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Sinopec Engineering Group Co Ltd. AGM Information 2023

May 4, 2023

14896_rns_2023-05-04_a731871e-d1a0-4894-b4b1-da1a82c9aed6.pdf

AGM 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.

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中石化煉化工程 (集團 ) 股份有限公司 SINOPEC Engineering (Group) Co., Ltd.[*]

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

(Stock Code: 2386)

POSTPONEMENT OF THE 2022 AGM AND THE CLASS MEETINGS EXTENSION OF THE BOOK CLOSURE PERIOD AND SUPPLEMENTAL NOTICE OF THE 2022 AGM

Reference is made to the Circular for the Annual General Meeting for the Year 2022 and the Notice of Domestic Shares Class Meeting and the Notice of H Shares Class Meeting (collectively, the “ Original Notices ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) all dated 19 March 2023, which set forth information regarding the 2022 AGM (the “ AGM ”) and the Domestic Shares Class Meeting and the H Shares Class Meeting (collectively, the “ Class Meetings ”) which were scheduled to be held at Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC at 10:00 a.m. on Friday, 12 May 2023. Unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company’s circular dated 19 March 2023 (the “ Circular ”).

I. POSTPONEMENT OF THE 2022 AGM AND THE CLASS MEETINGS AND EXTENSION OF THE BOOK CLOSURE PERIOD

The Board of the Company hereby announces that as additional time is needed for the preparation of the meeting, the date fixed for holding the AGM will be changed to 9:00 a.m. on Friday, 26 May 2023 from the original 10:00 a.m. on Friday, 12 May 2023. The Class Meetings will be rescheduled to be held at the same location immediately after the conclusion of the AGM on Friday, 26 May 2023 from the original Friday, 12 May 2023.

Due to the postponement of the AGM and the Class Meetings, in order to determine the entitlement of Shareholders to attend and vote at the AGM and the Class Meetings, the period during which the register of members of the Company will be closed will be extended from the period from Wednesday, 12 April 2023 to Friday, 12 May 2023 (both days inclusive) to the period from Wednesday, 12 April 2023 to Friday, 26 May 2023 (both days inclusive), during which no transfer of Shares will be effected. For the AGM and the Class Meetings, Shareholders who are entitled to attend and vote at the AGM and the Class Meetings are still those whose names appear on the register of members of the Company as at Wednesday, 12 April 2023. Save as disclosed in this announcement, the meeting venue, entitlement to attend and other relevant matters of the AGM and the Class Meetings remain unchanged. For details, please see the Original Notices and the Circular.

* For identification purposes only

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The reply slip for use at the AGM and the Class Meetings sent together with the Original Notices and the Circular to the Shareholders (the “ Reply Slip ”) will continue to be valid reply slip applicable at the postponed AGM and the Class Meetings. For the avoidance of doubt, any Reply Slip duly completed and returned in accordance with the instructions printed thereon remains valid for the postponed AGM and the Class Meetings and the relevant Shareholders are not required to return another reply slip.

The proxy form for use at the Class Meetings (the “ Relevant Proxy Form ”) sent together with the Original Notices and the Circular to the Shareholders will continue to be valid as the proxy form for use at the postponed Class Meetings. Shareholders who have not yet returned the Relevant Proxy Form shall complete it in accordance with the instructions printed thereon and return the same to the Company no later than 24 hours before the time fixed for holding the postponed Class Meetings or any adjournment thereof. For the avoidance of doubt, if a Shareholder has already completed and returned the Relevant Proxy Form in accordance with the instructions printed thereon, the Relevant Proxy Form will remain valid at the postponed Class Meetings and such Shareholder is not required to return another proxy form. As the proxy form (the “ First Proxy Form ”) accompanying the Original Notices dated 19 March 2023 for use at the AGM does not contain the additional resolutions set out in this supplemental notice, a new proxy form (the “ Revised Proxy Form ”) has been prepared and is enclosed with this supplemental notice. For details of the Revised Proxy Form, please refer to “II. Supplemental Notice of the 2022 AGM” below.

II. SUPPLEMENTAL NOTICE OF THE 2022 AGM

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that in addition to the resolutions to be proposed at the AGM for consideration, the Shareholders will consider and, if thought fit, pass the following supplemental resolutions.

ADDITIONAL RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE AGM

As ordinary resolutions:

  • (8) to consider and approve the appointment of Mr. ZHANG Xinming as an executive Director of the Fourth Session of the Board;

  • (10) to consider and approve the appointment of Mr. MA Yanhui as a non-employee representative supervisor of the Fourth Session of the Supervisory Committee; and

  • (11) to consider and approve the appointment of Mr. WU Defei as a non-employee representative supervisor of the Fourth Session of the Supervisory Committee.

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As special resolutions:

  • (3) to consider and approve the proposed amendments to the Articles of the Company (the “ Amendments to Articles ”), and to approve the authorisation to the Board, which in turn will authorise the chairman of the Board and his/her delegate(s), to make necessary and appropriate amendments to the Amendments to Articles in his/her opinion and deal with or authorise others to deal with the relevant legal procedures necessary for making such amendments to the Articles in accordance with specific requirements of regulatory authorities in the course of applying for approval/filing after the passing of the Amendments to the Articles at the 2022 AGM;

  • (4) to consider and approve the proposed amendments to Rules and Procedures for Meetings of the Board; and

  • (5) to consider and approve the proposed amendments to the Rules and Procedures for the Meetings of the Supervisory Committee.

Details of the above resolutions are set out in Appendix to the supplemental notice of the AGM.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the Company has rearranged the numbers of the resolutions to be proposed at the AGM as follows, and Shareholders should pay special attention to the following:

As ordinary resolutions:

  • (1) to consider and approve the report of the Board for the Year 2022;

  • (2) to consider and approve the report of the Supervisory Committee for the Year 2022;

  • (3) to consider and approve the audited financial statements for the Year 2022;

  • (4) to consider and approve the final dividend distribution plan for the Year 2022;

  • (5) to consider and approve the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2023;

  • (6) to consider and approve the business operation plan, investment plan and financial budget for the year 2023;

  • (7) to consider and approve the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP and BDO Limited as the domestic auditor and the international auditor of the Company for the year 2023, respectively, to hold office until the conclusion of the next annual general meeting of the Company, and the authorisation to the Board to fix their remuneration for the year 2023;

  • (8) to consider and approve the appointment of Mr. Zhang Xinming as an executive Director of the Fourth Session of the Board;

  • (9) to consider and approve the appointment of Mr. Duan Xue as an independent non-executive Director of the Fourth Session of the Board;

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  • (10) to consider and approve the appointment of Mr. Ma Yanhui as a non-employee representative supervisor of the Fourth Session of the Supervisory Committee;

  • (11) to consider and approve the appointment of Mr. Wu Defei as a non-employee representative supervisor of the Fourth Session of the Supervisory Committee; and

  • (12) to consider and approve the appointment of Mr. Han Weiguo as a non-employee representative supervisor of the Fourth Session of the Supervisory Committee.

As special resolutions:

  • (1) to consider and approve the grant of a general mandate to the Board to repurchase Domestic Shares and/or H Shares;

  • (2) to consider and approve the grant of a general mandate to the Board to issue Domestic Shares and/or H Shares;

  • (3) to consider and approve the proposed amendments to the Articles of the Company (the “ Amendments to Articles ”), and to approve the authorisation to the Board, which in turn will authorise the chairman of the Board and his/her delegate(s), to make necessary and appropriate amendments to the Amendments to Articles in his/her opinion and deal with or authorise others to deal with the relevant legal procedures necessary for making such amendments to the Articles in accordance with specific requirements of regulatory authorities in the course of applying for approval/filing after the passing of the Amendments to the Articles at the 2022 AGM;

  • (4) to consider and approve the proposed amendments to Rules and Procedures for the Meetings of the Board; and

  • (5) to consider and approve the proposed amendments to the Rules and Procedures for the Meetings of the Supervisory Committee.

Save as disclosed in this announcement, the resolutions and other relevant matters contained in the Original Notices remain unchanged.

By order of the Board

SINOPEC ENGINEERING (GROUP) CO., LTD. JIA Yiqun

Chief Financial Officer, Secretary of the Board and Company Secretary

Beijing, the PRC 4 May 2023

As at the date of this notice, the Directors of the Company are JIANG Dejun[#] , SUN Lili[#] , XIANG Wenwu[#] , WANG Zizong, LI Chengfeng, WU Wenxin*, HUI Chiu Chung, Stephen[+] , JIN Yong[+] and YE Zheng[+] .

  • Executive Director

  • Non-executive Director

    • Independent non-executive Director

This notice is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and on the website of the Company (www.segroup.cn).

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Notes:

  • I. Save for the additional resolutions to be considered at the AGM as set out above, there is no change to the resolutions as set out in the Original Notices. For details of the other resolutions to be considered at the AGM and the resolutions to be considered at the Class Meetings, the closure of register of members, the entitlement to attend the AGM and/or the Class Meetings, the registration procedures for attending the AGM and/or the Class Meetings, the appointment of proxies and other matters, please refer to “I. Postponement of the 2022 AGM and the Class Meetings and Extension of the Book Closure Period” above and the Original Notices and the Circular dated 19 March 2023 published by the Company on the website of The Stock Exchange of Hong Kong Limited and the website of the Company.

  • II. As the First Proxy Form does not contain the additional resolutions set out in this supplemental notice, the Revised Proxy Form has been prepared and is enclosed with this supplemental notice.

  • III. The Revised Proxy Form for use at the AGM is enclosed with this supplemental notice and has been published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Domestic Shareholders who intend to appoint proxy(ies) to attend the AGM on their behalf are requested to complete the Revised Proxy Form in accordance with the instructions printed thereon and return the same to the place of business of the Company at Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be) (i.e. before 9:00 a.m. on 25 May 2023 (Hong Kong time)) (the “ Deadline ”). H Shareholders should lodge the above documents with Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong within the same period.

  • IV. Important: If a Shareholder of the Company has not yet lodged the First Proxy Form with the Company or Computershare Hong Kong Investor Services Limited, such Shareholder is requested to lodge only the Revised Proxy Form. A Shareholder who has lodged the First Proxy Form with the Company or Computershare Hong Kong Investor Services Limited should note that:

  • (1) the duly completed Revised Proxy Form will be treated as the valid proxy form lodged by such Shareholder;

  • (2) if such Shareholder fails to lodge the Revised Proxy Form with the Company or Computershare Hong Kong Investor Services Limited, the lodged First Proxy Form, if duly completed, will remain effective and applicable to the extent permissible. For the additional resolutions not set out in the First Proxy Form, the proxy appointed under the First Proxy Form shall have the right to vote at his/her discretion if no relevant instruction is received;

  • (3) any Revised Proxy Form which is lodged with the Company or Computershare Hong Kong Investor Services Limited after the Deadline shall be invalid. The First Proxy Form previously lodged by such Shareholder shall not be revoked. The First Proxy Form, if duly completed, will be deemed effective and applicable to the extent permissible. For the additional resolutions not set out in the First Proxy Form, the proxy appointed under the First Proxy Form shall have the right to vote at his/her discretion if no relevant instruction is received.

  • V. Shareholders are advised that completion and return of the Revised Proxy Form shall not preclude them from attending and voting at the AGM or any adjournment thereof should they so wish.

  • VI. If the Reply Slip accompanying the Original Notices has been completed and returned in accordance with the instructions printed thereon, it will continue to be valid.

  • VII. Shareholders are requested to refer to the other notes set out in the Original Notices.

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APPENDIX

I. PROPOSED APPOINTMENT OF A DIRECTOR

The Board held the eleventh meeting of the Fourth Session of the Board on 4 May 2023. The Board approved the proposed appointment of Mr. ZHANG Xinming as an executive Director for a term commencing from the date of appointment and ending on the expiry of the term of the Fourth Session of the Board. According to the Articles, the proposed appointment of a Director of the Company is subject to the Shareholders’ approval. The proposal of the appointment of Mr. ZHANG Xinming as an executive Director will be put forward at the AGM for the Shareholders’ consideration and approval by way of an ordinary resolution.

The Company will enter into a service contract with Mr. ZHANG Xinming upon Mr. ZHANG Xinming’s proposed appointment as an executive Director being approved at the AGM of the Company, for a term commencing from the date of appointment and ending on the expiry of the term of the Fourth Session of the Board. Mr. ZHANG Xinming will receive remuneration for serving as an executive Director of the Company under the service contract, which will be determined in accordance with the relevant laws and regulations of the PRC and the internal measures on remuneration of the Company. Pursuant to the Hong Kong Listing Rules, the Company will disclose in its annual reports the remuneration received by Mr. ZHANG Xinming from the Company during the relevant reporting periods.

Biographical details of Mr. ZHANG Xinming are set out below:

Mr. ZHANG Xinming, aged 56, is a principal senior engineer with a master’s degree in business administration. Mr. Zhang served as a deputy general manager of Sinopec Luoyang Engineering Co., Ltd. and a deputy general manager of Sinopec Guangzhou Engineering Co., Ltd. from August 2013 to March 2015, a deputy director of the development planning department of Sinopec Group from March 2015 to December 2019, a deputy general manager of the development planning department of Sinopec Group from December 2019 to April 2021. He has been the chairman of Sinopec Shanghai Engineering Co., Ltd. from September 2020 to April 2023. From May 2021 to May 2023, he was a supervisor of the Company. He has been the president of the Company since May 2023.

As at the Latest Practicable Date, save as disclosed above, Mr. ZHANG Xinming did not serve as a director in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the Latest Practicable Date, Mr. ZHANG Xinming does not (i) hold any other positions with the Group, (ii) have any relationship with any Director, supervisor, senior management or substantial or controlling Shareholder of the Company (as defined under the Hong Kong Listing Rules), or (iii) have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, the Board is not aware of any other matter in relation to the proposed appointment of Mr. ZHANG Xinming as an executive Director that needs to be brought to the attention of the Shareholders, or any other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

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APPENDIX

II. PROPOSED APPOINTMENT OF SUPERVISORS

Resignation of Supervisors

The Supervisory Committee was recently notified by Mr. ZHU Fei, the chairman of the Supervisory Committee and Mr. ZHANG Xinming, a supervisor, of their resignation as a non-employee representative supervisor due to their respective work adjustment. The resignations of Mr. ZHU Fei and Mr. ZHANG Xinming shall become effective from the date on which they were tendered to the Supervisory Committee.

Each of Mr. ZHU Fei and Mr. ZHANG Xinming has confirmed that he has no disagreement with the Supervisory Committee and there is no matter relating to his resignation that needs to be brought to the attention of the Shareholders of the Company.

Proposed Appointment of Supervisors

The Company held the fifth meeting of the Fourth Session of the Supervisory Committee on 4 May 2023, where the Supervisory Committee approved the proposed appointment of Mr. MA Yanhui and Mr. WU Defei as non-employee representative supervisors of the Company for a term commencing from the date of appointment and ending on the expiry of the term of the Fourth Session of the Supervisory Committee. According to the Articles, the proposed appointment of a non-employee representative supervisor of the Company is subject to the Shareholders’ approval. The proposal of the appointment of Mr. MA Yanhui and Mr. WU Defei as non-employee representative supervisors will be put forward at the AGM for the Shareholders’ consideration and approval by way of ordinary resolutions.

The Company will enter into service contracts with Mr. MA Yanhui and Mr. WU Defei respectively upon Mr. MA Yanhui’s and Mr. WU Defei’s proposed appointment as nonemployee representative supervisors being approved at the AGM, for a term commencing from the date of appointment and ending on the expiry of the term of the Fourth Session of the Supervisory Committee. Mr. MA Yanhui and Mr. WU Defei will receive remuneration for serving as supervisors of the Company under their service contracts, which will be determined in accordance with the relevant laws and regulations of the People’s Republic of China and the internal measures on remuneration of the Company. Pursuant to the Hong Kong Listing Rules, the Company will disclose in its annual reports the remuneration received by Mr. MA Yanhui and Mr. WU Defei from the Company during the relevant reporting periods.

Biographical details of Mr. MA Yanhui and Mr. WU Defei are set out below:

Mr. MA Yanhui, aged 52, is a senior economist with a master’s degree in management. Mr. Ma served successively as the secretary of office of Yanhua Refinery of Sinopec, the secretary and a deputy director of Yanhua Office of Great Wall Lubricant Oil, a supervisor and an acting director and a deputy director of the Integrated Corporate Reform Department of China Petrochemical Corporation, and a deputy director and the director of the Structure Reform Sector, Corporate Reform Department of Sinopec Assets Management Co., Ltd., etc.

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APPENDIX

from 1996 to 2008. Mr. Ma was the director of the Integrated Corporate Reform Department of China Petrochemical Corporation (Sinopec Group) from June 2008 to August 2017. He served as a supervisor, the chairman of the supervisory committee and the chairman of the Labour Union of Sinopec Shanghai Petrochemical Company Limited from October 2017 to April 2023.

Mr. WU Defei, aged 47, is an executive director of SINOPEC Engineering Incorporation. Mr. Wu is a principal senior engineer with a PhD degree in engineering. Mr. Wu served successively as a post-doctor at the post-doctoral workstation, a deputy director and the director of the Refinery Processes Department, the director of the Processes Department and a deputy director of the Engineering Technology Research and Development Department of SINOPEC Engineering Incorporation from January 2004 to December 2017. Mr. Wu served as a deputy director of the Refinery Business Department of Sinopec Corp. from January 2018 to March 2019, a director of Fujian Petrochemical Company Limited from October 2018 to June 2020, a vice president of Sinopec Nanjing Engineering Co., Ltd. (中石化南京工程有限公司) from March 2019 to August 2020, the executive deputy general manager of SINOPEC Engineering Incorporation from August 2020 to December 2020, and the general manager of SINOPEC Engineering Incorporation from December 2020 to April 2023. He has been an executive director of SINOPEC Engineering Incorporation since April 2023.

As of the Latest Practicable Date, save as disclosed above, Mr. MA Yanhui and Mr. WU Defei did not serve as a director in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As of the Latest Practicable Date, Mr. MA Yanhui and Mr. WU Defei did not (i) hold any other positions with the Group, (ii) have any relationship with any Director, supervisor, senior management or substantial or controlling Shareholder of the Company (as defined under the Hong Kong Listing Rules), or (iii) have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, the Board and the Supervisory Committee are not aware of any other matter in relation to the proposed appointment of Mr. MA Yanhui and Mr. WU Defei as supervisors of the Company that needs to be brought to the attention of the Shareholders, or any other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

III. PROPOSED AMENDMENTS TO THE ARTICLES

The Board held the eleventh meeting of the Fourth Session of the Board on 4 May 2023, at which the resolution on the amendments to the Articles was considered and approved, and recommended that the Shareholders approve the authorisation to the Board, which in turn will authorise the chairman of the Board and its delegate(s), to make necessary and appropriate amendments to the Amendments to Articles in its opinion and deal with or authorise others to deal with the relevant legal procedures necessary for making such amendments to the Articles in accordance with specific requirements of regulatory authorities in the course of applying for approval/finalization after the passing of the Amendments to the Articles at the 2022 AGM.

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APPENDIX

1. Reasons for the Proposed Amendments to the Articles

In order to further improve corporate governance and promote long-term development, taking into account the existing composition and changes of the members of the Board and the Supervisory Committee of the Company, the Board of the Company hereby proposes to adjust the composition of the Board stipulated in Article 94 of the Articles and the composition of the Supervisory Committee stipulated in the paragraph 2 of Article 128.

2. Main Contents of the Amendments

In case of any discrepancy between the English and Chinese versions of the proposed amendments to the Articles, the Chinese version shall prevail.

(1) Proposed amendment to Article 94 of the Articles

Existing Article 94:

The board of directors shall consist of seven to nine directors, including at least one third of independent non-executive directors. There shall be a chairman and a vice chairman of the board of directors. An independent nonexecutive director refers to a director who does not hold any position other than directorship in the Company and who has no relationship with the Company or its major shareholder(s) (i.e. a shareholder who alone holds or shareholders who together hold 5% or more of the total voting shares of the Company) that could hinder such shareholder(s) from making independent and objective judgments, and who is in compliance with the independence requirements under the stock exchange rules in the place where shares of the Company are listed.

It is proposed to be amended as follows:

The board of directors shall consist of seven to eleven directors, including at least one third of independent non-executive directors. There shall be a chairman and a vice chairman of the board of directors. An independent nonexecutive director refers to a director who does not hold any position other than directorship in the Company and who has no relationship with the Company or its major shareholder(s) (i.e. a shareholder who alone holds or shareholders who together hold 5% or more of the total voting shares of the Company) that could hinder such shareholder(s) from making independent and objective judgments, and who is in compliance with the independence requirements under the stock exchange rules in the place where shares of the Company are listed.

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APPENDIX

(2) Proposed amendment to the paragraph 2 of Article 128 of the Articles

Existing paragraph 2 of Article 128:

The supervisory committee shall consist of five to seven supervisors, including at least one third of employee representative supervisors. The non-employee representative supervisors shall be elected and dismissed through the meetings of shareholders. Employee representative supervisors shall be elected and dismissed through the employee representatives meetings, employee meetings or through other forms of democratic election.

It is proposed to be amended as follows:

The supervisory committee shall consist of five to nine supervisors, including at least one third of employee representative supervisors. The non-employee representative supervisors shall be elected and dismissed through the meetings of shareholders. Employee representative supervisors shall be elected and dismissed through the employee representatives meetings, employee meetings or through other forms of democratic election.

In accordance with the provisions of the Articles, amendments to the Articles of the Company are subject to the approval of Shareholders. It is proposed that the relevant resolution on the proposed amendments to the Articles be submitted to the AGM for the Shareholders’ consideration and approval by way of a special resolution.

IV. PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE MEETINGS OF THE BOARD

1. Reasons for the proposed amendments to the Rules and Procedures for the Meetings of the Board

In order to further improve corporate governance and promote long-term development, taking into account the existing composition and changes of the members of the Board of the Company, the Board of the Company hereby proposes to adjust the composition of the Board stipulated in Article 7 of the Rules and Procedures for the Meetings of the Board.

2. Proposed amendment to Article 7 of the Rules and Procedures for the Meetings of the Board

Existing Article 7:

The board of directors shall consist of seven to nine directors, including at least one third of independent non-executive directors. There shall be a chairman and a vice chairman of the board of directors.

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APPENDIX

It is proposed to be amended as follows:

The board of directors shall consist of seven to eleven directors, including at least one third of independent non-executive directors. There shall be a chairman and a vice chairman of the board of directors.

V. PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES FOR THE MEETINGS OF THE SUPERVISORY COMMITTEE

1. Reasons for the proposed amendments to the Rules and Procedures for the Meetings of the Supervisory Committee

In order to further improve corporate governance and promote long-term development, taking into account the existing composition and changes of the members of the Supervisory Committee of the Company, the Supervisory Committee of the Company hereby proposes to adjust the composition of the Supervisory Committee stipulated in Article 9 of the Rules and Procedures for the Meetings of the Supervisory Committee.

2. Proposed amendment to Article 9 of the Rules and Procedures for the Meetings of the Supervisory Committee

Existing Article 9:

The supervisory committee shall consist of five to seven supervisors, including at least one third of employee representative supervisors. There shall be a chairman for the supervisory committee and it is permitted to appoint vice chairman to the supervisory committee. The appointment of the chairman and vice chairman of the supervisory committee shall be approved by more than two thirds of the members of the supervisory committee through voting.

It is proposed to be amended as follows:

The supervisory committee shall consist of five to nine supervisors, including at least one third of employee representative supervisors. There shall be a chairman for the supervisory committee and it is permitted to appoint vice chairman to the supervisory committee. The appointment of the chairman and vice chairman of the supervisory committee shall be approved by more than two thirds of the members of the supervisory committee through voting.

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