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.

T J C D

天津建设发展集团股份公司

Tianjin Construction Development Group Co., Ltd.

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

(Stock Code: 2515)

(1) RESIGNATION OF EXECUTIVE DIRECTOR;
(2) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR; AND
(3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROCEDURAL RULES

This announcement is made by Tianjin Construction Development Group Co., Ltd. (the "Company") pursuant to Rules 13.51(1) and (2) of the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

RESIGNATION OF EXECUTIVE DIRECTOR

The board (the "Board") of directors (the "Directors") of the Company hereby announces that Ms. Zhao Xiaorong ("Ms. Zhao"), an executive Director of the Company ("Executive Director"), has tendered her resignation to the Board to resign from the positions of Executive Director and vice president with effect from 2 December 2024 due to family and health reasons.

Ms. Zhao has confirmed that she has no disagreement with the Board and there is no matter that needs to be brought to the attention of the shareholders of the Company (the "Shareholders") and the Stock Exchange in relation to her resignation.

In accordance with the relevant provisions of the Company Law of the People's Republic of China and the articles of association of the Company, Ms. Zhao's resignation did not result in the number of members of the Board falling below the statutory minimum number.

During her tenure as an Executive Director, Ms. Zhao performed her duties of Director earnestly, diligently, and pragmatically with her management experiences, actively safeguarded the legitimate interests of the Company and the Shareholders. Ms. Zhao had also been highly recognized by the Board and the management. The Company wishes to express its heartfelt gratitude to Ms. Zhao for her contributions to the Company during her tenure as an Executive Director.

PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

The Board hereby announces that, after taking into consideration the recommendation from the nomination committee of the Board (the "Nomination Committee"), the Board has resolved to propose the appointment of Ms. Guan Fengdan ("Ms. Guan") as an Executive Director. The appointment of Ms. Guan as an Executive Director is subject to the approval of the Shareholders by way of ordinary resolution at the forthcoming extraordinary general meeting of the Company (the "EGM").

Set out below are the biographical details of Ms. Guan:

Ms. Guan, aged 45, has accumulated extensive experience in corporate management, particularly in human resources, administration, and operations management. From July 2005 to May 2008, she served as the office director at Tianjin Bico Petroleum Equipment Engineering Co., Ltd. (天津市畔科石油設備工程公司), where she was responsible for overseeing office administration. From June 2008 to December 2022, she served successively as the human resources and administration manager and the general manager at Jiangshengyuan Construction Co., Ltd. (江盛源建設有限公司). From January 2023 to June 2024, Ms. Guan served as the deputy general manager at Tianjin Shengshi Pengda Ocean Engineering Co., Ltd.* (天津晟世鹏達海洋工程有限公司), focusing on the company's daily operational management. Since July 2024, she has been the vice president and the human resources director of the Company, where she is responsible for corporate management-related matters.

Ms. Guan earned a bachelor's degree in human resource management from Tianjin Normal University in June 2016.

Ms. Guan was the general partner and the executive partner of the partnership established in the PRC below prior to its dissolution.

Name of the partnership	Principal business	Method of dissolution	Date of dissolution	Position
Yingguan (Tianjin) Enterprise Management Partnership (Limited Partnership)*
(赢冠(天津)企業管理合夥企業(有限合夥))	Business services	Dissolved by deregistration	18 November 2021	Executive partner

To the best knowledge, information and belief of Ms. Guan, she confirmed that (i) there was no wrongful act on her part leading to the dissolution of the above partnership; (ii) she is not aware of any actual or potential claim that has been or will be made against her as a result of the dissolution of the above partnership; (iii) no misconduct or misfeasance has been involved in the dissolution of the above partnership; (iv) the above partnership was solvent immediately prior to dissolution; and (v) the deregistration of business license of the above partnership had not resulted in any liability or obligation imposed against her.

Subject to the approval of the Shareholders at the EGM, the Company will enter into a letter of appointment with Ms. Guan. The term of Ms. Guan's appointment will commence on the date on which the ordinary resolution regarding the appointment of Ms. Guan is passed at the EGM and expires at the expiration of the first session of the Board. Ms. Guan will not receive any remuneration for her services as an Executive Director. The emolument of Ms. Guan is determined in accordance with the remuneration policy of the Company, as well as by reference to her duties and responsibilities with the Company and the prevailing market condition.

Save as disclosed above, as at the date of this announcement, Ms. Guan (i) has not held any other directorship in any public company the securities of which are listed on any securities market in Hong Kong or overseas during the last three years preceding the date of this announcement, or any other major appointment and/or professional qualification; (ii) has no relationship with any Director, supervisor, senior management or substantial or controlling shareholders of the Company; (iii) has no other position with the Company and its subsidiaries; and (iv) has no interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, there is no other information required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders or the Stock Exchange.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROCEDURAL RULES

The Board is pleased to announce that on 2 December 2024, the Board considered and approved, among other things, the resolutions in respect of the amendments to the articles of association of the Company (the “Articles of Association”), the Procedural Rules for the General Meetings (the “Procedural Rules of the General Meetings”), the Procedural Rules of the Board (the “Procedural Rules of the Board”) of the Company and the terms of reference of the audit committee, the nomination committee and the remuneration committee of the Board (the “Terms of Reference of Board Committees”); the supervisory board of the Company considered and approved, among other things, the resolution in respect of the amendments to the Procedural Rules for the Supervisory Board of the Company (the “Procedural Rules of the Supervisory Board”, together with the Procedural Rules of the General Meetings and the Procedural Rules of the Board, collectively referred to as the “Procedural Rules”).

The Company Law of the People’s Republic of China (2023 Revision) (the “Company Law”) came into effect on 1 July 2024. In order to further improve the governance structure of the Company and enhance its standardised operation, in accordance with the relevant provisions of the Company Law, the Guidelines on the Articles of Association of Listed Companies, the Listing Rules and other applicable laws, regulations and normative documents, and taking into account the actual situation of the Company, the Board proposes to amend (i) the Articles of Association, and (ii) the Procedural Rules to align with the proposed amendments to the Articles of Association. In addition, the Board has considered and approved the amendments to the Terms of Reference of Board Committees. The revised Terms of Reference of Board Committees will be made available on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.tjcdg.com).

Details of the proposed amendments to the Articles of Association and the Procedural Rules are set out in the appendices to this announcement. The Articles of Association and the Procedural Rules were prepared in Chinese, without a formal English version. As such, the English translation of the Articles of Association and the Procedural Rules and their proposed amendments are for reference only. In case of any discrepancies, the Chinese version shall prevail.

The Board will put forward to the Shareholders special resolution for considering and, if thought fit, approving the amendments to the Articles of Association and ordinary resolutions for considering and, if thought fit, approving the amendments to the Procedural Rules at the EGM.

Upon the proposed amendments to the Articles of Association having become effective, the Company will carry out necessary filing procedures with the Companies Registry in Hong Kong.

GENERAL

The EGM will be convened and held on Friday, 20 December 2024. A circular containing, among other things, details of (i) the proposed appointment of Ms. Guan as an Executive Director and (ii) the proposed amendments to the Articles of Association and the Procedural Rules, together with the notice of the EGM, will be published on the websites of the Company (www.tjcdg.com) and the Stock Exchange (www.hkexnews.hk) in due course and despatched to the Shareholders upon request.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Tuesday, 17 December 2024 to Friday, 20 December 2024, both days inclusive, to determine the entitlement to attend and vote at the EGM. During such period, no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of the shares of the Company shall ensure all properly completed transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, 16 December 2024 for registration.

By order of the Board

Tianjin Construction Development Group Co., Ltd.

Wang Wenbin

Chairman and non-executive Director

Tianjin, the PRC, 2 December 2024

As of the date of this announcement, the Board of Directors of the Company comprises: (i) Mr. Zhao Kuanghua, Mr. Li Kai, Mr. Yang Youhua and Mr. Ni Baqun as executive Directors; (ii) Mr. Wang Wenbin as non-executive Director; and (iii) Dr. Yan Bing, Dr. Liu Jinlu and Mr. Shiu Shu Ming as independent non-executive Directors.

for identification purpose only

APPENDIX I

Comparison Table of Amendments to the Articles of Association

The Board proposes to make the following amendments to the Articles of Association (deleted texts are presented in strikethrough and additional texts are presented in underline):

No.	Original version	Revised version
1.	Article 17
All the shares issued by the Company are denominated in RMB with a par value of RMB1 per share.

The shares issued by the Company are referred to as domestic unlisted shares if they are issued in the PRC but have not yet been listed or traded on any domestic exchange, or as H Shares if they are listed on the SEHK. All shareholders of the Company shall have the same rights regarding dividends distribution or any other distributions of the Company.

Where the shareholders of domestic unlisted shares apply for the conversion of the domestic unlisted shares held by them into overseas listed shares and have such shares listed and traded on an overseas exchange, they shall entrust the domestic company to go through the relevant filing procedures with the CSRC, subject to the relevant regulations of the CSRC. | Article 17
All the shares issued by the Company are denominated in RMB with a par value of RMB1 per share.

After fulfilling the necessary procedures stipulated in Trial Administrative Measures and other relevant laws, regulation and normative documents. Where the shareholders of domestic unlisted shares may apply for the conversion of the part or all of the domestic unlisted shares held by them into overseas listed shares and have such shares listed and traded on an overseas exchange. The listing of the aforementioned unlisted shares for trading on the overseas exchange must comply with the regulatory procedures, provisions, and requirements of the overseas exchange., they shall entrust the domestic company to go through the relevant filing procedures with the CSRC, subject to the relevant regulations of the CSRC. |

No.	Original version					Revised version
2.	Article 19					Article 19
	Upon its incorporation, the Company issued 150,000,000 ordinary shares to its promoters, representing 100% of the total issued shares of the Company. The promoters and their respective number of shares subscribed, shareholding percentage, method of capital contribution and time of capital contribution are set out below:					Upon its incorporation, the Company issued 150,000,000 ordinary shares to its promoters, representing 100% of the total issued shares of the Company. The promoters and their respective number of shares subscribedheld, shareholding percentage, method of capital contribution and conversion base date (time of capital contribution) are set out below:
	No. Promoters	Number of shares held (shares)	Shareholding percentage (%)	Method of capital contribution	Conversion base date	No. Promoters	Number of shares held (shares)	Shareholding percentage (%)	Method of capital contribution	Conversion base date
	1. Shengyuan Group Holdings (Tianjin) Co., Ltd.* (嘉善集團控股(天津)有限公司)	105,000,000	70%	Shares converted from net assets	2022.11.30	1. Shengyuan Group Holdings (Tianjin) Co., Ltd.* (嘉善集團控股(天津)有限公司)	105,000,000	70%	Shares converted from net assets	2022.11.30
	2. Zhiwolai (Tianjin) Enterprise Management Co. Limited* (晟未來(天津)企業管理有限公司)	30,000,000	20%	Shares converted from net assets	2022.11.30	2. Zhiwolai (Tianjin) Enterprise Management Co. Limited* (晟未來(天津)企業管理有限公司)	30,000,000	20%	Shares converted from net assets	2022.11.30
	3. Gongmohao (Tianjin) Enterprise Management Co. Limited* (共美财(天津)企業管理有限公司)	15,000,000	10%	Shares converted from net assets	2022.11.30	3. Gongmohao (Tianjin) Enterprise Management Co. Limited* (共美财(天津)企業管理有限公司)	15,000,000	10%	Shares converted from net assets	2022.11.30
Total	150,000,000	100%	-	-	Total	150,000,000	100%	-	-
3.	Article 20					Article 20
	The total number of shares was 150,000,000 shares upon the full conversion of the Company into a joint stock limited liability company, all of which are ordinary shares. Upon completion of the initial public offering of H shares, the total number of shares of the Company on the listing date was 215,794,749 shares, and the registered capital of the Company was RMB215,794,749; Upon the exercise of over-allotment (if applicable), the total number of shares of the Company was 223,886,749 shares, and the registered capital of the Company was RMB223,886,749.					The total number of shares was 150,000,000 shares upon the full conversion of the Company into a joint stock limited liability company, all of which are ordinary shares. Upon completion of the initial public offering of H shares, the total number of shares of the Company on the listing date was 215,794,749 shares, and the registered capital of the Company was RMB215,794,749; Upon the exercise of over-allotment (if applicable), the total number of shares of the Company was 223,886,749 shares, and the registered capital of the Company was RMB223,886,749.

No.	Original version	Revised version
4.	Article 22

Pursuant to the requirements of laws and regulations, the Company may, based on its operation and development needs, increase its registered capital in the following manners upon the adoption of respective resolutions at the shareholders’ general meetings:

(i) by public offering of shares;
(ii) by non-public offering of shares;
(iii) by issuing dividend shares to the existing shareholders;
(iv) by capital increase through the conversion of provident fund; or
(v) by other ways permitted by the laws, administrative regulations and relevant regulatory authorities. | Article 22

The Board may, in accordance with the provisions of the Articles or the authorization of the shareholders’ general meeting and pursuant to the applicable laws, regulations and normative documents of China and other jurisdictions, decide on the issuance of shares not exceeding 50% of the shares in issue within three years; however, capital contributions made with non-monetary property must be approved by a resolution of the shareholders’ general meeting. |

No.	Original version	Revised version
		If the decision of the Board to issue new shares in accordance with the preceding paragraph results in a change in the registered capital of the Company or in the number of shares in issue, the amendment to the respective information in the Articles shall not be subject to the resolution of the shareholders’ general meeting. If the Board decides to issue new shares in accordance with the provisions of the Articles or the authorization of the shareholders’ general meeting, the resolution of the Board shall be passed by more than two-thirds of all the Directors.
5.	Article 24
The Company is not permitted to repurchase its shares except under one of the following circumstances:

(i) to reduce the registered capital of the Company;

(ii) to merge with other companies which hold shares in the Company;

(iii) to utilize its shares for employee stock ownership plans or share incentive plans;

(iv) to acquire shares held by shareholders, who vote against any resolution proposed in any shareholders’ general meeting on the merger or division of the Company, upon their request;

(v) to use shares for converting corporate bonds convertible into shares issued by the Company; | Article 24
The Company is not permitted to repurchase its shares except under one of the following circumstances:

(i) to reduce the registered capital of the Company;

(ii) to merge with other companies which hold shares in the Company;

(iii) to utilize its shares for employee stock ownership plans or share incentive plans;

(iv) to acquire shares held by shareholders, who vote against any resolution proposed in any shareholders’ general meeting on the merger or division of the Company, upon their request;

(v) to use shares for converting corporate bonds convertible into shares issued by the Company; |

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No.	Original version	Revised version
	(vi) be necessary for the Company to protect corporate value and shareholders’ interests; or

(vii) other circumstances as permitted by the laws, administrative regulations, departmental rules, normative documents and the securities regulatory rules of the place where the Company’s shares are listed. | (vi) be necessary for the Company to protect corporate value and shareholders’ interests; or

Where the Company acquires its shares under the circumstances prescribed in items (i) and (ii) of Article 24 of these Articles, such acquisition shall be resolved at a shareholders’ general meeting of the Company. Where the Company acquires shares under the circumstances prescribed in items (iii), (v) and (vi) of Article 24 of these Articles, such acquisition may be resolved at a Board Meeting attended by at least two-thirds (2/3) of the Directors in accordance with the provisions of these Articles or the authorization of the shareholders’ general meeting.

Subject to Article 24 of these Articles, where the Company acquires its Shares under the circumstances prescribed in item (i) thereof, such Shares shall be cancelled within ten (10) days from the date of acquisition. Where the Shares are acquired under the circumstances prescribed in items (ii) and (iv) thereof, such shares shall be transferred or cancelled within six (6) months. Where the Shares are acquired under the circumstances prescribed in items (iii), (v) and (vi) thereof, the total number of the Shares held by the Company shall not exceed ten percent (10%) of the total issued Shares, and such shares shall be transferred or cancelled within three (3) years. | Article 26

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No.	Original version	Revised version
	Where the relevant laws and regulations, normative documents, and the relevant requirements of the Securities Regulatory Authorities in the place where the Company’s shares are listed contain any other provisions in respect of the matters related to the aforementioned share repurchase, such provisions shall prevail.	Where the relevant laws and regulations, normative documents, and the relevant requirements of the Securities Regulatory Authorities in the place where the Company’s shares are listed contain any other provisions in respect of the matters related to the aforementioned share repurchase, such provisions shall prevail.
7.	Article 29

The Shares held by the promoters shall not be transferred within one year from the date of incorporation of the Company. Shares issued prior to any public offering of Shares shall not be transferred within one year from the date on which the Shares are listed or traded on the SEHK.

The Directors, Supervisors and senior management of the Company shall declare to the Company their shareholding and changes thereof and shall not transfer more than twenty-five percent (25%) of the total number of shares of the Company held by them every year during their tenure. The shares held by the aforementioned person shall not be transferred within one year of the date on which the shares are listed and traded. The aforesaid persons shall not transfer the shares of the Company held by them within half a year from the date they terminate their employment with the Company.

Where the shares are pledged within the period of restriction on transfer as prescribed by laws or administrative regulations, the pledgee shall not exercise the pledge rights during the period of restriction on transfer. | Article 29

The Directors, Supervisors and senior management of the Company shall declare to the Company their shareholding and changes thereof and shall not transfer more than twenty-five percent (25%) of the total number of shares of the Company held by them every year during their tenure since their appointment. The shares held by the aforementioned person shall not be transferred within one year of the date on which the shares are listed and traded. The aforesaid persons shall not transfer the shares of the Company held by them within half a year from the date they terminate their employment with the Company.

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No.	Original version	Revised version
8.	Article 37

When the Company convenes a shareholders’ general meeting, distributes dividends, commences liquidation or participates in other activities which require the verification of the identities of shareholders, the Board of Directors or the convener of the shareholders’ general meeting shall decide the date of record. The shareholders whose names are registered on the register of shareholders at the close of trading on the date of record shall be entitled to the relevant rights. | Article 37

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

(i) the right to receive dividends and other profit distributions in proportion to their shareholding;

(ii) the right to request, convene, preside over, attend or appoint proxies to attend shareholders’ general meetings lawfully and to exercise the corresponding voting rights;

(iii) the right to supervise the operation of the Company, to present proposals or to raise enquires;

(iv) the right to transfer, gift or pledge shares in accordance with the laws, administrative regulations as well as these Articles; | Article 39

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

(i) the right to receive dividends and other profit distributions in proportion to their shareholding;

(ii) the right to request, convene, preside over, attend or appoint proxies to attend shareholders’ general meetings lawfully and to exercise the corresponding voting rights;

(iii) the right to supervise the operation of the Company, to present proposals or to raise enquires;

(iv) the right to transfer, gift or pledge shares in accordance with the laws, administrative regulations as well as these Articles; |

12 -

No.	Original version	Revised version
	(v) the right to access these Articles, register of shareholders, corporate bond stubs, minutes of shareholders’ general meetings, resolutions of Board Meetings, resolutions of the meetings of the Supervisory Committee and financial accounting reports;	(v) the right to access and copy these Articles and the articles of association of the wholly-owned subsidiaries of the Company, register of shareholders, corporate bond-stubs, minutes of shareholders’ general meetings, resolutions of Board Meetings, resolutions of the meetings of the Supervisory Committee and financial accounting reports;
	(vi) in the event of the termination or liquidation of the Company, the right to participate in the distribution of remaining assets of the Company in accordance with their shareholding;	(vi) in the event of the termination or liquidation of the Company, the right to participate in the distribution of remaining assets of the Company in accordance with their shareholding;
	(vii) with respect to the shareholders who vote against any resolution adopted at the shareholders’ general meeting on the merger or spin-off of the Company, the right to demand the Company to buy back their shares; and	(vii) with respect to the shareholders who vote against any resolution adopted at the shareholders’ general meeting on the merger or spin-off of the Company, the right to demand the Company to buy back their shares; and
	(viii) other rights prescribed by the laws, administrative regulations, departmental rules and these Articles.	(viii) other rights prescribed by the laws, administrative regulations, departmental rules and these Articles.
10.	Article 41
A shareholder shall have the right to petition the people’s court to invalidate any resolution of the shareholders’ general meeting or the Board of Directors of the Company that violates the relevant laws and administrative regulations.	Article 41
A shareholder shall have the right to petition the people’s court to invalidate any resolution of the shareholders’ general meeting or the Board of Directors of the Company that violates the relevant laws and administrative regulations.

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No.	Original version	Revised version
	If any shareholders’ general meeting or Board Meeting has been convened or held any vote in violation of the procedural rules set forth in relevant laws and administrative regulations or herein, or adopted any resolution in violation of the provisions of these Articles, any shareholder may petition the people’s court to revoke the relevant resolution within sixty (60) days following the adoption thereof.	If any shareholders’ general meeting or Board Meeting has been convened or held any vote in violation of the procedural rules set forth in relevant laws and administrative regulations or herein, or adopted any resolution in violation of the provisions of these Articles, any shareholder may petition the people’s court to revoke the relevant resolution within sixty (60) days following the adoption thereof, unless there is only a slight defect in the procedure of convening or the method of voting at the shareholders’ meetings or Board meetings, which has not substantive impact on the resolution.

Any shareholder who was not notified to attend the shareholders’ general meeting may petition the people’s court to revoke the relevant resolution within sixty (60) days from the date the shareholder becomes aware or should have become aware of the adoption of the resolution; if the shareholder does not exercise the right to revocation within one year from the date of the adoption of the resolution, the right to revocation shall be extinguished. |
| 11. | Article 42
If any Director or senior management violates the relevant laws and administrative regulations or the provisions of these Articles in performing his/her duties in the Company, causing any loss to the Company, the shareholder(s) individually or collectively holding one percent (1%) or more of the shares of the Company for more than 180 consecutive days shall have the right to request in writing the Supervisory Committee to bring an action in the people’s court. If the Supervisory Committee violates the relevant laws and administrative regulations or the provisions of these Articles in performing its duties in the Company, causing any loss to the Company, any shareholder may request in writing the Board of Directors to bring an action in the people’s court. | Article 42
If any Director or senior management violates the relevant laws and administrative regulations or the provisions of these Articles in performing his/her duties in the Company, causing any loss to the Company, the shareholder(s) individually or collectively holding one percent (1%) or more of the shares of the Company for more than 180 consecutive days shall have the right to request in writing the Supervisory Committee to bring an action in the people’s court. If the Supervisory Committee violates the relevant laws and administrative regulations or the provisions of these Articles in performing its duties in the Company, causing any loss to the Company, any shareholder may request in writing the Board of Directors to bring an action in the people’s court. |

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No.	Original version	Revised version
	If the Supervisory Committee or the Board of Directors refuses to bring an action after receiving a written request from the relevant shareholder(s) as prescribed in the aforementioned paragraph, or fails to bring such action within thirty (30) days upon receipt of such written request, or if the matter is of great urgency and the failure to bring such action immediately will cause irreparable damages to the Company, the relevant shareholder(s) shall have the right to directly bring an action in the people’s court in their own name for the benefit of the Company.

If any other person infringes on the legitimate rights and interests of the Company, causing any loss to the Company, the shareholder(s) referred to in the first paragraph of this Article 42 may bring an action in the people’s court pursuant to the provisions of the first two paragraphs this Article 42. | If the Supervisory Committee or the Board of Directors refuses to bring an action after receiving a written request from the relevant shareholder(s) as prescribed in the aforementioned paragraph, or fails to bring such action within thirty (30) days upon receipt of such written request, or if the matter is of great urgency and the failure to bring such action immediately will cause irreparable damages to the Company, the relevant shareholder(s) shall have the right to directly bring an action in the people’s court in their own name for the benefit of the Company.

Where the directors, supervisors, or senior management of a wholly-owned subsidiary of the Company are in the circumstances specified in the above paragraphs under this Article 42, or where others’ infringement of the legitimate rights and interests of the wholly-owned subsidiary of the Company results in any losses, the shareholder(s) individually or collectively holding one percent (1%) or more of the shares of the Company for more than 180 consecutive days may in accordance with the preceding paragraphs under this Article 42, make a request in writing to the supervisory committee or the board of directors of the wholly-owned subsidiary to bring an action in the people’s court, or may directly bring an action in the people’s court in their own name. |

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No.	Original version	Revised version
12.	Article 47

The shareholders’ general meeting is the authority of power of the Company, and shall exercise the following duties and powers in accordance with the law:

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

(ii) to elect and change the Directors and Supervisors who are not employees’ representatives and decide on the remunerations of such Directors and Supervisors;

(iii) to deliberate and approve the reports of the Board of Directors;

(iv) to deliberate and approve reports of the Supervisory Committee;

(v) to deliberate and approve the proposed annual financial budgets and final accounts of the Company; | Article 47

The shareholders’ general meeting is the authority of power of the Company, and shall exercise the following duties and powers in accordance with the law:

(i) —to decide the Company’s operational policies and investment plans;

(ii)(i) to elect and change the Directors and Supervisors who are not employees’ representatives and decide on the remunerations of such Directors and Supervisors;

(iii)(ii) to deliberate and approve the reports of the Board of Directors;

(iv)(iii) to deliberate and approve reports of the Supervisory Committee;

(v) to deliberate and approve the proposed annual financial budgets and final accounts of the Company; |

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No.	Original version	Revised version
(vi)	to deliberate and approve the profit distribution plans and loss recovery plans of the Company;	(vi)(iv) to deliberate and approve the profit distribution plans and loss recovery plans of the Company;
(vii)	to resolve on the increase or reduction of the registered capital of the Company;	(vii)(v) to resolve on the increase or reduction of the registered capital of the Company;
(viii)	to resolve on the issuance of bonds of the Company;	(viii)(vi) to resolve on the issuance of bonds of the Company;
(ix)	to resolve on the merger, division, dissolution, liquidation or change in the form of the Company;	(ix)(vii) to resolve on the merger, division, dissolution, liquidation or change in the form of the Company;
(x)	to amend these Articles;	(x)(viii) to amend these Articles;
(xi)	to resolve on the Company’s engagement and removal of the accountants;	(xi)(ix) to resolve on the Company’s engagement and removal of the accountants;
(xii)	to deliberate and approve the guarantees as stipulated in Article 48 hereof;	(xii)(x) to deliberate and approve the guarantees as stipulated in Article 48 hereof;
(xiii)	to deliberate and approve the Company’s purchase or disposal of major assets within one year with the aggregate transaction amount exceeding thirty percent (30%) of the latest audited total assets of the Company;	(xiii)(xi) to deliberate and approve the Company’s purchase or disposal of major assets within one year with the aggregate transaction amount exceeding thirty percent (30%) of the latest audited total assets of the Company;
(xiv)	to deliberate and approve the related transactions required to be approved by the shareholders’ general meeting in accordance with the laws, regulations, and the listing rules of the place where the Company’s shares are listed;	(xiv)(xii) to deliberate and approve the related transactions required to be approved by the shareholders’ general meeting in accordance with the laws, regulations, and the listing rules of the place where the Company’s shares are listed;
(xv)	to deliberate and approve the change in the use of raised funds;	(xv)(xiii) to deliberate and approve the change in the use of raised funds;
(xvi)	to deliberate and approve equity incentive plan and employee stock ownership plan;	(xvi)(xiv) to deliberate and approve equity incentive plan and employee stock ownership plan;

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No.	Original version	Revised version
	(xvii) to resolve on the acquisition of the Company’s shares under the circumstances prescribed in items (i) and (ii) of Article 24 hereof;

(xviii) to deliberate other matters required to be resolved by the shareholders’ general meeting pursuant to the laws, regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed and these Articles; and

(xix) The duties and powers of the shareholders’ general meeting set forth above shall not be exercised by the Board of Directors or other institutions and individuals on its behalf by way of authorization. Save for the above, the shareholders’ general meeting may authorize or entrust the Board of Directors and/or a person authorized by the Board of Directors to handle issues that are authorized or entrusted by the shareholders’ general meeting, provided that the laws and regulations as well as the mandatory requirements of the relevant laws and regulations of the listing place are not violated. | (xvii)(x) to resolve on the acquisition of the Company’s shares under the circumstances prescribed in items (i) and (ii) of Article 24 hereof;

(xiii)(xii) to deliberate other matters required to be resolved by the shareholders’ general meeting pursuant to the laws, regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed and these Articles; and

(xix)(xii) The duties and powers of the shareholders’ general meeting set forth above shall not be exercised by the Board of Directors or other institutions and individuals on its behalf by way of authorization. Save for the above, the shareholders’ general meeting may authorize or entrust the Board of Directors and/or a person authorized by the Board of Directors to handle issues that are authorized or entrusted by the shareholders’ general meeting, provided that the laws and regulations as well as the mandatory requirements of the relevant laws and regulations of the listing place are not violated. |
| 13. | Article 48

The Company shall get approval from the shareholders’ general meeting if it provides:

(i) any external guarantee after the aggregate amount of external guarantees provided by the Company and its controlled subsidiaries has exceeded fifty percent (50%) of the latest audited net assets of the Company; | Article 48

The Company shall get approval from the shareholders’ general meeting if it provides:

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No.	Original version	Revised version
(ii)	any external guarantee after the aggregate amount of external guarantees provided by the Company has exceeded thirty percent (30%) of the latest audited total assets of the Company;	(ii) any external guarantee after the aggregate amount of external guarantees provided by the Company has exceeded thirty percent (30%) of the latest audited total assets of the Company;
(iii)	any external guarantee that will result in the aggregate amount of external guarantees provided by the Company within one (1) year exceeding thirty percent (30%) of the latest total audited assets of the Company;	(iii) any external guarantee that will result in the aggregate amount of external guarantees provided by the Company within one (1) year exceeding thirty percent (30%) of the latest total audited assets of the Company;
(iv)	any guarantee for a guaranteed party whose asset liability ratio exceeds seventy percent (70%);	(iv) any guarantee for a guaranteed party whose asset liability ratio exceeds seventy percent (70%);
(v)	any single guarantee with its amount in excess of ten percent (10%) of the latest audited net assets of the Company; or	(v) any single guarantee with its amount in excess of ten percent (10%) of the latest audited net assets of the Company; or
(vi)	any guarantee for any shareholder or de facto controller or their affiliates of the Company.	(vi) any guarantee for any shareholder or de facto controller or their affiliates of the Company.
Subject to relevant requirements of the HK Listing Rules, in deliberating a proposal regarding the provision of any guarantee for any shareholder or de facto controller of the Company, such shareholder or any shareholder subject to the direction of the de facto controller shall abstain from voting on such proposal, and such proposal shall be adopted with the approval of a majority of votes held by other shareholders present at the shareholders’ general meeting.		Subject to relevant requirements of the HK Listing Rules, in deliberating a proposal regarding the provision of any guarantee for any shareholder or de facto controller of the Company, such shareholder or any shareholder subject to the direction of the de facto controller shall abstain from voting on such proposal, and such proposal shall be adopted with the approval of a majority of votes held by other shareholders present at the shareholders’ general meeting.

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No.	Original version	Revised version
	If the Board of Directors or shareholders’ general meeting of the Company violates the approval authority or approval procedure in respect of guarantee, the Directors and shareholders who violate the approval authority or approval procedure shall be jointly and severally liable for such violation, and if a guarantee is provided in violation of such approval authority or approval procedure, the Company shall have the right to hold the responsible persons liable depending on the losses and risks resulting from, and severity of, such violation.	If the Board of Directors or shareholders’ general meeting of the Company violates the approval authority or approval procedure in respect of guarantee, the Directors and shareholders who violate the approval authority or approval procedure shall be jointly and severally liable for such violation, and if a guarantee is provided in violation of such approval authority or approval procedure, the Company shall have the right to hold the responsible persons liable depending on the losses and risks resulting from, and severity of, such violation.
14.	Article 49
The shareholders’ general meetings consist of annual general meeting and extraordinary general meeting. The annual general meeting shall be held once every year within six (6) months from the end of the previous financial year.	Article 49
The shareholders’ general meetings consist of annual general meeting and extraordinary general meeting. The annual general meeting shall be held once every year within six (6) months from the end of the previous financial year.
15.	Article 50
The Company shall convene an extraordinary general meeting within two (2) months upon occurrence of the following events:
(i) when the number of Directors is less than the number stipulated in the Company Law or two-thirds (2/3) of the number specified in these Articles;
(ii) when the unrecovered losses of the Company amount to one-third of the total amount of its paid-up share capital;
(iii) at the request of shareholder(s) individually or collectively holding more than ten percent (10%) of the Company’s shares;
(iv) when the Board of Directors considers necessary;	Article 50
The Company shall convene an extraordinary general meeting within two (2) months upon occurrence of the following events:
(i) when the number of Directors is less than the number stipulated in the Company Law or two-thirds (2/3) of the number specified in these Articles;
(ii) when the unrecovered losses of the Company amount to one-third of the total amount of its paid-up share capital;
(iii) at the request of shareholder(s) individually or collectively holding more than ten percent (10%) of the Company’s shares;
(iv) when the Board of Directors considers necessary;

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No.	Original version	Revised version
	(v) when the Supervisory Committee proposes to convene such meeting; or

(vi) any other circumstances stipulated by the laws, administrative regulations, departmental regulations, the securities regulatory rules of the place where the Company’s shares are listed or these Articles. | (v) when the Supervisory Committee proposes to convene such meeting; or

A shareholders’ general meeting shall be held at the domicile of the Company or such other place as designated in the notice of the shareholders’ general meeting. A shareholders’ general meeting shall be held at the designated venue in the form of on-site meeting. On the premise of ensuring the legality and effectiveness of the shareholders’ general meeting, the Company may also provide convenience for the shareholders to attend the meeting through network, video, telephone or other means, subject to the relevant laws, administrative regulations, departmental rules, and the securities regulatory rules of the place where the Company’s shares are listed, and any shareholder’s participation in such a meeting shall constitute presence in person through the above means.

The place and time of an on-site meeting shall be convenient for the attendance by the shareholders, and the place of such on-site meeting shall not be changed without justifiable reason after the delivery of notice of shareholders’ general meeting. If it is necessary to change the place of meeting, the convener shall publish an announcement at least two (2) working days prior to the date of on-site meeting, and explain the reason. | Article 51

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No.	Original version	Revised version
17.	Article 52

The Board of Directors may convene the shareholders’ general meetings. Subject to the provisions of these Articles, the Supervisory Committee or shareholder(s) who individually or collectively hold more than 10% of the shares in the Company for more than 90 consecutive days may convene shareholders’ general meetings themselves.

Independent Non-executive Directors shall be entitled to propose to the Board of Directors to convene an extraordinary general meeting. Regarding the proposal requesting to convene an extraordinary general meeting by the Independent Non-executive Directors, the Board of Directors shall, in accordance with the laws, administrative regulations and these Articles, inform in writing whether it agrees or disagrees to convene an extraordinary general meeting within ten (10) days upon receipt of the proposal.

If the Board of Directors agrees to convene an extraordinary general meeting, the Board of Directors shall issue a notice to convene the meeting within five (5) days after it passed a resolution thereon. If the Board of Directors refuses to convene an extraordinary general meeting, the Board of Directors shall explain the reason and publish an announcement. | Article 52

The Board of Directors may convene the shareholders’ general meetings. Where the Board of Directors is unable to fulfill or fails to fulfill its obligation to convene and hold the shareholders’ general meetings, the Supervisor Committee shall convene and hold the shareholders’ general meetings in a timely manner; where the Supervisory Committee fails to convene and hold the shareholders’ general meetings, shareholder(s) who individually or collectively hold more than 10% of the shares in the Company for more than ninety (90) consecutive days may convene shareholders’ general meetings themselves. Subject to the provisions of these Articles, the Supervisory Committee or shareholder(s) who individually or collectively hold more than 10% of the shares in the Company for more than 90 consecutive days may convene shareholders’ general meetings themselves.

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No.	Original version	Revised version
18.	Article 53

The Supervisory Committee shall be entitled to propose to the Board of Directors to convene an extraordinary general meeting, and shall put forward its proposal to the Board of Directors in writing. The Board shall, pursuant to the laws, administrative regulations and these Articles, inform in writing whether it agrees or disagrees to convene the extraordinary general meeting within ten (10) days upon receipt of the proposal.

If the Board of Directors agrees to convene an extraordinary general meeting, it shall issue a notice to convene the meeting within five (5) days after it passed a resolution thereon, provided that no change shall be made to the proposal in such notice without the consent of the Supervisory Committee.

If the Board of Directors does not agree to convene an extraordinary general meeting, or fails to respond within ten (10) days upon receipt of the proposal, the Board of Directors shall be deemed to be unable or fail to perform its duties to convene a shareholders’ general meeting, and the Supervisory Committee may convene and preside over a shareholders’ general meeting on its own. | Article 53

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No.	Original version	Revised version
19.	Article 54

The shareholder(s) individually or collectively holding ten percent (10%) or more of the Shares shall be entitled to request the Board of Directors to convene an extraordinary general meeting, and shall put forward such request to the Board of Directors in writing. The written request should state the subject of the meeting and present a complete proposal. The shareholders should sign relevant documents by hand and may not entrust others (including other shareholders) to sign relevant documents. The Board shall, pursuant to the laws, administrative regulations and these Articles, inform in writing whether it agrees or disagrees to convene the extraordinary general meeting within ten (10) days upon receipt of the request.

If the Board of Directors agrees to convene an extraordinary general meeting, it shall issue a notice to convene the meeting within five (5) days after it passed a resolution thereon, provided that no change shall be made to the request in such notice without the consent of the relevant shareholders.

If the Board of Directors does not agree to hold the extraordinary general meeting or fails to respond within ten (10) days upon receipt of the request, the shareholder(s) individually or collectively holding ten percent (10%) or more of the Shares shall be entitled to propose to the Supervisory Committee to convene an extraordinary general meeting, and shall put forward such request to the Supervisory Committee in writing. | Article 54

If the Board of Directors agrees to convene an extraordinary general meeting, it shall issue a notice to convene the meeting within five (5) days after it passed a resolution thereon, provided that no change shall be made to the request in such notice without the consent of the relevant shareholders.

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No.	Original version	Revised version
	If the Supervisory Committee agrees to convene an extraordinary general meeting, it shall issue a notice to convene the meeting within five (5) days upon receipt of the request, provided that no change shall be made to the request in such notice without the consent of the relevant shareholders.

In the case of failure to issue the notice of shareholders’ general meeting within the prescribed period, the Supervisory Committee shall be deemed as failing to convene and preside over the shareholders’ general meeting and the shareholder(s) individually or collectively holding ten percent (10%) or more of the Shares for ninety (90) or more consecutive days may convene and preside over such meeting by such shareholder(s). | If the Supervisory Committee agrees to convene an extraordinary general meeting, it shall issue a notice to convene the meeting within five (5) days upon receipt of the request, provided that no change shall be made to the request in such notice without the consent of the relevant shareholders.

If the Supervisory Committee or any shareholder(s) decides to convene a shareholders’ general meeting by itself/themselves, the Supervisory Committee or the relevant shareholder(s) shall notify the Board of Directors in writing, and perform the relevant filing procedures with the relevant securities regulatory authorities in the place where the Company is located and the relevant stock exchange in accordance with the applicable regulations.

Prior to the publication of announcement of the resolutions adopted at such shareholders’ general meeting, the shareholders convening such meeting shall hold at least ten percent (10%) shares in the Company. | Article 55

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No.	Original version	Revised version
21.	Article 56
If the Supervisory Committee or any shareholder(s) convenes a shareholders’ general meeting by itself/themselves, the Board of Directors and the Secretary of the Board of Directors shall give cooperation and the Board of Directors shall provide the register of shareholders as of the date of record.	Article 56
If the Supervisory Committee or any shareholder(s) convenes a shareholders’ general meeting by itself/themselves, the Board of Directors and the Secretary of the Board of Directors shall give cooperation and the Board of Directors shall provide the register of shareholders as of the date of record.
22.	Article 57
The necessary costs of any shareholders’ general meeting convened by the Supervisory Committee or any shareholder(s) shall be borne by the Company.	Article 57
The necessary costs of any shareholders’ general meeting convened by the Supervisory Committee or any shareholder(s) shall be borne by the Company.
23.	Article 58
A proposal shall fall within the scope of powers of the shareholders’ general meeting, with topics for discuss and specific resolutions, and comply with the relevant laws, administrative regulations, securities regulatory rules of the place where the Company’s shares are listed and the provisions of these Articles.	Article 58
A proposal shall fall within the scope of powers of the shareholders’ general meeting, with topics for discuss and specific resolutions, and comply with the relevant laws, administrative regulations, securities regulatory rules of the place where the Company’s shares are listed and the provisions of these Articles.
24.	Article 59
When a shareholders’ general meeting is convened by the Company, the Board of Directors, the Supervisory Committee and shareholder(s) who individually or collectively hold(s) three percent (3%) or more of the Shares shall be entitled to make proposals to the shareholders’ general meeting.	Article 59
When a shareholders’ general meeting is convened by the Company, the Board of Directors, the Supervisory Committee and shareholder(s) who individually or collectively hold(s) three percent (3%) or more of the Shares shall be entitled to make proposals to the shareholders’ general meeting.

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No.	Original version	Revised version
	The shareholder(s), who individually or collectively hold(s) three percent (3%) or more of the Shares, may submit ad hoc proposals in writing to the convener ten (10) days before the convening of the shareholders’ general meeting. The convener shall issue a supplemental notice of the shareholders’ general meeting within two (2) days upon receipt of the proposals to announce the contents of the ad hoc proposals. For the issuance of the supplemental notice of the shareholders’ general meeting, if there are special provisions under the securities regulatory rules of the place where the Company’s shares are listed, such provisions shall prevail, provided that the Company Law, the Securities Law, the Trial Administrative Measures, the Guidelines on the Bylaws of Listed Companies and other applicable provisions are not violated. If the shareholders’ general meeting shall be postponed due to the issuance of a supplemental notice of the shareholders’ general meeting in accordance with the securities regulatory rules of the place where the Company’s shares are listed, the convening of the shareholders’ general meeting shall be postponed pursuant to the provisions of the securities regulatory rules of the place where the Company’s shares are listed.	The shareholder(s), who individually or collectively hold(s) three one percent (31%) or more of the Shares, may submit ad hoc proposals in writing to the convener ten (10) days before the convening of the shareholders’ general meeting. The ad hoc proposals shall include clear topics and specific resolutions. The convener shall issue a supplemental notice of the shareholders’ general meeting within two (2) days upon receipt of the proposals to announce the contents of the ad hoc proposals, and the convener shall inform other shareholders of the shareholders’ general meeting and submit the same to the shareholders’ general meeting for consideration, unless the ad hoc proposals violate the laws, administrative regulations or provisions of the Articles, or do not fall within the scope of the functions and powers of the shareholders’ general meeting. The Company shall not increase the shareholding required for the shareholders to submit the ad hoc proposals. For the issuance of the supplemental notice of the shareholders’ general meeting, if there are special provisions under the securities regulatory rules of the place where the Company’s shares are listed, such provisions shall prevail, provided that the Company Law, the Securities Law, the Trial Administrative Measures, the Guidelines on the Bylaws of Listed Companies and other applicable provisions are not violated. If the shareholders’ general meeting shall be postponed due to the issuance of a supplemental notice of the shareholders’ general meeting in accordance with the securities regulatory rules of the place where the Company’s shares are listed, the convening of the shareholders’ general meeting shall be postponed pursuant to the provisions of the securities regulatory rules of the place where the Company’s shares are listed.

27 -

No.	Original version	Revised version
	Except for circumstances provided in the above paragraph, the convener, after issuing the announcement regarding the notice of the shareholders’ general meeting, shall neither modify the proposals stated in the notice of shareholders’ general meetings nor add new proposals.

The shareholders’ general meeting shall not vote for or pass a resolution on any proposal not stated in the notice of shareholders’ general meeting or not complying with the provisions of Article 58 hereof. | Except for circumstances provided in the above paragraph, the convener, after issuing the announcement regarding the notice of the shareholders’ general meeting, shall neither modify the proposals stated in the notice of shareholders’ general meetings nor add new proposals.

The convener shall notify all shareholders by written meeting notice twenty-one (21) days before the date of convening the annual general meeting and fifteen (15) days before the date of convening the extraordinary general meeting. To calculate the period for issuing the notice, the date of the meeting shall be excluded. | Article 60

The notice of any shareholders’ general meeting shall specify, among others:

(i) time, place and duration of the meeting;

(ii) matters and proposals submitted to the meeting for explicitly that each shareholder has the right to attend and deliberation;

(iii) vote at the shareholders’ general meeting in person or by proxy in writing, and the proxy does not need to be a shareholder of the Company;

(iv) date of record for determining the shareholders’ entitlement to attend the shareholders’ general meeting; | Article 61

The notice of any shareholders’ general meeting shall specify, among others:

(i) time, place and duration of the meeting;

(ii) matters and proposals submitted to the meeting for explicitly that each shareholder has the right to attend and deliberation;

(iii) vote at the shareholders’ general meeting in person or by proxy in writing, and the proxy does not need to be a shareholder of the Company;

(iv) date of record for determining the shareholders’ entitlement to attend the shareholders’ general meeting; |

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No.	Original version	Revised version
	(v) name and telephone number of the regular contact person for the meeting; and

(vi) time and process of voting online or by other means.

Each notice or supplemental notice of shareholders’ general meeting shall sufficiently and completely disclose the specific contents of all proposals. If the matters to be discussed at the shareholders’ general meeting require the opinions of the Independent Non-executive Directors, the opinions and the reasons of such Independent Non-executive Directors shall be also disclosed simultaneously in such notice or supplemental notice of shareholders’ general meeting.

The interval between the date of record and the date of meeting shall comply with the regulations of the relevant securities regulatory authorities in the place where the Company’s shares are listed. | (v) name and telephone number of the regular contact person for the meeting; and

(vi) time and process of voting online or by other means.

If the election of any Director(s) or Supervisor(s) will be discussed at a shareholders’ general meeting, the notice of the shareholders’ general meeting shall specify the particulars of each Director or Supervisor candidate, which shall at least include:

(i) education background, work experience, concurrent posts and other personal information;

(ii) whether such candidate is affiliated with the controlling shareholder and de facto controllers of the Company;

(iii) whether such candidate holds shares in the Company; and | Article 62

(i) education background, work experience, concurrent posts and other personal information;

(ii) whether such candidate is affiliated with the controlling shareholder and de facto controllers of the Company;

(iii) whether such candidate holds shares in the Company; and |

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No.	Original version	Revised version
	(iv) whether such candidate has been subject to any penalty imposed by the CSRC or other relevant authorities or any punishment imposed by any stock exchange.

Where the Director and Supervisor will be elected through cumulative voting, each Director or Supervisor candidate shall be nominated by a separate proposal. | (iv) whether such candidate has been subject to any penalty imposed by the CSRC or other relevant authorities or any punishment imposed by any stock exchange.

Where the Director and Supervisor will be elected through cumulative voting, each Director or Supervisor candidate shall be nominated by a separate proposal. |
| 28. | Article 63

Subject to compliance with the relevant provisions of laws and regulations and the requirements of the securities regulatory rules of the place where the Shares are listed and the relevant procedures, the Company may issue notice of shareholders’ general meeting by means of publication on the Company’s website and/or the website designated by the SEHK or in such other manners as permitted under the HK Listing Rules and these Articles. | Article 63

After the notice of a shareholders’ general meeting has been issued, the meeting shall not be adjourned or cancelled without justifiable reason, and no proposal set forth in the notice of meeting shall be cancelled. If the meeting needs to be adjourned or cancelled, the convener shall publish an announcement at least two (2) working days prior to the originally scheduled date of meeting, and explain the reason. If there are special provisions on the procedures for postponing or canceling the shareholders’ general meeting under the securities regulatory rules of the place where the Company’s shares are listed, such provisions shall prevail, provided that the Company Law, the Securities Law, the Trial Administrative Measures, the Guidelines on the Bylaws of Listed Companies and other applicable provisions are not violated. | Article 64

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No.	Original version	Revised version
30.	Article 65

The Board and other conveners of the Company shall take necessary measures to guarantee the normal order of each shareholders’ general meeting and prevent any person from interfering with or inciting public disorder at any shareholders’ general meeting or otherwise infringing on the legitimate rights and interests of the shareholders, and promptly refer any such act to the competent authorities for investigation and punishment. | Article 65

All ordinary shareholders registered on the date of record (including shareholders whose voting rights have been restored in respect of preference shares) or their proxies shall be entitled to attend shareholders’ general meetings and shall speak and exercise their voting rights in accordance with the relevant laws and regulations, the HK Listing Rules and these Articles.

A shareholder may attend and vote at any shareholders’ general meeting in person or by proxy. | Article 66

A shareholder may attend and vote at any shareholders’ general meeting in person or by proxy. Where a shareholder attends the shareholders’ general meeting by proxy, the matters, scope of power and duration of proxy shall be specified for the proxy; the proxy shall submit the letter of authorization issued by the shareholder to the Company, and shall exercise the voting right within the scope of authorization. |

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No.	Original version	Revised version
32.	Article 67

Any individual shareholders who attend the meeting in person should present their identity card or other valid documents or proofs that can indicate their identity and their stock account card. Any shareholders who attend the meeting by proxy should present their valid identity card and power of attorney. The corporate shareholders shall attend the meeting by the legal representative or the proxy appointed by the legal representative. The legal representative who attends the meeting shall present his/her identity card and valid proof of his/her qualification as a legal representative. The proxy who attends the meeting shall present his/her identity card and a written power of attorney issued by the legal representative of the legal person shareholder under the law (except where the shareholder is a recognized clearing house or its proxy as defined in the relevant ordinance in force from time to time under the laws of Hong Kong).

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No.	Original version	Revised version
33.	Article 68

Any shareholder entitled to attend and vote at a shareholders’ general meeting may by power of attorney appoint one or more persons (who does not need to be a shareholder) as his/her proxy, to attend and vote at such meeting, and such power of attorney shall contain, among others:

(i) name of the proxy;
(ii) whether the proxy has the voting right;
(iii) instructions on voting for or against or abstaining from voting on each matter listed on the agenda of the meeting;
(iv) issue date and validity period of the power of attorney; and
(v) signature or seal of the appointer. If the appointer is a corporate shareholder or an unincorporated shareholder, the common seal of the legal entity or the institutional shareholder shall be affixed. | Article 68

The proxy form shall be deposited at the domicile of the Company or such other place as the notice of the shareholders’ general meeting may specify not less than twenty-four (24) hours prior to convening of the shareholders’ general meeting at which the relevant matters will be voted on, or twenty-four (24) hours before the designated voting time. Where the proxy form is signed by a person authorized by the appointer, the written power of attorney or other authorization documents authorizing such person to sign the same shall be notarized. The notarized power of attorney or other authorization documents and the proxy form shall be kept at the Company’s address or at such other place as specified in the notice convening the meeting. | Article 70

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No.	Original version	Revised version
	Where the appointer is a legal person, its legal representative or the person authorized by the resolution of its Board of Directors or other governing bodies may attend the shareholders’ general meeting of the Company as a representative of such appointer.	Where the appointer is a legal person, its legal representative or the person authorized by the resolution of its Board of Directors or other governing bodies may attend the shareholders’ general meeting of the Company as a representative of such appointer.
35.	Article 73
All Directors, Supervisors and the Secretary of the Board of Directors shall attend, and the manager and other senior management shall appear as observers at each shareholders’ general meeting.	Article 73
All Directors, Supervisors and the Secretary of the Board of Directors shall attend, and the manager and other senior management shall appear as observers at each shareholders’ general meeting.
36.	Article 74
A shareholders’ general meeting shall be presided over by the Chairman, or if the Chairman is unable or fails to perform his/her duties, by one Director chosen by more than half the Directors.

A shareholders’ general meeting convened by the Supervisory Committee shall be presided over by the chairman of the Supervisory Committee, or if the chairman of the Supervisory Committee is unable or fails to perform his/her duties, by one Supervisor chosen by more than half the Supervisors.

A shareholders’ general meeting convened by any shareholder(s) shall be presided over by a representative appointed by the convener.

When convening a shareholders’ general meeting, if the chairperson of a shareholders’ general meeting violates the rules of procedure as a result of which the meeting is unable to proceed, with the consent of a majority of the shareholders with voting rights present at the meeting, the shareholders’ general meeting may appoint one person as the chairperson to continue the meeting. | Article 74
A shareholders’ general meeting shall be presided over by the Chairman, or if the Chairman is unable or fails to perform his/her duties, by one Director chosen by more than half of the Directors.

A shareholders’ general meeting convened by any shareholder(s) shall be presided over by a representative appointed by the convener.

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No.	Original version	Revised version
37.	Article 75

The Company shall establish rules of procedure for the shareholders’ general meeting, specifying the procedures for convening and voting at the shareholders’ general meeting, including, among others, notice, registration, deliberation of proposals, casting of votes, counting of votes, declaration of voting results, adoption of resolutions, meeting minutes and execution thereof, announcement, and principle of delegating powers to the Board of Directors by the shareholders’ general meeting, of which powers shall be clear and specific. The rules of procedure for the shareholders’ general meeting shall be prepared by the Board of Directors and approved by the shareholders’ general meeting, and constitute an exhibit to these Articles. | Article 75

At an annual general meeting, the Board of Directors and the Supervisory Committee shall report their respective work in the preceding year to the shareholders’ general meeting, and each Independent Non-executive Director shall deliver a work report. | Article 76

The Directors, Supervisors and senior management shall provide explanations in respect of the inquiries and suggestions made by the shareholders at any shareholders’ general meeting. | Article 77

The Directors, Supervisors and senior management shall provide explanations in respect of the inquiries and suggestions made by the shareholders at any shareholders’ general meeting. |
| 40. | Article 79

The Secretary of the Board of Directors shall be responsible for preparing minutes of each shareholders’ general meeting, which shall contain, among others:

(i) time, place and agenda and name of convener of the meeting; | Article 79

The Secretary of the Board of Directors shall be responsible for preparing minutes of each shareholders’ general meeting, which shall contain, among others:

(i) time, place and agenda and name of convener of the meeting; |

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No.	Original version	Revised version
	(ii) names of the chairperson, Directors, Supervisors, the manager and other senior management that are attendees or observers at the meeting;	(ii) names of the chairperson, Directors, Supervisors, the manager and other senior management that are attendees or observers at the meeting;
	(iii) number of the shareholders attending the meeting in person or by proxy and the total number of voting shares held by them, and proportion of total shares of the Company represented by such shares;	(iii) number of the shareholders attending the meeting in person or by proxy and the total number of voting shares held by them, and proportion of total shares of the Company represented by such shares;
	(iv) course of deliberation of, key points of the opinions expressed and result of voting on each proposal;	(iv) course of deliberation of, key points of the opinions expressed and result of voting on each proposal;
	(v) inquiries and suggestions made by the shareholders and replies or explanations in connection therewith;	(v) inquiries and suggestions made by the shareholders and replies or explanations in connection therewith;
	(vi) names of the counsels (if applicable), teller(s) and scrutineer(s); and	(vi) names of the counsels (if applicable), teller(s) and scrutineer(s); and
	(vii) other information required by these Articles to be contained in the minutes.	(vii) other information required by these Articles to be contained in the minutes.
41.	Article 81
The convener of a shareholders’ general meeting shall ensure the meeting proceeds continuously, until the final resolutions have been adopted, and if the meeting is discontinued or fails to adopt any resolution due to any force majeure or other special reasons, necessary measures shall be taken to resume the meeting as soon as practicable or directly terminate the meeting, and announcements and reports shall be made in a timely manner in accordance with the laws, administrative regulations, departmental rules, normative documents and the securities regulatory rules of the place where the Company’s shares are listed.	Article 81
The convener of a shareholders’ general meeting shall ensure the meeting proceeds continuously, until the final resolutions have been adopted, and if the meeting is discontinued or fails to adopt any resolution due to any force majeure or other special reasons, necessary measures shall be taken to resume the meeting as soon as practicable or directly terminate the meeting, and announcements and reports shall be made in a timely manner in accordance with the laws, administrative regulations, departmental rules, normative documents and the securities regulatory rules of the place where the Company’s shares are listed.

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No.	Original version	Revised version
42.	Article 82
Resolutions of the shareholders’ general meeting include ordinary resolutions and special resolutions.
Ordinary resolutions at a shareholders’ general meeting shall be adopted by more than one half of the voting rights held by shareholders (including their proxies) attending the shareholders’ general meeting.
Special resolutions at a shareholders’ general meeting shall be adopted by more than two-thirds (2/3) of the voting rights held by shareholders (including their proxies) attending the shareholders’ general meeting.	Article 82
Resolutions of the shareholders’ general meeting include ordinary resolutions and special resolutions.
Ordinary resolutions at a shareholders’ general meeting shall be adopted by more than one half of the voting rights held by shareholders (including their proxies) attending the shareholders’ general meeting.
Special resolutions at a shareholders’ general meeting shall be adopted by more than two-thirds (2/3) of the voting rights held by shareholders (including their proxies) attending the shareholders’ general meeting.
43.	Article 83
The following matters shall be resolved by way of ordinary resolutions at a shareholders’ general meeting:
(i) work reports of the Board of Directors and the Supervisory Committee;
(ii) profit distribution plan and loss recovery plan formulated by the Board of Directors;
(iii) appointment and dismissal of the members of the Board of Directors and members of the Supervisory Committee who are not employee representatives, and decision on remuneration and payment methods thereof;
(iv) annual financial budget and final accounts of the Company;	Article 83
The following matters shall be resolved by way of ordinary resolutions at a shareholders’ general meeting:
(i) work reports of the Board of Directors and the Supervisory Committee;
(ii) profit distribution plan and loss recovery plan formulated by the Board of Directors;
(iii) appointment and dismissal of the members of the Board of Directors and members of the Supervisory Committee who are not employee representatives, and decision on remuneration and payment methods thereof;
(iv) annual financial budget and final accounts of the Company issuance of corporate bonds;

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No.	Original version	Revised version
	(v) annual report of the Company; and
(vi) matters other than those requiring approval by special resolutions in accordance with laws, administrative regulations or these Articles.	(v) annual report of the Company; and
(vi) matters other than those requiring approval by special resolutions in accordance with laws, administrative regulations or these Articles.
44.	Article 84
The following matters shall be resolved by way of special resolutions at a shareholders’ general meeting:

(i) the increase or reduction of the Company’s registered capital;
(ii) division, spin-off, merger, dissolution and liquidation of the Company;
(iii) amendments to these Articles;
(iv) the Company’s purchase or disposal of major assets or guarantee exceeding thirty percent (30%) of the latest audited total assets of the Company within one year;
(v) share incentive schemes; and
(vi) other matters stipulated by laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed or these Articles and the rules of procedure of the shareholders’ general meeting, and the shareholders’ general meeting of shareholders adopting ordinary resolutions that are considered to have a significant impact on the Company, requiring approval by special resolutions. | Article 84
The following matters shall be resolved by way of special resolutions at a shareholders’ general meeting:

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No.	Original version	Revised version
45.	Article 85

Every shareholder present in person or by proxy shall be entitled to one vote for each voting share held by him/her. When voting, a shareholder entitled to two or more votes, whether present in person or by proxy, needs not cast all affirmative or negative votes with his/her voting rights.

When deliberating any significant matter that affects the interests of small and medium-sized investors, the votes cast by such investors shall be counted separately, and the separate voting results shall be promptly and publicly disclosed in accordance with the relevant laws, regulations and the securities regulatory rules of the place where the Company’s shares are listed.

The shares held by the Company shall not have voting rights, and such shares are not counted in the total number of voting shares held by the shareholders present at any shareholders’ general meeting in person or by proxy.

If a shareholder purchases any voting shares in violation of the provisions of Paragraphs 1 and 2 of Article 63 of the Securities Law, the shares exceeding the prescribed threshold shall not be entitled to voting right within thirty-six (36) months following the purchase thereof or counted in the total number of voting shares held by the shareholders present at a shareholders’ general meeting in person or by proxy. | Article 85

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No.	Original version	Revised version
	If, pursuant to the applicable laws, administrative regulations, departmental rules, normative documents and the securities regulatory rules of the place where the Company’s shares are listed, any shareholder is required to abstain from voting on, or restricted to voting only for or against, any particular resolution, any vote cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.

The Board, Independent Non-executive Directors, shareholders of one percent (1%) or more of the shares in the Company, or any investor protection agency established pursuant to the relevant laws, administrative regulations and provisions of the CSRC may publicly solicit proxies from shareholders, provided that they shall fully disclose their intention towards the relevant voting, and shall not solicit proxies with compensation directly or in a disguised manner. The Company shall not impose any restriction on the solicitation of proxies, except for statutory conditions. | If, pursuant to the applicable laws, administrative regulations, departmental rules, normative documents and the securities regulatory rules of the place where the Company’s shares are listed, any shareholder is required to abstain from voting on, or restricted to voting only for or against, any particular resolution, any vote cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.

The Board, Independent Non-executive Directors, shareholders of one percent (1%) or more of the shares in the Company, or any investor protection agency established pursuant to the relevant laws, administrative regulations and provisions of the CSRC may publicly solicit proxies from shareholders, provided that they shall fully disclose their intention towards the relevant voting, and shall not solicit proxies with compensation directly or in a disguised manner. The Company shall not impose any restriction on the solicitation of proxies, except for statutory conditions. |
| 46. | Article 86
A shareholder interested in any related-party transaction deliberated at a shareholders’ general meeting shall abstain from voting on such matter, the voting shares held by such shareholder shall not be counted in the valid total voting shares, and the announcement regarding the resolutions of the shareholders’ general meeting shall fully disclose the votes by the non-interested shareholders. | Article 86
A shareholder interested in any related-party transaction deliberated at a shareholders’ general meeting shall abstain from voting on such matter, the voting shares held by such shareholder shall not be counted in the valid total voting shares, and the announcement regarding the resolutions of the shareholders’ general meeting shall fully disclose the votes by the non-interested shareholders. |

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No.	Original version	Revised version
	When the shareholders’ general meeting proceeds to deliberate such related-party transaction, the interested shareholder shall take the initiative to declare the nature of his/her interest and abstain from voting; and if he/she fails to do so, other shareholders may request him/her to declare the same and abstain from voting. The convener shall investigate whether such shareholder is an interested shareholder and whether such shareholder should abstain from voting according to the relevant regulations.

An interested shareholder who should abstain from voting may participate in the discussion about such transaction, and provide explanations about the reason for entry into such transaction, particulars of such transaction, and fairness and legality of such transaction at the shareholders’ general meeting.

If the interested shareholder is unable to abstain from voting due to any special circumstances, the vote may be held according to the normal procedures, provided that a detailed explanation shall be included in the resolutions of the shareholders’ general meeting.

After the end of the shareholders’ general meeting, if any shareholder discovers that any interested shareholder participated in the vote on any related-party transaction, or has an objection over the application of the abstention principle, such shareholder shall have the right to bring an action in respect of the relevant resolutions at the people’s court in accordance with the provisions of these Articles.

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No.	Original version	Revised version
47.	Article 87

Unless the Company faces a crisis or falls into other special situations, without the approval of a special resolution by the shareholders’ general meeting, the Company shall not enter into any contract with any person other than the Directors, the manager and other senior management of the Company, pursuant to which, the Company will delegate the management of all or any important business of the Company to such person. | Article 87

The list of Director and Supervisor candidates shall be submitted to the shareholders’ general meeting for voting in the form of a proposal.

The Board shall publicly disclose the respective resumes and particulars of Director and Supervisor candidates to the shareholders. Each of the Director and Supervisor candidates shall covenant in writing that he/she accepts the nomination, his/her information disclosed publicly is true, accurate and complete, he/she meets the qualifications for the relevant post, and he/she will diligently perform his/her duties after being elected.

Method and procedure of nomination of Directors and Supervisors:

(i) the Board of Directors and the shareholder(s) individually or collectively holding three percent (3%) or more of the shares in the Company shall have the right to nominate Non-independent Non-executive Director candidates, and after soliciting the opinions of such nominees and examining their qualifications, the Board of Directors shall submit a proposal to the shareholders’ general meeting; | Article 88

The list of Director and Supervisor candidates shall be submitted to the shareholders’ general meeting for voting in the form of a proposal.

Method and procedure of nomination of Directors and Supervisors:

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No.	Original version	Revised version
	(ii) the Supervisory Committee and the shareholder(s) individually or collectively holding three percent (3%) or more of the shares in the Company shall have the right to nominate shareholders’ representatives as Supervisor candidates, and after soliciting the opinions of such nominees and examining their qualifications, the Supervisory Committee shall submit a proposal to the shareholders’ general meeting; and	(ii) the Supervisory Committee and the shareholder(s) individually or collectively holding three percent (3%) or more of the shares in the Company shall have the right to nominate shareholders’ representatives as Supervisor candidates, and after soliciting the opinions of such nominees and examining their qualifications, the Supervisory Committee shall submit a proposal to the shareholders’ general meeting; and
	(iii) the Board of Directors, the Supervisory Committee and the shareholder(s) individually or collectively holding one percent (1%) or more of the issued and outstanding voting shares in the Company shall have the right to nominate Independent Non-executive Director candidates, and after soliciting the opinions of such nominees and examining their qualifications, the Board of Directors shall submit a proposal to the shareholders’ general meeting.	(iii) the Board of Directors, the Supervisory Committee and the shareholder(s) individually or collectively holding one percent (1%) or more of the issued and outstanding voting shares in the Company shall have the right to nominate Independent Non-executive Director candidates, and after soliciting the opinions of such nominees and examining their qualifications, the Board of Directors shall submit a proposal to the shareholders’ general meeting.
	When electing Directors and Supervisors at a shareholders’ general meeting, the cumulative voting system may be adopted pursuant to the relevant laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed, these Articles or the relevant resolutions of the shareholders’ general meeting. Under the cumulative voting system, in the election of two or more Directors or Supervisors at a shareholders’ general meeting, each share shall be entitled to such number of votes that is equal to the number of Directors or Supervisors to be elected, and a shareholder may allocate all of his/her votes to a single candidate. The Board shall publicly disclose the respective resumes and particulars of Director and Supervisor candidates to the shareholders.	When electing Directors and Supervisors at a shareholders’ general meeting, the cumulative voting system may be adopted pursuant to the relevant laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed, these Articles or the relevant resolutions of the shareholders’ general meeting. Under the cumulative voting system, in the election of two or more Directors or Supervisors at a shareholders’ general meeting, each share shall be entitled to such number of votes that is equal to the number of Directors or Supervisors to be elected, and a shareholder may allocate all of his/her votes to a single candidate. The Board shall publicly disclose the respective resumes and particulars of Director and Supervisor candidates to the shareholders.

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No.	Original version	Revised version
	Specific process of cumulative voting:

(i) the election of and votes on the Independent Non-executive Directors, Non-independent Non-executive Directors and Supervisors shall be held separately;

(ii) in the election of the Independent Non-executive Directors, each shareholder shall be entitled to such number of votes that is equal to the number of shares held by him/her multiplied by the number of available positions of the Independent Non-executive Directors; such votes may only be allocated to the Independent Non-executive Director candidates, and the candidates with the most votes will be elected;

(iii) in the election of the Non-independent Non-executive Directors and the Supervisors, each shareholder shall be entitled to such number of votes that is equal to the number of shares held by him/her multiplied by the number of available positions of the Non-independent Non-executive Directors and the Supervisors; such votes may only be allocated to the Non-independent Non-executive Director and the Supervisor candidates, and the candidates with the most votes will be elect if the number of candidates exceeds the number specified; | Specific process of cumulative voting:

(i) the election of and votes on the Independent Non-executive Directors, Non-independent Non-executive Directors and Supervisors shall be held separately;

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No.	Original version	Revised version
	(iv) herein, the number of the Independent Non-executive Directors, Non-independent Non-executive Directors and Supervisors elected by each shareholder shall not exceed the respective number of the Independent Non-executive Directors, Non-independent Non-executive Directors and Supervisors specified herein, and the total number of votes cast by him/her shall not exceed the number of votes that he/she is entitled to. Otherwise, the votes cast by such shareholder shall be invalid; and

(v) the scrutineer(s) and teller(s) at the shareholders’ general meeting shall carefully examine the compliance with the foregoing provisions, to ensure the fairness and validity of the cumulative voting. | (iv) herein, the number of the Independent Non-executive Directors, Non-independent Non-executive Directors and Supervisors elected by each shareholder shall not exceed the respective number of the Independent Non-executive Directors, Non-independent Non-executive Directors and Supervisors specified herein, and the total number of votes cast by him/her shall not exceed the number of votes that he/she is entitled to. Otherwise, the votes cast by such shareholder shall be invalid; and

Except for the cumulative voting system, votes on proposals shall be taken one by one at a shareholders’ general meeting, and if there are different proposals regarding the same matter, vote on such proposals shall be taken in order of time of submission thereof. Unless the shareholders’ general meeting is discontinued or fails to adopt any resolution due to any force majeure or other special reasons, the shareholders’ general meeting shall not put on hold or refrain from voting on any proposal. | Article 89

No proposal deliberated at a shareholders’ general meeting shall be amended; otherwise, the relevant amendment shall be deemed a new proposal, which shall not be voted on at the same meeting. | Article 90

No proposal deliberated at a shareholders’ general meeting shall be amended; otherwise, the relevant amendment shall be deemed a new proposal, which shall not be voted on at the same meeting. |

No.	Original version	Revised version
51.	Article 92
Votes at a shareholders’ general meeting shall be cast in a registered manner.	Article 92
Votes at a shareholders’ general meeting shall be cast in a registered manner.
52.	Article 93
Before voting on any proposal, a shareholders’ general meeting shall choose two shareholders’ representatives to participate in the votes counting or scrutinizing, provided that no such shareholders’ representative shall be a shareholder who is interested in the subject matter of such proposal or his/her proxy.

The counsels (if applicable), shareholders’ representatives and supervisors’ representatives shall jointly count and scrutinize the votes cast on such proposal. The voting results shall be declared at the meeting and recorded in the minutes of the meeting.

The shareholders, who cast votes online or by other means, whether in person or by proxy, shall have the right to check their voting results through the relevant voting system. | Article 93
Before voting on any proposal, a shareholders’ general meeting shall choose two shareholders’ representatives to participate in the votes counting or scrutinizing, provided that no such shareholders’ representative shall be a shareholder who is interested in the subject matter of such proposal or his/her proxy.

The shareholders, who cast votes online or by other means, whether in person or by proxy, shall have the right to check their voting results through the relevant voting system. |
| 53. | Article 94
The on-site voting at a shareholders’ general meeting shall not end before voting online or by other means. The chairperson shall declare the result of voting on each proposal, and whether such proposal has been adopted accordingly.

Before the formal declaration of the result of any voting, the Company, teller(s), scrutineer(s), substantial shareholders, network service providers and other persons involved in voting on site, online or by other means shall have the obligation to keep confidential the information related to the voting. | Article 94
The on-site voting at a shareholders’ general meeting shall not end before voting online or by other means. The chairperson shall declare the result of voting on each proposal, and whether such proposal has been adopted accordingly.

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No.	Original version	Revised version
54.	Article 95

A shareholder attending any shareholders’ general meeting shall vote for or against or abstain from voting on each proposal submitted to the meeting for voting, except the Securities Depository and Clearing Institution, as a nominee holder under the Mainland-Hong Kong Stock Connect Scheme, may make declarations according to the intentions of the actual holders.

The resolutions of a shareholders’ general meeting shall be announced in a timely manner pursuant to the relevant laws, administrative regulations and the securities regulatory rules of the place where the Company’s shares are listed, and the announcement shall set forth the total number of shares entitled to attend and vote at the meeting, the total number of shares entitled to attend at the meeting but required to abstain from voting in favor pursuant to the Rule 13.40 of the HK Listing Rules, the total number of shares required to abstain from voting pursuant to the HK Listing Rules, the total number of shares voting in favor and the total number of shares voting against the resolution, among others. | Article 97

The resolutions of a shareholders’ general meeting shall be announced in a timely manner pursuant to the relevant laws, administrative regulations and the securities regulatory rules of the place where the Company’s shares are listed, and the announcement shall set forth the total number of shares entitled to attend and vote at the shareholders’ general meeting, the total number of shares entitled to attend at the shareholders’ general meeting but required to abstain from voting in favor pursuant to the Rule 13.40 of the HK Listing Rules, the total number of shares required to abstain from voting pursuant to the HK Listing Rules, the total number of shares voting in favor and the total number of shares voting against the resolution, among others. |

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No.	Original version	Revised version
56.	Article 98
The resolutions of a shareholders’ general meeting shall specifically indicate any proposal that fails to be adopted at the meeting or any amendment to any resolution of the previous shareholders’ general meeting in the corresponding announcement.	Article 98
The resolutions of a shareholders’ general meeting shall specifically indicate any proposal that fails to be adopted at the meeting or any amendment to any resolution of the previous shareholders’ general meeting in the corresponding announcement.
57.	Article 99
If a shareholders’ general meeting adopts any resolution on the appointment of Directors and Supervisors, the term of office of the newly appointed Directors and Supervisors shall commence from the date of adoption of the relevant resolution at the shareholders’ general meeting.	Article 99
If a shareholders’ general meeting adopts any resolution on the appointment of Directors and Supervisors, the term of office of the newly appointed Directors and Supervisors shall commence from the date of adoption of the relevant resolution at the shareholders’ general meeting.
58.	Article 100
Any resolution on the distribution of cash or stock dividends or capitalization of capital reserve adopted at a shareholders’ general meeting shall be implemented by the Company within two (2) months after the end of the meeting.	Article 100
Any resolution on the distribution of cash or stock dividends or capitalization of capital reserve adopted at a shareholders’ general meeting shall be implemented by the Company within two (2) months after the end of the meeting.
59.	Article 101
Each Director of the Company shall be a natural person. No Director of the Company shall be a person who:
(i) does not have capacity or only has limited capacity for civil conduct;	Article 101
Each Director of the Company shall be a natural person. No Director of the Company shall be a person who:
(i) does not have capacity or only has limited capacity for civil conduct;

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No.	Original version	Revised version
(ii)	has been subject to any criminal penalty due to graft, bribery, embezzlement of property, misappropriation of property or disruption of the order of socialist market economy or been deprived of his/her political rights, and has completed his/her sentence not more than five (5) years;	(ii) has been subject to any criminal penalty due to graft, bribery, embezzlement of property, misappropriation of property or disruption of the order of socialist market economy or been deprived of his/her political rights, and has completed his/her sentence not more than five (5) years, or has been granted probation and has not exceeded two (2) years since the expiration of the probationary period;
(iii)	has been the director, factory manager or manager of any company or enterprise that went bankrupt and was liquidated not more than three (3) years, and is personally liable for the bankruptcy of such company or enterprise;	(iii) has been the director, factory manager or manager of any company or enterprise that went bankrupt and was liquidated not more than three (3) years, and is personally liable for the bankruptcy of such company or enterprise;
(iv)	has been the legal representative of any company or enterprise that had its business license revoked and was ordered to be closed down due to violation of law not more than three (3) years, and is personally liable for such violation;	(iv) has been the legal representative of any company or enterprise that had its business license revoked and was ordered to be closed down due to violation of law not more than three (3) years, and is personally liable for such violation;
(v)	owes a large amount of debts due and unpaid;	(v) has been designated as a dishonest person subject to enforcement by the people’s court due to owes a large amount of debts due and unpaid;
(vi)	has been and is still being banned by the CSRC from entering the stock market; or	(vi) has been and is still being banned by the CSRC from entering the stock market; or
(vii)	is otherwise disqualified to serve as a Director of the Company pursuant to the applicable laws, administrative regulations and department rules.	(vii) is otherwise disqualified to serve as a Director of the Company pursuant to the applicable laws, administrative regulations and department rules.
The election and appointment of any Director in violation of the provisions of this Article shall be invalid and void. Any Director who becomes disqualified during his/her term of office pursuant to this Article shall be removed from office by the Company.		The election and appointment of any Director in violation of the provisions of this Article shall be invalid and void. Any Director who becomes disqualified during his/her term of office pursuant to this Article shall be removed from office by the Company.

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No.	Original version	Revised version
60.	Article 102

Directors shall be elected or replaced at the shareholders’ general meeting and may be removed at the shareholders’ general meeting prior to the expiration of their term of office. The term of office of the Directors is three (3) years and they are eligible for re-election at the end of the term. However, the re-appointment of Independent Non-executive Director shall be deliberated and approved by the shareholders by way of a separate resolution if the relevant Independent Non-executive Director has served for more than nine (9) years. The document accompanying the resolution to the shareholders should state the reasons why the Board of Directors (or the Nomination Committee) considers that the Director remains independent and should be re-elected, including the factors considered as well as the process and the discussion by which the Board of Directors (or the Nomination Committee) made such decision.

The term of office of the Directors shall be counted from the date of appointment until the expiration of the term of the current Board of Directors. When the Directors’ term expires and re-election is not held in time, or where the resignation of a Director during his term of office causes the number of the members of the Board of Directors to be less than the quorum, the original Directors shall still perform their duties as Directors in accordance with laws, administrative regulations, departmental rules and these Articles before the re-elected Directors take office.

The resigning Directors shall notify the Company of the resignation in writing, and the resignation shall become effective on the day the Company receives the notice. However, the Director shall still perform his/her duties as Directors if there is any situation provided in the preceding paragraphs. | Article 102

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No.	Original version	Revised version
	Subject to the relevant laws and administrative regulations, the shareholders’ general meeting may by ordinary resolution remove any Director during his/her term of office (but without prejudice to any right to damages pursuant to any contract).

The manager or other senior management may serve as Director(s) concurrently, provided that the total number of Directors who are the manager or other senior management concurrently or employees’ representatives shall not exceed one half (1/2) of the total number of Directors of the Company.

The Board shall not have any employee representative Director.

Any person appointed by the Board of Directors as a Director to fill a casual vacancy or as addition to the Board of Directors shall hold office only until the next following annual general meeting of the Company, and shall then be eligible for re-election. Subject to the applicable laws and regulations, and the securities regulatory rules of the place where the Company is listed, if the Board of Directors appoints any new Director to fill a casual vacancy of the Board of Directors, such Director shall be subject to election by the shareholders at the shareholders’ general meeting immediately following his/her acceptance of the appointment. | Subject to the relevant laws and administrative regulations, the shareholders’ general meeting may by ordinary resolution remove any Director during his/her term of office; the removal shall become effective on the day the ordinary resolution is adopted; the Director may claim for compensation if he/she is removed unreasonably (but without prejudice to any right to damages pursuant to any contract).

The Board shall not have any employee representative Director.

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No.	Original version	Revised version
61.	Article 103

Subject to the relevant laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed and these Articles, each Director owes fiduciary duties to the Company and shall:

(i) not take advantage of his/her powers to accept bribes or other illegal payments or embezzle the property of the Company;

(ii) not misappropriate any funds of the Company;

(iii) not deposit any assets or funds of the Company in any account opened in his/her name or the name of any other person;

(iv) not lend any funds of the Company to any person or provide any guarantee for any person on the security of any property of the Company in violation of these Articles or without the approval of the shareholders’ general meeting or the Board of Directors; | Article 103

(i) not take advantage of his/her powers to accept bribes or other illegal payments or embezzle the property of the Company;

(ii) not embezzle the property of the Company, and not misappropriate any funds of the Company;

(iii) not deposit any assets or funds of the Company in any account opened in his/her name or the name of any other person;

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No.	Original version	Revised version
(v)	not enter into contracts or transactions with the Company in violation of these Articles or without the approval of the shareholders’ general meeting;	(v) not enter into contracts or transactions with the Company in violation of these Articles or without fulfilling the obligation to report to the Board of Directors or the shareholders’ general meeting and obtaining approval through a resolution of the Board of Directors or the shareholders’ general meeting; this section shall apply to any proposed contracts or transactions to be entered between the Company and the close relatives of the Directors, Supervisors and the senior management or the companies directly or indirectly controlled by the Directors, Supervisors and the senior management or their close relatives, and other related parties of the Directors, Supervisors and the senior management the approval of the shareholders’ general meeting;
(vi)	not take advantage of his/her position in the Company to seek any business opportunities for himself/herself or any other person that should be attributable to the Company, or engage in any business similar to the business of the Company himself/herself or for the benefit of any other person without the approval of the shareholders’ general meeting;	(vi) not take advantage of his/her position in the Company to seek any business opportunities for himself/herself or any other person that should be attributable to the Company, or engage in any business similar to the business of the Company himself/herself or for the benefit of any other person, unless it falls within the following situations: having reported to the Board of Directors or the shareholders’ general meeting, and approved through a resolution of the Board of Directors or the shareholders’ general meeting in accordance with the provisions of the Articles; or the Company is prohibited from benefiting from the business opportunity by laws, administrative regulations or the provisions of the Articles without the approval of the shareholders’ general meeting;

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No.	Original version	Revised version
	(vii) not receive any commission in any transaction with the Company;	(vii)(vii) not engage in self employment or operate for others a business similar to that of the Company where he/she is employed without reporting to the Board of Directors or the shareholders’ general meeting and obtaining an approval through a resolution of the Board of Directors or the shareholders’ general meeting;
	(viii) not disclose any secrets of the Company without authorization;
	(ix) not use his/her affiliation with the Company to the detriment of the interests of the Company; and
	(x) perform such other fiduciary duties as set forth in the relevant laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed and these Articles.	(viii)(xii) not receive any commission in any transaction between a third party and with the Company;
		(viii)(ix) not disclose any secrets of the Company without authorization;
	Any Director violating the provisions of this Article shall surrender the proceeds derived therefrom to the Company and indemnify the Company for the losses arising therefrom.	(ix)(x) not use his/her affiliation with the Company to the detriment of the interests of the Company; and
		(x)(xi) perform such other fiduciary duties as set forth in the relevant laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed and these Articles.
		Any Director violating the provisions of this Article shall surrender the proceeds derived therefrom to the Company and indemnify the Company for the losses arising therefrom.

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No.	Original version	Revised version
62.	Article 106
If any Director fails to attend in person or appoint for consistency another Director to attend on his/her behalf two (2) consecutive Board Meetings, such Director shall be deemed to be unable to perform his/her duties and the Board of Directors shall propose removal of such director to the shareholders’ general meeting. Subject to the securities regulatory rules of the place where the Company’s shares are listed, any Director attending the Board Meeting by internet, video, telephone or other equivalent means, shall also be deemed to be present in person thereat.	Article 106
If any Director fails to attend in person or appoint for consistency another Director to attend on his/her behalf two (2) consecutive Board Meetings, such Director shall be deemed to be unable to perform his/her duties and the Board of Directors shall propose removal of such director to the shareholders’ general meeting. Subject to the securities regulatory rules of the place where the Company’s shares are listed, any Director attending the Board Meeting by internet, video, telephone or other equivalent means, shall also be deemed to be present in person thereat.
63.	Article 107
A Director may submit his/her resignation to the Board of Directors in writing prior to the expiration of his/her term of office, in which case, the Board of Directors shall disclose the relevant information within two (2) days.	Article 107
A Director may submit his/her resignation to the Board of Directors in writing prior to the expiration of his/her term of office, in which case, the resignation shall become effective on the day the Company receives the notice and the Board of Directors shall disclose the relevant information within two (2) days.

55 -

No.	Original version	Revised version
	If the resignation of any Director causes the number of Board members to be less than the quorum, or if such Director is an Independent Non-executive Director, the number of Independent Non-executive Directors to be less than one third (1/3) of the total number of members of the Board of Directors, or there is no professional accountant among the Independent Non-executive Directors, the resignation of such Director shall not take effect until a successor Director fills the vacancy arising from his/her resignation. The original Director shall perform his/her duties in accordance with the relevant laws, administrative regulations, departmental rules and these Articles until his/her successor is appointed and takes office. The Board of Directors shall convene an extraordinary general meeting as soon as possible to elect Directors to fill the vacancies arising from the resignation of such Directors. The term of office of the by-election Directors shall be limited to the remaining period of the previous Directors.

Except as otherwise provided in this Article, the resignation of a Director shall take effect when his/her letter of resignation is delivered to the Board of Directors.

The resigning Director shall specify in his/her letter of resignation the date of resignation, reason of resignation, the posts he/she will resign, and whether he/she will continue to hold any post, and what posts he/she will continue to hold, in the Company and its controlled subsidiaries, among others. The provisions of this Article regarding letter of resignation shall mutatis mutandis apply to the resignation of the Supervisors and senior management. | If the resignation of any Director causes the number of Board members to be less than the quorum, or if such Director is an Independent Non-executive Director, the number of Independent Non-executive Directors to be less than one third (1/3) of the total number of members of the Board of Directors, or there is no professional accountant among the Independent Non-executive Directors, the resignation of such Director shall not take effect until a successor Director fills the vacancy arising from his/her resignation. The original Director shall perform his/her duties in accordance with the relevant laws, administrative regulations, departmental rules and these Articles until his/her successor is appointed and takes office. The Board of Directors shall convene an extraordinary general meeting as soon as possible to elect Directors to fill the vacancies arising from the resignation of such Directors. The term of office of the by-election Directors shall be limited to the remaining period of the previous Directors.

Except as otherwise provided in this Article, the resignation of a Director shall take effect when his/her letter of resignation is delivered to the Board of Directors.

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No.	Original version	Revised version
64.	Article 113
The Independent Non-executive Directors shall perform their duties in accordance with the relevant laws, administrative regulations, departmental rules, normative documents and the securities regulatory rules of the place where the Company’s shares are listed.

The Company shall formulate the terms of reference for Independent Non-executive Directors, which shall set forth, among others, the qualifications, nomination, election, replacement, rights and obligations of the Independent Non-executive Directors, and be submitted to the shareholders’ general meeting for approval. |
| 65. | Article 115
The Company shall have a Board of Directors which shall be accountable to the shareholders’ general meeting. | Article 115
The Company shall have a Board of Directors which shall be accountable to the shareholders’ general meeting. |
| 66. | Article 117
The Board of Directors exercises the following powers and duties:
(i) to convene a shareholders’ general meeting and submit a work report to such meeting;
(ii) to implement the resolutions of a shareholders’ general meeting;
(iii) to decide on the operation plan and investment scheme of the Company;
(iv) to prepare the draft annual budget and final accounts of the Company;
(v) to prepare the profit distribution plan and loss recovery plan of the Company;
(vi) to prepare the plan for the Company to increase or reduce its registered capital, issuance of bonds or other securities and listing plans; | Article 117
The Board of Directors exercises the following powers and duties:
(i) to convene a shareholders’ general meeting and submit a work report to such meeting;
(ii) to implement the resolutions of a shareholders’ general meeting;
(iii) to decide on the operation plan and investment scheme of the Company;
(iv) to prepare the draft annual budget and final accounts of the Company;
(v)(iv) to prepare the profit distribution plan and loss recovery plan of the Company;
(vi)(v) to prepare the plan for the Company to increase or reduce its registered capital, issuance of bonds or other securities and listing plans; |

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No.	Original version	Revised version
(vii)	to prepare plans for the material acquisitions by the Company, acquisition of the Company’s shares under the circumstances specified in items (i) and (ii) of Article 24 of these Articles, the merger, division, dissolution and change of the form of the Company;	(vii)(vi) to prepare plans for the material acquisitions by the Company, acquisition of the Company’s shares under the circumstances specified in items (i) and (ii) of Article 24 of these Articles, the merger, division, dissolution and change of the form of the Company;
(viii)	to decide on the Company’s outbound investments, acquisition and sale of assets, pledge of assets, external guarantees, entrusted financial management, connected transactions and external donations in accordance with the provisions of laws, regulations and securities regulatory rules of the place where the Company’s shares are listed or within the scope of authorization of the shareholders’ general meeting;	(viii)(vii) to decide on the Company’s outbound investments, acquisition and sale of assets, pledge of assets, external guarantees, entrusted financial management, connected transactions and external donations in accordance with the provisions of laws, regulations and securities regulatory rules of the place where the Company’s shares are listed or within the scope of authorization of the shareholders’ general meeting;
(ix)	to decide, by resolution at a meeting of the Board of Directors attended by more than two-thirds (2/3) of the Directors, the plan to acquire the Company’s shares under the circumstances specified in items (iii), (v) and (vi) of Article 24 of these Articles;	(ix)(xiii) to decide, by resolution at a meeting of the Board of Directors attended by more than two-thirds (2/3) of the Directors, the plan to acquire the Company’s shares under the circumstances specified in items (iii), (v) and (vi) of Article 24 of these Articles;
(x)	to decide on the establishment of the internal management organizations of the Company;	(x)(xx) to decide on the establishment of the internal management organizations of the Company;
(xi)	to appoint or dismiss the manager, the Secretary of the Board of Directors and such other senior management, and to determine their remuneration, incentives and punishments; to appoint or dismiss the senior management including the Vice President and the Chief Financial Officer of the Company based on the nominations made by the manager, and to determine their remunerations, incentives and punishments;	(x)(x) to appoint or dismiss the manager, the Secretary of the Board of Directors and such other senior management, and to determine their remuneration, incentives and punishments; to appoint or dismiss the senior management including the Vice President and the Chief Financial Officer of the Company based on the nominations made by the manager, and to determine their remunerations, incentives and punishments;

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No.	Original version	Revised version
	(xii) to establish a basic management system of the Company;
(xiii) to prepare plans to amend these Articles;
(xiv) to manage information disclosure by the Company;
(xv) to make the proposal of engaging or replacing an accounting firm to the shareholders’ general meeting;
(xvi) to receive the report by the manager of the Company and review the work performance of the manager; and
(xvii) to exercise other powers and duties conferred by relevant laws, administrative regulations, departmental regulations, the securities regulatory rules of the stock exchange of the place where the Company’s shares are listed or these Articles.

Any matters that are beyond the scope of authorization of the shareholders’ general meeting shall be submitted for deliberation at the shareholders’ general meeting. | (xiii)(xi) to establish a basic management system of the Company;
(xiii)(xii) to prepare plans to amend these Articles;
(xiv)(xiii) to manage information disclosure by the Company;
(xv)(xiv) to make the proposal of engaging or replacing an accounting firm to the shareholders’ general meeting;
(xvii)(xv) to receive the report by the manager of the Company and review the work performance of the manager; and
(xviii)(xx) to exercise other powers and duties conferred by relevant laws, administrative regulations, departmental regulations, the securities regulatory rules of the stock exchange of the place where the Company’s shares are listed or these Articles.

The restrictions on the power of the Board of Directors shall not be effective against bona fide third parties. Any matters that are beyond the scope of authorization of the shareholders’ general meeting shall be submitted for deliberation at the shareholders’ general meeting. |
| 67. | Article 118

If the certified public accountant appointed by the Company issues a modified audit opinion on any financial report of the Company, the Board of Directors shall explain the reasons to the shareholders’ general meeting. | Article 118

The Board shall establish its rules of procedure to ensure the implementation of the resolutions of the shareholders’ general meeting, improve its efficiency and make scientific decisions. | Article 119

The Board shall establish its rules of procedure to ensure the implementation of the resolutions of the shareholders’ general meeting, improve its efficiency and make scientific decisions. |

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No.	Original version	Revised version
69.	Article 120
The Board shall define the authority and establish stringent review and decision-making procedures in respect of outbound investments, acquisition and sales of assets, pledge of assets, external guarantees, entrusted financial management, connected transactions and external donations, and with respect to any material investment, organize the relevant experts and professionals to review and assess such investment, and report the same to the shareholders’ general meeting for approval.	Article 120
The Board shall define the authority and establish stringent review and decision-making procedures in respect of outbound investments, acquisition and sales of assets, pledge of assets, external guarantees, entrusted financial management, connected transactions and external donations, and with respect to any material investment, organize the relevant experts and professionals to review and assess such investment, and report the same to the shareholders’ general meeting for approval.
70.	Article 122
The Chairman shall exercise the following powers and duties:
(i) to preside over the shareholders’ general meetings and convene and preside over the Board Meetings;
(ii) to supervise and examine the implementation of the resolutions of the Board of Directors;
(iii) to execute the documents of the Board of Directors and other documents required to be executed by the legal representative of the Company;
(iv) in case of any extremely severe natural disaster, force majeure or emergency, to exercise the special right to dispose of the affairs of the Company for the benefit of the Company according to law, and report to the Board of Directors and the shareholders’ general meeting afterwards; and
(v) to exercise other powers and duties delegated by the Board of Directors.	Article 122
The Chairman shall exercise the following powers and duties:
(i) to preside over the shareholders’ general meetings and convene and preside over the Board Meetings;
(ii) to supervise and examine the implementation of the resolutions of the Board of Directors;
(iii) to execute the documents of the Board of Directors and other documents required to be executed by the legal representative of the Company;
(iv) in case of any extremely severe natural disaster, force majeure or emergency, to exercise the special right to dispose of the affairs of the Company for the benefit of the Company according to law, and report to the Board of Directors and the shareholders’ general meeting afterwards; and
(v) to exercise other powers and duties delegated by the Board of Directors.

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No.	Original version	Revised version
71.	Article 126

The notice of an Extraordinary Board Meeting may be given in person, by post, facsimile, email or otherwise specified herein, three (3) days prior to the date of meeting.

Notwithstanding the notice period set forth above, if an Extraordinary Board Meeting needs to be held as soon as possible in case of any emergency, the meeting notice may be given by telephone or orally at any time, provided that the convener shall provide an explanation at the meeting. | Article 126

The notice of an Extraordinary Board Meeting may be given in person, by post, facsimile, Weixin (WeChat), phone, email or otherwise specified herein, three (3) days prior to the date of meeting.

The Board may accept a written proposal in lieu of holding a Board Meeting, provided that the draft of such proposal shall be delivered to each Director in person, by post, facsimile or email. Such proposal shall become a resolution of the Board after it has been delivered by the Board to all Directors, the number of Directors who have signed to consent to such proposal constitutes a required quorum for making a resolution, and the executed copies of such proposal have been delivered to the Secretary of the Board in such manner as set forth above, and shall be as effective as a resolution of the Board passed at a meeting held in accordance with the provisions of these Articles.

No regular meeting of the Board shall be held in the manner set forth in the first paragraph of this Article 129. | Article 129

The Board may accept a written proposal in lieu of holding a Board Meeting, provided that the draft of such proposal shall be delivered to each Director in person, by post, Weixin (WeChat), facsimile or email. Such proposal shall become a resolution of the Board after it has been delivered by the Board to all Directors, the number of Directors who have signed to consent to such proposal constitutes a required quorum for making a resolution, and the executed copies of such proposal have been delivered to the Secretary of the Board in such manner as set forth above, and shall be as effective as a resolution of the Board passed at a meeting held in accordance with the provisions of these Articles.

No regular meeting of the Board shall be held in the manner set forth in the first paragraph of this Article 129. |

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No.	Original version	Revised version
73.	Article 130

Any Director, Supervisor, manager or other senior management who is, whether directly or indirectly, materially interested in any established or proposed contract, transaction or arrangement with the Company (except for employment contracts of such Director, Supervisor, manager or other senior management entered into with the Company) shall promptly disclose the nature and degree of his/her interest to the Board, regardless of whether the relevant matter requires the approval of the Board under normal circumstances.

Save for the circumstances permitted by the HK Listing Rules and applicable regulations, the Directors shall not vote on any resolutions of the Board in respect of approving a contract, transaction or arrangement or any other related proposal in which these Directors or any of their close associates (as defined in the applicable HK Listing Rules in force from time to time) have a material interest. The Directors concerned shall also not be counted for the purpose of determining whether a quorum is present. A Board Meeting may be held with the attendance of a majority of the disinterested Directors, and the resolutions made at a Board Meeting shall be approved by a majority of the disinterested Directors. The matter shall be submitted to the shareholders’ general meeting for deliberation if the number of disinterested Directors present at the Board Meeting is less than three (3). | Article 130

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No.	Original version	Revised version
	Unless the interested Director, Supervisor, manager or other senior management has disclosed his/her interest to the Board in accordance with the requirements of the first paragraph of this Article, and the Board has approved such matter at a meeting in which he/she has not been counted a quorum, and has abstained from voting thereon, the Company shall have the right to cancel the relevant contract, transaction or arrangement, expect that the counterparty is a bona fide party who did not know the violation of obligation by such Director, Supervisor, manager or other senior management.

Any Director, Supervisor, manager or other senior management shall also be deemed interested in a contract, transaction or arrangement if any of his/her related persons has an interest therein.

If a substantial shareholder (as defined in the applicable HK Listing Rules in force from time to time) or a Director has a conflict of interest in a matter to be considered by the Board which the Board has determined to be material, the matter should be dealt with by a physical Board Meeting rather than a written resolution. Independent non-executive Directors, and whose close associates (as defined in the applicable HK Listing Rules in force from time to time), have no material interest in the transaction should be present at that Board Meeting. | Unless the interested Director, Supervisor, manager or other senior management has disclosed his/her interest to the Board in accordance with the requirements of the first paragraph of this Article, and the Board has approved such matter at a meeting in which he/she has not been counted a quorum, and has abstained from voting thereon, the Company shall have the right to cancel the relevant contract, transaction or arrangement, expect that the counterparty is a bona fide party who did not know the violation of obligation by such Director, Supervisor, manager or other senior management.

Any Director, Supervisor, manager or other senior management shall also be deemed interested in a contract, transaction or arrangement if any of his/her related persons has an interest therein.

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No.	Original version	Revised version
74.	Article 135

The Board shall set up the Audit Committee, the Remuneration Committee and the Nomination Committee. The Board may establish other necessary Special Committees based on the actual needs of the Company’s operation and management. Such Committees shall be accountable to the Board, perform their respective duties delegated by these Articles and the Board, and submit their proposals to the Board for deliberation.

All members of each Special Committee shall be Directors. The Independent Non-executive Directors shall constitute a majority of members, and act as the conveners, of the Audit Committee, the Remuneration Committee and the Nomination Committee. All members of the Audit Committee shall be non-executive Directors, and its convener shall be a professional accountant and have appropriate professional qualifications or accounting or related financial management expertise as set forth in the HK Listing Rules. The Board shall be responsible for formulating the terms of reference of the Special Committees to regulate their operation. | Article 135

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No.	Original version	Revised version
		The Board of Directors shall obtain the approval of more than half of the members of the Audit Committee before making resolutions on the following matters:

(i) appointing or dismissing the accounting firm who supplies audit services to the Company;

(ii) appointing or dismissing the financial director;

(iii) disclosing financial reports; and

(iv) other matters as specified by the securities regulatory authorities of the State Council. |
| 75. | Article 145

The Company has Secretary of the Board of Directors who is responsible for matters such as preparing the Company’s shareholders’ general meetings and Board Meetings, safekeeping documents, managing the information of the Company’s shareholders and handling information disclosure.

The Secretary of the Board of Directors shall comply with the relevant provisions of the laws, administrative regulations, departmental rules and these Articles. | Article 145

The Secretary of the Board of Directors shall comply with the relevant provisions of the laws, administrative regulations, departmental rules and these Articles. |
| 76. | Article 148

Article 101 hereof in relation to the circumstances under which a person may not serve as a Director shall mutatis mutandis apply to the Supervisors.

None of the Directors, the Manager or other senior management of the Company shall hold the post of Supervisor concurrently. | Article 148

Article 101 hereof in relation to the circumstances under which a person may not serve as a Director shall mutatis mutandis apply to the Supervisors.

None of the Directors, the Manager or other senior management of the Company shall hold the post of Supervisor concurrently. |

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No.	Original version	Revised version
77.	Article 157

The Supervisory Committee exercises the following powers and duties:

(i) to review the report regularly prepared by the Board of Directors and provide written audit opinions;

(ii) to review the financial position of the Company;

(iii) to supervise the performance of Directors and senior management in fulfilling their duties to the Company, and propose dismissal of Directors and senior management that have violated laws, administrative regulations, these Articles or resolutions of the shareholders’ general meeting;

(iv) to demand rectification by Directors and senior management of the Company when the acts of such persons are prejudicial to the Company’s interests;

(v) to propose the convening of an extraordinary general meeting, and convene and preside over the shareholders’ general meeting when the Board of Directors fails to perform such duties provided by the Company Law;

(vi) to submit proposals to shareholders’ general meetings;

(vii) to initiate litigations against Directors and senior management in accordance with provisions set out in Article 151 of the Company Law; and | Article 157

The Supervisory Committee exercises the following powers and duties:

(i) to review the report regularly prepared by the Board of Directors and provide written audit opinions;

(ii) to review the financial position of the Company;

(iv) to demand rectification by Directors and senior management of the Company when the acts of such persons are prejudicial to the Company’s interests;

(vi) to submit proposals to shareholders’ general meetings;

(vii) to initiate litigations against Directors and senior management in accordance with provisions set out in Article 151-189 of the Company Law; and |

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No.	Original version	Revised version
	(viii) to investigate if unusual business operation is found in the Company and, if necessary, an accounting firm, law firm or any other professional organization may be engaged at the expense of the Company to assist its work.	(viii) to investigate if unusual business operation is found in the Company and, if necessary, an accounting firm, law firm or any other professional organization may be engaged at the expense of the Company to assist its work.
78.	Article 158
The Supervisory Committee shall meet at least once every six months. An extraordinary meeting of the Supervisory Committee may be convened on requisition of a Supervisor.

Resolutions of the Supervisory Committee shall require approval from no less than two-thirds (2/3) of the Supervisors. | Article 158
The Supervisory Committee shall meet at least once every six months. An extraordinary meeting of the Supervisory Committee may be convened on requisition of a Supervisor.

Resolutions of the Supervisory Committee shall require approval from no less than two-thirds (2/3) of all the Supervisors; the voting on resolutions of the Supervisory Committee shall be conducted on a “one-person, one-vote” basis. |
| 79. | Article 159
The Supervisory Committee shall establish its rules of procedure, defining its method of discussion and voting procedures, to improve its efficiency and make scientific decisions.

The rules of procedure of the Supervisory Committee shall set forth the procedures to convene, and voting procedures at, meetings of Supervisory Committee, which shall be prepared by the Supervisory Committee and approved by the shareholders’ general meeting, and constitute an exhibit to these Articles. |
| 80. | Article 165
The Company shall appropriate ten percent (10%) of the after-tax profits of each year as the statutory provident fund before distributing profits for such year; provided, however, when the accumulated statutory provident fund has exceeded fifty percent (50%) (inclusive) of the registered capital of the Company, such appropriation may be suspended. | Article 165
The Company shall appropriate ten percent (10%) of the after-tax profits of each year as the statutory provident fund before distributing profits for such year; provided, however, when the accumulated statutory provident fund has exceeded fifty percent (50%) (inclusive) of the registered capital of the Company, such appropriation may be suspended. |

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No.	Original version	Revised version
	If the statutory provident fund of the Company is insufficient to cover the loss in prior years, the profit in the current year shall be first applied to make up such loss before appropriation of the statutory provident fund as stated above.

After appropriating the statutory provident fund from the after-tax profits, the Company may, by resolution of the shareholders’ general meeting, further appropriate other surplus reserve from the after-tax profits.

Unless otherwise provided herein, the remaining after-tax profits after making up the losses and appropriating the provident fund shall be distributed to the shareholders in proportion to their respective shareholding.

The shares held by the Company shall not involve any profit distribution. | If the statutory provident fund of the Company is insufficient to cover the loss in prior years, the profit in the current year shall be first applied to make up such loss before appropriation of the statutory provident fund as stated above.

If the shareholders’ general meeting resolves to distribute any profits to the shareholders before making up the losses and appropriating the provident fund in violation of the preceding provisions, the shareholders shall return such profits distributed to the Company, and if such resolution results in losses for the Company, the shareholders and the responsible Directors, Supervisors and the senior management shall bear the liability for compensation.

The shares held by the Company shall not involve any profit distribution. |

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No.	Original version	Revised version
81.	Article 166

The provident fund of the Company are appropriated for purpose of making up the losses or expanding production and operation of the Company or being capitalized; provided, however, no capital provident fund shall be applied to make up any loss of the Company.

In any capitalization of the statutory provident fund, the remaining statutory provident fund shall not be less than twenty-five percent (25%) of the Company’s registered capital immediately prior to such capital increase through provident fund transfer. | Article 166

The provident fund of the Company are appropriated for purpose of making up the losses or expanding production and operation of the Company or being capitalized; where the provident funds are applied for making up the losses of the Company, discretionary provident fund and statutory provident fund shall be applied first, and if it is insufficient to cover the losses, capital reserve may then be applied in accordance with the provisions provided, however, no capital provident fund shall be applied to make up any loss of the Company.

After the shareholders’ general meeting adopts a resolution on any profit distribution proposal, subject to the laws and regulations as well as the securities regulatory rules of the place where the Company’s shares are listed, the Board of Directors shall distribute the relevant dividends (or shares) within two (2) months after such meeting ends. | Article 167

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No.	Original version	Revised version
83.	Article 168 ...

(i) Principles of profit distribution: each share of the Company shall be entitled to the same dividends, and the shareholders shall receive dividends and other profit distributions in proportion to their respective shareholding. The Company adopts a positive policy as regards profit distribution, strives to provide reasonable returns on investment to the investors, and maintains the consistency and stability. The Company may distribute profits in the form of cash or stock, provided that the profits shall be distributed to the limit of aggregate profits distributable, and to the extent that the ability of the Company to continue as a going concern shall not be impaired. The Board, the Supervisory Committee and the shareholders’ general meeting of the Company shall give full consideration to the opinions of the Independent Non-executive Directors, external Supervisors (if any) and the public investors in deciding and demonstrating its profit distribution policy.

... | Article 168 ...

... |
| 84. | Article 173

The appointment of an accounting firm by the Company shall subject to approval of the shareholders’ general meeting. In case of a casual vacancy in the office of accounting firm, the Board of Directors may appoint an accounting firm to fill such vacancy before the convening of a shareholders’ general meeting; provided, however, the accounting firm in office (if any) of the Company may act notwithstanding any continuation of such vacancy. | Article 173

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No.	Original version	Revised version
85.	Article 175

The auditor’s fees payable to the accounting firm shall be decided by the shareholders’ general meeting; provided that the remuneration of an accounting firm appointed by the Board of Directors to fill a casual vacancy before the convening of a shareholders’ general meeting shall be decided by the Board of Directors. | Article 175

The appointment, removal or termination of appointment of an accounting firm shall be decided by the shareholders’ general meeting. If the Company intends to remove or terminate the appointment of an accounting firm, the Company shall give ten (10) days’ notice to such accounting firm. When the shareholders’ general meeting votes on the removal of an accounting firm, such accounting firm shall be given an opportunity to express its opinions.

If any accounting firm offers to resign, it shall explain to the shareholders’ general meeting whether the Company has engaged in any misconduct. | Article 176

If any accounting firm offers to resign, it shall explain to the shareholders’ general meeting whether the Company has engaged in any misconduct. |
| 87. | Article 177

Subject to compliance with laws, administrative regulations, departmental rules and the securities regulatory rules of the place where the Company’s shares are listed, the Company’s notice is given by the following manners:

(i) in person;

(ii) by mail;

(iii) by announcement;

(iv) by facsimile or E-mail; or | Article 177

(i) in person;

(ii) by mail;

(iii) by announcement;

(iv) by facsimile or E-mail; |

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No.	Original version	Revised version
	(v) by other means either approved by the securities supervisory authority in the place where the Company’s shares are listed or stipulated in these Articles.

In respect of the manner in which the Company provides or sends corporate communications to the shareholders of H Shares as required under the HK Listing Rules, subject to compliance with the laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company’s shares are listed and these Articles, such corporate communications may be provided or sent to the holders of H Shares through the Company’s designated website and/or the SEHK website or via electronic means.

For the purpose of this Article, corporate communication means any document issued or to be issued by the Company for the information or action of any holders of H Shares or other persons required by the HK Listing Rules.

Any notice regarding the exercise of any powers/rights set forth herein that is given by way of announcement shall be published in such manner as required by the HK Listing Rules. | (iv)(v) by Weixin (WeChat) or phone; or

(v)(vi) by other means either approved by the securities supervisory authority in the place where the Company’s shares are listed or stipulated in these Articles.

The notice of any shareholders’ general meeting shall be delivered in person, by post, facsimile, email, announcements or otherwise set forth herein. | Article 179

The notice of any shareholders’ general meeting shall be delivered in person, by post, facsimile, email, announcements or otherwise set forth herein. |
| 89. | Article 180

The notice of any Board Meeting shall be delivered in person, by post, facsimile, email or otherwise set forth herein. | Article 180

The notice of any Board Meeting shall be delivered in person, by post, facsimile, Weixin (WeChat), phone, email or otherwise set forth herein. |

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No.	Original version	Revised version
90.	Article 181
The notice of any meeting of the Supervisory Committee shall be delivered in person, by post, facsimile, email or otherwise set forth herein.	Article 181
The notice of any meeting of the Supervisory Committee shall be delivered in person, by post, facsimile, Weixin (WeChat), phone, email or otherwise set forth herein.
91.	Article 182
Any notice given by the Company shall be deemed to have been delivered: if delivered in person, on the date the recipient signs or stamps the return receipt; if sent by post, the third working day from the date of posting; if transmitted by facsimile, the date of the fax report printed by the fax machine of the Company indicating that the fax was successful shall be deemed as the date of service; if sent via email message, the time when the e-mail message first enters the server system where the e-mail address of the notified party is located shall be deemed as the date of service; or if sent by way of announcement, on the date the announcement is published for the first time.	Article 182
Any notice given by the Company shall be deemed to have been delivered: if delivered in person, on the date the recipient signs or stamps the return receipt; if sent by post, the third working day from the date of posting; if transmitted by facsimile, the date of the fax report printed by the fax machine of the Company indicating that the fax was successful shall be deemed as the date of service; if sent via e-mail message, the time when the e-mail message first enters the server system where the e-mail address of the notified party is located shall be deemed as the date of service; if sent by Weixin (WeChat) message, the time when the Weixin (WeChat) message first reaches recipient’s Weixin (WeChat) account; if made by phone, the time when the call is successfully answered by the recipient; or if sent by way of announcement, on the date the announcement is published for the first time.
92.	Article 188
In the event of any spin-off of the Company, its assets shall be divided accordingly.
In the event of any spin-off of the Company, the Company shall prepare a balance sheet and a list of assets, notify its creditors within ten (10) days after the adoption of the relevant resolution and publish announcements in the newspapers recognized by the stock exchange of the place where the Company’s shares are listed within thirty (30) days.	Article 188
In the event of any spin-off of the Company, its assets shall be divided accordingly.
In the event of any spin-off of the Company, the Company shall prepare a balance sheet and a list of assets, notify its creditors within ten (10) days after the adoption of the relevant resolution and publish announcements in the newspapers recognized by the stock exchange of the place where the Company’s shares are listed or in the National Enterprise Credit Information Publicity System within thirty (30) days.

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No.	Original version	Revised version
93.	Article 190

The Company shall prepare a balance sheet and a list of assets in the event it is required to reduce its registered capital.

The Company shall notify its creditors within ten (10) days after the adoption of the relevant resolution on the reduction of the registered capital and publish announcements in the newspapers recognized by the stock exchange of the place where the Company’s shares are listed within thirty (30) days. The creditors may request the Company to discharge its obligations or offer appropriate security within thirty (30) days after receiving such notice, or if they fail to receive such notice, within forty-five (45) days after the publication of such announcement.

The Company’s registered capital after such reduction shall not be lower than the minimum amount of the registered capital required by law. | Article 190

The Company shall prepare a balance sheet and a list of assets in the event it is required to reduce its registered capital.

The Company shall notify its creditors within ten (10) days after the adoption of the relevant resolution on the reduction of the registered capital and publish announcements in the newspapers recognized by the stock exchange of the place where the Company’s shares are listed or in the National Enterprise Credit Information Publicity System within thirty (30) days. The creditors may request the Company to discharge its obligations or offer appropriate security within thirty (30) days after receiving such notice, or if they fail to receive such notice, within forty-five (45) days after the publication of such announcement.

The Company’s registered capital after such reduction shall not be lower than the minimum amount of the registered capital required by law. |

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No.	Original version	Revised version
94.	Article 192

The Company may be dissolved in any of the following circumstances:

(i) the term of business of the Company stipulated in these Articles has expired or any other trigger for dissolution stipulated herein has occurred;

(ii) the resolution of shareholders’ general meeting has resolved to dissolve the Company;

(iii) the merger or division of the Company requires a dissolution;

(iv) the business license is revoked in accordance with the law, or the Company is ordered to close or is cancelled; or

(v) serious difficulties arise in the operation and management of the Company and its continued existence would cause material loss to the interests of the shareholders and such difficulties cannot be resolved through other means, in which case shareholders holding at least 10 percent of all shareholders’ voting rights may petition a people’s court to dissolve the Company. | Article 192

The Company may be dissolved in any of the following circumstances:

(i) the term of business of the Company stipulated in these Articles has expired or any other trigger for dissolution stipulated herein has occurred;

(ii) the resolution of shareholders’ general meeting has resolved to dissolve the Company;

(iii) the merger or division of the Company requires a dissolution;

(iv) the business license is revoked in accordance with the law, or the Company is ordered to close or is cancelled; or

If any of the circumstances in the preceding paragraph in this Article 192 arises, the Company shall publish an announcement in the National Enterprise Credit Information Publicity System within ten (10) days. |

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No.	Original version	Revised version
95.	Article 193

Under the circumstance set out in item (i) of Article 192, the Company may continue its operation by amending these Articles.

Any amendment to these Articles pursuant to the preceding paragraph shall be subject to approval of two thirds (2/3) or more of the votes held by the shareholders present at the shareholders’ general meeting. | Article 193

Under the circumstances set out in item (i) or item (ii) of Article 192 and if the Company has not distributed assets to shareholders, the Company may continue its operation by amending these Articles or by a resolution of the shareholders’ general meeting.

Where the Company is dissolved under the circumstances set out in items (i), (ii), (iv) and (v) of Article 192 hereof, the Company shall establish a liquidation committee to start liquidation within fifteen (15) days from the date when the cause of dissolution occurred. The composition of the liquidation committee shall be determined by the Directors or the shareholders’ general meeting.

If a liquidation committee fails to be established within the limited time for liquidation, the creditor may apply to the people’s court for appointing relevant personnel to form a liquidation committee for liquidation. | Article 194

Where the Company is dissolved under the circumstances set out in items (i), (ii), (iv) and (v) of Article 192 hereof, Directors shall be the liquidation obligors of the Company, and the Company shall establish a liquidation committee to start carry out liquidation within fifteen (15) days from the date when the cause of dissolution occurred. The composition of the liquidation committee shall be determined by the Directors or the shareholders’ general meeting. The liquidation obligors shall bear the liability for damages suffered by the Company or creditors due to their failure to perform the obligations of liquidation in a timely manner.

If a liquidation committee fails to be established within the limited time for liquidation or if a liquidation committee fails to carry out liquidation after establishment, the interested parties may the creditor may apply to the people’s court for appointing relevant personnel to form a liquidation committee for liquidation. The people’s court shall accept the application and promptly organize a liquidation committee to carry out the liquidation. |

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No.	Original version	Revised version
97.	Article 195

The liquidation committee shall perform the following powers and duties during the period of liquidation:

(i) To examine and take possession of the assets of the Company and prepare the balance sheet and a property inventory;

(ii) To inform creditors by notice or announcement;

(iii) To deal with the outstanding businesses of the Company relating to liquidation;

(iv) To pay off outstanding taxes as well as taxes arising in the course of liquidation;

(v) To settle credits and debts;

(vi) To dispose of the remaining assets of the Company after repayment of debts; and

(vii) To represent the Company in civil proceedings. | Article 195

The liquidation committee shall perform the following powers and duties during the period of liquidation:

(i) To examine and take possession of the assets of the Company and prepare the balance sheet and a property inventory;

(ii) To inform creditors by notice or announcement;

(iii) To deal with the outstanding businesses of the Company relating to liquidation;

(iv) To pay off outstanding taxes as well as taxes arising in the course of liquidation;

(v) To settle credits and debts;

(vi) To dispose of distribute the remaining assets of the Company after repayment of debts; and

(vii) To represent the Company in civil proceedings. |
| 98. | Article 196

The liquidation committee shall notify all creditors within ten (10) days after its establishment and shall publish announcements in newspapers recognized by the stock exchange of the place where the Company’s shares are listed within sixty (60) days. The creditors shall file their claims with the liquidation committee within thirty (30) days after receiving such notice, or if they fail to receive such notice, within forty-five (45) days after the publication of such announcement. | Article 196

The liquidation committee shall notify all creditors within ten (10) days after its establishment and shall publish announcements in newspapers recognized by the stock exchange of the place where the Company’s shares are listed or in the National Enterprise Credit Information Publicity System within sixty (60) days. The creditors shall file their claims with the liquidation committee within thirty (30) days after receiving such notice, or if they fail to receive such notice, within forty-five (45) days after the publication of such announcement. |

– 77 –

No.	Original version	Revised version
	In filing its claims, a creditor shall provide the particulars of such claims and the supporting documents. The liquidation committee shall register the claims filed by the creditors.

During the claim declaration period, the liquidation committee shall not repay any debt to any creditor. | In filing its claims, a creditor shall provide the particulars of such claims and the supporting documents. The liquidation committee shall register the claims filed by the creditors.

During the claim declaration period, the liquidation committee shall not repay any debt to any creditor. |
| 99. | Article 197

After the liquidation committee has examined and taken possession of the assets of the Company and prepared a balance sheet and a property inventory, it shall formulate a liquidation proposal and submit it to the shareholders’ general meeting or the people’s court for confirmation

The remaining assets of the Company after paying the costs of liquidation, the employees’ salaries, social insurance contributions and legal compensation, taxes and debts of the Company shall be distributed to the shareholders in proportion to their respective shareholding.

During the period of liquidation, the Company shall not engage in any business activity except for those relating to the liquidation.

Before liquidation as specified in the preceding paragraphs, the assets of the Company shall not be distributed to shareholders. | Article 197

During the period of liquidation, the Company shall not engage in any business activity except for those relating to the liquidation.

Before liquidation as specified in the preceding paragraphs, the assets of the Company shall not be distributed to shareholders. |
| 100. | Article 198

After the liquidation committee has sorted out the assets of the Company and prepared a balance sheet and a property inventory, if it discovers that the Company’s assets are insufficient to repay its debts in full, it shall apply to the people’s court to declare the Company bankrupt in accordance with the law. | Article 198

After the liquidation committee has sorted out the assets of the Company and prepared a balance sheet and a property inventory, if it discovers that the Company’s assets are insufficient to repay its debts in full, it shall apply to the people’s court for bankruptcy liquidation to declare the Company bankrupt in accordance with the law. |

– 78 –

No.	Original version	Revised version
	After the people’s court declares bankruptcy of the Company, the liquidation committee shall hand over the liquidation affairs of the Company to the people’s court.	After the people’s court declares accepts the bankruptcy application of the Company, the liquidation committee shall hand over the liquidation affairs of the Company to the bankruptcy administrator designated by the people’s court.
101.	Article 199
After completion of liquidation of the Company, the liquidation committee shall prepare a liquidation report and submit the same to the shareholders’ general meeting or the people’s court for confirmation, then deliver the same to the Company’s registration authority to apply for cancellation of the Company’s registration and publicly announce the Company’s dissolution.	Article 199
After completion of liquidation of the Company, the liquidation committee shall prepare a liquidation report and submit the same to the shareholders’ general meeting or the people’s court for confirmation, then deliver the same to the Company’s registration authority to apply for cancellation of the Company’s registration and publicly announce the Company’s dissolution.
102.	Article 200
The members of the liquidation committee shall be faithful in the discharge of their duties and perform their liquidation obligations in accordance with the law.

Any member of the liquidation committee shall not take advantage of his/her powers to accept bribes or other illegal payments or embezzle the property of the Company.

Any member of the liquidation committee shall indemnify the Company or the creditors of the Company for the losses arising from his/her misconduct or gross negligence. | Article 200
The members of the liquidation committee perform the liquidation duties, and have the obligation of loyalty and diligence shall be faithful in the discharge of their duties and perform their liquidation obligations in accordance with the law.

Any member of the liquidation committee shall not take advantage of his/her powers to accept bribes or other illegal payments or embezzle the property of the Company.

Any member of the liquidation committee who neglects to perform liquidation duties and causes losses to the Company shall be liable for losses; any member of the liquidation committee shall indemnify the Company or the creditors of the Company for the losses arising from his/her misconduct or gross negligence. |

79 -

No.	Original version	Revised version
103.	Article 202
The Company shall amend these Articles under any of the following circumstances:

(i) the amendment in the Company Law or the relevant laws, administrative regulations, departmental rules and securities regulatory rules of the place where the Company’s shares are listed has caused contradiction between the matters stipulated in these Articles and the amended laws, administrative regulations, departmental rules and securities regulatory rules of the place where the Company’s shares are listed;

(ii) change in the condition of the Company which makes it inconsistent with the content sets out in these Articles; or

(iii) the shareholders’ general meeting decides to amend these Articles. | Article 202
The Company shall amend these Articles under any of the following circumstances:

(ii) change in the condition of the Company which makes it inconsistent with the content sets out in these Articles; or

(iii) the shareholders’ general meeting decides to amend these Articles. |
| 104. | Article 203
The amendments of these Articles adopted by the shareholders’ general meeting of shareholders shall be submitted to the competent authorities for approval if they need to be approved by the relevant competent authorities. If an amendment to these Articles involves a registered particular of the Company, registration of the change shall be carried out in accordance with the law. | Article 203
The amendments of these Articles adopted by the shareholders’ general meeting of shareholders shall be submitted to the competent authorities for approval if they need to be approved by the relevant competent authorities. If an amendment to these Articles involves a registered particular of the Company, registration of the change shall be carried out in accordance with the law. |
| 105. | Article 204
The Board shall amend these Articles in accordance with the resolutions of the shareholders’ general meeting and the comments of the competent authorities on any amendment hereto. | Article 204
The Board shall amend these Articles in accordance with the resolutions of the shareholders’ general meeting and the comments of the competent authorities on any amendment hereto. |

– 80 –

No.	Original version	Revised version
106.	Article 206

Definitions:

(i) Controlling shareholder means any Shareholder or other person or group of persons together entitled to exercise, or control the exercise of 30% (or such other percentage as may be prescribed by law from time to time as may be necessary to trigger a mandatory public offer or to establish legal or managerial control over an enterprise) or more of the voting power at shareholders’ general meetings of the Company or who is in a position to control the composition of a majority of the Board of Directors of the Company.

(ii) De facto controller means any person who is not a shareholder but actually possesses the power to direct the acts of the Company through investment, contract or other arrangement.

(iii) Affiliation means the relationship between any controlling shareholder, de facto controller, Director, Supervisor or senior management of the Company and any entity controlled by it or him/her directly or indirectly, or other relationship that may cause any transfer of the benefits of the Company, or otherwise falling within the meaning of the HK Listing Rules; provided, however, the entities controlled by the State shall not be deemed to be affiliated with each other solely because they are under common control by the State. | Article 206

Definitions:

(ii) De facto controller means any person who is not a shareholder but actually possesses the power to direct the acts of the Company through investment, contract or other arrangement.

81 -

No.	Original version	Revised version
107.	Article 211
The exhibits to these Articles include the rules of procedure for the shareholders’ general meeting, the rules of procedure for the Board of Directors and the rules of procedure for the Supervisory Committee.	Article 211
The exhibits to these Articles include the rules of procedure for the shareholders’ general meeting, the rules of procedure for the Board of Directors and the rules of procedure for the Supervisory Committee.
108.	Article 212
These Articles are formulated by the Board of Directors and submitted to the shareholders’ general meeting for approval, and shall take effect from the date when the H Shares issued by the Company are listed and traded on the SEHK.	Article 212
These Articles are formulated by the Board of Directors and submitted to the shareholders’ general meeting for approval, and shall take effect from the date when the H Shares issued by the Company are listed and traded on the SEHK.

Save for the above amendments, there are no substantive amendments to the Articles of Association. The non-substantial amendments include changing the Chinese translation of “general meeting” pursuant to the Company Law (the English translated version remains unchanged) as well as changing the Chinese translation of “general meeting” in headings and subheadings, adjustments to the page numbers, numbering, ordering and punctuation of the Articles of Association and other word modifications that do not affect the meaning of the articles. Since they do not involve substantial changes and the scope of the revision is relatively wide, they will not be listed item by item. Amendments to the Articles of Association are subject to the final approval of the market regulation department.

– 82 –

APPENDIX II

Comparison Table of Amendments to the Procedural Rules of the General Meetings

The Board proposes to make the following amendments to the Procedural Rules of the General Meetings (deleted texts are presented in strikethrough and additional texts are presented in underline):

No.	Original version	Revised version
1.	Article 1
In order to regulate the organization and conduct of Tianjin Construction Development Group Co., Ltd. (hereinafter referred to as the “Company”), and to ensure that the general meeting exercises its powers in accordance with the law, the Rules are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Trial Administrative Measures of Overseas Offering and Listing by Domestic Companies (hereinafter referred to as the “Trial Measures”), the Guidelines for the Articles of Association of Listed Companies and other laws, administrative regulations, departmental rules, normative documents, as well as the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”), and the Articles of Association of Tianjin Construction Development Group Co., Ltd. (hereinafter referred to as the “Articles of Association”).	Article 1
In order to regulate the organization and conduct of Tianjin Construction Development Group Co., Ltd. (hereinafter referred to as the “Company”), and to ensure that the general meeting exercises its powers in accordance with the law, the Rules are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Trial Administrative Measures of Overseas Offering and Listing by Domestic Companies (hereinafter referred to as the “Trial Measures”), the Guidelines for the Articles of Association of Listed Companies and other laws, administrative regulations, departmental rules, normative documents, as well as the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”), and the Articles of Association of Tianjin Construction Development Group Co., Ltd. (hereinafter referred to as the “Articles of Association”).
2.	Article 2
The Rules are binding on the Company, all shareholders, shareholders attending the general meeting and their proxies, directors of the Company, supervisors, senior management, and other relevant personnel present at the general meeting.	Article 2
The Rules are binding on the Company, all shareholders, shareholders attending the general meeting and their proxies, directors of the Company, supervisors, senior management, and other relevant personnel present at the general meeting.

83 -

No.	Original version	Revised version
3.	Article 3

The Company shall strictly convene the general meeting in accordance with the laws, administrative regulations, departmental rules, normative documents, the Hong Kong Listing Rules, the Articles of Association, and the relevant provisions of the Rules to ensure that shareholders can exercise their rights in accordance with the law.

The Board of the Company shall earnestly perform its duties and diligently organize the general meetings on time. All directors of the Company shall diligently perform their duties to ensure the normal convening of general meetings and the lawful exercise of their powers. | Article 3

The general meeting shall exercise its powers within the scope prescribed by laws, regulations and the Articles of Association. | Article 4

The general meeting shall exercise its powers within the scope prescribed by laws, regulations and the Articles of Association. |
| 5. | Article 5

General meetings can be annual general meetings or extraordinary general meetings. Annual general meetings shall be convened once a year within 6 months after the end of the previous financial year. Extraordinary general meetings are held irregularly. When there are circumstances under which an extraordinary general meeting shall be convened as stipulated in Article 100 of the Company Law, the Articles of Association and the Rules, an extraordinary general meeting shall be convened within two months. | Article 5

General meetings can be annual general meetings or extraordinary general meetings. Annual general meetings shall be convened once a year within 6 months after the end of the previous financial year. Extraordinary general meetings are held irregularly. When there are circumstances under which an extraordinary general meeting shall be convened as stipulated in Article 113100 of the Company Law, the Articles of Association and the Rules, an extraordinary general meeting shall be convened within two months. |
| 6. | Article 6

The general meetings shall be convened by the Board. The Board shall convene the general meeting on time within the period specified in Article 5 of the Rules. | Article 6

The general meetings shall be convened by the Board. The Board shall convene the general meeting on time within the period specified in Article 5 of the Rules. |

– 84 –

No.	Original version	Revised version
7.	Article 7

Under the conditions stipulated in this chapter, the Supervisory Board or shareholders who individually or jointly hold more than 10% of the Company’s shares for more than 90 consecutive days may convene the general meeting on their own.

Independent non-executive directors have the right to propose to the Board to convene an extraordinary general meeting. Regarding the proposal of the independent non-executive directors to convene an extraordinary general meeting, the Board shall, pursuant to laws, administrative regulations and the Articles of Association, give a written reply on whether or not to convene the extraordinary general meeting within 10 days after receipt of the proposal.

If the Board agrees to convene an extraordinary general meeting, a notice for convening a general meeting shall be issued within five days after the resolution of the Board is passed. If the Board does not agree to convene an extraordinary general meeting, it shall provide reasons and make an announcement. | Article 7

If the Board agrees to convene an extraordinary general meeting, a notice for convening an extraordinary general meeting shall be issued within five days after the resolution of the Board is passed. If the Board does not agree to convene an extraordinary general meeting, it shall provide reasons and make an announcement. |
| 8. | Article 8

The Supervisory Board shall have the right to propose to the Board to convene an extraordinary general meeting and shall submit the proposal in writing to the Board. The Board shall, in accordance with laws, administrative regulations and the Articles of Association, provide a written feedback on whether to agree or not to convene such extraordinary general meeting within ten (10) days upon receipt of such proposal. | Article 8

85 -

No.	Original version	Revised version
	If the Board agrees to convene an extraordinary general meeting, a notice for convening a general meeting shall be issued within five days after the resolution of the Board is passed. Any change made to the original proposal in the notice shall be approved by the Supervisory Board.

If the Board does not agree to convene an extraordinary general meeting or fails to give a reply within 10 days after receipt of the proposal, it shall be deemed as unable to perform or failing to perform the duty of convening an extraordinary general meeting, and the Supervisory Board may convene and preside over the meeting by itself. | If the Board agrees to convene an extraordinary general meeting, a notice for convening an extraordinary general meeting shall be issued within five days after the resolution of the Board is passed. Any change made to the original proposal in the notice shall be approved by the Supervisory Board.

Shareholders who individually or collectively hold more than 10% of the Company’s shares have the right to request the Board to convene an extraordinary shareholders’ meeting, and shall submit the request to the Board in writing. The written request shall specify the topics of the meeting and put forward complete proposals. Shareholders shall sign the relevant documents in person and shall not authorize others (including other shareholders) to sign the relevant documents. The Board shall, in accordance with the provisions of the laws, administrative regulations and the Articles of Association, provide written feedback on approval or disapproval within 10 days from the receipt of the request to convene an extraordinary general meeting.

The Board, upon agreeing to convene an extraordinary general meeting, shall issue a notice of the general meeting within five (5) days after the resolution of the Board is made. Any changes to the original request in the notice must obtain the consent of the relevant shareholders. | Article 9

– 86 –

No.	Original version	Revised version
	If the Board does not agree to convene an extraordinary general meeting, or fails to respond within 10 days after receiving the request, shareholders who individually or collectively hold more than 10% of the Company’s shares have the right to propose to the Supervisory Board to convene an extraordinary general meeting, and shall submit the request to the Supervisory Board in writing.

If the Supervisory Board agrees to convene an extraordinary general meeting, a notice for convening a general meeting shall be issued within five (5) days of receiving the request. Any changes to the original request in the notice must obtain the consent of the relevant shareholders.

If the Supervisory Board fails to issue the notice of the general meeting within the specified period, it shall be deemed as not convening and presiding over the general meeting. Shareholders who individually or collectively hold more than 10% of the Company’s shares for more than 90 consecutive days may convene and preside over the meeting on their own.

Prior to the announcement of the resolution of the general meeting, the shareholding proportion of the convening shareholders shall not be less than 10%. | If the Board does not agree to convene an extraordinary general meeting, or fails to respond within 10 days after receiving the request, shareholders who individually or collectively hold more than 10% of the Company’s shares have the right to propose to the Supervisory Board to convene an extraordinary general meeting, and shall submit the request to the Supervisory Board in writing.

Prior to the announcement of the resolution of the general meeting, the shareholding proportion of the convening shareholders shall not be less than 10%. |

87 -

No.	Original version	Revised version
10.	Article 10
If the Supervisory Board or shareholders convene and hold a general meeting on their own in accordance with the provisions of this chapter, they shall notify the Board in writing and file with the relevant securities regulatory authorities and the corresponding stock exchange where the Company is located in accordance with applicable regulations; the Board and the secretary to the Board shall cooperate with the meeting, and the Board shall provide the register of shareholders as of the equity registration date; reasonable expenses incurred by the meeting shall be borne by the Company.	Article 10
If the Supervisory Board or shareholders convene and hold a general meeting on their own in accordance with the provisions of this chapter, they shall notify the Board in writing and file with the relevant securities regulatory authorities and the corresponding stock exchange where the Company is located in accordance with applicable regulations; the Board and the secretary to the Board shall cooperate with the meeting, and the Board shall provide the register of shareholders as of the equity registration date; reasonable expenses incurred by the meeting shall be borne by the Company.
11.	Article 11
The content of the proposals for the general meeting shall fall within the scope of the authority of the general meeting, have definite topics and specific matters for resolution, and comply with the relevant provisions of laws, administrative regulations, securities regulatory rules of the place where the Company’s shares are listed, and the Articles of Association.	Article 11
The content of the proposals for the general meeting shall fall within the scope of the authority of the general meeting, have definite topics and specific matters for resolution, and comply with the relevant provisions of laws, administrative regulations, securities regulatory rules of the place where the Company’s shares are listed, and the Articles of Association.
12.	Article 12
When a general meeting is convened by the Company, the Board of Directors, the Supervisory Committee and shareholder(s) who individually or collectively hold(s) 3% or more of the Shares shall be entitled to make proposals to the Company.	Article 12
When a general meeting is convened by the Company, the Board of Directors, the Supervisory Committee and shareholder(s) who individually or collectively hold(s) 31% or more of the Shares shall be entitled to make proposals to the Company.

88 -

No.	Original version	Revised version
	The shareholder(s), who individually or collectively hold(s) 3% or more of the Shares, may submit ad hoc proposals in writing to the Shareholder(s), who individually or collectively hold(s) 31% or more of the Shares, may submit ad hoc proposals in writing to the Board-convener 10 days before the convening of the general meeting. The ad hoc proposals shall have definite topics and specific matters for resolution. The Board-convener shall issue a supplemental notice of the general meeting within two days upon receipt of the proposals to announce the contents of the ad hoc proposals. For the issuance of the supplemental notice of the general meeting, if there are special provisions under the securities regulatory rules of the place where the Company’s shares are listed, such provisions shall prevail, provided that the Company Law, the Securities Law, the Trial Administrative Measures, the Guidelines on the Bylaws of Listed Companies and other applicable provisions are not violated. If the general meeting shall be postponed due to the issuance of a supplemental notice of the general meeting in accordance with the securities regulatory rules of the place where the Company’s shares are listed, the convening of the general meeting shall be postponed pursuant to the provisions of the securities regulatory rules of the place where the Company’s shares are listed.

Except for circumstances provided in the above paragraph, the convener, after issuing the announcement regarding the notice of the general meeting, shall neither modify the proposals stated in the notice of the general meetings nor add new proposals. | The shareholder(s), who individually or collectively hold(s) 31% or more of the Shares, may submit ad hoc proposals in writing to the Board-convener 10 days before the convening of the general meeting. The ad hoc proposals shall have definite topics and specific matters for resolution. The Board-convener shall issue a supplemental notice of the general meeting within two days upon receipt of the proposals to announce the contents of the ad hoc proposals, notify other shareholders, and submit the ad hoc proposal to the general meeting for consideration, except for where the ad hoc proposal violates the provisions of laws, administrative regulations or the Articles of Association, or does not fall within the scope of authority of the general meeting. The Company shall not increase the shareholding ratio for shareholders proposing the ad hoc proposals. For the issuance of the supplemental notice of the general meeting, if there are special provisions under the securities regulatory rules of the place where the Company’s shares are listed, such provisions shall prevail, provided that the Company Law, the Securities Law, the Trial Administrative Measures, the Guidelines on the Bylaws of Listed Companies and other applicable provisions are not violated. If the general meeting shall be postponed due to the issuance of a supplemental notice of the general meeting in accordance with the securities regulatory rules of the place where the Company’s shares are listed, the convening of the general meeting shall be postponed pursuant to the provisions of the securities regulatory rules of the place where the Company’s shares are listed.

– 89 –

No.	Original version	Revised version
	The general meeting shall not vote for or pass a resolution on any proposal not stated in the notice of the general meeting or not complying with the provisions of Article 11 of the Rules.	The general meeting shall not vote for or pass a resolution on any proposal not stated in the notice of the general meeting or not complying with the provisions of Article 11 of the Rules.
13.	Article 13

If the election of any Director(s) or Supervisor(s) will be discussed at a general meeting, the notice of the general meeting shall specify the particulars of each Director or Supervisor candidate in accordance with laws, administrative regulations, departmental rules, normative documents, securities regulatory rules of the place where the Company’s shares are listed, and the requirements of the Articles of Association, which shall at least include:

(i) education background, work experience, concurrent posts and other personal information;

(ii) whether such candidate is affiliated with the controlling shareholder and de facto controllers of the Company;

(iii) whether such candidate holds shares in the Company;

(iv) whether such candidate has been subject to any penalty imposed by the CSRC or other relevant authorities or any punishment imposed by any stock exchange.

Where the Director and Supervisor will be elected through cumulative voting, each Director or Supervisor candidate shall be nominated by a separate proposal. | Article 13

(i) education background, work experience, concurrent posts and other personal information;

(ii) whether such candidate is affiliated with the controlling shareholder and de facto controllers of the Company;

(iii) whether such candidate holds shares in the Company;

(iv) whether such candidate has been subject to any penalty imposed by the CSRC or other relevant authorities or any punishment imposed by any stock exchange.

Where the Director and Supervisor will be elected through cumulative voting, each Director or Supervisor candidate shall be nominated by a separate proposal. |

– 90 –

No.	Original version	Revised version
14.	Article 14

The Company shall convene the annual general meeting and issue a written notice of the meeting to all shareholders 21 days before the meeting, informing them of the matters to be considered at the meeting, as well as the date and location of the meeting; an extraordinary general meeting of shareholders shall be notified to all shareholders 15 days before the meeting by means of a written notice.

To calculate the period for issuing the notice, the date of the meeting shall be excluded. | Article 14

To calculate the period for issuing the notice, the date of the meeting shall be excluded. |
| 15. | Article 15

The notice of the general meeting shall meet the following requirements:

(i) be in writing;

(ii) specify the venue, date, and time of the meeting;

(iii) explain the matters to be discussed at the meeting;

(iv) provide such information and explanation that are necessary for the shareholders to make an informed decision on the matters to be discussed; this principle includes (but is not limited to) when the Company proposes a merger, repurchase of shares, share capital reorganization or other restructuring, the specific terms and contract (if any) of the proposed transaction must be provided, and a detailed explanation of its cause and effect must be given; | Article 15

The notice of the general meeting shall meet the following requirements:

(i) be in writing;

(ii) specify the venue, date, and time of the meeting;

(iii) explain the matters to be discussed at the meeting;

– 91 –

No.	Original version	Revised version
(v)	if any director, supervisor, manager and other senior management members have material interests in the matters to be discussed, the nature and extent of such material interests shall be disclosed; if the effect of the proposed matters on such director, supervisor, manager and other senior management members in their capacity as shareholders is different from that of other shareholders of the same class, the differences shall also be specified;	(v) if any director, supervisor, manager and other senior management members have material interests in the matters to be discussed, the nature and extent of such material interests shall be disclosed; if the effect of the proposed matters on such director, supervisor, manager and other senior management members in their capacity as shareholders is different from that of other shareholders of the same class, the differences shall also be specified;
(vi)	contain the full text of any special resolution to be proposed for approval at the meeting;	(vi) contain the resolution full text of any special resolution to be proposed for approval at the meeting;
(vii)	explicitly that each shareholder has the right to attend and vote at the general meeting in person or by proxy in writing, and the proxy does not need to be a shareholder of the Company;	(vii) explicitly that each shareholder has the right to attend and vote at the general meeting in person or by proxy in writing, and the proxy does not need to be a shareholder of the Company;
(viii)	specify the time and venue for lodging proxy forms for the relevant meeting;	(viii) specify the time and venue for lodging proxy forms for the relevant meeting;
(ix)	date of record for determining the shareholders’ entitlement to attend the general meeting;	(ix) date of record for determining the shareholders’ entitlement to attend the general meeting;
(x)	name and telephone number of the regular contact person for the meeting;	(x) name and telephone number of the regular contact person for the meeting;
(xi)	other requirements as stipulated under the laws, administrative regulations, departmental rules, normative documents, the securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association.	(xi) other requirements as stipulated under the laws, administrative regulations, departmental rules, normative documents, the securities regulatory rules of the place where the Company’s shares are listed and the Articles of Association.

– 92 –

No.	Original version	Revised version
	The interval between the date of record and the date of meeting shall comply with the regulations of the relevant securities regulatory authorities in the place where the Company’s shares are listed.

Each notice or supplemental notice of the general meeting shall sufficiently and completely disclose the specific contents of all proposals, as well as all the information or explanations necessary for shareholders to make a reasonable judgment on the matters to be discussed. If the matters to be discussed at the general meeting require the opinions of the independent non-executive directors, the opinions and the reasons of such independent non-executive directors shall be also disclosed simultaneously in such notice or supplemental notice of the general meeting. | The interval between the date of record and the date of meeting shall comply with the regulations of the relevant securities regulatory authorities in the place where the Company’s shares are listed.

Unless otherwise provided in the Rules or the Articles of Association, subject to compliance with the relevant provisions of laws and regulations and the requirements of the securities regulatory rules of the place where the Shares are listed and the relevant procedures, the Company may issue notice of general meeting by means of publication on the Company’s website and/or the website designated by the SEHK or in such other manners as permitted under the HK Listing Rules and the Articles of Association. | Article 16

The notice of general meeting to holders of H Shares may be given via the websites designated by The Stock Exchange of Hong Kong Limited and the website(s) of the Company. Upon the publication of such announcement, all holders of H shares shall be deemed to have received the notice of the relevant general meetings. | Article 17

– 93 –

No.	Original version	Revised version
18.	Article 18
After the notice of a general meeting has been issued, the meeting shall not be adjourned or cancelled without justifiable reason, and no proposal set forth in the notice of meeting shall be cancelled. If the meeting needs to be adjourned or cancelled, the convener shall publish an announcement at least two (2) working days prior to the originally scheduled date of meeting, and explain the reason. If there are special provisions on the procedures for postponing or canceling the general meeting under the securities regulatory rules of the place where the Company’s shares are listed, such provisions shall prevail, provided that the Company Law, the Securities Law, the Trial Administrative Measures, the Guidelines on the Bylaws of Listed Companies and other applicable provisions are not violated.	Article 18
Article 17
After the notice of a general meeting has been issued, the meeting shall not be adjourned or cancelled without justifiable reason, and no proposal set forth in the notice of meeting shall be cancelled. If the meeting needs to be adjourned or cancelled, the convener shall publish an announcement at least two (2) working days prior to the originally scheduled date of meeting, and explain the reason. If there are special provisions on the procedures for postponing or canceling the general meeting under the securities regulatory rules of the place where the Company’s shares are listed, such provisions shall prevail, provided that the Company Law, the Securities Law, the Trial Administrative Measures, the Guidelines on the Bylaws of Listed Companies and other applicable provisions are not violated.
19.	Article 19
A general meeting shall be held at the domicile of the Company or such other place as designated in the notice of the general meeting.

A general meeting shall be held at the designated venue in the form of on-site meeting. On the premise of ensuring the legality and effectiveness of the general meeting, the Company may also provide convenience for the shareholders to attend the meeting through network, video, telephone or other means, subject to the relevant laws, administrative regulations, departmental rules, and the securities regulatory rules of the place where the Company’s shares are listed, and any shareholder’s participation in such a meeting shall constitute presence in person through the above means. | Article 19
Article 18
A general meeting shall be held at the domicile of the Company or such other place as designated in the notice of the general meeting.

– 94 –

No.	Original version	Revised version
	Shareholders may attend the general meeting in person and exercise their voting rights, or they may entrust others to attend and exercise voting rights within the scope of authorization on their behalf.	Shareholders may attend the general meeting in person and exercise their voting rights, or they may entrust others to attend and vote exercise voting rights within the scope of authorization on their behalf. If a shareholder entrusts a proxy to attend the general meeting, the matters, authority, and duration of the proxy’s representation must be clearly specified. The proxy shall submit the power of attorney to the Company and exercise voting rights within the scope of authorization.
20.	Article 20
The Board and other conveners of the Company shall take necessary measures to guarantee the normal order of each the general meeting and prevent any person from interfering with or inciting public disorder at any the general meeting or otherwise infringing on the legitimate rights and interests of the shareholders, and promptly refer any such act to the competent authorities for investigation and punishment.	Article 20 Article 19
The Board and other conveners of the Company shall take necessary measures to guarantee the normal order of each general meeting and prevent any person from interfering with or inciting public disorder at any the general meeting or otherwise infringing on the legitimate rights and interests of the shareholders, and promptly refer any such act to the competent authorities for investigation and punishment.
21.	Article 21
All ordinary shareholders registered on the date of record (including shareholders whose voting rights have been restored in respect of preference shares) or their proxies shall be entitled to attend the general meetings and shall speak and exercise their voting rights in accordance with the relevant laws, administrative regulations, departmental rules, normative documents, the Hong Kong Listing Rules, and the Articles of Association.	Article 21 Article 20
All ordinary shareholders registered on the date of record (including shareholders whose voting rights have been restored in respect of preference shares) or their proxies shall be entitled to attend the general meetings and shall speak and exercise their voting rights in accordance with the relevant laws, administrative regulations, departmental rules, normative documents, the Hong Kong Listing Rules, and the Articles of Association.
22.	Article 23
Any individual shareholders who attend the meeting in person should present their identity card or other valid documents or proofs that can indicate their identity and their stock account card. Any shareholders who attend the meeting by proxy should present their valid identity card and power of attorney.	Article 23 Article 22
Any individual shareholders who attend the meeting in person should present their identity card or other valid documents or proofs that can indicate their identity and their stock account card. Any shareholders who attend the meeting by proxy should present their valid identity card and power of attorney.

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No.	Original version	Revised version
	The corporate shareholders shall attend the meeting by the legal representative or the proxy appointed by the legal representative. The legal representative who attends the meeting shall present his/her identity card and valid proof of his/her qualification as a legal representative. The proxy who attends the meeting shall present his/her identity card and a written power of attorney issued by the legal representative of the legal person shareholder under the law (except where the shareholder is a recognized clearing house or its proxy as defined in the relevant ordinance in force from time to time under the laws of Hong Kong).

If the shareholder is a recognized clearing house (or its proxy) as defined in the relevant ordinance in force from time to time under the laws of Hong Kong, it may authorize more than one person as it deems fit to act as its representative at any general meeting or meeting of any class of shareholders; provided that if more than one person is so authorized, the power of attorney shall specify the number and class of shares in respect of which such person is so authorized. Each of such power of attorney shall be signed by an authorized officer of that clearing house. A person so authorized shall be entitled to attend the meeting (without needing to present any share certificate, notarized authorization and/or any further evidence to prove that he/she has been duly authorized) and exercise the same powers on behalf of that clearing house (or its proxy) as if it were an individual shareholder of the Company. | The corporate shareholders shall attend the meeting by the legal representative or the proxy appointed by the legal representative. The legal representative who attends the meeting shall present his/her identity card and valid proof of his/her qualification as a legal representative. The proxy who attends the meeting shall present his/her identity card and a written power of attorney issued by the legal representative of the legal person shareholder under the law (except where the shareholder is a recognized clearing house or its proxy as defined in the relevant ordinance in force from time to time under the laws of Hong Kong).

– 96 –

No.	Original version	Revised version
23.	Article 24
Any shareholder entitled to attend and vote at a general meeting may by power of attorney appoint one or more persons (who does not need to be a shareholder) as his/her proxy, to attend and vote at such meeting. The power of attorney shall specify whether or not his/her proxy may vote at his/her discretion in the absence of instructions from the shareholders.

Save as provided above, the aforesaid power of attorney shall also contain the following:

If more than one proxy is appointed, the power of attorney shall specify the number of shares represented by each proxy. | Article 24 Article 23
Any shareholder entitled to attend and vote at a general meeting may by power of attorney appoint one or more persons (who does not need to be a shareholder) as his/her proxy, to attend and vote at such meeting. The power of attorney shall specify whether or not his/her proxy may vote at his/her discretion in the absence of instructions from the shareholders.

Save as provided above, the aforesaid power of attorney shall also contain the following:

If more than one proxy is appointed, the power of attorney shall specify the number of shares represented by each proxy. |

– 97 –

No.	Original version	Revised version
24.	Article 25

The proxy form shall be deposited at the domicile of the Company or such other place as the notice of the general meeting may specify not less than 24 hours prior to convening of the general meeting at which the relevant matters will be voted on, or 24 hours before the designated voting time.

Where the proxy form is signed by a person authorized by the appointer, the written power of attorney or other authorization documents authorizing such person to sign the same shall be notarized. The notarized power of attorney or other authorization documents and the proxy form shall be kept at the Company’s address or at such other place as specified in the notice convening the meeting.

Where the appointer is a legal person, its legal representative or the person authorized by the resolution of its Board of Directors or other governing bodies may attend the general meeting of the Company as a representative of such appointer. | Article 25 Article 24

All Directors, Supervisors and the Secretary of the Board of Directors shall attend, and the manager and other senior management shall appear as observers at each general meeting. At the general meeting, except for matters involving the trade secrets of the Company that cannot be disclosed, the directors, supervisors, managers and other senior management attending or present at the meeting shall provide explanations and clarifications to the inquiries and suggestions of shareholders. | Article 26 Article 25

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No.	Original version	Revised version
26.	Article 27

The general meeting shall be convened by the Board, with the chairman of the board acting as the presiding officer and chairing the meeting; or if the Chairman is unable or fails to perform his/her duties, it should be presided by one Director chosen by more than half the Directors.

A general meeting convened by the Supervisory Committee shall be presided over by the chairman of the Supervisory Committee, or if the chairman of the Supervisory Committee is unable or fails to perform his/her duties, by one Supervisor chosen by more than half the Supervisors.

A general meeting convened by any shareholder(s) shall be presided over by a representative appointed by the convener.

When convening a general meeting, if the chairperson of a general meeting violates the rules of procedure as a result of which the meeting is unable to proceed, with the consent of a majority of the shareholders with voting rights present at the meeting, the general meeting may appoint one person as the chairperson to continue the meeting. | Article 27 Article 26

A general meeting convened by any shareholder(s) shall be presided over by a representative appointed by the convener.

At an annual general meeting, the Board of Directors and the Supervisory Board shall report their respective work in the preceding year to the general meeting, and each independent non-executive director shall deliver a work report. | Article 28 Article 27

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No.	Original version	Revised version
28.	Article 30

The convener of a general meeting shall ensure the meeting proceeds continuously, until the final resolutions have been adopted, and if the meeting is discontinued or fails to adopt any resolution due to any force majeure or other special reasons, necessary measures shall be taken to resume the meeting as soon as practicable or directly terminate the meeting, and announcements and reports shall be made in a timely manner in accordance with the laws, administrative regulations, departmental rules, normative documents and the securities regulatory rules of the place where the Company’s shares are listed. | Article 30 Article 29

Resolutions of the general meeting include ordinary resolutions and special resolutions.

Ordinary resolutions at a general meeting shall be adopted by more than one half of the voting rights held by shareholders (including their proxies) attending the general meeting.

Special resolutions at a general meeting shall be adopted by more than two-thirds (2/3) of the voting rights held by shareholders (including their proxies) attending the general meeting. | Article 31 Article 30

Resolutions of the general meeting include ordinary resolutions and special resolutions.

Ordinary resolutions at a general meeting shall be adopted by more than one half of the voting rights held by shareholders (including their proxies) attending the general meeting.

The following matters shall be resolved by way of ordinary resolutions at a general meeting:

(i) work reports of the Board of Directors and the Supervisory Committee;

(ii) profit distribution plan and loss recovery plan formulated by the Board of Directors; | Article 32 Article 31

The following matters shall be resolved by way of ordinary resolutions at a general meeting:

(i) work reports of the Board of Directors and the Supervisory Committee;

(ii) profit distribution plan and loss recovery plan formulated by the Board of Directors; |

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No.	Original version	Revised version
	(iii) appointment and dismissal of the members of the Board of Directors and members of the Supervisory Committee who are not employee representatives, and decision on remuneration and payment methods thereof;	(iii) appointment and dismissal of the members of the Board of Directors and members of the Supervisory Committee who are not employee representatives, and decision on remuneration and payment methods thereof;
	(iv) annual financial budget and final accounts of the Company;	(iv) issue of corporate bonds-annual financial budget-and-final accounts-of-the Company;
	(v) annual report of the Company;	(v) annual report of the Company;
	(vi) matters other than those requiring approval by special resolutions in accordance with laws, administrative regulations, departmental rules, normative documents, securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association.	(vi) matters other than those requiring approval by special resolutions in accordance with laws, administrative regulations, departmental rules, normative documents, securities regulatory rules of the place where the Company’s shares are listed or the Articles of Association.
31.	Article 33
The following matters shall be resolved by way of special resolutions at a general meeting:
(i) the increase or reduction of the Company’s registered capital;
(ii) division, spin-off, merger, dissolution and liquidation of the Company;
(iii) the Company’s purchase or disposal of major assets or guarantee exceeding thirty percent (30%) of the latest audited total assets of the Company within one year;
(iv) share incentive schemes;
(v) amendments to the Articles of Association;	Article 33Article 32
The following matters shall be resolved by way of special resolutions at a general meeting:
(i) the increase or reduction of the Company’s registered capital;
(ii) division, spin-off, merger, dissolution and liquidation of the Company;
(iii) the Company’s purchase or disposal of major assets or guarantee exceeding thirty percent (30%) of the latest audited total assets of the Company within one year;
(iv) share incentive schemes;
(v) amendments to the Articles of Association;

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No.	Original version	Revised version
	(vi) other matters stipulated by laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed, the Articles of Association or the Rules and the rules of procedure of the general meeting, and the general meeting of shareholders adopting ordinary resolutions that are considered to have a significant impact on the Company, requiring approval by special resolutions.	(vi) other matters stipulated by laws, administrative regulations, the securities regulatory rules of the place where the Company’s shares are listed, the Articles of Association or the Rules and the rules of procedure of the general meeting, and the general meeting of shareholders adopting ordinary resolutions that are considered to have a significant impact on the Company, requiring approval by special resolutions.
32.	Article 34
Every shareholder present in person or by proxy shall be entitled to one vote for each voting share held by him/her. However, the shares held by the Company shall not have voting rights, and such shares are not counted in the total number of voting shares held by the shareholders present at any general meeting in person or by proxy.

Subject to compliance with applicable laws, administrative regulations, departmental rules, normative documents or the requirements of the securities regulatory rules of the place where the Company’s shares are listed, the Board, independent non-executive directors and shareholders who fulfil the relevant prescribed criteria may publicly solicit proxies from shareholders, provided that they shall fully disclose their intention towards the relevant voting, and shall not solicit proxies with compensation directly or in a disguised manner. The Company shall not impose any restriction on the solicitation of proxies, except for statutory conditions. | Article 34 Article 33
Every shareholder present in person or by proxy shall be entitled to one vote for each voting share held by him/her. However, the shares held by the Company shall not have voting rights, and such shares are not counted in the total number of voting shares held by the shareholders present at any general meeting in person or by proxy.

– 102 –

No.	Original version	Revised version
33.	Article 36

A shareholder interested in any related-party transaction deliberated at a general meeting shall abstain from voting on such matter, the voting shares held by such shareholder shall not be counted in the valid total voting shares, and the announcement regarding the resolutions of the general meeting shall fully disclose the votes by the non-interested shareholders.

Before any related-party transaction is deliberated at a general meeting, the Company shall determine the scope of interested shareholders in accordance with relevant laws, regulations and normative documents. An interested shareholder who should abstain from voting may participate in the discussion about such transaction, and provide explanations about the reason for entry into such transaction, particulars of such transaction, and fairness and legality of such transaction at the general meeting, but shall abstain from voting when the poll is taken.

When the general meeting proceeds to deliberate such related-party transaction, the interested shareholder shall take the initiative to declare the nature of his/her interest and abstain from voting; if the interested shareholder fails to do so, other shareholders attending the meeting are entitled to request him/her to declare the same and abstain from voting. After the interested shareholder abstain from voting, other shareholders shall vote according to their voting rights and pass the corresponding resolutions in accordance with the provisions of the Articles of Association. | Article 36
Article 35

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No.	Original version	Revised version
	If the interested shareholder is unable to abstain from voting due to any special circumstances, the vote may be held according to the normal procedures, provided that a detailed explanation shall be included in the resolutions of the shareholders’ general meeting.

After the end of the general meeting, if any shareholder discovers that any interested shareholder participated in the vote on any related-party transaction, or has an objection over the application of the abstention principle, such shareholder shall have the right to bring an action in respect of the relevant resolutions at the people’s court in accordance with the provisions of these Articles.

Where the applicable laws, administrative regulations, departmental rules, normative documents and the securities regulatory rules of the place where the Company’s shares are listed contain any other provisions, such provisions shall prevail. |
| 34. | Article 37
Votes at a general meeting shall be cast in a registered manner. | Article 37 Article 36
Votes at a general meeting shall be cast in a registered manner. |
| 35. | Article 38
Except for the cumulative voting system, votes on proposals shall be taken one by one at a general meeting, and if there are different proposals regarding the same matter, vote on such proposals shall be taken in order of time of submission thereof. Unless the general meeting is discontinued or fails to adopt any resolution due to any force majeure or other special reasons, the general meeting shall not put on hold or refrain from voting on any proposal. | Article 38 Article 37
Except for the cumulative voting system, votes on proposals shall be taken one by one at a general meeting, and if there are different proposals regarding the same matter, vote on such proposals shall be taken in order of time of submission thereof. Unless the general meeting is discontinued or fails to adopt any resolution due to any force majeure or other special reasons, the general meeting shall not put on hold or refrain from voting on any proposal. |

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No.	Original version	Revised version
36.	Article 39
No proposal deliberated at a general meeting shall be amended; otherwise, the relevant amendment shall be deemed a new proposal, which shall not be voted on at the same meeting.	Article 39 Article 38
No proposal deliberated at a general meeting shall be amended; otherwise, the relevant amendment shall be deemed a new proposal, which shall not be voted on at the same meeting.
37.	Article 41
Before voting on any proposal, a general meeting shall choose two shareholders’ representatives to participate in the votes counting or scrutinizing, provided that no such shareholders’ representative shall be a shareholder who is interested in the subject matter of such proposal or his/her proxy.

The counsels (if applicable), shareholders’ representatives and supervisors’ representatives shall jointly count and scrutinize the votes cast on such proposal. | Article 41 Article 40
Before voting on any proposal, a general meeting shall choose two shareholders’ representatives to participate in the votes counting or scrutinizing, provided that no such shareholders’ representative shall be a shareholder who is interested in the subject matter of such proposal or his/her proxy.

The counsels (if applicable), shareholders’ representatives and supervisors’ representatives shall jointly count and scrutinize the votes cast on such proposal. |
| 38. | Article 42
A shareholder attending any general meeting shall vote for or against or abstain from voting on each proposal submitted to the meeting for voting, except the Securities Depository and Clearing Institution, as a nominee holder under the Mainland-Hong Kong Stock Connect Scheme, may make declarations according to the intentions of the actual holders.

In the event of any vote that is uncompleted, erroneously completed or illegible, or fails to be cast, the shareholder casting or failing to cast the same shall be deemed to have waived his/her voting right, and the voting results of the shares held by him/her shall counted as “abstaining from voting”. | Article 42 Article 41
A shareholder attending any general meeting shall vote for or against or abstain from voting on each proposal submitted to the meeting for voting, except the Securities Depository and Clearing Institution, as a nominee holder under the Mainland-Hong Kong Stock Connect Scheme, may make declarations according to the intentions of the actual holders.

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No.	Original version	Revised version
39.	Article 45

The Secretary of the Board of Directors shall be responsible for preparing minutes of each general meeting, which shall contain, among others:

(i) time, place and agenda and name of convener of the meeting;

(ii) names of the chairperson, Directors, Supervisors, Secretary of the Board, the manager and other senior management that are attendees or observers at the meeting;

(iii) number of the shareholders attending the meeting in person or by proxy and the total number of voting shares held by them, and proportion of total shares of the Company represented by such shares;

(iv) course of deliberation of, key points of the opinions expressed and result of voting on each proposal;

(v) inquiries and suggestions made by the shareholders and replies or explanations in connection therewith;

(vi) names of the counsels (if applicable), teller(s) and scrutineer(s);

(vii) other information required by the Articles of Association to be contained in the minutes. | Article 45 Article 44

The Secretary of the Board of Directors shall be responsible for preparing minutes of each general meeting, which shall contain, among others:

(i) time, place and agenda and name of convener of the meeting;

(ii) names of the chairperson, Directors, Supervisors, Secretary of the Board, the manager and other senior management that are attendees or observers at the meeting;

(iv) course of deliberation of, key points of the opinions expressed and result of voting on each proposal;

(v) inquiries and suggestions made by the shareholders and replies or explanations in connection therewith;

(vi) names of the counsels (if applicable), teller(s) and scrutineer(s);

(vii) other information required by the Articles of Association to be contained in the minutes. |
| 40. | Article 47

The Company shall keep the minutes of general meetings at its place of business in Hong Kong for free inspection by shareholders, and for copying by shareholders at reasonable charges. | Article 47 Article 46

The Company shall keep the minutes of general meetings at its place of business in Hong Kong for free inspection by shareholders, and for copying by shareholders at reasonable charges. |

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No.	Original version	Revised version
41.	Article 48

The resolutions of a general meeting shall be announced in a timely manner pursuant to the relevant laws, administrative regulations and the securities regulatory rules of the place where the Company’s shares are listed, and the announcement shall set forth the total number of shares entitled to attend and vote at the meeting, the total number of shares entitled to attend at the meeting but required to abstain from voting in favor pursuant to the Rule 13.40 of the HK Listing Rules, the total number of shares required to abstain from voting pursuant to the HK Listing Rules, the total number of shares voting in favor and the total number of shares voting against the resolution, among others. | Article 48 Article 47

If a general meeting adopts any resolution on the appointment of Directors and Supervisors, the term of office of the newly appointed Directors and Supervisors shall commence from the date of adoption of the relevant resolution at the general meeting. | Article 49 Article 48

Any resolution on the distribution of cash or stock dividends or capitalization of capital reserve adopted at a general meeting shall be implemented by the Company within two (2) months after the end of the meeting. | Article 50 Article 49

A shareholder shall have the right to petition the people’s court to invalidate any resolution of the general meeting that violates the relevant laws and administrative regulations. | Article 51 Article 50

A shareholder shall have the right to petition the people’s court to invalidate any resolution of the general meeting that violates the relevant laws and administrative regulations. |

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No.	Original version	Revised version
	If any general meeting has been convened or held any vote in violation of the procedural rules set forth in relevant laws and administrative regulations or the Articles of Association, or adopted any resolution in violation of the provisions of the Articles of Association, any shareholder may petition the people’s court to revoke the relevant resolution within sixty (60) days following the adoption thereof.	If any general meeting has been convened or held any vote in violation of the procedural rules set forth in relevant laws and administrative regulations or the Articles of Association, or adopted any resolution in violation of the provisions of the Articles of Association, any shareholder may petition the people’s court to revoke the relevant resolution within sixty (60) days following the adoption thereof.
45.	Article 55
The Rules shall be interpreted by the Board of Directors as authorized by the general meeting.	Article 55Article 54
The Rules shall be interpreted by the Board of Directors as authorized by the general meeting.
46.	Article 56
The Rules are formulated by the Board of Directors and submitted to the general meeting for approval, and shall take effect and be implemented from the date when the H Shares issued by the Company are listed and traded on the SEHK. The amendment to the Rules shall be drafted by the Board of Directors for submission to the general meeting for approval before coming into effect.	Article 56Article 55
The Rules are formulated by the Board of Directors and submitted to the general meeting for approval, and shall take effect and be implemented upon approval by the general meeting from the date when the H Shares issued by the Company are listed and traded on the SEHK. The amendment to the Rules shall be drafted by the Board of Directors for submission to the general meeting for approval before coming into effect.

Save for the above amendments, there are no substantive amendments to the Procedural Rules of the General Meetings. The non-substantial amendments include changing the Chinese translation of “general meeting” pursuant to the Company Law (the English translated version remains unchanged) as well as changing the Chinese translation of “general meeting” in headings and subheadings, adjustments to the page numbers, numbering, ordering and punctuation of the Procedural Rules of the General Meetings and other word modifications that do not affect the meaning of the articles. Since they do not involve substantial changes and the scope of the revision is relatively wide, they will not be listed item by item.

APPENDIX III

Comparison Table of Amendments to the Procedural Rules of the Board

The Board proposes to make the following amendments to the Procedural Rules of the Board (deleted texts are presented in strikethrough and additional texts are presented in underline):

No.	Original version	Revised version
1.	Article 2
The Board of Directors is accountable to the general meeting and exercises its powers in accordance with the provisions of laws, administrative regulations, departmental rules, regulatory documents, the Hong Kong Listing Rules, the Articles of Association, and the Rules.	Article 2
The Board of Directors is accountable to the general meeting and exercises its powers in accordance with the provisions of laws, administrative regulations, departmental rules, regulatory documents, the Hong Kong Listing Rules, the Articles of Association, and the Rules.
2.	Article 8
When the Board of Directors convenes an extraordinary meeting, the office of the Board shall notify all directors, supervisors, as well as managers, the board secretary, and other senior management personnel of the notice of the meeting and documents at least three days before the meeting via personal delivery, mail, facsimile, email, or other methods stipulated in the Articles of Association.

If not delivered directly, confirmation should also be made by phone and recorded accordingly.

In urgent situations where an extraordinary board meeting needs to be convened promptly, notice of the meeting may be given at any time by telephone or other verbal means, exempting the execution of the notice period as stipulated above. However, the convener should provide an explanation at the meeting and record it in the minutes.

A director who has attended the meeting and has not raised an objection regarding not receiving the notice of the meeting before or during attendance shall be deemed to have been served the notice of the meeting. | Article 8
When the Board of Directors convenes an extraordinary meeting, the office of the Board shall notify all directors, supervisors, as well as managers, the board secretary, and other senior management personnel of the notice of the meeting and documents at least three days before the meeting via personal delivery, mail, facsimile, WeChat, telephone, email, or other methods stipulated in the Articles of Association.

If not delivered directly, confirmation should also be made by phone and recorded accordingly.

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No.	Original version	Revised version
3.	Article 24
The Board of Directors shall carefully review and arrange matters for the general meeting to consider. If the resolutions made by the Board of Directors need to be submitted for consideration by the general meeting, the general meeting should be convened promptly after the conclusion of the board meeting.	Article 24
The Board of Directors shall carefully review and arrange matters for the general meeting to consider. If the resolutions made by the Board of Directors need to be submitted for consideration by the general meeting, the general meeting should be convened promptly after the conclusion of the board meeting.
4.	Article 28
Directors affiliated with companies involved in matters resolved at the board meeting shall not exercise voting rights on such resolutions, nor represent other directors in exercising voting rights. Such board meeting may be held with the presence of over half of all the unaffiliated directors. A resolution adopted at such board meeting shall be passed by over half of all the unaffiliated directors, but if the matters under consideration require approval by more than two-thirds of the board, they must be approved by more than two-thirds of the unaffiliated directors. If the number of independent directors attending the board meeting is less than three, the matter should be submitted to the general meeting for consideration.

Save as permitted under the Hong Kong Listing Rules and applicable laws and regulations, a director shall not vote on any resolution of the board of directors approving any contract, transaction or arrangement or any other proposal in which he or any of his close associates (as defined in the applicable Hong Kong Listing Rules in force from time to time) has a material interest, nor shall such director be counted for the purpose of determining whether or not a quorum is present at a meeting. | Article 28
Directors affiliated with companies involved in matters resolved at the board meeting shall not exercise voting rights on such resolutions, nor represent other directors in exercising voting rights. Such board meeting may be held with the presence of over half of all the unaffiliated directors. A resolution adopted at such board meeting shall be passed by over half of all the unaffiliated directors, but if the matters under consideration require approval by more than two-thirds of the board, they must be approved by more than two-thirds of the unaffiliated directors. If the number of independent directors attending the board meeting is less than three, the matter should be submitted to the general meeting for consideration.

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No.	Original version	Revised version
5.	Article 30
A director who fails to attend the board meeting in person or by proxy for two consecutive times shall be deemed unable to perform his duties, and the board of directors shall recommend to the general meeting for replacement. Subject to the securities regulatory rules of the place where the Company’s shares are listed, a director attending board meetings via internet, video, telephone, or other means with equivalent effect shall also be deemed to be present in person.	Article 30
A director who fails to attend the board meeting in person or by proxy for two consecutive times shall be deemed unable to perform his duties, and the board of directors shall recommend to the general meeting for replacement. Subject to the securities regulatory rules of the place where the Company’s shares are listed, a director attending board meetings via internet, video, telephone, or other means with equivalent effect shall also be deemed to be present in person.
6.	Article 40
The board of directors is authorized by the general meeting to interpret the Rules.	Article 40
The board of directors is authorized by the general meeting to interpret the Rules.
7.	Article 41
The Rules are formulated by the Board of Directors and approved by the general meeting, and shall take effect and be implemented from the date on which the H shares issued by the Company are listed for trading on The Stock Exchange of Hong Kong Limited. The amendments to the Rules shall be drafted by the Board of Directors and shall become effective upon approval by the general meeting.	Article 41
The Rules are formulated by the Board of Directors and approved by the general meeting, and shall take effect and be implemented upon approval by the general meeting from the date on which the H shares issued by the Company are listed for trading on The Stock Exchange of Hong Kong Limited. The amendments to the Rules shall be drafted by the Board of Directors and shall become effective upon approval by the general meeting.

Save for the above amendments, there are no substantive amendments to the Procedural Rules of the Board. The non-substantial amendments include changing the Chinese translation of “general meeting” pursuant to the Company Law (the English translated version remains unchanged) as well as adjustments to the page numbers, numbering, ordering and punctuation of the Procedural Rules of the Board and other word modifications that do not affect the meaning of the articles. Since they do not involve substantial changes and the scope of the revision is relatively wide, they will not be listed item by item.

APPENDIX IV

Comparison Table of Amendments to the Procedural Rules of the Supervisory Board

The Board proposes to make the following amendments to the Procedural Rules of the Supervisory Board (deleted texts are presented in strikethrough and additional texts are presented in underline):

No.	Original version	Revised version
1.	Article 2
The Supervisory Committee is the supervisory body of the Company and is responsible to the general meeting for exercising its supervisory power independently in accordance with the laws, administrative regulations, the rules governing the regulation of securities in places where the Company’s shares are listed, the Articles of Association and the terms of reference conferred by the general meeting to safeguard the lawful rights and interests of the Company and the shareholders.	Article 2
The Supervisory Committee is the supervisory body of the Company and is responsible to the general meeting for exercising its supervisory power independently in accordance with the laws, administrative regulations, the rules governing the regulation of securities in places where the Company’s shares are listed, the Articles of Association and the terms of reference conferred by the general meeting to safeguard the lawful rights and interests of the Company and the shareholders.
2.	Article 4
The Supervisory Board Meeting is divided into regular meeting and extraordinary meeting. The Supervisory Board Meeting shall be held at least once every six months.

The Supervisory Board shall be convened and presided over by the chairman of the Supervisory Board. If the chairman of the Supervisory Board is unable or fails to perform his/her duties, more than half of the supervisors shall jointly elect one supervisor to convene and preside over the Supervisory Board meeting.

In the event of any of the following circumstances, the Supervisory Board shall convene an extraordinary meeting within 10 days:

(i) When any supervisor proposes to convene; | Article 4
The Supervisory Board meeting is divided into regular meeting and extraordinary meeting. The Supervisory Board meeting shall be held at least once every six months.

In the event of any of the following circumstances, the Supervisory Board shall convene an extraordinary meeting within 10 days:

(i) When any supervisor proposes to convene; |

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No.	Original version	Revised version
	(ii) a resolution in contravention of laws, administrative regulations, departmental rules, regulatory documents, the Hong Kong Listing Rules and the regulations and requirements of the relevant regulatory authorities, the Articles of Association, resolutions of the general meeting of the Company and other relevant provisions is passed at a general meeting or at a board meeting;	(ii) a resolution in contravention of laws, administrative regulations, departmental rules, regulatory documents, the Hong Kong Listing Rules and the regulations and requirements of the relevant regulatory authorities, the Articles of Association, resolutions of the general meeting of the Company and other relevant provisions is passed at a general meeting or at a board meeting, when proposed by any supervisor, shareholder, director or senior management to the office of the Supervisory Board;
	(iii) Misconduct by directors and senior management may cause significant damage to the Company or have adverse effects in the market;	(iii) Misconduct by directors and senior management may cause significant damage to the Company or have adverse effects in the market, when raised by any supervisor, shareholder, director, or senior management to the office of the Supervisory Board;
	(iv) When the Company, directors, supervisors, and senior management are sued by shareholders;	(iv) When the Company, directors, supervisors, and senior management are sued by shareholders;
	(v) When the Company, directors, supervisors, and senior management are penalized by the securities regulatory authorities of the place where the Company’s shares are listed;	(v) When the Company, directors, supervisors, and senior management are sued by shareholders;
	(vi) The stock exchange where the Company’s shares are listed requires a convening;	(vi) The stock exchange where the Company’s shares are listed requires a convening;
	(vii) Other circumstances stipulated in the Articles of Association	(vii) Other circumstances stipulated in the Articles of Association
3.	Article 29
The Supervisory Board is authorized by the general meeting to interpret the Rules.	Article 29
The Supervisory Board is authorized by the general meeting to interpret the Rules.

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No.	Original version	Revised version
4.	Article 30

The Rules are formulated by the Supervisory Board and approved by the general meeting, and shall become effective and implemented from the date on which the H Shares issued by the Company are listed and traded on The Stock Exchange of Hong Kong Limited. The amendments to the Rules shall be drafted by the Supervisory Board and shall become effective upon approval by the general meeting. | Article 30

The Rules are formulated by the Supervisory Board and approved by the general meeting, and shall become effective and implemented upon approval by the general meeting from the date on which the H Shares issued by the Company are listed and traded on The Stock Exchange of Hong Kong Limited. The amendments to the Rules shall be drafted by the Supervisory Board and shall become effective upon approval by the general meeting. |

Save for the above amendments, there are no substantive amendments to the Procedural Rules of the Supervisory Board. The non-substantial amendments include changing the Chinese translation of “general meeting” pursuant to the Company Law (the English translated version remains unchanged) as well as adjustments to the page numbers, numbering, ordering and punctuation of the Procedural Rules of the Supervisory Board and other word modifications that do not affect the meaning of the articles. Since they do not involve substantial changes and the scope of the revision is relatively wide, they will not be listed item by item.

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Tianjin Construction Development Group Co., Ltd. Board/Management Information 2024

50643_rns_2024-12-02_96b21b81-f365-4033-9c89-3ed9a2dc7924.pdf

RESIGNATION OF EXECUTIVE DIRECTOR

PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROCEDURAL RULES

GENERAL

CLOSURE OF REGISTER OF MEMBERS

AI assistant

Tianjin Construction Development Group Co., Ltd. — Board/Management Information 2024

50643_rns_2024-12-02_96b21b81-f365-4033-9c89-3ed9a2dc7924.pdf

RESIGNATION OF EXECUTIVE DIRECTOR

PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROCEDURAL RULES

GENERAL

CLOSURE OF REGISTER OF MEMBERS

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