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Shanghai Zhida Technology Development Co., Ltd. Governance Information 2026
50733_rns_2026-04-02_4337c7d9-cf05-41cc-9035-0b8bba555e4e.pdf
Governance Information
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Shanghai Zhida Technology Development Co., Ltd.
上海摹逢科技發展股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2650)
ANNOUNCEMENT
PROPOSED ABOLITION OF SUPERVISORY COMMITTEE
AND
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND ITS APPENDICES
The board (the "Board") of directors (the "Directors") of Shanghai Zhida Technology Development Co., Ltd. (the "Company") hereby announces that, in order to fully implement and comply with the latest requirements of laws and regulations, the Company proposes to abolish the supervisory committee of the Company (the "Supervisory Committee"), and to amend the Articles of Association of Shanghai Zhida Technology Development Co., Ltd. (the "Articles of Association") and its appendices.
PROPOSED ABOLITION OF THE SUPERVISORY COMMITTEE
In accordance with the Company Law of the People's Republic of China (the "Company Law") which came into effect on 1 July 2024, the Arrangements for the Relevant Transition Period for the Implementation of Supporting Systems and Rules for the New Company Law and the Guidelines for the Articles of Association of Listed Companies issued by the China Securities Regulatory Commission, and other laws, regulations and normative documents, and taking into account the actual situation of the Company, the Company will cease to have a supervisory committee, and the Audit Committee of the Board of Directors will exercise the statutory powers and functions of the Supervisory Committee. Accordingly, the Rules of Procedure for the Supervisory Committee of Shanghai Zhida Technology Development Co., Ltd. will be abolished.
The aforementioned proposed abolition of the Supervisory Committee is subject to the consideration and approval by the 2025 annual general meeting of the Company (the "AGM") to become effective. The term of office of the current supervisors of the Company shall be automatically terminated from the date on which the proposed abolition of the Supervisory Committee is considered and approved at the AGM. Prior to the consideration and approval at the AGM, the first session of the Supervisory Committee shall continue to perform its corresponding duties in accordance with the requirements of the Company Law and other laws, regulations, and normative documents.
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ITS APPENDICES
In order to further regulate the operation of the Company and improve corporate governance, in accordance with the latest provisions of relevant laws, regulations and normative documents such as the Company Law, the Arrangements for the Relevant Transition Period for the Implementation of Supporting Systems and Rules for the New Company Law and the Guidelines for the Articles of Association of Listed Companies and the Guidelines for the Articles of Association of Listed Companies, and taking into account the actual situation of the Company, the Company proposes to amend the Articles of Association and its appendices comprehensively. The main amendments are as follows:
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to clarify that the Company will not have a supervisory committee or supervisors, and that the Audit Committee of the Board of Directors will exercise the statutory powers and functions of the Supervisory Committee; to delete the chapter regarding the Supervisory Committee in the original Articles of Association in its entirety; and to uniformly amend the expressions “Supervisory Committee”, “supervisor”, and “chairman of the Supervisory Committee” to “Audit Committee”, “member of the Audit Committee”, and “chairman of the Audit Committee” respectively.
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to make adaptive amendments in accordance with the requirements of relevant regulations such as the new Company Law and the Guidelines for the Articles of Association of Listed Companies.
Please refer to the appendix to this announcement for details of the proposed amendments to the Articles of Association and its appendices.
The aforementioned proposed amendments to the Articles of Association and its appendices are subject to the consideration and approval at the AGM to become effective. Prior to the consideration and approval of the proposed amendments to the Articles of Association and its appendices by the AGM, the existing Articles of Association and its appendices shall remain in effect.
A special resolution regarding the proposed abolition of the Supervisory Committee and the proposed amendments to the Articles of Association and its appendices will be proposed at the AGM for approval of shareholders of the Company. A circular containing further details of the proposed amendments to the Articles of Association and the proposed abolition of the Supervisory Committee will be published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.shzhida.com) in due course.
By order of the Board
Shanghai Zhida Technology Development Co., Ltd.
Huang Zhiming
Chairman of the Board
Hong Kong, April 2, 2026
As at the date of this announcement, the board of directors of the Company comprises: (i) Dr. Huang Zhiming and Mr. Li Xinrui as executive Directors; and (ii) Ms. Sun Zhili, Ms. Wu Yushan and Dr. Lu Ming as independent non-executive Directors.
Appendix I: Details of Amendments to the Articles of Association
| Before amendment | After amendment |
|---|---|
| Article 9 From the effective date, these Articles of Association shall become a legally binding document regulating the organization and behavior of the Company, the rights and obligations between the Company and its shareholders, and between shareholders, and shall have legal binding force on the Company, shareholders, Directors, Supervisors, general manager, and other senior management. According to these Articles of Association, shareholders can sue other shareholders; shareholders can sue the Company’s Directors, Supervisors, general manager and other senior management; shareholders can sue the Company; and the Company can sue shareholders, Directors, Supervisors, general manager and other senior management. | Article 9 From the effective date, these Articles of Association shall become a legally binding document regulating the organization and behavior of the Company, the rights and obligations between the Company and its shareholders, and between shareholders, and shall have legal binding force on the Company, shareholders, Directors, general manager, and other senior management. According to these Articles of Association, shareholders can sue other shareholders; shareholders can sue the Company’s Directors, general manager and other senior management; shareholders can sue the Company; and the Company can sue shareholders, Directors, general manager and other senior management. |
| Article 11 Any dispute between the Company, shareholders, Directors, Supervisors and senior management involved in these Articles shall be settled through negotiation first. If the negotiation fails, a lawsuit shall be instituted in the people’s court. | Article 11 Any dispute between the Company, shareholders, Directors and senior management involved in these Articles shall be settled through negotiation first. If the negotiation fails, a lawsuit shall be instituted in the people’s court. |
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| Before amendment | After amendment |
|---|---|
| Article 41 Where the Company purchases its shares due to reasons stated in item (1) to item (2) in Article 38 of these Articles of Association, a resolution by the general meeting is required. Where the Company purchases its shares due to reasons stated in item (3), item (5) and item (6) in Article 40 of these Articles of Association, a resolution of the Board of Directors passed by two-thirds of the Directors attending the meeting of the Board of Directors is required. |
After purchasing its own shares in accordance with Article 40, the Company shall, under the circumstance set forth in item (1), cancel them within 10 days after the purchase; while under the circumstance set forth in either item (2) or item (4), transfer or cancel them within 6 months; and while under the circumstance set forth in item (3), item (5) or item (6), aggregately hold not more than 10% of the total shares that have been issued by the Company, and transfer or cancel them within 3 years.
Where relevant laws, administrative regulations, departmental rules, other normative documents and relevant provisions of the securities regulatory authorities of places where the Company’s shares are listed have any other provisions in respect of the aforementioned share repurchase, such provisions shall prevail.
In case the Company repurchases its shares, the Company shall perform information disclosure obligation in accordance with laws. | Article 41 Where the Company purchases its shares due to reasons stated in item (1) to item (2) in Article 40 of these Articles of Association, a resolution by the general meeting is required. Where the Company purchases its shares due to reasons stated in item (3), item (5) and item (6) in Article 40 of these Articles of Association, a resolution of the Board of Directors passed by two-thirds of the Directors attending the meeting of the Board of Directors is required.
After purchasing its own shares in accordance with Article 40, the Company shall, under the circumstance set forth in item (1), cancel them within 10 days after the purchase; while under the circumstance set forth in either item (2) or item (4), transfer or cancel them within 6 months; and while under the circumstance set forth in item (3), item (5) or item (6), aggregately hold not more than 10% of the total shares that have been issued by the Company, and transfer or cancel them within 3 years.
Where relevant laws, administrative regulations, departmental rules, other normative documents and relevant provisions of the securities regulatory authorities of places where the Company’s shares are listed have any other provisions in respect of the aforementioned share repurchase, such provisions shall prevail.
In case the Company repurchases its shares, the Company shall perform information disclosure obligation in accordance with laws. |
| Before amendment | After amendment |
|---|---|
| Article 50 The shares of the Company held by the promoters shall not be transferred within one year after incorporation of the Company. Shares issued by the Company before public offering shall not be transferred within one year after the shares of the Company are listed on the stock exchange. |
The Directors, Supervisors and senior management of the Company shall report to the Company about their shareholdings and changes thereof and shall not transfer more than 25% of their shares per annum during their terms of office. Shares of the Company held by them shall not be transferred within one year after the shares of the Company are listed and within 6 months after they terminate service with the Company.
Where the regulatory rules of places where the Company’s shares are listed have any other provisions in respect of the transfer of overseas-listed shares, such provisions shall prevail. | Article 50 The shares of the Company held by the promoters shall not be transferred within one year after incorporation of the Company. Shares issued by the Company before public offering shall not be transferred within one year after the shares of the Company are listed on the stock exchange.
The Directors and senior management of the Company shall report to the Company about their shareholdings and changes thereof and shall not transfer more than 25% of their shares per annum during their terms of office. Shares of the Company held by them shall not be transferred within one year after the shares of the Company are listed and within 6 months after they terminate service with the Company.
Where the regulatory rules of places where the Company’s shares are listed have any other provisions in respect of the transfer of overseas-listed shares, such provisions shall prevail. |
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| Before amendment | After amendment |
|---|---|
| Article 51 If the Directors, Supervisors, senior management of the Company and shareholders holding more than 5% of the shares of the Company sell shares within 6 months after buying the same or buy shares within 6 months after selling the same, the gains arising therefrom shall belong to the Company and the Board of Directors of the Company will recover the said gains. However, it shall not apply to a securities firm which holds 5% or more of the Company’s shares as a result of its underwriting of the untaken shares in an offer or other circumstances as stipulated by the CSRC. |
Shares or other securities with the nature of equity held by Directors, Supervisors, senior management and individual shareholders referred to in the preceding paragraph include shares or other securities with the nature of equity held by their spouses, parents or children, or held by them by using other people’s accounts.
Where the Board of Directors of the Company does not comply with the provision of the preceding paragraph, the shareholders are entitled to request the Board of Directors to do so within 30 days. Where the Board of Directors does not do so within the said period, the shareholders are entitled to commence litigations in the people’s court in their own names for the interests of the Company.
Where the Board of Directors of the Company does not enforce the provision of the first paragraph, the accountable Directors shall assume joint and several responsibilities in accordance with the laws. | Article 51 If the Directors, senior management of the Company and shareholders holding more than 5% of the shares of the Company sell shares within 6 months after buying the same or buy shares within 6 months after selling the same, the gains arising therefrom shall belong to the Company and the Board of Directors of the Company will recover the said gains. However, it shall not apply to a securities firm which holds 5% or more of the Company’s shares as a result of its underwriting of the untaken shares in an offer or other circumstances as stipulated by the CSRC.
Shares or other securities with the nature of equity held by Directors, senior management and individual shareholders referred to in the preceding paragraph include shares or other securities with the nature of equity held by their spouses, parents or children, or held by them by using other people’s accounts.
Where the Board of Directors of the Company does not comply with the provision of the preceding paragraph, the shareholders are entitled to request the Board of Directors to do so within 30 days. Where the Board of Directors does not do so within the said period, the shareholders are entitled to commence litigations in the people’s court in their own names for the interests of the Company.
Where the Board of Directors of the Company does not enforce the provision of the first paragraph, the accountable Directors shall assume joint and several responsibilities in accordance with the laws. |
| Before amendment | After amendment |
|---|---|
| Article 54 Ordinary shareholders of the Company shall enjoy the following rights: |
(1) the right to dividends and other distributions in proportion to the number of shares held;
(2) the right to apply for, convene, preside, attend or appoint proxies to attend general meetings and to exercise the corresponding right to vote;
(3) the right to supervise, present proposals or raise enquiries in respect of the Company’s business operations;
(4) the right to transfer, give as a gift or pledge the shares it holds in accordance with laws, administrative regulations and these Articles of Association; | Article 54 Ordinary shareholders of the Company shall enjoy the following rights:
(1) the right to dividends and other distributions in proportion to the number of shares held;
(2) the right to apply for, convene, preside, attend or appoint proxies to attend general meetings and to exercise the corresponding right to vote;
(3) the right to supervise, present proposals or raise enquiries in respect of the Company’s business operations;
(4) the right to transfer, give as a gift or pledge the shares it holds in accordance with laws, administrative regulations and these Articles of Association; |
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| Before amendment | After amendment |
|---|---|
| (5) the right to obtain relevant information as stipulated under the Articles of Association, including these Articles of Association, register of members, corporate bond stubs, minutes of general meetings, resolutions of the Board of Directors, resolutions of the Supervisory Committee and accounting reports; | (5) the right to inspect and copy Articles of Association, register of members, minutes of general meetings, resolutions of the Board of Directors and accounting reports. Eligible shareholders may also inspect the Company’s accounting books and accounting vouchers in accordance with applicable regulations; |
| (6) in the event of the termination or liquidation of the Company, the right to participate in the distribution of the remaining property of the Company in proportion to the number of shares held; | (6) in the event of the termination or liquidation of the Company, the right to participate in the distribution of the remaining property of the Company in proportion to the number of shares held; |
| (7) Shareholders who object to resolutions of merger or division made by the general meeting may request the Company to purchase shares held; | (7) Shareholders who object to resolutions of merger or division made by the general meeting may request the Company to purchase shares held; |
| (8) Shareholders who individually or collectively hold more than 1% of the shares of the Company shall have the right to put forward an interim proposal 10 days before the general meeting and submit it in writing to the convener; | (8) other rights provided for by laws, administrative regulations, departmental rules, regulatory rules of places where the Company’s shares are listed, other normative documents or these Articles of Association. |
| (9) other rights provided for by laws, administrative regulations, departmental rules, regulatory rules of places where the Company’s shares are listed, other normative documents or these Articles of Association. | |
| The Company shall not exercise any power to freeze or otherwise damage any rights based on shares being held entitled to a person directly or indirectly interested in the Company due to failure of the person to disclose its rights and interests to the Company. |
| Before amendment | After amendment |
|---|---|
| Article 57 In the event of any loss caused to the Company as a result of violation of laws, administrative regulations or these Articles of Association by the Directors or senior management when performing their duties, any of the shareholders who holds 1% or more of the shares individually or jointly for no less than 180 consecutive days shall have the right to request the Supervisory Committee in writing to initiate litigation before the people’s court. In the event of any loss caused to the Company as a result of violation of laws, administrative regulations or these Articles of Association by the Supervisory Committee when performing its duties, any of the shareholders may request the Board of Directors in writing to initiate litigation before the people’s court. |
In the event that the Supervisory Committee or the Board of Directors dismisses the written request of any of the shareholders referred to in the preceding paragraph, or withholds from instituting litigation within 30 days of the receipt of the request, or that the failure to institute litigation immediately may otherwise cause irreparable damage to the interests of the Company in an urgent circumstance, such shareholder(s) referred to in the preceding paragraph shall have the right to initiate litigation before the people’s court in the name(s) of such shareholder(s) in the interest of the Company.
If any other person infringes upon the legitimate rights and interests of the Company, thereby causing any loss to the Company, the shareholder(s) as mentioned in the first paragraph of this Article may institute legal proceedings to the people’s court according to the provisions of the two preceding paragraphs. | Article 57 In the event of any loss caused to the Company as a result of violation of laws, administrative regulations or these Articles of Association by the Directors or senior management other than members of the Audit Committee when performing their duties, any of the shareholders who holds 1% or more of the shares individually or jointly for no less than 180 consecutive days shall have the right to request the Audit Committee in writing to initiate litigation before the people’s court. In the event of any loss caused to the Company as a result of violation of laws, administrative regulations or these Articles of Association by members of the Audit Committee when performing its duties, any of the shareholders may request the Board of Directors in writing to initiate litigation before the people’s court.
In the event that the Audit Committee or the Board of Directors dismisses the written request of any of the shareholders referred to in the preceding paragraph, or withholds from instituting litigation within 30 days of the receipt of the request, or that the failure to institute litigation immediately may otherwise cause irreparable damage to the interests of the Company in an urgent circumstance, such shareholder(s) referred to in the preceding paragraph shall have the right to initiate litigation before the people’s court in the name(s) of such shareholder(s) in the interest of the Company.
If any other person infringes upon the legitimate rights and interests of the Company, thereby causing any loss to the Company, the shareholder(s) as mentioned in the first paragraph of this Article may institute legal proceedings to the people’s court according to the provisions of the two preceding paragraphs. |
| Before amendment | After amendment |
|---|---|
| Article 62 In addition to the obligations imposed by laws and administrative regulations or regulatory rules of places where the Company’s shares are listed, the controlling shareholder, in exercising the power as a shareholder, shall not exercise his/her voting rights in a manner prejudicial to the interests of all or some part of the shareholders when making decision on the following matters: |
(1) to remove a Director or Supervisor of his/her duty to act in good faith in the best interests of the Company;
(2) to approve the expropriation by a Director or Supervisor (for his/her own benefit or for the benefit of another), in any manner, the assets of the Company, including but not limited to an opportunity beneficial to the Company;
(3) to approve the expropriation by a Director or Supervisor (for his/her own benefit or for the benefit of another) the individual interests of other shareholders, including but not limited to rights to distributions and voting rights except for restructuring of the Company submitted for approval by the shareholders in general meeting in accordance with these Articles of Association. | Article 62 In addition to the obligations imposed by laws and administrative regulations or regulatory rules of places where the Company’s shares are listed, the controlling shareholder, in exercising the power as a shareholder, shall not exercise his/her voting rights in a manner prejudicial to the interests of all or some part of the shareholders when making decision on the following matters:
(1) to remove a Director of his/her duty to act in good faith in the best interests of the Company;
(2) to approve the expropriation by a Director (for his/her own benefit or for the benefit of another), in any manner, the assets of the Company, including but not limited to an opportunity beneficial to the Company;
(3) to approve the expropriation by a Director (for his/her own benefit or for the benefit of another) the individual interests of other shareholders, including but not limited to rights to distributions and voting rights except for restructuring of the Company submitted for approval by the shareholders in general meeting in accordance with these Articles of Association. |
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| Before amendment | After amendment |
|---|---|
| Article 64 The general meeting is the authority of the Company and shall exercise the following functions and powers in accordance with the laws: |
(1) to determine the operating policies and investment plans of the Company;
(2) to elect and replace non-employee representative Directors and Supervisors and to determine the remuneration of the relevant Directors and Supervisors;
(3) to consider and approve the reports of the Board of Directors;
(4) to formulate the rules of procedures of the Board of Directors and the Supervisory Committee;
(5) to consider and approve the reports of the Supervisory Committee;
(6) to consider and approve the proposed annual financial budgets and final accounts of the Company;
(7) to consider and approve the profit distribution plans and loss recovery plans of the Company;
(8) to resolve on the increase or reduction of registered capital;
(9) to resolve on the issuance of bonds of the Company;
(10) to resolve on matters such as merger, division, dissolution, liquidation or change of form of the Company; | Article 64 The general meeting is the authority of the Company and shall exercise the following functions and powers in accordance with the laws:
(1) to elect and replace Directors and to determine the remuneration of the relevant Directors;
(2) to consider and approve the reports of the Board of Directors;
(3) the profit distribution plans and loss recovery plans of the Company;
(4) to resolve on the increase or reduction of registered capital;
(5) to resolve on the issuance of bonds of the Company;
(6) to resolve on matters such as merger, division, dissolution, liquidation or change of form of the Company;
(7) to amend these Articles of Association;
(8) to resolve on the appointment and removal of any accounting firm engaged by the Company to conduct its audit services; |
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| Before amendment | After amendment |
|---|---|
| (11)—to amend these Articles of Association; | |
| (12)—to resolve on the appointment, removal or non-renewal of any accounting firm; | |
| (13)—to consider matters of which material assets purchased or sold within one year or guaranteed amount exceed 30% of the latest audited total assets of the Company; | |
| (14)—to consider and approve any change of the use of proceeds raised; | |
| (15)—to consider share incentive scheme and employee shareholding scheme; | |
| (16)—to consider and approve external guarantee subject to approval by general meeting as required by these Articles of Association; | |
| (17)—to consider and approve the material transactions and connected transactions subject to approval by general meeting as required by laws, administrative regulations, regulatory rules of places where the Company’s shares are listed and these Articles of Association; | (9) to review and approve the guarantee matters stipulated under Article 66 of these Articles of Association; |
| (10) to consider matters of which material assets purchased or sold within one year exceed 30% of the latest audited total assets of the Company; | |
| (11) to consider and approve any change of the use of proceeds raised; | |
| (12) to consider share incentive scheme and employee shareholding scheme; | |
| (13) to consider other matters to be resolved at general meeting as required by laws, administrative regulations, regulatory rules of places where the Company’s shares are listed or these Articles of Association. |
The Board may be authorized by the general meeting to adopt resolutions on the issuance of corporate bonds.
Without violating laws and regulations and the mandatory rules under relevant laws and regulations of the places where the Company is listed, the general meeting may authorize or delegate the Board of Directors to handle authorized or delegated matters. |
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| Before amendment | After amendment |
|---|---|
| (18) to consider other matters to be resolved at general meeting as required by laws, administrative regulations, regulatory rules of places where the Company’s shares are listed or these Articles of Association. |
(19) other matters as required by the regulatory rules of places where the Company’s shares are listed.
Without violating laws and regulations and the mandatory rules under relevant laws and regulations of the places where the Company is listed, the general meeting may authorize or delegate the Board of Directors to handle authorized or delegated matters. | |
| Article 65 Save that the Company is under exceptional circumstances such as crisis, unless approved by way of special resolution at a general meeting, the Company shall not enter into any contracts with any person other than Directors, Supervisors and the senior management under which the management of all or a substantial part of the business of the Company will be transferred to such person. | Article 65 Save that the Company is under exceptional circumstances such as crisis, unless approved by way of special resolution at a general meeting, the Company shall not enter into any contracts with any person other than Directors and the senior management under which the management of all or a substantial part of the business of the Company will be transferred to such person. |
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| Before amendment | After amendment |
|---|---|
| Article 66 Where the Company provide the following guarantee and connected transaction, it shall be considered and approved by the general meeting upon consideration and approval by the Board of Directors: |
(1) any single guarantee with a guarantee amount exceeded 10% of the latest audited net assets of the Company;
(2) any guarantee after total external guarantee amount of the Company and its majority-owned subsidiaries has exceeded 50% of the latest audited net assets of the Company;
(3) any guarantee provided for any entity with a gearing ratio of more than 70%;
(4) any guarantee after total external guarantee amount of the Company has exceeded 30% of the latest audited total assets; guarantees exceeding 30% of the latest audited total assets of the Company when being aggregated with guarantees incurred in the preceding 12 consecutive months;
(5) transactions between the Company and related party with a transaction amount (other than provision of guarantee) of more than 5% of the latest audited total assets of the Company and exceeded RMB30 million, or transactions with a transaction amount of more than 30% of the latest audited total assets of the Company. | Article 66 Where the Company provide the following acts of external guarantee of the Company, it shall be considered and approved by the general meeting:
(1) any guarantee to be provided after the total amount of external guarantees provided by the Company and its controlling subsidiaries has exceeded 50% of the Company’s net assets as audited in the latest period; any guarantee after total external guarantee amount of the Company and majority-owned subsidiaries of the Company has exceeded 50% of the latest audited net assets;
(2) any guarantee after the total amount of external guarantees of the Company has exceeded 30% of the latest audited net assets of the Company;
(3) the amount of guarantee provided by the Company to others within one year has exceeded 30% of the latest audited total assets of the Company;
(4) any guarantee provided for any entity with a gearing ratio of more than 70%;
(5) the single guarantee for an amount has exceeded 10% of the latest audited net assets;
(6) the guarantee to be provided to a Shareholder, a de facto controller and related party thereof. |
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| Before amendment | After amendment |
|---|---|
| When the Company provides guarantees for its wholly-owned subsidiaries, or guarantees for its controlled subsidiaries and other shareholders of the controlled subsidiaries provide guarantees in the same proportion of their interests, and the interest of the Company is not prejudiced, the Company may be exempted from the application of items (1) to (3) of the first paragraph of Article 66 of these Articles of Association unless otherwise stipulated in these Articles of Association: |
When the Board of Directors considers the above guarantees, in addition to being approved by majority of all Directors, it shall be considered and approved by over two-thirds of Directors attending the meeting of the Board of Directors. When the general meeting considers the guarantees mentioned in item (3) of the preceding paragraph, it must be approved by attending shareholders holding more than two-thirds of voting rights:
When the general meeting considers the resolution of guarantees provided to shareholders, actual controllers and their related parties, such shareholders or the shareholders controlled by the actual controllers shall not participate in such voting, and the vote shall be passed by more than half of the voting rights held by other shareholders attending the general meeting. | |
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| Before amendment | After amendment |
|---|---|
| Article 67 The Company shall submit the following transactions (excluding providing guarantees, receiving donated cash assets, and debts that solely reduce the Company’s obligations) to the general meeting for review and approval: | Article 67 The Company shall submit the following transactions (excluding providing guarantees, receiving donated cash assets, and debts that solely reduce the Company’s obligations) to the general meeting for review and approval: |
| (1) Where the total assets involved in the transaction (taking the higher of book value and appraised value, if both exist) or the transaction amount accounts for more than 50% of the Company’s total audited assets in the most recent fiscal year; | (1) Where the total assets involved in the transaction (taking the higher of book value and appraised value, if both exist) or the transaction amount accounts for more than 50% of the Company’s total audited assets in the most recent fiscal year; |
| (2) Where the net assets involved in the transaction or the transaction amount accounts for more than 50% of the absolute value of the Company’s audited net assets in the most recent fiscal year and exceeds RMB15 million. | (2) Where the net assets involved in the transaction or the transaction amount accounts for more than 50% of the absolute value of the Company’s audited net assets in the most recent fiscal year and exceeds RMB100 million. |
| Where data involved in the above criteria is negative, the absolute value shall be taken for calculation. | Where data involved in the above criteria is negative, the absolute value shall be taken for calculation. |
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| Before amendment | After amendment |
|---|---|
| Article 70 The Company shall hold an extraordinary general meeting within 2 months subsequent to the occurrence of any of the following events: |
(1) when the number of incumbent Directors falls below the requirement of the Company Law, or is less than two-thirds of the number specified by the Articles of Association;
(2) when the uncovered loss is more than one-third of the Company’s total paid-in share capital;
(3) when any of the shareholders individually or jointly holding more than 10% of shares of the Company make any written request;
(4) when the Board of Directors considers it necessary;
(5) when the Supervisory Committee proposes to convene such meeting;
(6) such other circumstances as specified by laws, administrative regulations, departmental rules, regulatory rules of places where the Company’s shares are listed or these Articles of Association.
Number of shares in circumstance (3) above shall be calculated as of the date on which the written request is made. | Article 70 The Company shall hold an extraordinary general meeting within 2 months subsequent to the occurrence of any of the following events:
(1) when the number of incumbent Directors falls below the requirement of the Company Law, or is less than two-thirds of the number specified by the Articles of Association;
(2) when the uncovered loss is more than one-third of the Company’s total paid-in share capital;
(3) when any of the shareholders individually or jointly holding more than 10% of shares of the Company make any written request;
(4) when the Board of Directors considers it necessary;
(5) when the Audit Committee proposes to convene such meeting;
(6) such other circumstances as specified by laws, administrative regulations, departmental rules, regulatory rules of places where the Company’s shares are listed or these Articles of Association.
Number of shares in circumstance (3) above shall be calculated as of the date on which the written request is made. |
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| Before amendment | After amendment |
|---|---|
| Article 74 The Supervisory Committee may propose in writing to the Board of Directors to convene an extraordinary general meeting. The Board of Directors shall reply in writing in response to such proposal, whether consent or not, within 10 days upon receipt of the proposal in accordance with laws, administrative regulations, regulatory rules of places where the Company’s shares are listed and these Articles of Association. |
If the Board of Directors consents to the proposal, a notice on convening such meeting shall be issued within five days following the date of such resolution of the Board of Directors, provided that any change to the proposal made in notice shall be subject to approval of the Supervisory Committee.
If the Board of Directors rejects the proposal or withholds from responding for 10 days following receipt of the proposal, the Board of Directors shall be deemed incapable or failing to perform the duty of convening a general meeting. In such case, the Supervisory Committee may convene and preside over the meeting. | Article 74 The Audit Committee may propose in writing to the Board of Directors to convene an extraordinary general meeting. The Board of Directors shall reply in writing in response to such proposal, whether consent or not, within 10 days upon receipt of the proposal in accordance with laws, administrative regulations, regulatory rules of places where the Company’s shares are listed and these Articles of Association.
If the Board of Directors consents to the proposal, a notice on convening such meeting shall be issued within five days following the date of such resolution of the Board of Directors, provided that any change to the proposal made in notice shall be subject to approval of the Audit Committee.
If the Board of Directors rejects the proposal or withholds from responding for 10 days following receipt of the proposal, the Board of Directors shall be deemed incapable or failing to perform the duty of convening a general meeting. In such case, the Audit Committee may convene and preside over the meeting. |
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| Before amendment | After amendment |
|---|---|
| Article 75 Any of the shareholders individually or jointly holding no less than 10% of the Company’s shares may propose in writing to the Board of Directors to convene an extraordinary general meeting. The Board of Directors shall reply in writing in response to such proposal, whether consent or not, within 10 days upon receipt of the proposal in accordance with laws, administrative regulations, regulatory rules of places where the Company’s shares are listed and these Articles of Association. | Article 75 Any of the shareholders individually or jointly holding no less than 10% of the Company’s shares may propose in writing to the Board of Directors to convene an extraordinary general meeting. The Board of Directors shall reply in writing in response to such proposal, whether consent or not, within 10 days upon receipt of the proposal in accordance with laws, administrative regulations, regulatory rules of places where the Company’s shares are listed and these Articles of Association. |
| If the Board of Directors consents to the proposal, a notice on convening such meeting shall be issued within five days following the date of such resolution of the Board of Directors, provided that any change to the proposal made in the notice shall be subject to approval of the relevant shareholder(s). | If the Board of Directors consents to the proposal, a notice on convening such meeting shall be issued within five days following the date of such resolution of the Board of Directors, provided that any change to the proposal made in the notice shall be subject to approval of the relevant shareholder(s). |
| If the Board of Directors rejects the proposal or withholds from responding for 10 days following the receipt of the proposal, such shareholder(s) individually or jointly holding no less than 10% of the shares of the Company may propose to the Supervisory Committee in writing to convene an extraordinary general meeting. | If the Board of Directors rejects the proposal or withholds from responding for 10 days following the receipt of the proposal, such shareholder(s) individually or jointly holding no less than 10% of the shares of the Company may propose to the Audit Committee in writing to convene an extraordinary general meeting. |
| If the Supervisory Committee consents to the proposal, a notice convening such meeting shall be issued within five days following receipt of the proposal, provided that any change to the proposal made in the notice shall be subject to approval of the relevant shareholder(s). | If the Audit Committee consents to the proposal, a notice convening such meeting shall be issued within five days following receipt of the proposal, provided that any change to the proposal made in the notice shall be subject to approval of the relevant shareholder(s). |
| If the Supervisory Committee has not issued any notice on convening such meeting within the prescribed period, it shall be deemed that the Supervisory Committee will not convene and preside over the extraordinary general meeting. Such shareholder(s) individually or jointly holding 10% or above of the Company’s shares for more than 90 consecutive days shall have the right to convene and preside over an extraordinary general meeting. | If the Audit Committee has not issued any notice on convening such meeting within the prescribed period, it shall be deemed that the Audit Committee will not convene and preside over the extraordinary general meeting. Such shareholder(s) individually or jointly holding 10% or above of the Company’s shares for more than 90 consecutive days shall have the right to convene and preside over an extraordinary general meeting. |
| Before amendment | After amendment |
|---|---|
| Article 76 If the Supervisory Committee or any such shareholder(s) decide(s) to convene an extraordinary general meeting, the Board of Directors shall be notified in writing. The shareholder(s) convening the general meeting shall hold no less than 10% of the shares of the Company prior to the approval of any resolution at the general meeting. | Article 76 If the Audit Committee or any such shareholder(s) decide(s) to convene an extraordinary general meeting, the Board of Directors shall be notified in writing. The shareholder(s) convening the general meeting shall hold no less than 10% of the shares of the Company prior to the approval of any resolution at the general meeting. |
| Article 77 If the Supervisory Committee or any such shareholder(s) decide(s) to convene an extraordinary general meeting, the Board of Directors shall be notified in writing. The Board of Directors and its secretary shall cooperate with the Supervisory Committee or such shareholder(s) convening the meeting. The Board of Directors shall provide the register of members as of the record date. The register of members obtained by the convener shall not be used for other purposes other than the convening of general meeting, and shall be filed with the branch of the CSRC in the place in which the Company is located and the corresponding stock exchange(s). | Article 77 If the Audit Committee or any such shareholder(s) decide(s) to convene an extraordinary general meeting, the Board of Directors shall be notified in writing. The Board of Directors and its secretary shall cooperate with the Supervisory Committee or such shareholder(s) convening the meeting. The Board of Directors shall provide the register of members as of the record date. The register of members obtained by the convener shall not be used for other purposes other than the convening of general meeting, and shall be filed with the branch of the CSRC in the place in which the Company is located and the corresponding stock exchange(s). |
| Article 78 For any general meetings convened by the Supervisory Committee or shareholders, any expense necessary to convene the meeting shall be reimbursed by the Company. | Article 78 For any general meetings convened by the Audit Committee or shareholders, any expense necessary to convene the meeting shall be reimbursed by the Company. |
| Before amendment | After amendment |
|---|---|
| Article 80 As a general meeting is convened, the Board of Directors, the Supervisory Committee and any of the shareholders individually or jointly holding no less than 1% of the shares of the Company may propose resolution(s) to the Company. | Article 80 As a general meeting is convened, the Board of Directors, the Audit Committee and any of the shareholders individually or jointly holding no less than 1% of the shares of the Company may propose resolution(s) to the Company. |
| Any of the shareholders individually or jointly holding no less than 3% of the shares of the Company may submit an interim proposal in writing to the convener at least 10 days prior to the convening of the general meeting. The convener shall then send a supplemental notice to inform other shareholders, explain the interim proposal and submit such interim proposal to the general meeting for consideration, within 2 days upon receipt of such proposal. | Any of the shareholders individually or jointly holding no less than 3% of the shares of the Company may submit an interim proposal in writing to the convener at least 10 days prior to the convening of the general meeting. The convener shall then send a supplemental notice to inform other shareholders, explain the interim proposal and submit such interim proposal to the general meeting for consideration, within 2 days upon receipt of such proposal. |
| Other than the above circumstances, the convener shall not make any change in the notice of the general meeting to the existing proposals or add any new proposal after the publication of the notice. | Other than the above circumstances, the convener shall not make any change in the notice of the general meeting to the existing proposals or add any new proposal after the publication of the notice. |
| Such motions which are not specified in the notice of the general meeting or which do not comply with Article 82 of these Articles of Association shall not be voted or resolved at the general meeting. | Such motions which are not specified in the notice of the general meeting or which do not comply with these Articles of Association shall not be voted or resolved at the general meeting. |
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| Article 82 The notice of a general meeting shall include the following contents: |
(1) the time, venue and duration of the meeting;
(2) the matters and proposals to be considered at the meeting;
(3) a clear statement that all shareholders are entitled to attend the general meeting and may appoint a proxy in writing to attend and vote on their behalf, and that such proxy need not be a shareholder of the Company;
(4) the record date for determining the shareholders entitled to attend the general meeting;
(5) the name and telephone number of the designated contact person for the meeting;
(6) sufficient information and explanation to enable shareholders to make informed decisions on the matters to be discussed. This principle includes (without limitation) providing the specific conditions and contracts of the proposed transaction (if any) and a detailed explanation of its causes and consequences in the case of a merger, share repurchase, share capital restructuring, or other restructuring;
(7) if any Director, Supervisor, general manager or other senior management has a material interest in a matter to be discussed, the nature and extent of such interest shall be disclosed. If the effect of the matter on such Director, Supervisor, general manager or other senior management as a shareholder differs from its effect on other shareholders, such difference shall be explained; | Article 82 The notice of a general meeting shall include the following contents:
(1) the time, venue and duration of the meeting;
(2) the matters and proposals to be considered at the meeting;
(3) a clear statement that all shareholders are entitled to attend the general meeting and may appoint a proxy in writing to attend and vote on their behalf, and that such proxy need not be a shareholder of the Company;
(4) the record date for determining the shareholders entitled to attend the general meeting;
(5) the name and telephone number of the designated contact person for the meeting;
(6) sufficient information and explanation to enable shareholders to make informed decisions on the matters to be discussed. This principle includes (without limitation) providing the specific conditions and contracts of the proposed transaction (if any) and a detailed explanation of its causes and consequences in the case of a merger, share repurchase, share capital restructuring, or other restructuring;
(7) if any Director, general manager or other senior management has a material interest in a matter to be discussed, the nature and extent of such interest shall be disclosed. If the effect of the matter on such Director, general manager or other senior management as a shareholder differs from its effect on other shareholders, such difference shall be explained; |
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| Before amendment | After amendment |
|---|---|
| (8) the full text of any special resolution proposed to be passed at the meeting; |
(9) the time and venue for delivery of the proxy form for voting at the meeting;
(10) the date on which the notice is issued;
(11) any such information required by laws, administrative regulations, departmental rules, the regulatory rules of the stock exchanges of places where the Company’s shares are listed, or these Articles of Association.
The notice or supplementary notice of the general meeting shall include all contents required by the regulatory rules of the stock exchanges of places where the Company’s shares are listed and the Articles of Association, and shall fully and completely disclose and explain all specific contents of the proposals. If the matters to be discussed require the opinion of independent Directors, the notice or supplementary notice of the general meeting shall simultaneously disclose the opinions and reasons of the independent Directors.
The interval between the record date and the date of the meeting shall not exceed seven working days. Once the record date is determined, it may not be changed. | (8) the full text of any special resolution proposed to be passed at the meeting;
(9) the time and venue for delivery of the proxy form for voting at the meeting;
(10) the date on which the notice is issued;
(11) any such information required by laws, administrative regulations, departmental rules, the regulatory rules of the stock exchanges of places where the Company’s shares are listed, or these Articles of Association.
The notice or supplementary notice of the general meeting shall include all contents required by the regulatory rules of the stock exchanges of places where the Company’s shares are listed and the Articles of Association, and shall fully and completely disclose and explain all specific contents of the proposals. If the matters to be discussed require the opinion of independent Directors, the notice or supplementary notice of the general meeting shall simultaneously disclose the opinions and reasons of the independent Directors.
The interval between the record date and the date of the meeting shall not exceed seven working days. Once the record date is determined, it may not be changed. |
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| Article 83 Where the election of Directors and Supervisors are scheduled to be discussed at a general meeting, the notice of the general meeting shall sufficiently disclose the particulars of the Director and Supervisor candidates, including at least the following contents: |
(1) personal information including education background, work experience and part-time job;
(2) whether there exists any connected relationship with the Company, shareholders holding 5% or more of the Company’s shares, the Company’s controlling shareholder and actual controllers, or other Directors; Supervisors, and senior management of the Company;
(3) his/her shareholding in the Company;
(4) whether he/she has received any punishment from the CSRC and other relevant authorities and any penalty and warning from stock exchanges.
Unless Directors-or-Supervisors are elected through cumulative voting, each Director-or Supervisor candidate shall be proposed as a separate proposal. | Article 83 Where the election of Directors and Supervisors are scheduled to be discussed at a general meeting, the notice of the general meeting shall sufficiently disclose the particulars of the Director and Supervisor candidates, including at least the following contents:
(1) personal information including education background, work experience and part-time job;
(2) whether there exists any connected relationship with the Company, shareholders holding 5% or more of the Company’s shares, the Company’s controlling shareholder and actual controllers, or other Directors, and senior management of the Company;
(3) his/her shareholding in the Company;
(4) whether he/she has received any punishment from the CSRC and other relevant authorities and any penalty and warning from stock exchanges.
Unless Directors are elected through cumulative voting, each Director candidate shall be proposed as a separate proposal. |
| Article 95 All Directors, Supervisors and the secretary to the Board of Directors shall attend the general meeting of the Company, while the general and other senior management shall be present at the meetings as non-voting delegates. Where any of such persons is unable to attend the meeting for any reasons, he/she may delegate another person to attend the meeting on his/her behalf in writing. The power of attorney shall specify the name of the proxy, the entrusted matters, the scope of authorization and validity period, and shall be signed or sealed by such person who authorizes. | Article 95 All Directors and the secretary to the Board of Directors shall attend the general meeting of the Company, while the general and other senior management shall be present at the meetings as non-voting delegates. Where any of such persons is unable to attend the meeting for any reasons, he/she may delegate another person to attend the meeting on his/her behalf in writing. The power of attorney shall specify the name of the proxy, the entrusted matters, the scope of authorization and validity period, and shall be signed or sealed by such person who authorizes. |
| Before amendment | After amendment |
|---|---|
| Article 96 The chairman of the Board of Directors shall act as the chairman of the general meeting. If the chairman of the Board of Directors is unable or fails to perform his/her duties, a Director jointly elected by more than half of the Directors shall act as the chairman of the general meeting. |
The chairman of the Supervisory Committee shall act as the chairman of a general meeting convened by the Supervisory Committee itself. If the chairman of the Supervisory Committee is unable or fails to perform his/her duties, a Supervisor jointly elected by more than half of the Supervisors shall act as the chairman of the general meeting.
Where a general meeting is convened by shareholders themselves, the chairman of the meeting shall be elected by the conveners.
Where the chairman of the meeting violates the rules of procedure during the general meeting and renders it impossible for the meeting to continue, the shareholders present at the meeting may by majority vote elect a person as the chairman of the meeting to proceed with the meeting. | Article 96 The chairman of the Board of Directors shall act as the chairman of the general meeting. If the chairman of the Board of Directors is unable or fails to perform his/her duties, a Director jointly elected by more than half of the Directors shall act as the chairman of the general meeting.
The chairman of the Audit Committee shall act as the chairman of a general meeting convened by the Audit Committee itself. If the chairman of the Supervisory Committee is unable or fails to perform his/her duties, a member of the Audit Committee jointly elected by more than half of the members of the Audit Committee shall act as the chairman of the general meeting.
Where a general meeting is convened by shareholders themselves, the chairman of the meeting shall be elected by the conveners.
Where the chairman of the meeting violates the rules of procedure during the general meeting and renders it impossible for the meeting to continue, the shareholders present at the meeting may by majority vote elect a person as the chairman of the meeting to proceed with the meeting. |
| Article 98 The Board of Directors and the Supervisory Committee shall report on their work during the preceding year at the annual general meeting. | Article 98 The Board of Directors and the Audit Committee shall report on their work during the preceding year at the annual general meeting. |
| Before amendment | After amendment |
|---|---|
| Article 99 Directors, Supervisors and senior management shall provide explanations and clarifications regarding inquiries and suggestions made by shareholders at the general meeting, except under the following circumstances: | |
| (1) the inquiry is irrelevant to the agenda items of the meeting; | |
| (2) the matter involved in the inquiry requires further verification; | |
| (3) the inquiry involves trade secrets of the Company; | |
| (4) other legitimate causes. | Article 99 Directors and senior management shall provide explanations and clarifications regarding inquiries and suggestions made by shareholders at the general meeting, except under the following circumstances: |
| (1) the inquiry is irrelevant to the agenda items of the meeting; | |
| (2) the matter involved in the inquiry requires further verification; | |
| (3) the inquiry involves trade secrets of the Company; | |
| (4) other legitimate causes. |
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| Article 101 The general meeting shall be recorded in minutes, for which the secretary to the Board of Directors shall be responsible. The minutes of a general meeting shall record the following contents: |
(1) the date, venue and agenda items of the meeting, and the name of the convener;
(2) the name of the chairman of the meeting, and the Directors, Supervisors, general manager and other senior management attending or present as non-voting delegates at the meeting;
(3) the number of such shareholders and the proxies thereof attending the general meeting, the number of voting shares held by them, and the proportion thereof to the total shares of the Company;
(4) the process of deliberation in respect of each proposal, highlights of speeches and the voting results;
(5) details of the inquiries or suggestions made by shareholders, and the corresponding response or explanations;
(6) the names of the parties responsible for vote counting and scrutiny;
(7) other contents that shall be recorded in the minutes in accordance with these Articles of Association. | Article 101 The general meeting shall be recorded in minutes, for which the secretary to the Board of Directors shall be responsible. The minutes of a general meeting shall record the following contents:
(1) the date, venue and agenda items of the meeting, and the name of the convener;
(2) the name of the chairman of the meeting, and the Directors, general manager and other senior management attending or present as non-voting delegates at the meeting;
(3) the number of such shareholders and the proxies thereof attending the general meeting, the number of voting shares held by them, and the proportion thereof to the total shares of the Company;
(4) the process of deliberation in respect of each proposal, highlights of speeches and the voting results;
(5) details of the inquiries or suggestions made by shareholders, and the corresponding response or explanations;
(6) the names of the parties responsible for vote counting and scrutiny;
(7) other contents that shall be recorded in the minutes in accordance with these Articles of Association. |
| Article 102 The convener shall ensure the meeting minutes are true, accurate and complete. The attending Directors, Supervisors, secretary to the Board of Directors, convener or representative thereof, and the chairman of the meeting shall sign the minutes of the meeting. The minutes of the meeting, the signed attendance record of those shareholders present in person and the powers of attorney of those attending by proxy, as well as valid information relating to the voting via online, communication or other means shall be kept together for 10 years. | Article 102 The convener shall ensure the meeting minutes are true, accurate and complete. The attending Directors, secretary to the Board of Directors, convener or representative thereof, and the chairman of the meeting shall sign the minutes of the meeting. The minutes of the meeting, the signed attendance record of those shareholders present in person and the powers of attorney of those attending by proxy, as well as valid information relating to the voting via online, communication or other means shall be kept together for 10 years. |
| Before amendment | After amendment |
|---|---|
| Article 105 The following matters shall be passed by ordinary resolution at the general meeting: |
(1) work reports of the Board of Directors and the Supervisory Committee;
(2) the profit distribution plan and loss recovery plan formulated by the Board of Directors;
(3) appointment or dismissal of the members of the Board of Directors and the Supervisory Committee (other than employee representative Supervisors), and their remuneration and payment methods;
(4) the Company’s annual budget and final accounts, balance sheet, income statement and other financial statements;
(5) annual report of the Company;
(6) appointment or dismissal of accounting firms that provide regular audit services to the Company;
(7) the Company’s business policy and investment plan;
(8) other matters other than those required by laws, administrative regulations, or these Articles of Association to be passed by special resolution. | Article 105 The following matters shall be passed by ordinary resolution at the general meeting:
(1) work report of the Board of Directors;
(2) the profit distribution plan and loss recovery plan formulated by the Board of Directors;
(3) appointment or dismissal of the members of the Board of Directors, and their remuneration and payment methods;
(4) other matters other than those required by laws, administrative regulations, or these Articles of Association to be passed by special resolution. |
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| Article 106 The following matters shall be passed by special resolution at the general meeting: |
(1) increase or decrease in registered capital of the Company and issuance of shares of any class, warrants and other similar securities;
(2) division, merger, dissolution and liquidation of the Company or change of corporate form;
(3) amendments to these Articles of Association;
(4) equity incentive schemes;
(5) other matters required by laws, administrative regulations, departmental rules, regulatory rules of places where the Company’s shares are listed or these Articles of Association, as well as those determined by ordinary resolution of the general meeting with significant impact on the Company, and which require special resolutions to be passed. | Article 106 The following matters shall be passed by special resolution at the general meeting:
(1) increase or decrease in registered capital of the Company;
(2) division, spin-off, merger, dissolution and liquidation of the Company;
(3) amendments to these Articles of Association;
(4) purchase or disposal of major assets, or provision of guarantees by the Company within one year in an amount of more than 30% of the Company’s latest audited total assets;
(5) equity incentive schemes;
(6) other matters required by laws, administrative regulations, departmental rules, regulatory rules of places where the Company’s shares are listed or these Articles of Association, as well as those determined by ordinary resolution of the general meeting with significant impact on the Company, and which require special resolutions to be passed. |
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| Article 112 The list of candidates for Directors and Supervisors shall be proposed for voting in the form of proposals at the general meeting. The nomination methods and procedures for Directors and Supervisors are as follows: |
(1) The Board of Directors, or shareholders individually or jointly holding 3% or more of the voting shares of the Company, may nominate candidates for Directors;
(2) The Board of Directors, the Supervisory Committee, or shareholders individually or jointly holding 1% or more of the issued shares of the Company, may nominate candidates for independent Directors;
(3) The Supervisory Committee, or shareholders individually or jointly holding 3% or more of the voting shares of the Company, may nominate candidates for Supervisors who are not employee representatives;
(4) Employee representative Supervisors in the Supervisory Committee shall be elected at the employee representative assembly;
(5) When nominating Directors, independent Directors or Supervisors, shareholders shall submit the nomination proposal, particulars of the nominated candidates, and the candidates' statements or commitments to the Board of Directors no later than 10 days before the general meeting.
When voting on the election of Directors or Supervisors at the general meeting, cumulative voting may be implemented in accordance with the provisions of these Articles of Association or a resolution of the general meeting. | Article 112 The list of candidates for Directors shall be proposed for voting in the form of proposals at the general meeting. The nomination methods and procedures for Directors are as follows:
(1) The Board of Directors, or shareholders individually or jointly holding 3% or more of the voting shares of the Company, may nominate candidates for Directors;
(2) The Board of Directors, the Supervisory Committee, or shareholders individually or jointly holding 1% or more of the issued shares of the Company, may nominate candidates for independent Directors;
(3) When nominating Directors or independent Directors, shareholders shall submit the nomination proposal, particulars of the nominated candidates, and the candidates' statements or commitments to the Board of Directors no later than 10 days before the general meeting.
When voting on the election of Directors at the general meeting, cumulative voting may be implemented in accordance with the provisions of these Articles of Association or a resolution of the general meeting.
If Directors are elected by cumulative voting at the general meeting, the voting for independent Directors and non-independent Directors shall be conducted separately. |
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| If Directors are elected by cumulative voting at the general meeting, the voting for independent Directors and non-independent Directors shall be conducted separately. |
Cumulative voting, as referred to in the preceding paragraph, refers to a system in which each share carries a number of votes equal to the number of Directors or Supervisors to be elected at the general meeting. The voting rights owned by shareholders may be cumulatively used. The Board of Directors shall announce the biographies and basic information of the Director and Supervisor candidates to shareholders.
Detailed rules for the implementation of the cumulative voting system shall be drafted by the Board of Directors and approved by the general meeting, with the aim of fully protecting the legitimate rights and interests of minority shareholders in the election of Directors and Supervisors. | Cumulative voting, as referred to in the preceding paragraph, refers to a system in which each share carries a number of votes equal to the number of Directors to be elected at the general meeting. The voting rights owned by shareholders may be cumulatively used. The Board of Directors shall announce the biographies and basic information of the Director candidates to shareholders.
Detailed rules for the implementation of the cumulative voting system shall be drafted by the Board of Directors and approved by the general meeting, with the aim of fully protecting the legitimate rights and interests of minority shareholders in the election of Directors. |
| Article 117 Two shareholder representatives shall be appointed for vote counting and scrutiny before voting on proposals at the general meeting. In the event that a shareholder is interested in a proposal to be deliberated, such shareholder or his/her proxy shall not be appointed for vote counting and scrutiny.
When voting on proposals at the general meeting, the vote counting and scrutiny shall be jointly conducted by shareholder representatives, Supervisors representatives, and other relevant parties appointed in accordance with the regulatory rules of places where the Company’s shares are listed. The voting results shall be announced on the spot and recorded in the meeting minutes.
Shareholders of the Company or their proxies’ casting votes via online, communication or other means shall be entitled to check their respective voting results through corresponding voting systems. | Article 117 Two shareholder representatives shall be appointed for vote counting and scrutiny before voting on proposals at the general meeting. In the event that a shareholder is interested in a proposal to be deliberated, such shareholder or his/her proxy shall not be appointed for vote counting and scrutiny.
When voting on proposals at the general meeting, the vote counting and scrutiny shall be jointly conducted by shareholder representatives, representatives of the Audit Committee members, and other relevant parties appointed in accordance with the regulatory rules of places where the Company’s shares are listed. The voting results shall be announced on the spot and recorded in the meeting minutes.
Shareholders of the Company or their proxies’ casting votes via online, communication or other means shall be entitled to check their respective voting results through corresponding voting systems. |
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|---|---|
| Article 122 Unless otherwise specified in the resolution of the general meeting, newly elected Directors and Supervisors shall assume office immediately upon the proposals regarding the election of relevant Directors and Supervisors are passed at the general meeting. | Article 122 Unless otherwise specified in the resolution of the general meeting, newly elected Directors shall assume office immediately upon the proposals regarding the election of relevant Directors are passed at the general meeting. |
| Article 127 Directors shall observe laws, administrative regulations, the regulatory rules of places where the Company’s shares are listed and these Articles of Association, and owe the following due diligence duties to the Company: |
(1) to exercise the rights conferred by the Company with due discretion, care and diligence to ensure that the business operations of the Company comply with the national laws, administrative regulations and various national economic policies and are not beyond the scope of business specified in the business license of the Company;
(2) to treat all shareholders impartially;
(3) to keep informed of the business operations and management of the Company in a timely manner;
(4) to approve regular reports of the Company in written form and to ensure the integrity, accuracy and completeness of the information disclosed by the Company;
(5) to honestly provide the Supervisory Committee with the relevant circumstances and information, and not to prevent the Supervisory Committee or Supervisors from exercising their functions and powers;
(6) such other due diligence duties stipulated by laws, administrative regulations, departmental rules and these Articles of Association. | Article 127 Directors shall observe laws, administrative regulations, the regulatory rules of places where the Company’s shares are listed and these Articles of Association, and owe the following due diligence duties to the Company:
(1) to exercise the rights conferred by the Company with due discretion, care and diligence to ensure that the business operations of the Company comply with the national laws, administrative regulations and various national economic policies and are not beyond the scope of business specified in the business license of the Company;
(2) to treat all shareholders impartially;
(3) to keep informed of the business operations and management of the Company in a timely manner;
(4) to approve regular reports of the Company in written form and to ensure the integrity, accuracy and completeness of the information disclosed by the Company;
(5) to honestly provide the Audit Committee with the relevant circumstances and information, and not to prevent the Audit Committee or members of the Audit Committee from exercising their functions and powers;
(6) such other due diligence duties stipulated by laws, administrative regulations, departmental rules and these Articles of Association. |
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| Before amendment | After amendment |
|---|---|
| Article 137 The Board of Directors shall be accountable to the general meeting and exercise the following functions and powers: |
(1) to convene general meetings and report to the general meetings;
(2) to implement resolutions of the general meetings;
(3) to decide on the Company’s business plans and investment plans;
(4) to formulate the annual financial budgets and final accounts of the Company;
(5) to formulate the Company’s profit distribution plans and plans on making up losses;
(6) to formulate proposals for the increase or reduction of registered capital, the issuance of bonds or other securities, and listing for the Company;
(7) to formulate plans for the Company’s major acquisition, purchase the shares of the Company, or merger, division, dissolution or change of corporate form of the Company;
(8) to decide on matters such as external investments, acquisition or disposal of assets, mortgage of assets, external guarantees, entrusted wealth management, and related party transactions of the Company within the scope of authorization by the general meeting; | Article 137 The Board of Directors shall be accountable to the general meeting and exercise the following functions and powers:
(1) to convene general meetings and report to the general meetings;
(2) to implement resolutions of the general meetings;
(3) to decide on the Company’s business plans and investment plans;
(4) to formulate the Company’s profit distribution plans and plans on making up losses;
(5) to formulate proposals for the increase or reduction of registered capital, the issuance of bonds or other securities, and listing for the Company;
(6) to formulate plans for the Company’s major acquisition, purchase the shares of the Company, or merger, division, dissolution or change of corporate form of the Company;
(7) to decide on matters such as external investments, acquisition or disposal of assets, mortgage of assets, external guarantees, entrusted wealth management, related party transactions, and external donations of the Company within the scope of authorization by the general meeting;
(8) to decide on establishment of internal management organs of the Company; |
| Before amendment | After amendment |
|---|---|
| (9)—to decide on establishment of internal management organs of the Company; | (9) to decide to appoint or dismiss the Company’s general manager, secretary to the Board of Directors and other senior management, and to decide on their remunerations, rewards and punishments; to decide to appoint or dismiss the Company’s deputy general manager, financial controller and other senior management according to the nomination of the Company’s general manager and decide on matters of their remuneration and rewards and punishments; |
| (10)—to appoint or dismiss the Company’s general manager, secretary to the Board of Directors and other senior management; to appoint or dismiss the Company’s deputy general manager, financial controller and other senior management according to the nomination of the Company’s general manager and decide on matters of their remuneration and rewards and punishments; | |
| (11)—to formulate the basic management system of the Company; | (10) to formulate the basic management system of the Company; |
| (12)—to formulate proposals to amend these Articles of Association; | (11) to formulate proposals to amend these Articles of Association; |
| (13)—to manage the Company’s information disclosures; | (12) to manage the Company’s information disclosures; |
| (14)—to propose to the general meeting the appointment or replacement of the accounting firm that provides audit service to the Company; | (13) to propose to the general meeting the appointment or replacement of the accounting firm that provides audit service to the Company; |
| (15)—to receive reports on the work of the Company’s general manager and to inspect the work of the general manager; | (14) to receive reports on the work of the Company’s general manager and to inspect the work of the general manager; |
| (16)—to decide to recommend, appoint or replace Directors, Supervisors and senior management to the majority-owned subsidiaries, invested companies, joint ventures or associates of the Company; | (15) such other functions and powers conferred by laws, administrative regulations, departmental rules, regulatory rules of places where the Company’s shares are listed, these Articles of Association or the general meeting. |
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| Before amendment | After amendment |
|---|---|
| (17)—such other functions and powers conferred by laws, administrative regulations, departmental rules, regulatory rules of places where the Company’s shares are listed or these Articles of Association. |
The Board of Directors of the Company shall establish an audit committee and may, as necessary, establish other special committees such as strategy and development, nomination, and remuneration and appraisal committees. The special committees shall be accountable to the Board of Directors and shall perform their duties in accordance with these Articles of Association and the authorization of the Board of Directors. Their proposals shall be submitted to the Board of Directors for review and decision. All members of the special committees shall be composed of Directors. In the audit committee, nomination committee, and remuneration and appraisal committee, independent Directors shall constitute the majority and serve as the chairmen. The chairman of the audit committee shall be an accounting professional. The Board of Directors shall be responsible for formulating the working procedures for the special committees to regulate their operations.
Matters beyond the scope of authorization of the general meeting shall be submitted by the Board of Directors to the general meeting for deliberation. | The Board of Directors of the Company shall establish an audit committee to exercise the powers of the Supervisory Committee as stipulated in the Company Law. The Company may, as necessary, establish other special committees such as strategy and development, nomination, and remuneration and appraisal committees. The special committees shall be accountable to the Board of Directors and shall perform their duties in accordance with these Articles of Association and the authorization of the Board of Directors. Their proposals shall be submitted to the Board of Directors for review and decision. All members of the special committees shall be composed of Directors. In the audit committee, nomination committee, and remuneration and appraisal committee, independent Directors shall constitute the majority and serve as the chairmen. The chairman of the audit committee shall be an accounting professional. The Board of Directors shall be responsible for formulating the working procedures for the special committees to regulate their operations.
Matters beyond the scope of authorization of the general meeting shall be submitted by the Board of Directors to the general meeting for deliberation. |
| Before amendment | After amendment |
|---|---|
| Article 140 The Board of Directors shall establish the scope of authority for external investments, acquisition or disposal of assets, mortgage of assets, external guarantees, entrusted wealth management, and related party transactions, and shall implement rigorous review and decision-making procedures. Major investment projects shall be evaluated by relevant experts and professionals and submitted to the general meeting for approval. |
The Board of Directors shall have the following scope of authority in decision-making:
(1) Where the total assets involved in the transaction (taking the higher of book value and appraised value, if both exist) or the transaction amount accounts for more than 10% of the Company’s total audited assets in the most recent fiscal year;
(2) Where the net assets involved in the transaction or the transaction amount accounts for more than 10% of the absolute value of the Company’s audited net assets in the most recent fiscal year and exceeds RMB3 million;
(3) Related party transactions between the Company and a natural person as a related party with a transaction amount exceeding RMB500,000; or transactions with a legal person as a related party where the transaction amount accounts for more than 0.5% of the Company’s latest total audited assets and exceeds RMB3 million;
(4) Guarantee matters not covered under Article 66 of these Articles of Association;
(5) Financial assistance matters not covered under Article 68 of these Articles of Association;
(6) Financing matters where the single or cumulative amount within 12 consecutive months accounts for more than 10% but not more than 30% of the Company’s latest audited net assets; | Article 140 The Board of Directors shall establish the scope of authority for external investments, acquisition or disposal of assets, mortgage of assets, external guarantees, entrusted wealth management, and related party transactions, and shall implement rigorous review and decision-making procedures. Major investment projects shall be evaluated by relevant experts and professionals and submitted to the general meeting for approval.
The Board of Directors shall have the following scope of authority in decision-making:
(1) Where the total assets involved in the transaction (taking the higher of book value and appraised value, if both exist) or the transaction amount accounts for more than 10% but not more than 50% of the Company’s total audited assets in the most recent fiscal year;
(2) Where the net assets involved in the transaction or the transaction amount accounts for more than 10% but not more than 50% of the absolute value of the Company’s audited net assets in the most recent fiscal year, or exceeds RMB30 million but does not exceed RMB100 million;
(3) Guarantee matters not covered under Article 66 of these Articles of Association;
(4) Financial assistance matters not covered under Article 68 of these Articles of Association;
(5) Financing matters where the single or cumulative amount within 12 consecutive months accounts for more than 10% but not more than 30% of the Company’s latest audited net assets;
(6) such other functions and powers conferred by laws, administrative regulations, departmental rules or these Articles of Association. Where data involved in the above criteria is negative, the absolute value shall be taken for calculation. |
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| Before amendment | After amendment |
|---|---|
| (7)—such other functions and powers conferred by laws, administrative regulations, departmental rules or these Articles of Association. Where data involved in the above criteria is negative, the absolute value shall be taken for calculation. | |
| Article 144 The Board of Directors shall hold at least two meetings each year, convened by the chairman of the Board of Directors. Written notice shall be given to all Directors and Supervisors—at least 10 days prior to the meeting. | Article 144 The Board of Directors shall hold at least two meetings each year, convened by the chairman of the Board of Directors. Written notice shall be given to all Directors at least 10 days prior to the meeting. |
| Article 145 The Board of Directors shall conduct its deliberations by convening meetings of the Board of Directors. Meetings of the Board of Directors comprise regular meetings and extraordinary meetings. The Board of Directors shall hold at least two regular meetings each year, convened by the chairman of the Board of Directors. Written notice shall be given to all Directors and Supervisors—at least 10 days prior to the meeting. Regular meetings of the Board of Directors do not include approvals obtained by circulation of written resolutions. Shareholders representing more than one-tenth of the voting rights, one-third or more of the Directors, or the Supervisory Committee may propose the convening of an extraordinary meeting of the Board of Directors. The chairman of the Board of Directors shall convene and preside over a meeting of the Board of Directors within 10 days after receiving such a proposal. | Article 145 The Board of Directors shall conduct its deliberations by convening meetings of the Board of Directors. Meetings of the Board of Directors comprise regular meetings and extraordinary meetings. The Board of Directors shall hold at least two regular meetings each year, convened by the chairman of the Board of Directors. Written notice shall be given to all Directors at least 10 days prior to the meeting. Regular meetings of the Board of Directors do not include approvals obtained by circulation of written resolutions. Shareholders representing more than one-tenth of the voting rights, one-third or more of the Directors, or the Audit Committee may propose the convening of an extraordinary meeting of the Board of Directors. The chairman of the Board of Directors shall convene and preside over a meeting of the Board of Directors within 10 days after receiving such a proposal. |
| Before amendment | After amendment |
|---|---|
| Article 157—A person serving other administrative duties other than Director and Supervisor in any entity of the controlling shareholder of the Company shall not serve as the senior management of the Company. The senior management of the Company shall receive remuneration from the Company only, and the controlling shareholder shall not pay any remuneration to them on behalf of the Company. | / |
| Article 161—The detailed working rules for the general manager shall include: |
(1) the conditions, procedures and attendees for convening a meeting of the general manager;
(2) the respective specific duties and division of responsibilities among the general manager and other senior management;
(3) the authority for the application of the Company’s funds and assets, the execution of major contracts, and the mechanisms for reporting to the Board of Directors and the Supervisory Committee;
(4) such other matters as the Board of Directors may think necessary. | Article 160 The detailed working rules for the general manager shall include:
(1) the conditions, procedures and attendees for convening a meeting of the general manager;
(2) the respective specific duties and division of responsibilities among the general manager and other senior management;
(3) the authority for the application of the Company’s funds and assets, the execution of major contracts, and the mechanisms for reporting to the Board of Directors and the Audit Committee;
(4) such other matters as the Board of Directors may think necessary. |
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| Before amendment | After amendment |
|---|---|
| Chapter 7—Supervisory Committee |
Section 1—Supervisors
Article 168—The provisions of these Articles of Association regarding the circumstances under which a person may not serve as a Director shall also apply to Supervisors. Directors, general manager and other senior management shall not concurrently serve as Supervisors.
Article 169—The Supervisors shall abide by the laws, administrative regulations and these Articles of Association, and shall own fiduciary and due diligence duties to the Company. They shall not abuse their authority by accepting bribes or other illegal income and shall not embezzle the property of the Company.
Article 170—A Supervisor shall have a term of three years and may serve consecutive terms if re-appointed upon expiry of a term: | / |
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| Before amendment | After amendment |
|---|---|
| Article 171—Where a re-election fails to be carried out in a timely manner upon the expiry of the term of office of a Supervisor, or in the event that the resignation of the Supervisor during his/her term of office results in the number of members of the Supervisory Committee falling below the statutory minimum requirement, such Supervisor shall continue to perform his/her duties as a Supervisor in accordance with the laws, administrative regulations and these Articles of Association until the newly elected Supervisor assumes the office: | |
| Article 172—The Supervisors shall ensure that all information disclosed by the Company is true, accurate and complete: | |
| Article 173—The Supervisors may attend the meetings of the Board of Directors, query or provide suggestions on the resolution matters of the meeting of the Board of Directors: | |
| Article 174—The Supervisors shall not damage the interests of the Company by utilizing their affiliated relationships; otherwise, such Supervisors shall be liable to make compensations to the Company if any losses caused by them: | |
| Article 175—If a Supervisor violates any laws, administrative regulations, departmental rules and these Articles of Association during performing his/her duties of the Company and causes losses to the Company, such Supervisor shall be liable for compensation: |
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| Before amendment | After amendment |
|---|---|
| Section 2—Supervisory Committee |
Article 176—The Company has a Supervisory Committee. The Supervisory Committee consists of three Supervisors, including one chairman. The chairman of the Supervisory Committee shall be elected by a majority of all Supervisors. The chairman of the Supervisory Committee convenes and presides over meetings of the Supervisory Committee. If the chairman of the Supervisory Committee is unable or fails to perform his/her duties, a Supervisor jointly elected by more than half of the Supervisors shall convene and preside over the meeting of the Supervisory Committee.
The Supervisory Committee shall include shareholder representatives and an appropriate proportion of employee representatives from the Company, with the ratio of shareholder representatives to employee representatives being 2:1. The employee representatives in the Supervisory Committee are democratically elected by the Company’s employees at the employee representative assembly. | |
| Article 177—The Supervisory Committee shall exercise the following functions and powers:
(1) to review and give written opinions on the periodic reports of the Company prepared by the Board of Directors;
(2) to examine the Company’s financial matters;
(3) to supervise the performance by the Directors and senior management of their duties to the Company and propose the dismissal of the Directors and senior management who violates laws, administrative regulations, these Articles of Association or the resolutions of the general meeting;
(4) to demand rectification from the Directors and senior management when the acts of such persons are harmful to the Company’s interests; | |
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| Before amendment | After amendment |
|---|---|
| (5) to propose the convening of extraordinary general meetings; to convene and preside the general meetings in the event that the Board of Directors fails to perform its duties to convene and preside the general meetings in accordance with the Company Law; | |
| (6) to submit proposals to the general meetings; | |
| (7) to file lawsuits against Directors and senior management in accordance with Article 151 of the Company Law; | |
| (8) in case of any abnormal matters during the business operation of the Company, to investigate, and if necessary, to engage professionals such as accounting firms or law firms to assist its work with expenses being borne by the Company; | |
| (9) such other functions and powers conferred by laws, administrative regulations, departmental rules, listing rules of the stock exchanges of places where the Company's shares are listed, or these Articles of Association: | |
| Article 178—Meetings of the Supervisory Committee comprise regular meetings and extraordinary meetings. The Supervisory Committee shall meet at least once every six months. Any Supervisor may propose the convening of an extraordinary meeting of the Supervisory Committee. Notice of regular meetings and extraordinary meetings of the Supervisory Committee shall be delivered to all Supervisors at least 10 days and 5 days in advance, respectively: | |
| The resolutions of the Supervisory Committee shall be passed by more than half of the Supervisors: |
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| Before amendment | After amendment |
|---|---|
| Article 179—The Supervisory Committee shall formulate the Rules of Procedure for the Supervisory Committee to specify the deliberation methods and voting procedures of the Supervisory Committee, ensuring its operational efficiency and scientific decision-making: |
The Rules of Procedure for the Supervisory Committee, which shall serve as an annex to the Articles of Association, shall be drafted by the Supervisory Committee and approved at the general meeting:
Article 180—The Supervisory Committee shall keep the minutes of its decisions on the matters discussed at the meeting, and all Supervisors attending the meeting shall sign on the minutes:
A Supervisor shall be entitled to request that an explanation of his/her comments made at the meeting shall be recorded in the minutes: Minutes of the meetings of the Supervisory Committee shall be kept as the files of the Company for a period of 10 years:
Article 181—The notice of the meeting of the Supervisory Committee shall include the following contents:
(1)—the date, venue, and duration of the meeting;
(2)—the cause and the agenda items;
(3)—the date on which the notice is issued;
(4)—the convener and chairperson of the meeting, and the proposer of an extraordinary meeting along with his/her written proposal;
(5)—the meeting materials necessary for Supervisors to cast their votes;
(6)—the requirement that Supervisors shall attend the meeting in person;
(7)—the contact person and contact details:
Verbal meeting notices shall include at least items (1) and (2) above, as well as an explanation of the urgent circumstances requiring the prompt convening of an extraordinary meeting of the Supervisory Committee: | |
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| Before amendment | After amendment |
|---|---|
| Article 206—Any notice for convening a meeting of the Supervisory Committee of the Company shall be delivered by hand, facsimile, mail, email, public announcement, telephone, or other means. | / |
| Article 219—Upon the occurrence of the situation described in Article 216 (1) of these Articles of Association, the Company may continue to exist by amending these Articles of Association. |
Amendments to these Articles of Association pursuant to the preceding paragraph shall be subject to the approval of shareholders representing two-thirds or above of the voting rights present at the general meeting. | Article 203 Upon the occurrence of the situation described in Article 202 (1) of these Articles of Association, the Company may continue to exist by amending these Articles of Association.
Amendments to these Articles of Association pursuant to the preceding paragraph shall be subject to the approval of shareholders representing two-thirds or above of the voting rights present at the general meeting. |
| Article 220 If the Company is dissolved due to Article 216 (1), (2), (4) and (5) of these Articles of Association, a liquidation committee shall be established within 15 days from the date of the occurrence of the dissolution reasons to begin liquidation. The liquidation committee is composed of Directors or any other person determined by the general meeting. If a liquidation committee is not established within the prescribed time limit for liquidation, creditors may apply to the people’s court to designate relevant personnel to form a liquidation committee for liquidation. | Article 204 If the Company is dissolved due to Article 202 (1), (2), (4) and (5) of these Articles of Association, a liquidation committee shall be established within 15 days from the date of the occurrence of the dissolution reasons to begin liquidation. The liquidation committee is composed of Directors or any other person determined by the general meeting. If a liquidation committee is not established within the prescribed time limit for liquidation, creditors may apply to the people’s court to designate relevant personnel to form a liquidation committee for liquidation. |
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| Before amendment | After amendment |
|---|---|
| Article 232—Definitions |
(1) The term “controlling shareholder” shall have the meaning given to it in Article 63 of these Articles of Association.
(2) The term “actual controller” refers to a person who, although not a shareholder of the Company, is capable of actually dominating the Company through investment relationships, agreements, or other arrangements.
(3) The term “connected relationship” shall have the meaning given to it in the Hong Kong Listing Rules. The term “connected transaction” shall have the meaning given to it in the Hong Kong Listing Rules. | Article 216 Definitions
(1) The term “controlling shareholder” shall have the meaning given to it in Article 63 of these Articles of Association.
(2) The term “actual controller” refers to a person who, although not a shareholder of the Company, is capable of actually dominating the Company through investment relationships, agreements, or other arrangements.
(3) The term “connected relationship” shall have the meaning given to it in the Hong Kong Listing Rules. The term “connected transaction” shall have the meaning given to it in the Hong Kong Listing Rules.
(4) The term “audit committee” used in these Articles of Association shall have the same meaning as “audit committee” used in the Company Law; the terms “accounting firm(s)” and “remuneration and appraisal committee” used in these Articles of Association shall have the same meaning as “auditor(s)” and “remuneration committee” in the Hong Kong Listing Rules. Unless otherwise expressly referred to in the relevant national laws and administrative regulations and rules of the stock exchange(s) on which the shares of the Company are listed, the term “independent Directors” in these Articles of Association shall have the same meaning as “independent non-executive directors” in the Hong Kong Listing Rules. |
| Article 239 The appendices to these Articles of Association include the Rules of Procedure for the General Meeting, the Rules of Procedure for the Board of Directors, and the Rules of Procedure for the Supervisory Committee. In the event of any discrepancy between the Rules of Procedure for the General Meeting, the Rules of Procedure for the Board of Directors or the Rules of Procedure for the Supervisory Committee and these Articles of Association, the provisions of these Articles of Association shall prevail. | Article 239 The appendices to these Articles of Association include the Rules of Procedure for the General Meeting, the Rules of Procedure for the Board of Directors. In the event of any discrepancy between the Rules of Procedure for the General Meeting and the Rules of Procedure for the Board of Directors and these Articles of Association, the provisions of these Articles of Association shall prevail. |
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| Before amendment | After amendment |
|---|---|
| / | All references related to “Supervisory Committee”, ‘Supervisor(s)’ and ‘chairman of the Supervisory Committee’ in the original Articles of Association shall be deleted and partially amended to ‘Audit Committee’, ‘members of the Audit Committee’ and ‘chairman of the Audit Committee’. Due to the deletion, consolidation and addition of certain chapters and articles, serial numbers of the original chapters and articles, as well as quoted articles, shall be adjusted accordingly in line with the amendments. |
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Appendix II: Details of Amendments to Rules of Procedures for General Meeting
| Before amendment | After amendment |
|---|---|
| Title Shanghai Zhida Technology Development Co., Ltd. Rules of Procedures for General Meeting | Title Shanghai Zhida Technology Development Co., Ltd. Rules of Procedures for General Meeting |
| Article 52 These Rules of Procedure are formulated by the Board of Directors of the Company and considered and approved by the shareholders’ general meeting of the Company; and shall come into effect from the date on which the Company’s shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited. | Article 52 These Rules of Procedure are formulated by the Board of Directors of the Company and shall come into effect from the date on which it is considered and approved by the general meeting of the Company. |
| / | The expression “shareholders’ general meeting” is amended to “general meeting”; the expressions such as “supervisory committee”, “supervisor” and “chairman of the supervisory committee” in the original Rules of Procedure for Shareholders’ General Meeting are deleted, and partially amended to “Audit Committee”, “member of the Audit Committee”, and “Chairman of the Audit Committee”. |
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Appendix III: Details of Amendments to the Rules of Procedures for the Board of Directors
| Before amendment | After amendment |
|---|---|
| Article 1 Purpose | |
| To improve and regulate the procedures of the Board of Directors of Shanghai Zhida Technology Development Co., Ltd. (the “Company”), enhance the work efficiency and scientific decision-making level of the Board of Directors, and ensure the smooth progress of the Company’s production, operation and management, these Rules are formulated in accordance with the provisions of relevant laws, regulations and rules, including the Company Law of the People’s Republic of China (“Company Law”), the Trial Administrative Measures for Overseas Securities Offering and Listing by Domestic Companies, 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 Shanghai Zhida Technology Development Co., Ltd. (the “Articles of Association”), taking into account the actual circumstances of the Company. | Article 1 Purpose |
| To improve and regulate the procedures of the Board of Directors of Shanghai Zhida Technology Development Co., Ltd. (hereinafter referred to as the “Company”), enhance the work efficiency and scientific decision-making level of the Board of Directors, and ensure the smooth progress of the Company’s production, operation and management, these Rules are formulated in accordance with the provisions of relevant laws, regulations and rules, including the Company Law of the People’s Republic of China (“Company Law”), the Trial Administrative Measures for Overseas Securities Offering and Listing by Domestic Companies, 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 Shanghai Zhida Technology Development Co., Ltd. (the “Articles of Association”), taking into account the actual circumstances of the Company. |
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| Before amendment | After amendment |
|---|---|
| Article 32 Supplementary Provisions |
In these Rules, the term “above” or “more than” is inclusive of the given number.
These Rules shall, upon its consideration and approval at the shareholders’ general meeting of the Company, take effect from the date on which the Company is listed on the Main Board of The Stock Exchange of Hong Kong Limited. From the date on which these Rules take effect, the Company’s original Rules of Procedure for the Board of Directors shall automatically become null and void.
These Rules shall be interpreted by the Board of Directors of the Company. | Article 32 Supplementary Provisions
In these Rules, the term “above” or “more than” is inclusive of the given number.
These Rules shall take effect from the date of its consideration and approval at the general meeting of the Company. From the date on which these Rules take effect, the Company’s original Rules of Procedure for the Board of Directors shall automatically become null and void.
These Rules shall be interpreted by the Board of Directors of the Company. |
| / | The expression “shareholders’ general meeting” is amended to “general meeting”; the expressions such as “supervisory committee” and “supervisor” in the original Rules of Procedure for the Board of Directors are deleted, and partially amended to “Audit Committee” and “member of the Audit Committee”. |
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