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TravelSky Technology Limited Proxy Solicitation & Information Statement 2025

Sep 4, 2025

49402_rns_2025-09-04_af38671d-4ffe-4e1d-90b6-6c42a8d03b2a.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, stock broker, solicitor, professional accountant or other appropriate independent advisers.

If you have sold or transferred all your shares in TravelSky Technology Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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中國民航信息網絡股份有限公司

TravelSky Technology Limited

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

(Stock Code: 00696)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ABOLISHMENT OF THE SUPERVISORY COMMITTEE; PROPOSED AMENDMENTS TO THE WORKING RULES OF THE BOARD OF DIRECTORS AND NOTICE OF EGM

A notice convening the EGM to be held at the conference room of Headquarters Building, TravelSky High-tech Industrial Park, Shunyi District, Beijing, the PRC at 9:30 a.m. on Thursday, 25 September 2025, is set out on pages 6 to 7 of this circular.

Whether or not you are able to attend the EGM, you are advised to read the notice of the EGM and to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in case of H Shareholders) or the liaison office of the Company in Beijing at A1-805, TravelSky High-tech Industrial Park, Tianbei Road, Houshayu Town, Shunyi District, Beijing, the PRC (in case of Domestic Shareholders), not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the EGM or any adjournment thereof if you so wish.

5 September 2025


CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF EGM ... 6
APPENDIX — DETAILS OF THE PROPOSED AMENDMENTS
TO THE ARTICLES OF ASSOCIATION
AND THE WORKING RULES OF
THE BOARD OF DIRECTORS ... 8

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DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

"Articles of Association"
the articles of association of the Company, as amended, modified or otherwise supplemented from time to time

"Board"
the board of Directors

"Company"
TravelSky Technology Limited, a company incorporated under the laws of the PRC whose H Shares are listed on the Main Board of the Stock Exchange and whose American depositary shares are traded on the over-the-counter market in the United States of America

"Company Law"
the Company Law of the People's Republic of China

"Director(s)"
the director(s) of the Company

"Domestic Share(s)"
domestic share(s) with a nominal value of RMB1.00 each in the share capital of the Company

"Domestic Shareholder(s)"
holders(s) of Domestic Shares

"EGM" or "Extraordinary General Meeting"
the extraordinary general meeting of the Company to be convened at 9:30 a.m. on Thursday, 25 September 2025, and the notice of which is set out in this circular

"H Share(s)"
overseas listed foreign invested share(s) with a nominal value of RMB1.00 each in the share capital of the Company which are listed on the Stock Exchange and are traded in Hong Kong dollars (Stock Code: 00696)

"H Shareholder(s)"
holder(s) of H Shares

"Hong Kong"
Hong Kong Special Administrative Region, the People's Republic of China

"Latest Practicable Date"
1 September 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time)

"PRC" or "China"
the People's Republic of China and, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan

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DEFINITIONS

"Registrar"
the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited

"RMB"
Renminbi, the lawful currency of the PRC

"Share(s)"
H Share(s) and Domestic Share(s)

"Shareholder(s)"
H Shareholder(s) and Domestic Shareholder(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Supervisor(s)"
the supervisor(s) of the Company

"Supervisory Committee"
the supervisory committee of the Company

"Working Rules of the Board of Directors"
the working rules of the board of directors of the Company, as amended, modified or otherwise supplemented from time to time


LETTER FROM THE BOARD

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中國民航信息網絡股份有限公司

TravelSky Technology Limited

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

(Stock Code: 00696)

Directors:
Huang Rongshun (Chairman)
Sun Yuquan

Qu Guangji

He Xiaoqun

Liu Zehong

Chan Wing Tak Kevin

Xu Hongzhi

Liang Shuang
*

  • Executive Director
    ** Non-executive Directors
    *** Independent non-executive Directors
    *** Employee Representative Director

Registered Office in the PRC:
7 Yu Min Da Street,
Houshayu Town,
Shunyi District,
Beijing 101308
the PRC

Principal place of business
in Hong Kong:
Room 2201-05, 22/F.,
China Resources Building,
26 Harbour Road,
Wanchai,
Hong Kong

5 September 2025

To the Shareholders

Dear Sir/Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ABOLISHMENT OF THE SUPERVISORY COMMITTEE;

PROPOSED AMENDMENTS TO THE WORKING RULES OF THE BOARD OF DIRECTORS

AND NOTICE OF EGM

1. INTRODUCTION

Reference is made to the announcement of the Company dated 21 August 2025, in relation to (1) the proposed amendments to the Articles of Association and abolishment of the Supervisory Committee; and (2) the proposed amendments to the Working Rules of the Board of Directors.


LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, details of the proposed amendments to the Articles of Association and abolishment of the Supervisory Committee, and the proposed amendments to the Working Rules of the Board of Directors.

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ABOLISHMENT OF THE SUPERVISORY COMMITTEE

The Board proposed to amend the Articles of Association and the proposed amendments are mainly based on the requirements of the Company Law and domestic and overseas regulatory requirements, and are made with reference to the actual circumstances of the Company. Details of the proposed amendments are set out in Appendix to this circular.

Upon completion of the amendments to the Articles of Association, the Company will no longer have a Supervisory Committee or Supervisors. The Audit and Risk Management Committee (Supervisory Committee) under the Board will be renamed as the Audit Committee and will exercise the powers and functions of the Supervisory Committee as stipulated in the Company Law. Correspondingly, the Working Rules of the Supervisory Committee will be abolished. All current Supervisors of the Company will be deemed to have resigned and become effective upon completion of the amendments to the Articles of Association.

The proposed amendments to the Articles of Association and abolishment of the Supervisory Committee shall be subject to approval by the Shareholders at the EGM.

3. PROPOSED AMENDMENTS TO THE WORKING RULES OF THE BOARD OF DIRECTORS

The Board proposes to amend the Working Rules of the Board of Directors to align with the proposed amendments to the Articles of Association. Details of the proposed amendments are set out in Appendix to this circular.

The proposed amendments to the Working Rules of the Board of Directors shall be subject to approval by the Shareholders at the EGM.

4. EGM

A notice convening the EGM to be held at the conference room of Headquarters Building, TravelSky High-tech Industrial Park, Shunyi District, Beijing, the PRC at 9:30 a.m. on Thursday, 25 September 2025, is set out on pages 6 to 7 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. If you intend to appoint a proxy to attend the EGM, you are required to complete and return the enclosed proxy form in accordance with the instructions printed thereon. The proxy form should be returned to the Registrar at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in case of H Shareholders) or to the liaison office of the Company in Beijing at A1-805, TravelSky High-tech Industrial Park, Tianbei Road, Houshayu Town, Shunyi District, Beijing, the PRC (in case of Domestic Shareholders), in person or by post


LETTER FROM THE BOARD

not less than 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof. Completion and return of the form of proxy will not prevent you from attending, and voting at, the EGM or at any adjournment thereof if you so wish.

For the purpose of determining Shareholders' entitlement to attend the EGM, the Domestic Shares and the H Shares register of members will be closed from Monday, 22 September 2025 to Thursday, 25 September 2025 (both days inclusive), during which period no transfer of any Shares will be registered. In order to attend the EGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration at the liaison office of the Company in Beijing at A1-805, TravelSky High-tech Industrial Park, Tianbei Road, Houshayu Town, Shunyi District, Beijing, the PRC (in case of Domestic Shareholders) or the Registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in case of H Shareholders), no later than 4:30 p.m. on Friday, 19 September 2025. Domestic Shareholders and H Shareholders whose names appear on the register of members of the Company on Thursday, 25 September 2025 will be eligible to attend the EGM.

5. VOTING AT THE EGM

In accordance with the relevant requirements of the Listing Rules, the resolutions set out in the notice of the EGM will be voted by way of poll. The poll results will be published at the websites of the Company and the Stock Exchange.

6. RECOMMENDATIONS

The Directors (including the independent non-executive Directors) consider that the resolutions as set out in the notice of the EGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the EGM.

7. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix to this circular.

Yours faithfully,

By order of the Board

TravelSky Technology Limited

Huang Rongshun

Chairman


NOTICE OF EGM

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中國民航信息網絡股份有限公司

TravelSky Technology Limited

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

(Stock Code: 00696)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “EGM”) of TravelSky Technology Limited (the “Company”) shall be held at the conference room of Headquarters Building, TravelSky High-tech Industrial Park, Shunyi District, Beijing, the PRC at 9:30 a.m. on Thursday, 25 September 2025 for the purpose of considering and approving, if thought fit, the following resolutions (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 5 September 2025):

ORDINARY RESOLUTION

  1. To consider and approve the resolution in relation to the proposed amendments to the Working Rules of the Board of Directors. Details are set out in the circular of the Company dated 5 September 2025.

SPECIAL RESOLUTION

  1. To consider and approve the resolution in relation to the proposed amendments to the Articles of Association and abolishment of the Supervisory Committee. Details are set out in the circular of the Company dated 5 September 2025.

By order of the Board
TravelSky Technology Limited
Huang Rongshun
Chairman

Beijing, the People's Republic of China
5 September 2025

Notes:

  1. Details of the above resolutions are set out in the circular of the Company dated 5 September 2025.

NOTICE OF EGM

  1. For the purpose of determining Shareholders' entitlement to attend the EGM, the Domestic Shares and the H Shares register of members will be closed from Monday, 22 September 2025 to Thursday, 25 September 2025 (both days inclusive), during which period no transfer of any Shares will be registered. In order to attend the EGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration at the liaison office of the Company in Beijing at A1-805, TravelSky High-tech Industrial Park, Tianbei Road, Houshayu Town, Shunyi District, Beijing, the PRC (in case of Domestic Shareholders) or the Registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in case of H Shareholders), no later than 4:30 p.m. on Friday, 19 September 2025. Domestic Shareholders and H Shareholders whose names appear on the register of members of the Company on Thursday, 25 September 2025 will be eligible to attend the EGM.

  2. In accordance with the relevant requirements of the Listing Rules, the resolutions set out in the notice of the EGM will be voted by way of poll. The poll results will be published at the websites of the Company and the Stock Exchange.

  3. Each Shareholder who is entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on behalf of him/her. A proxy needs not to be a Shareholder of the Company.

  4. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, should be completed and deposited at the liaison office of the Company in Beijing (in case of Domestic Shareholders) or the Registrar of the Company (in case of H Shareholders), at least 24 hours before the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude a Shareholder from attending in person and voting at the EGM or any adjournment thereof should he/she so wish.

  5. In case of joint shareholdings and the Shareholder or the proxy attending the EGM is more than one person, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s), and for this purpose seniority will be determined by the order in which the names appear in the register of members of the Company in respect of the joint shareholdings.

  6. The EGM is expected to last for half a day. Shareholders (or their proxies) attending the EGM shall bear their own travelling and accommodation expenses. Shareholders or their proxies shall produce their identity documents when they attend the EGM.

  7. All times and dates specified herein refer to local times and dates of Beijing, the PRC.


APPENDIX

DETAILS OF THE PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATION AND

THE WORKING RULES OF THE BOARD OF DIRECTORS

Amendment to the Articles of Association (Effective upon the approval by shareholders' meeting)
Before amendment (original text) After amendment
Article 92 ... The board of directors shall set up special committees in respect of strategic, audit and risk management, remuneration and evaluation, nomination and other areas according to its needs. Article 92 ... The board of directors shall set up special committees in respect of strategic, audit and risk management, remuneration and evaluation, nomination and other areas according to its needs.
Article 97 Board meetings shall be convened by the chairman of the board at least twice a year and a notice shall be given to all directors 10 days before the date of the meeting. The chairman of the board of directors has the right to convene an extraordinary board meeting (if necessary). Shareholders representing more than one-tenth of the voting rights or more than one-third of the members of the board of directors or the supervisory committee may submit proposals to the board of directors for the convening of an extraordinary board meeting. Extraordinary board meetings shall not be subject to the restriction regarding the notice of meeting in Article 98. The chairman of the board shall convene and preside over the board meetings within ten days upon the receipt of the proposal. ... Article 97 Board meetings shall be convened by the chairman of the board at least twice a year and a notice shall be given to all directors 10 days before the date of the meeting. The chairman of the board of directors has the right to convene an extraordinary board meeting (if necessary). Shareholders representing more than one-tenth of the voting rights or more than one-third of the members of the board of directors or the audit committee supervisory committee may submit proposals to the board of directors for the convening of an extraordinary board meeting. Extraordinary board meetings shall not be subject to the restriction regarding the notice of meeting in Article 98. The chairman of the board shall convene and preside over the board meetings within ten days upon the receipt of the proposal. ...

APPENDIX

DETAILS OF THE PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATION AND

THE WORKING RULES OF THE BOARD OF DIRECTORS

| Article 105 | ...
The scope of duties of and responsibilities of the secretary of the board of directors:
...
(9) He/she shall perform the supervisory function in coordinating the provision of necessary information to the Company's supervisory committee and other verification organizations, and assist proper investigation concerning the performance of fiduciary duty by the treasurers, directors and president of the Company.
... | Article 105 | ...
The scope of duties of and responsibilities of the secretary of the board of directors:
...
(9) He/she shall perform the supervisory function in coordinating the provision of necessary information to the Company's audit committee supervisory committee and other verification organizations, and assist proper investigation concerning the performance of fiduciary duty by the treasurers, directors and president of the Company.
... |
| --- | --- | --- | --- |
| Delete the words “supervisory committee” or “supervisor(s)” in Article 9, 52, 60, 123, 125 to 134, 136, 138 to 140, 145, 189 and in chapter 14. | | | |
| Delete Article 114 to 122 under Chapter 13 “Supervisory Committee”. | | | |
| Add a new chapter after Chapter 10 “Board of Directors”, namely Chapter 11 “Special Committees of the Board”, comprising Article 104 to 110. As a result of the addition, the numbering of subsequent chapters and articles shall be adjusted accordingly in sequential order. | | | |
| Article 104 | The Company's board of directors shall establish special committees such as audit committee, strategy and investment committee, nomination committee and remuneration and appraisal committee, which shall perform their duties in accordance with the Articles and the authorization of the board of directors. The working rules of the special committees shall be formulated by the Board. | | |
| Article 105 | Each special committee under the board of directors shall consist of at least three directors as members, with each committee appointing a chairperson responsible for convening committee meetings.

The members of the audit committee shall be directors who do not serve as senior management personnel within the Company, with independent directors constituting a majority. Typically, the chairperson of the audit committee shall be an independent director with extensive professional experience in finance, accounting, and risk management. Independent directors shall constitute the majority of the strategy and investment committee and the nomination committee, and the chairperson of each committee shall be the chairperson of the board of directors. The remuneration and appraisal committee shall be composed of independent directors, with an independent director serving as its chairperson. | | |


APPENDIX

DETAILS OF THE PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATION AND

THE WORKING RULES OF THE BOARD OF DIRECTORS

| Article 106 | The Company’s board of directors shall establish an audit committee to exercise the powers and functions of the supervisory committee as stipulated in the Company Law.

The audit committee is responsible for reviewing the Company’s financial information and its disclosure, supervising and evaluating the internal and external auditing work and internal control, and the following matters shall be submitted to the board of directors for consideration after being approved by a majority of all members of the audit committee:

(1) to review the Company’s annual and interim financial report, and consider the Company’s significant accounting policies or accounting estimates and changes thereto;
(2) to evaluate the effectiveness of the work of internal audit departments and check the internal control and risk control work related to connected transactions;
(3) to appoint or dismiss the chief accountant of the Company;
(4) to appoint or dismiss the accounting firm that undertakes the Company’s audit;
(5) other matters stipulated in laws, administrative regulations, regulatory rules of the place where the securities of the Company are listed and the Articles. |
| --- | --- |
| Article 107 | The audit committee shall hold at least two meetings every year, and may hold an extraordinary meeting when two or more members propose, or when the convener deems it necessary. The quorum of the meeting of the audit committee shall require the presence of more than two-thirds of the members.

Resolutions of the audit committee shall be decided on a one-person, one-vote basis. Resolutions made by the audit committee shall be passed by a majority of the members of the audit committee.

The audit committee shall prepare meeting minutes for its resolutions in accordance with the regulations, and the members of the audit committee attending the meeting shall sign on the meeting minutes. |
| Article 108 | The strategy and investment committee is responsible for studying and making recommendations on the Company’s strategic planning and reform and restructuring initiatives. The strategy and investment committee’s primary duties are:

(1) to study and make recommendations on the medium- to long-term development strategic planning and sustainable development strategic of the Company;
(2) to study and make recommendations on major business adjustments, significant capital operations and asset management projects which require the approval of the board of directors;
(3) to study and make recommendations on other major issues that may affect the development of the Company;
(4) other matters stipulated in laws, administrative regulations, regulatory rules of the place where the securities of the Company are listed and the Articles. |

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APPENDIX

DETAILS OF THE PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATION AND

THE WORKING RULES OF THE BOARD OF DIRECTORS

| Article 109 | The nomination committee is responsible for formulating the criteria and procedures for selecting directors and senior management, selecting and reviewing the candidates for directors and senior management and their qualifications for appointment, and making recommendations to the board of directors on the following matters:

(1) to formulate a board diversity policy;
(2) to nominate or dismiss directors;
(3) to appoint or dismiss senior management;
(4) other matters stipulated in laws, administrative regulations, regulatory rules of the place where the securities of the Company are listed and the Articles. |
| --- | --- |
| Article 110 | The remuneration and appraisal committee is responsible for formulating the performance evaluation criteria for the directors and senior management and conducting the evaluation, formulating the remuneration policies and plans as well as making recommendations to the board of directors in respect of the following matters:

(1) to formulate remuneration management and appraisal management mechanism for directors and senior management;
(2) to study and propose medium- to long-term incentive plans and implementation schemes for the Company’s directors and senior management;
(3) to review the fundamental management policies related to the Company’s remuneration management and appraisal to be submitted to the board of directors for consideration, and making recommendations to the board of directors;
(4) to study and decide on the insurance plan for directors’ and senior management’s liability insurance according to the authorization of the shareholders’ meeting and the board of directors;
(5) other matters stipulated in laws, administrative regulations, regulatory rules of the place where the securities of the Company are listed and the Articles. |

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APPENDIX

DETAILS OF THE PROPOSED AMENDMENTS

TO THE ARTICLES OF ASSOCIATION AND

THE WORKING RULES OF THE BOARD OF DIRECTORS

Amendment to the Working Rules of the Board of Directors (Effective upon the approval by shareholders' meeting and adoption of the Amendments to the Articles of Association)
Before amendment (original text) After amendment
Article 4 The Board of Directors shall perform its duties in accordance with the laws and regulations and the Articles of Association, exercise its powers in accordance with the authorizations granted by the Meeting of Shareholders, and be subject to the supervision of the Supervisory Committee and the regulatory department of the Company. Article 4 The Board of Directors shall perform its duties in accordance with the laws and regulations and the Articles of Association, exercise its powers in accordance with the authorizations granted by the Meeting of Shareholders, and be subject to the supervision of the Audit Committee Supervisory Committee and the regulatory department of the Company.
Article 22 Audit Committee: Convene regular meetings at least twice a year, the main responsibilities are to: (1) To be responsible for the duties of the Supervisory Committee as stipulated in the Company Law in the event that the Company does not have a Supervisory Committee; ... Article 22 Audit Committee: Convene regular meetings at least twice a year, the main responsibilities are to: (1) To be responsible for the duties of the Supervisory Committee as stipulated in the Company Law in the event that the Company does not have a Supervisory Committee; ...
Article 68 Pursuant to the remuneration standards of the directors and supervisors as approved in the shareholders' general meeting, work subsidy of the directors, basic salary, meeting allowance, liability insurance fees, and other benefits (if any) shall be included in the annual budget of the Company. Article 67 Pursuant to the remuneration standards of the directors and supervisors as approved in the shareholders' general meeting, work subsidy of the directors, basic salary, meeting allowance, liability insurance fees, and other benefits (if any) shall be included in the annual budget of the Company.
Article 71 These Rules are formulated by the Board of Directors and shall come into effect upon the adoption by the shareholders' meeting. Any amendments to these Rules shall be proposed by the Board of Directors in the form of an amendment proposal, and shall come into effect upon adoption by the shareholders' meeting. The original Working Rules of the Board of Directors and the Provisional Measures on Management of Resolutions of the Company shall be abolished on the same date when these Rules become effective. Article 70 These Rules are formulated by the Board of Directors and shall come into effect upon the adoption by the shareholders' meeting. Any amendments to these Rules shall be proposed by the Board of Directors in the form of an amendment proposal, and shall come into effect upon adoption by the shareholders' meeting. The original Working Rules of the Board of Directors and the Provisional Measures on Management of Resolutions of the Company shall be abolished on the same date when these Rules become effective.
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APPENDIX

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE WORKING RULES OF THE BOARD OF DIRECTORS

Notes:

  1. In addition to the contents listed in the above table, in accordance with Article 121 of the Company Law, the Company will abolish the establishment of the Supervisory Committee and supervisor position. The Audit and Risk Management Committee (Supervisory Committee) will be renamed the Audit Committee and shall exercise the powers and functions of the Supervisory Committee as stipulated in the Company Law. Accordingly, all references to “supervisory committee” and “supervisor(s)” will be removed from the Articles of Association and the Working Rules of the Board of Directors, or replaced with “audit committee”.

  2. In addition to the above table, if the addition, deletion, or rearrangement of certain provisions results in changes to the numbering sequence of the articles, the article numbers in the amended Articles of Association shall be adjusted accordingly in sequence, and any cross-references to affected article numbers shall be updated accordingly.

  3. The Articles of Association and the Working Rules of the Board of Directors have been prepared in Chinese and the English version is therefore a translation for reference only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.