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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hubei Voicecomm Technology Co., Ltd.*, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker 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.

声通科技

voicecomm
Hubei Voicecomm Technology Co., Ltd.
湖北聲通科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2495)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(2) PROPOSED AMENDMENTS TO THE RELATED RULES
(3) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES AND
(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

Notices convening the EGM of Hubei Voicecomm Technology Co., Ltd. to be held at 2:00 p.m. on Monday, January 13, 2025 at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, PRC is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use in the EGM is enclosed with this circular and such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.voicecomm.cn) respectively.

Whether or not you intend to attend the EGM, you are required to complete the form of proxy in accordance with the instructions printed thereon and return them to the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for holding the EGM (i.e. not later than 2:00 p.m. on Sunday, January 12, 2025) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

Reference to times and dates in this circular are to Hong Kong dates and time. Where the context so permits or requires in this circular, words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders and vice versa.

December 27, 2024

CONTENTS

Page

DEFINITIONS... 1
LETTER FROM THE BOARD... 3
APPENDIX I - FULL TEXT OF THE PROPOSED RELATED RULES... I-1
APPENDIX II - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION... II-1
NOTICE OF EXTRAORDINARY GENERAL MEETING... EGM-1

DEFINITIONS

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

"Articles of Association"
the articles of association of the Company, as amended from time to time

"Audit Committee"
the audit committee of the Board

"Board"
the board of Directors

"Company"
Hubei Voicecomm Technology Co., Ltd. (湖北聲通科技股份有限公司), a joint stock company incorporated in the PRC with limited liability on May 7, 2015, or, where the context requires (as the case may be), its predecessor with the English name of Shanghai Voicecomm Information Technology Co., Ltd. (上海聲通信息科技有限公司), a limited liability company established in the PRC on December 5, 2005, the H Shares of which are listed on the Stock Exchange (stock code: 2495)

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

"EGM"
the extraordinary general meeting to be held by the Company at 2:00 p.m. on January 13, 2025 at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, PRC

"General Mandate"
a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares not exceeding 20% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of the EGM

"Group"
the Company and its subsidiaries from time to time

"H Share(s)"
ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/are listed on the Main Board of the Stock Exchange and subscribed for and traded in Hong Kong dollars

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

DEFINITIONS

"Latest Practicable Date"
December 27, 2024, 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

"New Company Law"
Amendments to The Company Law of the People's Republic of China (《中華人民共和國公司法》) that came into force on July 1, 2024

"PRC"
the People's Republic of China

"Related Rules"
the rules of the Company that are related to the Articles of Association, including the Rules of Procedure for Meetings of Shareholders, the Rules of Procedure for Meetings of Directors, the Working System for Independent Non-Executive Directors, the Rules Governing Connected Transactions, the Rules Governing the Management of External Guarantee, and Rules Governing the Management of External Investment

"RMB"
Renminbi, the lawful currency of the PRC

"Share(s)"
share(s) in the share capital of the Company with a nominal value of RMB1.00 each, comprising Unlisted Share(s) and H Share(s)

"Shareholder(s)"
holder(s) of the share(s) of the Company

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Unlisted Share(s)"
ordinary share(s) issued by the Company, with a nominal value of RMB1.00 each, which is/are not listed on any stock exchange

LETTER FROM THE BOARD

宋声通科技

voicecomm

Hubei Voicecomm Technology Co., Ltd.

湖北聲通科技股份有限公司

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

(Stock Code: 2495)

Executive Directors:
Mr. Tang Jinghua (Chairman)
Mr. Sun Qi

Non-executive Directors:
Mr. Yang Xiaoyuan
Mr. Tan Xiaobo
Mr. Chen Yulei
Ms. Ma Tiantian

Independent Non-executive Directors:
Mr. Liu Rong
Mr. Wu Haipeng
Mr. Mu Binrui
Mr. Leung Kin Hong

Registered office:
Unit 418, Building 2
No. 508, Chundong Road
Minhang District
Shanghai, PRC

Principal place of business in Hong Kong:
40th Floor
Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong

December 27, 2024

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE
ARTICLES OF ASSOCIATION

(2) PROPOSED AMENDMENTS TO THE RELATED RULES

(3) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES
AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The Company intends to hold the EGM at 2:00 p.m. on Monday, January 13, 2025 at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai. The notice to convene the EGM is set out on pages EGM-1 to EGM-2 of this circular.

The purpose of this circular is to provide you the notice of EGM and the detailed information in relation to, among other things, the following resolutions to be proposed at the EGM, to enable you to make an informed decision on whether to vote for or against the following resolutions.

LETTER FROM THE BOARD

MATTERS TO BE RESOLVED AT THE EGM

(A) Ordinary Resolution

(1) Proposed Amendments to the Related Rules

Reference is made to the announcement of the Company dated December 16, 2024 in relation to, among others, the proposed amendments in relation to the Related Rules. The following is a list of the Related Rules:

Number	Name of the rules
1	Rules of Procedure for Meetings of Shareholders
2	Rules of Procedure for Meetings of Directors
3	Working System for Independent Non-Executive Directors
4	Rules Governing Connected Transactions
5	Rules Governing the Management of External Guarantee
6	Rules Governing the Management of External Investment

In view of the New Company Law that came into force on July 1, 2024 and in line with the Company's business development and operational management needs, the Board has proposed to amend the Related Rules to comply with the proposed amendments to the Articles of Association (details of which are set out below). The proposed amendments to the Related Rules are subject to the approval of the Shareholders by way of an ordinary resolution at the EGM. The full text of the proposed Related Rules is set out in Appendix I to this circular.

(B) Special Resolutions

(2) Proposed Amendments to the Articles of Association

Reference is made to the announcement of the Company dated December 16, 2024, in relation to, among others, the proposed amendments in relation to the Articles of Association.

In view of the New Company Law and to further improve the corporate governance of the Company, the Board has proposed to amend certain provisions of the Articles of Association in accordance with the New Company Law, the Securities Law of the People's Republic of China, the Listing Rules and other laws and regulations, and taking into accounts the actual situation and strategic development needs of the Company. In particular, the Company will cancel the establishment of the supervisory committee and its functions will be transferred to the audit committee of the Board. The proposed amendments to the Articles and Association are subject to the approval of the Shareholders by way of a special resolution at the EGM. Details of the proposed amendments to the Articles and Association are set out in Appendix II to this circular.

LETTER FROM THE BOARD

(3) Proposed Grant of General Manadate to Issue Shares

As of the Latest Practicable Date, the total number of the issued Shares are 35,524,210. In order to provide flexibility to the Directors in any event that it becomes desirable for the Company to issue new Unlisted Shares and/or H Shares to meet the Company’s development needs, and in accordance with the Listing Rules and other relevant laws and regulations, the Board has proposed to grant a general mandate to the Board to allot, issue or otherwise deal with additional Shares not more than 20% of the total number of Shares in issue (excluding any treasury shares), and authorize the Board to make corresponding amendments to the Articles of Association as it deems appropriate to reflect the capital structure of the Company as a result of the additional Shares allotted or issued under such mandate. Details of the authorization are as follows:

(1) subject to item (2) below, it is proposed to generally and unconditionally authorise the Board to, during the Relevant Period, exercise all rights of the Company to allot or issue, either separately or concurrently, Domestic Shares or/and H Shares (including securities convertible into Shares or/and options, warrants or similar rights to subscribe for Shares of the Company) and make or grant any offers, agreements and arrangements which may require the exercise of such rights;

(2) subject to the approval of item (1) above, the Board is authorized to allot or issue, either separately or concurrently, Domestic Shares or/and H Shares during the Relevant Period with an aggregate number of not more than 20% of the total number of Shares of the Company in issue as at the date of passing of this resolution at the general meeting, and the number of Domestic Shares or/and H Shares that the Board is authorized to allot or issue, either separately or concurrently, during 3 years shall not be, in aggregate, more than 50% of the total number of Shares of the Company in issue as at the date of passing of this resolution at the general meeting;

(3) subject to the requirements of items (1) and (2) of this resolution, the Board may, within the given limits, determine the respective numbers of Domestic Shares or/and H Shares to be allotted or issued, either separately or concurrently, as well as the price, usage of proceeds, target, place and time of issuance;

(4) according to the Company’s actual condition of the allotment or issuance of Domestic Shares and new H Shares, either separately or concurrently, the Board may increase the registered capital of the Company and make appropriate amendments to relevant provisions of the Articles of Association;

(5) according to the applicable laws, regulations and requirements, the Board may fulfill the necessary approvals or perform the filing procedures, and obtain the approval of all relevant government departments and/or regulatory authorities, as applicable;

LETTER FROM THE BOARD

(6) the Board and its authorized person(s) are authorized to amend, execute, deliver and publish the filing report and other application documents involved in the additional issuance of Shares as they deem necessary or appropriate; execute, implement, amend, suspend or terminate any agreements (including but not limited to engagement letters for intermediaries), filing materials, other undertaking, confirmation, mandate that required to be issued to the CSRC and other domestic and overseas regulatory authorities, and any other matters or documents relating to the additional issuance of Shares; engage intermediaries for the additional issuance of Shares; communicate with domestic and overseas governmental and regulatory authorities on behalf of the Company; and other matters relating to the additional issuance of Shares;

(7) to authorize the Board and its authorized person(s) to deal with the relevant approval, registration, filing, verification or consent procedures with the relevant domestic and foreign government departments and regulatory authorities for the additional issuance of Shares; to draft, sign, execute, amend and complete all necessary documents to be submitted to relevant domestic and foreign government departments, authorities, organizations and individuals; to complete all actions and matters that are necessary, appropriate or desirable in connection with the additional issuance of Shares;

(8) to handle at absolute discretion the registration of the shares held by the shareholders of the Company with domestic and foreign securities depository and clearing institutions, including but not limited to signing relevant agreements, etc.;

(9) to consult the relevant government and regulatory authorities on the additional issuance of Shares, and make corresponding arrangements in accordance with the provisions of laws and regulations, the opinions of relevant government and regulatory authorities, the overall schedule of the additional issuance of Shares and the intention of shareholders; to draft, sign, execute, amend and complete documents to be submitted to relevant domestic and foreign government authorities, regulatory authorities, organizations and individuals, and affix the Company's official seal to the above documents (if necessary); and to do all such acts and matters as they deem necessary, appropriate or desirable in connection with the additional issuance of Shares;

(10) to authorize the Board and its authorized person(s) to make corresponding amendments to the resolutions related to the additional issuance of Shares considered and passed by the general meeting and the Board in accordance with the requirements of relevant government departments and regulatory authorities and relevant approval documents, except for the amendments that must be considered by the general meeting in accordance with relevant laws, regulations and regulatory rules.

LETTER FROM THE BOARD

(11) to approve the submission of a copy of this resolution (or summary) (after certification by the Company’s legal counsel (if necessary)) to domestic and foreign regulatory authorities (if necessary).

(12) to formulate, implement and adjust the specific plan for the additional issuance of Shares according to the review opinions of the relevant regulatory authorities on the application for the additional issuance of Shares or within the scope permitted by laws and regulations.

(13) to deal with declaration matters on behalf of the relevant shareholders regarding this application for the additional issuance of Shares, including but not limited to the preparation, amendment, signing, supplementing, filing, presentation, execution and announcement of the relevant application documents and other legal documents for the additional issuance of Shares in accordance with the requirements of relevant regulatory authorities and to sign, amend, supplement, file, present and execute all legal documents related to this application for the additional issuance of Shares on behalf of the relevant shareholders.

(14) to handle the registration, custody and foreign exchange registration of the relevant shares on behalf of the relevant shareholders after obtaining the approval or consent for the additional issuance of Shares from the relevant regulatory authorities.

(15) to take all necessary actions, make decisions and deal with all other matters relating to this application for the additional issuance of Shares on behalf of the relevant shareholders within the scope permitted by the relevant domestic and foreign laws, regulations, normative documents and the Articles of Association.

(16) to authorize the Board to further delegate authority to the Chairman of the Company (who may in turn delegate such authority) as needed, to deal with all specific matters related to this application for the additional issuance of Shares, including the execution and, if thought fit, amendment, adjustment or supplementation of the legal documents relating to the additional issuance of Shares and the approval of related matters.

(17) the Board of Directors agrees to grant the aforementioned authority to the Chairman of the Company and/or the General Manager or other persons authorised by them, who will be responsible for dealing with specific matters relating to the additional issuance of Shares.

The validity period of the aforementioned authorization for the issuance of shares shall commence from the date of approval of this resolution at the general meeting and shall end on the earliest of the following three dates (the “Relevant Period”):

(1) the conclusion of the next annual general meeting of the Company;

LETTER FROM THE BOARD

(2) the date on which the next annual general meeting of the Company is required by the Articles of Association or applicable laws of the PRC to be held; or
(3) the date on which the authority given under this Resolution is revoked or varied by a special resolution passed at any general meeting.

NOTICE OF THE EGM

The notice convening the EGM at 2:00 p.m. on Monday, January 13, 2025 at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, is set out on pages EGM-1 to EGM-2 in this circular. In order to ascertain holders of H Shares who are entitled to attend the EGM, the register of members of H Shares of the Company will be closed from Wednesday, January 8, 2025 to Monday, January 13, 2025, both days inclusive, during which period no transfer of H Shares will be registered. To be eligible to attend and vote at the EGM, unregistered holders of H Shares shall ensure all transfer documents accompanied by the relevant share certificates are lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Tuesday, January 7, 2025 for registration.

PROXY ARRANGEMENT

Form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.voicecomm.cn). Whether or not you intend to attend the EGM you are required to complete and sign the form of proxy in accordance with the instructions printed thereon and return it to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H Shares) or the business address of the Company at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, PRC (for Unlisted Shareholders), not less than 24 hours before the time fixed for the holding of the EGM or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude you from attending and voting in person at the EGM if you so wish and in such event the form of proxy shall be deemed to be revoked.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the resolutions to be proposed at the EGM will be voted on by poll except where the chairman of the meeting decides to allow a resolution solely in respect of a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions as set out in the notice of the EGM will be voted on by poll. The poll results will be published on the HKEXnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company www.voicecomm.cn upon the conclusion of the EGM.

LETTER FROM THE BOARD

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, as of the Latest Practicable Date, no Shareholders were required to abstain from voting on the resolutions to be proposed at the EGM.

RECOMMENDATION

The Board considers that the resolutions to be proposed at the EGM in relation to (i) the proposed amendments to the Related Rules; (ii) the proposed amendments to the Articles of Association; and (iii) the proposed grant of general mandate to issue shares, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of all the resolutions to be proposed at the EGM.

By order of the Board
Hubei Voicecomm Technology Co., Ltd.
Mr. TANG Jinghua
Chairman

APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

The full text of the Proposed Related Rules are as follows:

RULES OF PROCEDURE FOR MEETINGS OF SHAREHOLDERS

Voicecomm Technology Co., Ltd.

Rules of Procedure for Meetings of Shareholders

Chapter 1 General

Article 1 To further regulate the behaviours of Voicecomm Technology Co., Ltd. (hereinafter referred to as "Company") and to ensure that the general meeting of the Company exercise their functions and powers according to law, these rules of procedure are formulated in accordance with the relevant provisions of the Company Law of the People's Republic of China (hereinafter referred to as "Company Law"), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (hereinafter referred to as "Trial Measures"), the Guidelines for the Articles of Association of Listed Companies (hereinafter referred to as "Guideline on Articles"), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as "Hong Kong Listing Rules") and other relevant laws, regulations, and regulatory documents, as well as the Articles of Association of Voicecomm Technology Co., Ltd. (hereinafter referred to as "Articles of Association").

Article 2 The Company shall hold the general meeting strictly in accordance with the relevant provisions of laws, administrative regulations, the Hong Kong Listing Rules, the Articles of Association and these rules of procedure, so as to ensure shareholders being able to lawfully exercise their rights.

The Board of Directors (hereinafter referred to as "Board") of the Company shall duly perform its duties and conscientiously organize the general meeting as scheduled. All the directors of the Company shall be diligent and responsible, so as to ensure that the general meeting are held normally and lawfully exercise their functions and powers.

Article 3 The general meeting shall perform their functions and powers to the extent as provided by the Company Law, the Articles of Association and the Hong Kong Listing Rules.

Article 4 The general meeting may be either annual or extraordinary. The annual general meeting shall be held once a year within six months after the closing of the previous accounting year.

The extraordinary general meeting may be held from time to time and shall be held within two months where any of circumstances as set forth in the Company Law, the Hong Kong Listing Rules and the Articles of Association for holding such a meeting occurs.

APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Chapter 2 Convening of the General Meeting

Article 5 The Board shall convene the general meeting within the time frame as prescribed in these rules of procedure.

Article 6 Convening of the extraordinary general meeting at the request of the shareholders shall proceed in accordance with the procedures set forth below:

(I) shareholders individually or jointly holding more than 10% of the shares carrying voting rights at the meeting to be convened can request the Board to convene an extraordinary general meeting by signing one or several copies of written requests in the same form and contents and stating the subjects of the meeting. The Board shall convene the extraordinary general as soon as possible upon receiving such written requests. The shareholdings referred to above shall be calculated as at the date of requests made.

(II) where the Board fails to issue a notice of convening an extraordinary general meeting within 10 days upon receipt of the above written requests, shareholders, for more than 90 consecutive days, individually or jointly holding more than 10% of the shares carrying voting rights at the meeting to be convened may convene the meeting on their own within four months upon the Board having received such requests. The convening procedures shall, to the extent possible, be identical to procedures according to which the general meeting are to be convened by the Board.

All reasonable expenses incurred by convening and holding the aforesaid meeting by shareholders due to the failure of the Board to hold such meeting in response to the aforesaid requests shall be borne by the Company. Such expenses shall be deducted from the amounts due by the Company to the directors who have neglected their duties.

Chapter 3 Proposals and Notices of the General Meeting

Article 7 The contents of the proposal shall fall within the scope of the functions and powers of the general meeting and shall have specified subjects and specific resolutions, in further compliance with the relevant provisions of laws, administrative regulations, the listing rules of the stock exchange of the place(s) in which the shares of the Company are listed and the Articles of Association. The proposals of the general meeting shall be in writing.

Article 8 When the Company convenes a general meeting, the Board and shareholders individually or jointly holding more than 1% of the shares of the Company shall have the right to make proposals.

APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Shareholders individually or jointly holding more than 1% of the shares of the Company may make provisional proposals and submit them to the convener in writing 10 days before the general meeting to be held and within the time frame specified in the Hong Kong Listing Rules. The convener shall, in accordance with the Company Law and the Hong Kong Listing Rules, issue a supplementary notice of the general meeting upon receipt of the proposals to announce the contents of such provisional proposals, and include the matters which are within the scope of responsibilities of the general meeting in the agenda of the meeting and submit them to the general meeting for deliberation.

Except for the situations described above, the convener shall not modify the proposals already specified in the notice of the general meeting or add new proposals subsequent to the issue of the notice of the general meeting.

The general meeting shall not vote on or resolve any proposals not incorporated in the notice or not in compliance with the Articles of Association.

Article 9 The proposals of the general meeting shall satisfy the following criteria:

(I) the contents of the proposals shall not conflict with laws, regulations and the relevant requirements set forth in the Articles of Association and shall fall within the scope of business of the Company and the functions and powers of the general meeting;

(II) the proposals shall have specified subjects and specific resolutions;

(III) the proposals shall be submitted to the Board in writing.

Article 10 The convener of the general meeting shall notify the shareholders by announcement twenty days prior to the annual general meeting, and shall notify the shareholders by announcement fifteen days prior to the extraordinary general meeting.

Article 11 Except as otherwise regulated by relevant laws, regulations, regulatory documents, the securities regulatory authority of the place where the shares of the Company are listed and the Articles of Association, the notice of the general meeting shall be made to the shareholders (regardless of whether they have voting rights at the general meeting) in the form of an announcement.

I-3 -

APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Announcements in this section refer to those published in one or more newspapers or periodicals designated by the securities regulatory authority of the State Council or published on the website of the Company, or notified through WeChat or e-mail before the time limit specified in the applicable laws and regulations, the Articles of Association and these rules of procedure. Once the announcement is made, all shareholders of domestic shares and shareholders of unlisted foreign shares shall be deemed to have received the notice of the relevant general meeting.

For shareholders of overseas-listed foreign shares, the notice of the general meeting may be published through the designated website of the Hong Kong Stock Exchange and the website of the Company. Once the announcement is made, all shareholders of overseas listed shares shall be deemed to have received the notice of the relevant general meeting.

Article 12 The extraordinary general meetings shall not decide on matters not specified in the notice.

Article 13 The notice of a general meeting shall include the following details:

(I) the time, address and duration of the meeting;

(II) the matters and proposals submitted to be deliberated at the meeting;

(III) a prominent written statement that all shareholders are entitled to attend the general meeting and may appoint a proxy in writing to attend and vote at the meeting. The proxy may not be a shareholder of the Company;

(IV) the date of registration of shareholdings of shareholders who are entitled to attend the general meeting;

(V) the name and telephone number of the permanent contact person concerning meeting matters;

(VI) the time and procedure for voting through internet or other means;

(VII) any other matters stipulated by laws, administrative regulations and regulatory documents.

APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Article 14 Where a meeting notice is not sent to a person who is entitled to receive such notice due to accidental omission or such person does not receive any meeting notice, shareholders who have not been notified to attend the general meeting may request the People's Court to overturn the resolution within 60 days from the date they knew or should have known of the adopting of the resolution of the general meeting; if the right to overturn is not exercised within one year from the date the resolution was adopted, the right to overturn shall be extinguished.

Article 15 After the issuance of the notice for a general meeting, the general meeting shall not be postponed or canceled without any proper reasons, and the proposals specified in the notice shall not be withdrawn. In case of delay or cancelation, the convener shall give a notice to all shareholders in writing stating the reasons at least two business days before the original meeting date.

Chapter 4 Holding of the General Meeting

Article 16 The Company shall convene a general meeting at its domicile or other places as indicated in the notice of the general meeting.

The general meeting shall arrange a meeting venue and be convened through on-site meeting, telephone meeting or any other means. The Company may also provide electronic communications and other means to facilitate shareholders attending the general meeting, as appropriate. Shareholders participating in general meetings in the aforesaid manner shall be deemed to have attended the meeting.

The time and venue of on-site meetings shall be selected for the convenient participation of shareholders. After the issuance of the notice of the general meeting, the venue for an on-site meeting shall not be changed without any proper reasons. In case of any necessary change of the venue, the convener shall notify shareholders and state the reasons at least two working days prior to the date of the on-site meeting.

Article 17 If a general meeting adopts other means, the time and procedures of voting in such other means shall be specified in the notice of the general meeting.

Article 18 The Board and other conveners shall take all necessary measures to ensure that the general meeting is conducted in an orderly manner, and shall take steps to prevent any activities that interfere the general meetings, cause disturbances and infringe the legal interests of the shareholders, and report such activities to the relevant authorities for investigation and punishment.

I-5 -

APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Article 19 All shareholders in the register of shareholders or their proxies shall be entitled to attend a general meeting, and the Company and the conveners shall not refuse them for whatever reasons.

Article 20 In order to ascertain the eligibility of the attending shareholders or their proxies to attend the meeting, the chairman of the meeting may perform necessary verification procedures when needed and relevant participants shall cooperate with.

Article 21 The Board of the Company may also engage witnesses to attend the general meeting.

Article 22 Other persons may attend the meeting as visitors with the permission of the chairman of the meeting.

Article 23 The convener shall verify the legitimacy of shareholders’ qualifications according to the register of shareholders and register the names of shareholders and the number of shares with voting rights they hold. The registration shall end before the chairman of the meeting announces the number of shareholders and proxies attending the meeting and the total number of voting shares they hold.

Article 24 When the general meetings are held, all directors and secretary of the Board of the Company shall attend the general meetings, and the general manager and other senior management shall also attend the meetings on a non-voting basis, other than circumstances that they are unable to attend due to objective reasons.

Article 25 Any shareholder who is entitled to attend and vote at the general meeting may attend the meeting in person and exercise the voting right, and shall be entitled to appoint one or more persons (whether such person is a shareholder or not) as his/her proxy(ies) to attend and vote on his/her behalf. Such proxy may exercise the following rights in accordance with the shareholder’s entrustment:

(I) the shareholder’s right to speak at the general meeting;

(II) the right to require by himself/herself or jointly with others to vote by way of poll;

(III) unless otherwise specified by the PRC laws, regulations, the securities regulatory authorities of the place where the shares of the Company are listed and the Hong Kong Stock Exchange, the right to vote by a show of hands or by way of poll, except in circumstances where a shareholder has appointed more than one proxy, such proxies can only exercise the voting right by way of poll.

I-6 -

APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Article 26
The instrument appointing a proxy shall be in writing under the hand of a shareholder or his/her attorney duly authorized in writing. If the shareholder is a legal person, that instrument shall be executed either under its seal or under the hand of its director or other attorney duly authorized to sign the same.

Article 27
The power of attorney for voting by proxy must be deposited at the domicile of the Company or other location designated in the notice convening the meeting not less than 24 hours prior to the convening of the meeting at which voting is appointed in such proxy form or 24 hours prior to the time appointed for voting. If the proxy form is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to be signed must be verified by a notary. The power of attorney or other authorization documents verified by the notary must be deposited together with the proxy form at the domicile of the Company or other location designated in the notice convening the meeting.

A legal person shareholder shall attend the general meeting of the Company by its legal representatives or persons authorized by the resolution of its board or other decision-making body.

If the shareholder is an accredited clearing house (or its proxy) as defined under the Securities and Futures Ordinance of Hong Kong or relevant provisions of the laws of Hong Kong in effect from time to time, the shareholder may appoint one or more persons as its proxy at the general meeting. However, if more than one person is appointed, the power of attorney shall specify the number and class of the shares relating to each such proxy. Such person so appointed may represent the accredited clearing house (or its proxy) (no shareholding voucher, notarized authorization and/or further evidence to the duly authorization is required) as if such person is an individual shareholder of the Company and enjoys the same legal rights as those of other shareholders, including the rights to speak and vote.

Article 28
Any form issued to a shareholder by the Board for use by him/her for appointing a proxy shall allow the shareholder to freely instruct the proxy to cast vote in favour of or against each resolution dealing with the businesses to be transacted at the meeting. Such letter of authorization shall contain a statement that in the absence of instructions by the shareholder, his/her proxy may vote as he/she thinks fit.

Save as provided above, the proxy form shall also contain the following: number of shares represented by and name of the proxy; whether voting power is granted to the proxy; whether the proxy is entitled to votes for the interim resolution proposed at any general meeting; instruction of voting if voting power granted; date of appointing a proxy and the effective period for such appointment. Where a shareholder appoints more than one proxy, he/she shall specify the number of shares represented by each proxy in the proxy form.

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Where the general meeting is attended by proxy, he/she shall produce the identification card and letter of authorization signed by the appointer or its legal representative which indicates the date of appointing. Where corporate shareholder appoints its legal representative to attend the meeting, the legal representative shall produce the identification card and the copy of the notarized certified resolutions of the Board appointing the said legal representative or other authorities or other certified copy permitted by the Company.

Article 29 Where the appointer has deceased, incapacitated to act, withdrawn the appointment or the power of attorney, or where the relevant shares have been transferred prior to the voting, a vote given in accordance with the letter of authorization shall remain valid provided that no written notice of such event has been received by the Company prior to the commencement of the relevant meeting.

Article 30 The general meeting shall be convened by the Board in accordance with the law and presided over by the chairman; In the event of any inability or failure of the chairman to perform his/her duties, a director jointly elected by a majority of the directors shall preside over the general meeting.

A general meeting convened by the shareholders shall be chaired by a representative proposed by the convener(s).

When a general meeting is held and the chairman of the meeting violates these rules of procedure which makes it difficult for the general meeting to continue, subject to the approval of a majority of the shareholders having the voting rights who are present at the general meeting, a person may be elected at the general meeting to act as the chairman of the meeting.

Article 31 Any resolution passed by the general meeting in violation of laws and administrative regulations shall be void.

Where the convening procedures and the voting manner of a general meeting is in violation of law, administrative regulation, Hong Kong Listing Rules or the Articles of Association, or a resolution is in violation of the Articles of Association, shareholders may request a people's court to revoke such resolution within sixty days from the date on which the resolution was made, unless there is only a minor defect in the procedures for convening a general meeting or the Board meeting or in the manner of voting thereat, which does not materially affect the resolution.

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Chapter 5 Voting and Resolutions at the General Meeting

Article 32

The resolutions of the general meeting shall be classified as ordinary resolutions and special resolutions.

Ordinary resolutions put forward in the general meeting shall be adopted by a simple majority of shareholders (including their proxies) with voting rights attending the meeting.

Special resolutions put forward in the general meeting shall be adopted by above two-thirds of the shareholders (including their proxies) with voting rights attending the meeting.

A shareholder (including his proxy) attending the meeting shall vote in favor of or against, or abstain from voting on each resolution relating to every matter which has been put to vote at the relevant meeting. If a ballot is blank, marked erroneously, illegible or has not been cast, the voter shall be deemed to have waived his or her right to vote and the voting results for the number of shares that he or she holds shall be recorded as "Abstained". When the Company counts the votes in respect of the relevant matter, the abstention vote shall be counted as votes with voting rights and participated in the poll.

Article 33

Shareholders (including their proxies), when voting at a general meeting, shall exercise the voting rights with respect to the number of voting shares represented by them, and each share shall have one vote. However, the shares of the Company held by the Company do not have any voting rights, and such shares are not counted in the total number of voting shares upon attendance at a general meeting.

When matters in relation to a connected transaction are considered at a general meeting, the connected shareholders shall not vote, and the voting shares represented by them shall not be counted in the total number of valid voting shares, if required by applicable laws, regulations, regulatory documents and the Hong Kong Listing Rules. The announcement of the resolution made at the general meeting shall adequately disclose information relating to voting by unconnected shareholders.

Pursuant to the applicable laws, regulations, regulatory documents and the Listing Rules of the Hong Kong Stock Exchange, in the event that any shareholders are required to abstain from voting on any particular resolution, or are restricted to voting only for (or only against) any particular resolution, any votes cast by or on behalf of such shareholders in contravention of any such requirement or restriction shall not be counted.

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Article 34 Unless the chairman of the meeting decides on the principle of good faith to allow the resolutions purely related to procedures or administrative matters to be voted by a show of hands, the general meeting shall adopt vote by way of poll.

Article 35 A poll demanded on such matters as the election of chairman of the meeting or the adjournment of the meeting shall be taken forthwith. A poll demanded on any other matters shall be taken at such time as the chairman may decide, and the meeting may proceed to discuss other matters, while the results of the poll shall still be deemed to be a resolution of that meeting.

Article 36 On a poll taken at a meeting, a shareholder (including his or her proxy) entitled to two or more votes need not cast all his or her votes for or against in the same way.

Article 37 When the number of votes against and for a resolution is equal, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a casting vote.

Article 38 The following matters shall be approved by way of ordinary resolutions at a general meeting:

(I) work reports of the Board;

(II) plans for profit distribution and recovery of losses prepared by the Board;

(III) appointment and dismissal of the members of the Board, and their remuneration and payment methods;

(IV) annual report of the Company;

(V) matters other than those which shall be passed by special resolutions as specified by laws, administrative regulations or the Articles of Association.

Article 39 The following matters shall be approved by way of special resolutions at a general meeting:

(I) increase or reduction in the registered capital of the Company;

(II) any division, merger, dissolution and liquidation or any changes in the form of the Company;

(III) any amendment to the Articles of Association;

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(IV) any purchase or sale of major assets or any provision of guarantee within any one year in an amount in excess of 30% of the Company’s audited total assets in the latest period;

(V) any equity incentive scheme;

(VI) other matters for which special resolutions shall be passed as required by laws, administrative regulations, the Hong Kong Listing Rules or the Articles of Association, and identified by an ordinary resolution of the general meeting as having a significant impact on the Company.

Article 40 When the general meetings are held, all directors and secretary of the Board of the Company shall attend the general meetings, and the general manager and other senior management shall also attend the meetings on a non-voting basis.

Article 41 The chairman of the meeting shall determine based on the voting result whether a resolution at a general meeting is passed. His or her decision is final and conclusive, and he/she shall announce the voting result at the meeting and record it in the minutes of the meeting.

Article 42 At a general meeting, the approach and procedures for nomination of directors are as follows:

(I) Shareholder(s) severally or jointly holding one percent or more of the total outstanding issued voting shares of the Company may, by way of a written proposal, propose to the general meeting about the candidates for directors. However, the number of candidates proposed shall comply with the provisions of the Articles of Association, and shall not be more than the number of candidates to be elected. The aforesaid proposal put forward by shareholders to the Company should be served to the Company at least seven days before the convening of the general meeting.

(II) Within the number of head count as specified by the Articles of Association and based on the proposed number of candidates to be elected, the directors may propose a list of candidates for directors, which shall be submitted to the Board for examination. After the list of candidates for directors is determined upon examination and adoption of resolutions by the Board, the list should be proposed at a general meeting by way of a written proposal.

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(III) A written notice on the intention of nominating a candidate for director and on the nominee's willingness to accept the nomination, and the relevant written materials of the nominee shall be given to the Company not less than seven days prior to the date of the general meeting (such seven-day period shall commence no earlier than the second day after the issue of the notice of the meeting at which the election shall be conducted and end no later than 7 days prior to the date of the general meeting). The Board shall provide shareholders with the resumes and basic information of the candidates for directors.

(IV) The period given to the Company for nominating candidates for directors and the period for the nominees to submit the aforesaid notice and documents (such period shall commence from the day following the date of the notice of the general meeting) shall be no less than seven days.

(V) The general meeting shall vote on each candidate for director one by one.

(VI) In the case of any ad hoc addition to or change in any director in need, the Board shall propose at the general meeting for the election or replacement of a director.

Article 43 If the chairman of the meeting has any doubt as to the result of a resolution put to the vote of the meeting, he/she may have the votes counted. If the chairman of the meeting fails to have the votes counted, any shareholder who attends in person or by proxy and objects to the result announced by the chairman of the meeting may demand that the votes be counted immediately after the declaration of the result, and the chairman of the meeting shall have the votes counted promptly.

Article 44 If votes are counted at the general meeting, the counting result shall be recorded in the minutes of the meeting.

The minutes of the meeting together with the attendance records signed by the attending shareholders and proxy forms shall be kept at the address of the Company.

Article 45 Copies of the minutes shall be available to inspection during office hours of the Company to any shareholders without charge. If a shareholder demands from the Company a copy of such minutes hereof, the Company shall send a copy to him/her/it within seven days upon verifying the identity of the shareholder and receiving reasonable charges as may be imposed.

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Chapter 6 Meeting Sign-in

Article 46 The register of attendees of the meeting shall be prepared by the Company. Such register of the meeting shall specify such information as the name, identity card number, residential address of, number of voting shares held or represented by the persons (or units) attending the meeting, and name of the persons (or units) the proxy represent(s).

Article 47 The registered shareholders shall present their identity certificate and sign on the attendance book.

The unregistered shareholders shall not attend the general meeting in principle. Upon special approval of the chairman of the meeting, the unregistered shareholders shall submit the documents specified in these rules of procedure and may attend the general meeting after signing on the attendance book if they meet the requirements specified in the notice of the meeting upon examination.

Article 48 Shareholders shall arrive at the venue prior to the meeting and latecomers shall be allowed to attend with the permission of the chairman of the meeting.

Chapter 7 Disciplines of the General Meeting

Article 49 Shareholders of the Company who have completed registration procedures, or their proxies, directors, senior management, as well as guests and reporters invited by the Board or proposed shareholders can attend the general meeting. Admission of any other person is not allowed.

Article 50 The chairman of the general meeting may require the following persons to exit from the meeting:

(I) ineligible attendees;
(II) persons who disrupt the meeting's order;
(III) persons who dress in an indecent way;
(IV) persons who carry weapons or hazardous materials;
(V) other circumstances deemed necessary.

The chairman of the general meeting may take necessary actions to force the aforementioned persons who defy the order of exit to leave the meeting.

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Article 51 Upon the consideration of proposals, only shareholders or their proxies have the right to speak and other attendees shall not be allowed to ask questions or speak. The speaker, whether shareholders or their proxies, shall raise hand to ask for approval of the chairman and then speak at his seat or a designated seat.

When more than one shareholder or proxy raise hands, the chairman shall appoint speakers.

The chairman shall specify speaking time limit and times for each speaker on a practical basis. Speech of shareholders shall not be interrupted within the time limit to ensure sufficient speaking right of shareholders.

The chairman may refuse or stop shareholders or their proxies who breach such speaking provisions specified in the preceding three paragraphs.

Directors, general manager, other senior management member of the Company and those approved by the chairman may speak.

Article 52 Speaking shareholders or proxies shall introduce their shareholder identity, the individuals or entities they represent, and the number of shares held before giving opinions.

Article 53 The general meeting shall be convened by adhering to the principles of cost-saving and simplicity. No additional economic benefits shall be granted to the shareholders (or their proxies) attending such a meeting.

Article 54 The Board of the Company shall take measures to ensure the normal order of the general meeting. Those that disrupt the order of the meeting, cause trouble and infringe upon the lawful interests of other shareholders shall be reported to the public security authorities in accordance with relevant laws and regulations; if the circumstances are serious and constitute a crime, criminal liability shall be pursued according to law.

Chapter 8 Adjournment and Conclusion of the General Meeting

Article 55 The chairman of the meeting has the right to announce an adjournment of the meeting based on the progress and timing of the meeting. The chairman of the meeting may also announce an adjournment if deemed necessary.

Article 56 The chairman of the meeting can only announce the conclusion of the meeting when the voting results of all proposals announced at the general meeting receive no objection from shareholders.

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Chapter 9 Implementation of Resolutions of the General Meeting and Information Disclosure

Article 57 The Board is responsible for the implementation of the resolutions passed at the General Meeting and the general manager of the Company will be designated to organize relevant staff to implement the resolutions in detail.

Upon conclusion of a general meeting, disclosure shall be made in accordance with the Hong Kong Listing Rules and other relevant laws, regulations, and regulatory documents. Prior to disclosure of information, shareholders and those present at the meeting, as well as recorders and service staff, are obligated to keep the resolutions confidential.

Article 58 The chairman of the Board of the Company shall supervise and inspect the implementation of the resolutions of the general meeting, and may, when necessary, convene an ad hoc meeting of the Board to receive and consider a report on the implementation of the resolutions of the general meeting.

Chapter 10 Supplementary Rules

Article 59 Any matters not covered herein shall be implemented in accordance with the Articles of Association, the Hong Kong Listing Rules and other relevant laws, regulations and regulatory documents.

Article 60 Where these rules of procedure are inconsistent with the Articles of Association, the Hong Kong Listing Rules and other relevant laws, regulations and regulatory documents, the Articles of Association, the Hong Kong Listing Rules and other relevant laws, regulations and regulatory documents shall prevail.

Article 61 These rules of procedure shall become effective from the date of submission by the Board to the general meeting for review and approval.

Article 62 The Board of the Company shall be responsible for the interpretation of these rules of procedure.

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2. RULES OF PROCEDURE FOR MEETINGS OF DIRECTORS

Voicecomm Technology Co., Ltd.

Rules of Procedure for Meetings of Directors

Chapter 1 General

Article 1 In order to further regulate the discussion methods and decision-making procedures of the board of directors (hereinafter referred to as “Board”) of Voicecomm Technology Co., Ltd. (hereinafter referred to as “Company”), urge the directors and the Board to effectively fulfill their obligations, enhance the standard operation and scientific decision-making levels of the Board and improve the governance structure of the legal person of the Company, these rules of procedure are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as “Company Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (hereinafter referred to as “Trial Measures”), the Guidelines for the Articles of Association of Listed Companies (hereinafter referred to as “Guideline on Articles”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Listing Rules”), and other applicable laws, regulations and regulatory documents, and the Articles of Association of Voicecomm Technology Co., Ltd. (hereinafter referred to as “Article of Association”), etc.

Article 2 The meetings of the Board are divided into regular meetings and ad hoc meetings. The Board shall convene regular meetings, once each year. The meeting shall be convened by the chairman of the Board. The meeting notice shall be delivered to all directors in writing 14 days before the date of the meeting. If necessary, the meeting notice shall also be sent to the general manager and other senior management.

Article 3 Shareholders representing more than 1/10 of voting rights of the Company, more than one-third of all directors may propose to convene an ad hoc meeting of the Board. The chairman shall convene and chair a board meeting within 10 days from the receipt of such request. The chairman of the Board may also convene an ad hoc board meeting when it deems it necessary.

Chapter 2 Proposal of the Board

Article 4 Before giving the notice on convening a regular meeting of the Board, the secretary of the Board or staff designated by him or her shall fully consult all directors to form the initial proposal and then submit it to the chairman for approval.

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The chairman, if necessary, shall consult the general manager or other senior management before finalizing the proposal.

Where an ad hoc meeting is proposed as preceding article stipulates, a written proposal shall be presented to the chairman directly or through the secretary of the Board or staff designated by him or her. The content of the proposal shall fall within the scope of the functions and powers of the Board specified in the Articles of Association. The materials relevant to the proposal should be submitted together.

Article 5 Upon receiving the above written proposal and relevant materials, the secretary of the Board or staff designated by him or her shall present them to the chairman on the same day. If the chairman believes the proposal is not clear or specific, or the related materials are inadequate, the proposer may be requested to make modification or supplement.

The chairman shall convene and chair a board meeting within 10 days from the receipt of such request.

Article 6 The meeting of the Board shall be convened and chaired by the chairman. In the event that the chairman is incapable of performing or does not perform his or her duties, a directors nominated by more than half of the directors shall convene and chair.

Chapter 3 Notice of the Meeting

Article 7 The notice on convening any ad hoc meeting of the Board shall be delivered in writing 24 hours before the convening of the meeting to all directors, the general managers, and if necessary, other senior management of the Company.

Article 8 The notice of a regular meeting and an ad hoc meeting of the Board shall set out the reasonable details of the agenda of such meeting, and shall at least include the following:

(I) time and place of the meeting;
(II) duration of the meeting;
(III) reasons and issues of discussion;
(IV) date on which the notice is given.

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Article 9
After the written notice of the regular meeting of the Board is issued, if the meeting date, venue or any other item needs to be changed, or the meeting proposal needs to be supplemented, modified or cancelled, a change notice shall be given in writing three days prior to the originally scheduled meeting date to specify the reasons and contents of the new proposal as well as the relevant materials. If the change notice is given within three days prior to the originally scheduled meeting date, the meeting shall be postponed accordingly or convened on new schedule upon the approval of all directors who will attend the meeting.

After the notice of the ad hoc meeting of the Board is issued, if the meeting date, venue or any other item needs to be changed, or the meeting proposal needs to be supplemented, modified or cancelled, a prior approval from all directors who will attend the meeting shall be obtained and the corresponding records shall be made.

Chapter 4 Personal Attendance and Appointed Attendance

Article 10
Directors shall attend Board meetings in person. Where a Director is unable to attend a meeting for any reason, he may by a written power of attorney appoint another Director to attend the meeting on his behalf. The power of attorney shall include the name of the proxy, the subject and scope of authorization and validity of the time limit of the proxy, which shall be signed or officially sealed by the authorizing party.

A Director appointed as the representative of another Director to attend the meeting shall exercise the rights of a Director within the scope of authority conferred by the appointing Director. Where a Director is unable to attend a Board meeting and has not appointed a proxy to attend the meeting on his behalf, he shall be deemed to have waived his right to vote at the meeting.

Article 11
If a director attends the meeting and makes no statement before or during the meeting that he/she does not receive the notice of the meeting, he/she is deemed to have received the notice of the meeting.

The regular meeting and ad hoc meeting of the Board may be held by telephone or other similar communications equipment. As regards such meeting, as long as the directors attending the meeting may hear the others speak and communicate with each other, all of the directors attending the meeting shall be deemed as attending the meeting in person.

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Chapter 5 Convening of the Meeting

Article 12 A Board meeting shall be attended by more than half of the directors. In determining whether there is quorum for a meeting, directors with material interests in the relevant contracts, transactions or arrangements shall not be counted.

Article 13 The Board meeting shall be voted with names and each director has one vote. Unless otherwise provided by law, administrative regulations and the Articles of Association, resolutions of the Board shall be passed by more than half of all directors, directors who have material interests in relevant contract, transaction and arrangement shall abstain from voting.

In the case of an equality of votes, the chairman shall have a casting vote.

Article 14 A director with connected relationship with the companies involved with any matters in the resolution of the Board shall neither exercise the voting right for the resolution, nor exercise the voting right on behalf of any other directors. Such meeting of the Board shall only proceed if more than half of directors with no connected relationship present at the meeting. The resolutions of the meeting of the Board shall be passed by votes of more than half of directors with no connected relationship. In case there is less than three directors with no connected relationship present in the meeting, the matter shall be submitted to the general meeting for review.

Article 15 In respect of any important issue to be decided by the Board, a notice and adequate information shall be sent to all directors before the deadline specified in the Articles of Association, in strict accordance with the specified procedure. Directors may require providing supplementary information. If more than one fourth of the directors or more than two independent non-executive directors think they cannot make judgments on relevant issues because the documents are inadequate or for other reasons, they can jointly propose to adjourn the Board meeting or suspend considering some issues, and the Board shall approve such proposal.

Article 16 When the Board makes a resolution relating to a connected transaction of the Company, the resolution shall be signed by the independent non-executive directors before it becomes effective.

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Article 17 Unless otherwise regulated by laws, regulations and regulatory documents or the Listing Rules of the Hong Kong Stock Exchange, the Board may accept the written proposals in lieu of convening Board meetings, but the draft of such proposals shall be delivered to each director through direct delivery, post, fax or e-mail. If the Board has distributed the resolutions to all directors, the number of directors signing to consent the resolutions has reached the quorum, and the signed documents of the consent have been sent to the secretary of the Board through the above method, the motion will be deemed as a resolution passed by the Board, with the same legal force as the resolutions passed in the meetings of the Board convened according to the procedures regulated in relevant provisions of the Articles of Association.

The regular meetings of the Board shall not be convened in the manner provided in the first paragraph of this Article.

Article 18 The Board shall make a record of the decisions on the matters to be discussed at the meeting, and the directors and the recorder present at the meeting shall sign the minutes. Minutes of the meetings of the Board shall be kept as company records. The directors shall be liable for the resolutions of the Board. Where the resolutions of the Board violates laws, administrative regulations or the Articles of Association, causing the Company to suffer serious losses, the directors participating in such resolutions shall be liable for compensation to the Company. However, where it is proved that he/she has expressed dissent at the time of voting and recorded it in the minutes of the meeting, such director may be exempted from liability.

Article 19 The chairman of the meeting shall suggest the directors present at the meeting of the Board to express clear opinions on each proposal.

Article 20 Where a director or representative obstructs the normal conduct of the meeting or affects the speech of other directors, the chairman of the meeting shall stop it in a timely manner.

Article 21 Except with the unanimous consent of all directors present, the meeting of the Board shall not vote on the proposals not included in the notice of the meeting. Where a director accepts the entrustment of other directors to attend the meeting of the Board on his/her behalf, he/she shall not vote on the proposals not included in the notice of the meeting on behalf of other directors.

Article 22 The directors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of a full understanding of the situation.

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Article 23 The directors may, before the meeting, obtain the information necessary for decision-making from the secretary of the Board, the convener of the meeting, the general manager and other senior management, the special committees of the Board, accounting firms, law firms and other relevant personnel and institutions, and may also suggest to the chairman of the meeting that representatives of the above-mentioned persons and institutions be invited to attend the meeting to explain the relevant situation during the meeting.

Article 24 After each proposal has been fully discussed, the chairman of the meeting shall submit it to the directors for voting in a timely manner.

After the voting of the directors present at the meeting is completed, the secretary of the Board or the staff designated by the Board shall collect the votes of the directors in a timely manner, and the staff designated by the Board shall conduct the statistics under the supervision of a member of the audit committee of the Board.

Where a meeting is convened on-site, the chairman of the meeting shall announce the statistical results on the spot. In other cases, the chairman of the meeting shall request the staff designated by the Board to notify the directors of the voting results before the next working day after the end of the prescribed voting deadline.

Article 25 Where the director votes after the chairman of the meeting announces the voting results or after the end of the prescribed voting deadline, his/her voting shall not be counted.

Article 26 Except as otherwise provided in these rules of procedure, where the Board considers and passes the proposal of the meeting and forms relevant resolution thereon, more than half of the directors of the Company shall vote for such proposal.

Where laws, administrative regulations, and the Articles of Association stipulate that the Board shall obtain the consent from more directors for forming a resolution, such provisions shall be followed.

Where there is a contradiction in the content and meaning of different resolutions, the resolution that was later in the time of formation shall prevail.

Article 27 The Board shall act in strict compliance with the authorization of the general meeting and the Articles of Association, and shall not act beyond its authority to form a resolution.

Article 28 The meeting of the Board convened on-site and by ways of video, telephone, etc., may be recorded as necessary.

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Article 29 The secretary of the Board shall be responsible for recording the meetings of the Board. The minutes of the meeting shall include the following:

(I) Date, place and name of convener of the meeting;

(II) Names of the directors present at the meeting and the names of the directors (proxies) who are entrusted by others to attend the meetings of the Board;

(III) Agenda;

(IV) Highlights of the director’s speech;

(V) Voting manner and result on each resolution (the voting result shall indicate the number of votes for, against or abstain).

Article 30 Except for meeting minutes, the secretary to the Board shall, if needed, arrange personnel designated by him/her to make a meeting summary in respect of the general state of the meeting, and make a separate record of resolutions in respect of the resolution formed at the Board meeting based on the voting result.

Article 31 Directors attending the meeting shall confirm and sign on the meeting minutes and the record of resolutions on their own behalf or on behalf of directors entrusting them. Directors dissenting from the meeting minutes or the record of resolutions shall make a written statement at the time of signing.

Chapter 6 Implementation of the Resolutions and Information Disclosure

Article 32 The chairman of the Board shall urge relevant personnel to implement the Board resolutions, examine the implementation of the resolutions, and report the implementation status of the relevant formed resolutions at the subsequent Board meetings.

Article 33 Announcements of the resolutions of the Board meetings shall be handled by the secretary to the Board in accordance with the Hong Kong Listing Rules and other relevant laws, regulations and regulatory documents. Directors attending the meeting, personnel present as non-voting participants, clerks and servants shall have the obligation to keep the content of resolutions confidential before disclosure of the announcement of the resolutions.

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Chapter 7 Preservation of the Meeting Files

Article 34 The Board meeting files shall include the notification of the meeting, meeting materials, the attendance book of the meeting, the power of attorney authorizing directors to attend the meeting on behalf, sound archives of the meeting, votes, meeting minutes confirmed and signed by directors attending the meeting, the meeting summary and the record of the resolutions, which shall be kept by the secretary to the Board.

Article 35 Preservation period of the Board meeting files shall not be less than 10 years as far as the Company continues to exist.

Chapter 8 Supplementary Rules

Article 36 The terms "above" as stated in these rules of procedure shall include the given figure, and the terms "more" or "exceed" shall exclude the given figures.

Article 37 Any matters not covered herein shall be implemented in accordance with the Articles of Association, the Hong Kong Listing Rules and other relevant laws, regulations and regulatory documents.

Article 38 Where these rules of procedure are inconsistent with the Articles of Association, the Hong Kong Listing Rules and other relevant laws, regulations and regulatory documents, the Articles of Association, the Hong Kong Listing Rules and other relevant laws, regulations and regulatory documents shall prevail.

Article 39 These rules of procedure shall become effective from the date of submission by the Board to the general meeting for review and approval.

Article 40 The Board of the Company shall be responsible for the interpretation of these rules of procedure.

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3. WORKING SYSTEM FOR INDEPENDENT NON-EXECUTIVE DIRECTORS

Voicecomm Technology Co., Ltd.

Working System for Independent Non-executive Directors

Chapter 1 General

Article 1 In order to improve the governance structure of Voicecomm Technology Co., Ltd. (hereinafter referred to as "Company"), promote the Company's standardized operation, and protect the interests of the Company and its shareholders, these rules are formulated in accordance with the Company Law of the People's Republic of China, the Articles of Association of Voicecomm Technology Co., Ltd. (hereinafter referred to as "Articles of Association"), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as "Hong Kong Listing Rules"), and other relevant requirements, while considering the actual circumstances of the Company.

Article 2 An independent non-executive director refers to a director who takes no other positions in the Company except as a director, and has no relation with the Company and its substantial shareholders that may hinder its ability to make independent and objective judgments. The qualifications of independent non-executive directors are subject to the requirements of the Hong Kong Listing Rules and the approval by the relevant regulatory authorities.

Article 3 Independent non-executive directors have obligations of loyalty and diligence to the Company and all shareholders. Independent non-executive directors shall earnestly perform their duties, safeguard the overall interests of the Company, and particularly protect the legitimate rights and interests of minority shareholders according to requirements of relevant laws, administrative regulations, the Hong Kong Listing Rules, the Articles of Association and these rules. Independent non-executive directors shall contribute positively to the formulation of strategies and policies of the Company by providing independent, constructive, and well-founded advice.

Article 4 Independent non-executive directors shall perform their duties independently, without any influence of the Company's substantial shareholders, actual controllers, or other entities or individuals who have interests in the Company.

Article 5 Independent non-executive directors shall ensure that they have sufficient time and effort to effectively perform their duties as independent non-executive directors.

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Article 6 At least one third (at least 3) of the board of directors (hereinafter referred to as "Board") of the Company shall be comprised of independent non-executive directors. The independent non-executive directors shall include at least one member who possesses appropriate professional qualifications or relevant expertise in accounting or financial management. At least one independent non-executive director of the Company shall permanently reside in Hong Kong.

Article 7 If any independent non-executive director fails to meet conditions for the qualifications and independence specified in the Hong Kong Listing Rules or encounters any other circumstances inappropriate for him or her to fulfill his or her duties such that the number of independent non-executive directors of the Company falls below the quorum in the Articles of Association, the Company shall inform the Hong Kong Stock Exchange immediately, and explain the relevant details and reasons by way of announcement. The Company shall, within three months of the non-compliance, restore the number of independent non-executive directors to meet the requirements of the Hong Kong Listing Rules.

Article 8 Independent non-executive directors and individuals intending to act as independent non-executive directors shall participate in training recognized by the Hong Kong Listing Rules and other laws and regulations in accordance with requirements thereof.

Chapter 2 Qualifications for Independent Non-executive Directors

Article 9 Persons serving as independent non-executive directors of the Company shall meet the following basic conditions:

(I) being qualified to serve as a director of the Company in accordance with the Company Law, the Hong Kong Listing Rules, as well as other relevant laws, regulations and regulatory documents;

(II) having the independence required by the Hong Kong Listing Rules;

(III) possessing the basic knowledge of the operation of a listed company, and being familiar with relevant laws, administrative regulations, regulations and rules;

(IV) other conditions stipulated by the Articles of Association and the Hong Kong Listing Rules.

Article 10 The independent non-executive director shall have independence and the following persons may not serve as independent non-executive directors:

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(I) The person who holds more than 1% of the total issued share capital of the Company (including shares available under employee stock ownership plans, convertible securities or options);

(II) The person or his/her immediate family member (as defined under the Hong Kong Listing Rules, the same below) has obtained any securities interest in the Company (other than those permitted under the Hong Kong Listing Rules) from the core connected person of the Company or the Company itself through gifts or other financial assistance (other than shares received from the Company as part of his/her director's fees or under employee stock ownership plans);

(III) The person or his/her immediate family member is the director, partner or principal of professional consultant who is providing services to the following companies/persons or did so within two years before being appointed, or is or was an employee of the professional consultants who is engaged, or has been engaged within the same period, in the provision of relevant services to the following companies/persons:

the Company, its holding company or any of their respective subsidiaries or core connected persons; or
any person who was the controlling shareholder of the Company within two years prior to being proposed to be an independent non-executive director, or (if the Company does not have a controlling shareholder) any person who was once the chief executive officer or director of the Company (other than an independent non-executive director) or any of his/her close associates;

(IV) The person or his/her immediate family member currently, or within one year prior to such person being proposed to be an independent non-executive director, has or had material interests in any principal business activities of the Company, its holding company or their respective subsidiaries, or is or was involved in material business transactions with the Company, its holding company or their respective subsidiaries or with any core connected persons of the Company;

(V) The person serves as a member of the Board in order to protect a certain entity whose interests are different from the interests of shareholders as a whole;

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(VI) The person or his/her immediate family member has or within two years prior to the date of such person being proposed to be an independent non-executive director had the connected relationship within the meaning defined under the Hong Kong Listing Rules with directors, the chief executive officer or substantial shareholders of the Company;

(VII) The person or his/her immediate family member is (or once was within two years prior to the date of such person being proposed to be a director) an executive officer or a director (save for an independent non-executive director) of the Company, its holding company or any of their respective subsidiaries or any core connected persons of the Company;

(VIII) The person or his/her immediate family member is financially dependent on the Company, its holding companies or any of their respective subsidiaries or the core connected persons of the Company.

Article 11 Upon commencement of an independent non-executive director’s term of office, if any change could affect his/her independence, such independent non-executive director shall inform the Company and the Hong Kong Stock Exchange as soon as possible and confirm his/her independence to the Company annually. The Company shall disclose the receipt of confirmation from the independent non-executive directors in its annual report and explain whether the Company still considers such independent non-executive directors to be independent.

Chapter 3 Nomination, Election and Change of Independent Non-executive Directors

Article 12 The Company’s Board, the Audit Committee of the Board or shareholders individually or jointly holding more than 1% of the issued shares of the Company (hereinafter referred to as “nominator(s)”) may nominate candidates for the office of independent non-executive directors to be elected at a general meeting.

Article 13 Before nominating a candidate for election as an independent non-executive director, the nominator shall first obtain the consent of the nominee and shall have a full knowledge of the nominee’s information such as profession, educational background, professional title, detailed working experience and all other posts he or she concurrently holds, and shall also be responsible for providing his or her opinion in connection with the qualifications and independence of such nominee acting as an independent non-executive director. The nominee shall make a public statement that he or she has no relationship with the Company that may affect his or her independent objective judgment. The Board of the Company shall make a public announcement in respect of such content set forth above prior to holding the general meeting for election of independent non-executive directors.

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Article 14 After the election and appointment at the general meeting, an independent non-executive director, according to relevant regulations of the Hong Kong Listing Rules, shall submit the H Form of Statement and Commitment of Directors to the Hong Kong Stock Exchange as soon as possible and submit a written confirmation which explains the following matters:

(I) Confirm the independence in relation to each of the factors as stated in relevant terms of these rules and the Hong Kong Listing Rules;

(II) Confirm that he or she has a past or current financial or other interests in the businesses of the Company or its subsidiaries, or has any connection, if any, with any core connected personnel of the Company (as defined in the Hong Kong Listing Rules);

(III) There are no other factors that may affect his or her independence when submitting the H Form of Statement and Commitment of Directors.

Article 15 Each term of the independent non-executive directors is identical to the term of other directors, and shall be eligible for re-election upon expiration of their term. However, the consecutive terms may not exceed nine years. Where an independent non-executive director has been in office for over nine years, whether he or she can be re-appointed shall be decided at the general meeting in the form of a standalone resolution in accordance with the Hong Kong Listing Rules; documents accompanying the resolution to shareholders shall set forth why the Board consider such person is still an independent person and the reason for re-election.

Article 16 In the case where an independent non-executive director fails to attend the Board meetings in person for three consecutive times, and fails to appoint other directors to be present, and he or she has other serious failure to perform his or her duties, the Board or the Audit Committee of the Board may propose to the general meeting to replace the independent non-executive director. Nevertheless, he or she shall not be unreasonably dismissed from office before the expiry of the term except in the situation aforesaid or other circumstances stated in the Company Law or the Hong Kong Listing Rules under which certain person is disqualified to be the independent non-executive director. If an independent non-executive director is dismissed in advance, the Company shall deem it as a special matter to be disclosed. Where the independent non-executive director considers the grounds for removal inappropriate, he or she may make a public statement.

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Article 17 An independent non-executive director may tender resignation before the expiry of his or her term of office. He or she should deliver a written resignation letter to the Board, which explains any circumstances that are relevant to his or her resignation or that he or she considered necessary for the shareholders and creditors of the Company to pay attention.

Article 18 In the event that minimum requirements for the number of independent non-executive directors under these rules, the Hong Kong Listing Rules and the Articles of Association are not met as a result of the resignation or dismissal of the independent non-executive directors or otherwise, the Board shall notify Hong Kong Stock Exchange immediately and publish an announcement, setting forth the relevant details and reasons, and shall appoint enough independent non-executive directors within three months upon non-compliance with such requirements.

Chapter 4 Rights and Obligations of Independent Non-executive Directors

Article 19 As a member of the Board, an independent non-executive director shall enjoy the same status as other directors. The Company shall provide the working conditions necessary for the independent non-executive director to perform his/her duties, ensure that the independent non-executive director enjoys the same right to know as other directors, and the secretary of the Board and other relevant personnel of the Company shall actively cooperate when the independent non-executive director exercises his/her functions and powers.

Article 20 Independent non-executive directors shall account for more than half of the members in the remuneration committee, audit committee and nomination committee set up under the Board of the Company. The audit committee and remuneration committee must be chaired by an independent non-executive director.

Article 21 An independent non-executive director shall perform his/her duties independently and shall not be influenced by the Company's substantial shareholders or actual controllers or connected persons having interests with the Company and its substantial shareholders or actual controllers.

Article 22 Independent non-executive directors shall attend the general meeting and have an impartial understanding of the opinions of the shareholders of the Company.

Article 23 Independent non-executive directors shall hold a meeting with the chairman of the Board at least once a year at which no other directors are present.

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Article 24 An independent non-executive director shall attend the meetings of the Board and relevant special committees on a regular and timely basis, actively participate in the meetings, carefully read the meeting documents, take the initiative to investigate and obtain the condition and information necessary for making decisions, and express clear opinions on the matters under consideration in a normal, reasonable and prudent manner and act diligently and contribute to the Company through his/her professional knowledge, skills and background.

If the Board considers that a substantial shareholder or director has a material conflict of interest in a matter to be considered by the Board, the matter shall be resolved by holding an on-site meeting of the Board (rather than by written resolution). If neither the independent non-executive directors nor their close associates have a material interest in the transaction, they shall attend such board meeting.

Article 25 If an independent non-executive director is unable to attend the board meeting in person for some reason, he or she shall prudently select a proxy and entrust another independent non-executive director in writing to attend the meeting on his/her behalf. The proxy shall bear legal liability independently.

Article 26 Independent non-executive directors shall read the Company's operations and financial reports and public media reports on the Company carefully, timely understand and continue to pay attention to the Company's operation and management status and major events that have occurred or may occur and their impacts, and report the problems in the Company's business activities to the Board in a timely manner, and not shirk responsibility on the grounds of not directly engaging in operation and management, or not knowing relevant problems and circumstances.

Article 27 An independent non-executive director shall express objective and impartial independent opinions on matters discussed at the general meeting or the board meeting of the Company, and shall, in particular, express opinions to the Board, the Board committees or the general meeting on the following matters:

(I) connected transactions under the Hong Kong Listing Rules necessary to be reviewed by the independent non-executive directors and/or for which the independent non-executive directors shall issue an opinion;

(II) other major transactions under the Hong Kong Listing Rules necessary to be reviewed by the independent non-executive directors and/or for which the independent non-executive directors shall issue an opinion;

(III) matters that, in the opinion of the independent non-executive directors, may damage the rights and interests of minority shareholders;

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(IV) matters that, in the opinion of the independent non-executive Directors, may cause significant losses to the Company;

(V) other matters stipulated by laws, regulations, regulatory documents, the Hong Kong Listing Rules, requirements of the securities regulatory authorities of the place where the shares of the Company are listed or the Articles of Association.

Article 28 Independent non-executive directors shall clearly express the following opinions on the matters referred to in the preceding paragraph:

(I) approval;

(II) reservations and the reasons;

(III) objections and the reasons;

(IV) opinions that could not be expressed and the obstacles.

The opinions of the independent non-executive directors to the Board shall be stated in the minutes of the Board meeting.

Article 29 Where the independent non-executive director independently engage an external audit or advisory institution, matters such as the intermediary institution to be engaged and works to be performed shall be submitted to the Board in writing for its acknowledgement, and the reasonable expenses incurred shall be borne by the Company.

Article 30 The Company shall provide independent non-executive directors with remunerations and allowances. A standard for the payment shall be made by the Board or the Remuneration Committee, considered and approved at the general meeting. Except for the aforesaid remunerations and allowances, an independent non-executive director may not obtain any other benefit from the Company, any of its controlling shareholders, actual controller, or any entity or person that has related relationships with the Company.

Article 31 If an independent non-executive director resigns or the term of office expires, his/her obligations to the Company and the shareholders shall not be discharged before the resignation report becomes effective or within a reasonable period after it has become effective, and within a reasonable period after the end of the term of office. The obligation to keep the Company's trade secrets confidential remains valid after the end of their employment until the secret becomes public information. The duration of other obligations shall be determined on the basis of fairness, depending on the length of time between the occurrence of the event and departure and the circumstances and conditions under which the relationship with the Company ends.

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Chapter 5 Supplementary Rules

Article 32 The terms "above" as stated in these rules shall all include the given figures; "exceed" and "below" shall exclude the given figures.

Article 33 These rules shall become effective from the date of submission by the Board to the general meeting for review and approval.

Article 34 Any matters not covered herein shall be implemented in accordance with the Articles of Association, the Hong Kong Listing Rules and other relevant laws, regulations and regulatory documents.

Article 35 Where the Policy is inconsistent with the Articles of Association, the Hong Kong Listing Rules and other relevant laws, regulations and regulatory documents, the Articles of Association, the Hong Kong Listing Rules and other relevant laws, regulations and regulatory documents shall prevail.

Article 36 The Board of the Company shall be responsible for the interpretation of these rules.

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4. RULES GOVERNING CONNECTED TRANSACTIONS

Voicecomm Technology Co., Ltd.

Rules Governing the Connected Transactions

Chapter 1 General

To enhance the management of connected transactions of Voicecomm Technology Co., Ltd. (hereinafter referred to as "Company"), clarify the management responsibilities and division of labor, safeguard the interests of the Company's shareholders and creditors, and ensure that the connected transaction contracts entered between the Company and connected persons adhere to the principles of fairness, equity and transparency, these rules is formulated in accordance with the stipulations of relevant national laws and administrative regulations governing connected transactions, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as "Hong Kong Listing Rules"), other regulations and rules of the securities regulatory authorities and stock exchanges where the Company's shares are listed (hereinafter referred to as "Listing Rules"), and the Articles of Association of Voicecomm Technology Co., Ltd. (hereinafter referred to as "Articles of the Company").

Chapter 2 Connected Persons and Connected Relations

Article 1 The connected persons described in these rules refer to those identified in accordance with Chapter 14A of the Hong Kong Listing Rules.

Article 2 In accordance with the Hong Kong Listing Rules, the connected persons of the Company and its subsidiaries generally include the following parties unless otherwise specified therein:

(I) directors, supervisors (if appropriate), chief executives or substantial shareholders (as defined in the Hong Kong Listing Rules) of the Company or any of its subsidiaries (as defined in the Hong Kong Listing Rules);

(II) any person who has served as a director of the Company or any of its subsidiaries within the past 12 months (together with persons referred to in item (I) of this Article as the "Basic Connected Person");

(III) associates of any Basic Connected Person, including:

Where the Basic Connected Person is an individual:

(1) The spouse of the individual, and any child or step-child (natural or adopted) of the individual or his/her spouse under the age of 18 years (hereinafter referred to as "Immediate Family Member");

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(2) The trustee of any trust (excluding employee share schemes or occupational retirement plans established for a wide range of participants, and whose total equity in such plan is less than 30%) acting as trustee (the "Trustee") in favor of that individual or any Immediate Family Member thereof or, in the case of a discretionary trust, the subject of (to his/her knowledge) the discretionary trust;

(3) A controlled company (as defined in the Hong Kong Listing Rules), 30% of shares of which are held directly or indirectly by the Basic Connected Person, their Immediate Family Member and/or the trustee (individually or jointly), or any subsidiary of the company;

(4) Any person with whom he/she cohabits like a spouse, any child, step-child, parent, step-parent, sibling, step-sibling (hereinafter referred to as "Family"); or any company (as defined in the Hong Kong Listing Rules) in which a family member (individually or jointly) directly or indirectly holds or in which a family member, together with himself/herself, his/her Immediate Family Member and/or the trustee holds a majority of control, or any subsidiary of the company; and

(5) If the Basic Connected Person, their Immediate Family Member and/or the trustee jointly hold, directly or indirectly, the paid-up capital or assets of any cooperative or contractual joint venture company (whether or not the joint venture company is an independent corporation) or have an interest of 30% or more of the profit or other income of the joint venture company under the contract (or as applicable under Chinese law in relation to triggering a mandatory public offer or establishing other percentages of legal or managerial control over the enterprise), the joint venture partner of the joint venture company.

(6) Any other connected persons as required from time to time by the Hong Kong Listing Rules or recognized by The Stock Exchange of Hong Kong Limited (hereinafter referred to as "Stock Exchange").

In cases where the Basic Connected Person is a corporation:

(1) Subsidiaries, holding companies of the Basic Connected Person, or fellow subsidiaries of such holding companies (hereinafter referred to as "Affiliated Company(ies)");

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(2) Any trustee of any trust acting as trustee in favor of the Basic Connected Person or, in the case of a discretionary trust, the subject of the discretionary trust (to the Basic Connected Person's knowledge);

(3) A controlled company, 30% of shares of which are held directly or indirectly by the Basic Connected Person, the Affiliated Companies described in paragraph (1) above and/or the trustee (individually or jointly), or any subsidiary of the company; and

(4) In cases where the Basic Connected Person, its subsidiaries, holding companies, fellow subsidiaries of the such holding companies, and/or trustees jointly hold, directly or indirectly, the paid-up capital or assets of any cooperative or contractual joint venture company (whether or not the joint venture company is an independent corporation) or have an interest of 30% or more of the profit or other income of the joint venture company under the contract (or as applicable under Chinese law in relation to triggering a mandatory public offer or establishing other percentages of legal or managerial control over the enterprise), the joint venture partner of the joint venture company.

(IV) A non-wholly-owned subsidiary of the Company, where any connected persons at the corporate level have the right to exercise or control the exercise of 10% or more of the voting rights individually or jointly at the general meeting of the non-wholly-owned subsidiary (such 10% voting rights excluding any indirect interest in the subsidiary held by the connected person through the Company), and the subsidiaries of the non-wholly-owned subsidiary;

(V) Any other connected persons as required from time to time by the Hong Kong Listing Rules or recognized by the Hong Kong Stock Exchange.

Where the Hong Kong Listing Rules stipulates other special provisions, those provisions shall prevail.

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Chapter 3 Connected Transactions

Article 3

Connected transactions refer to any transfer of resources or obligations between the Company (including its subsidiaries) and connected persons, regardless of whether consideration is paid. These are determined based on the principle of substance over form and include certain categories of transactions conducted with third parties (as defined under Chapter 14A of the Hong Kong Listing Rules) that could result in benefits to connected persons via their interests in the entities involved (including connected transactions as determined by the securities regulatory authority of the place where the Company's shares are listed). Such transactions include, but not limited to, as follows:

(I) Acquisition or disposal of assets, including deemed disposals;

(II) External investments (including entrusted wealth management, entrusted loans, investments in subsidiaries, joint ventures and associates, as well as investments in trading financial assets, available-for-sale financial assets or held-to-maturity investments);

(III) Granting, accepting, exercising, transferring or terminating an option to acquire or dispose of assets or subscribe for securities, or deciding not to exercise such an option to acquire or dispose of assets or subscribe for securities;

(IV) Entering into or terminating financial leases, operating leases or sub-leases;

(V) Providing guarantees and indemnities, or providing or receiving financial assistance. "Financial assistance" includes granting credit, lending funds, or indemnifying, guaranteeing, or pledging loans;

(VI) Entrusting or being entrusted to manage assets and operations;

(VII) Donating assets or receiving the donated assets;

(VIII) Creditor's rights or debt restructuring;

(IX) Entering into licensing agreements;

(X) Transfer of research and development projects;

(XI) Entering into agreements or arrangements to establish joint ventures in any form (e.g., partnerships or incorporated entities) or entering into any other type of joint venture arrangement;

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(XII) Issuing new securities of the Company or its subsidiaries, including underwriting or sub-underwriting of securities issuances;

(XIII) Selling products or goods, including deemed sales transactions;

(XIV) Providing or receiving services or sharing services;

(XV) Purchasing or supplying raw materials, fuel or energy;

(XVI) Consignment sales or commission sales;

(XVII) Depositing or borrowing funds in/from financial institutions of connected persons;

(XVIII) Any other matters that, based on the principle of substance over form, are determined by the securities regulatory authority or stock exchange of the place where the Company's shares are listed to involve potential resource or obligation transfers under contractual arrangements;

(XIX) Any other matters being considered as connected transactions by the securities regulatory authority or stock exchange of the place where the Company's shares are listed.

Article 4 The connected transactions of the Company shall comply with the following basic principles:

(I) Principle of good faith;

(II) Principles of equality, voluntariness, equivalence and compensation;

(III) Principles of fairness, openness, impartiality and fairness;

(IV) A written agreement shall be signed between the Company and the connected person to clarify the rights, obligations and legal liabilities of both parties to the transaction, and comply with the requirements of the securities regulatory authority of the place where the Company's shares are listed and the relevant applicable provisions of listing rules of the stock exchange;

(V) The connected transaction shall be conducted on normal commercial terms (or in the case of the Company, on terms that are not unfavourable to those available to or provided by independent third parties) and the terms of such transaction shall be fair and reasonable and in the interests of shareholders as a whole;

(VI) If the connected person has the right to vote on the connected transaction at the general meeting, he/she shall abstain from voting;

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(VII) The director who has any interest in the connected person shall abstain from voting on the matter when the board of directors (hereinafter referred to as "Board") votes on such matter;

(VIII) The Board of the Company shall judge whether the connected transaction is beneficial to the Company based on objective criteria, and shall engage a professional appraiser or independent financial adviser (if necessary);

(IX) The connected transaction shall be conducive to the business development of the Company;

(X) Comply with the provisions of applicable laws, regulations and rules of relevant regulatory authorities.

Chapter 4 Pricing Principles for Connected Transaction

Article 5

Where the Company conducts a connected transaction, it shall enter into a written agreement to clarify the pricing policy for such connected transaction. In the event of a significant change in the transaction price and other major terms of the agreement during the execution of the connected transaction, the Company shall re-perform the corresponding approval procedures based on the changed transaction amount.

Article 6

The pricing of the connected transaction shall be fair and shall be implemented with reference to the following principles:

(I) Where the transaction is subject to the government pricing, the price thereof may be directly applied.

(II) Where the transaction is subject to the guidance price of government, the transaction price may be reasonably determined within the scope of the guidance price of government.

(III) Except with the implementation of government pricing or guidance price of government, where there is a comparable market price or charging standard for the transaction from independent third party, the transaction price may be determined with priority reference to such price or standard;

(IV) Where there is no comparable market price from independent third party for the connected transaction, the transaction pricing may be determined with reference to the price of the non-connected transaction between the connected party and the third party independent of the connected party;

(V) Where there is neither market price from independent third party nor an independent non-connected transaction price for reference, a reasonable constituent price may be applied as the basis for pricing. In particular, the constituent price shall be reasonable costs and expenses plus reasonable profits.

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Article 7 When determining the price of a connected transaction in accordance with the items (III), (IV) or (V) of the preceding article, the Company may adopt the following pricing methods depending on the circumstances of the connected transaction:

(I) Cost-plus method, which is priced at the reasonable costs incurred in the connected transaction plus the gross profit of the comparable non-connected transaction. It is applicable to the connected transactions such as procurement, sales, transfer and use of tangible assets, provision of services, and financing.

(II) Resale price method, which adopts the amount of the price of the goods purchased by the connected party and resold to the non-connected party less the comparable gross profit of the non-connected transaction as the fair transaction price of the goods purchased by the connected party. It is applicable to simple processing or simple purchase and sale business where the reseller has not performed substantial value-added processing on goods, such as change of the appearance, performance and structure or the trademark.

(III) Comparable uncontrolled price method, which is priced at the price charged for the same or similar business activity as a connected transaction between non-connected parties. It is applicable to all types of connected transactions.

(IV) Net transaction profit method, which determines the net profit of the connected transaction based on the profit level indicator of the comparable non-connected transaction. It is applicable to the connected transactions such as procurement, sales, transfer and use of tangible assets, and provision of services.

(V) Profit split method, which calculates the amount of profit to be distributed between the Company and its connected parties based on their contribution to the consolidated profits of connected transactions. It is applicable to the situations where the connected transactions of various parties are highly integrated and it is difficult to separately evaluate the transaction result of each party.

Article 8 The parties shall negotiate to determine and record the principles and method for determining the price of the connected transaction and explain the fairness of such pricing if the connected transaction cannot be priced in accordance with the above principles and methods. Information required to be publicly disclosed in accordance with laws and regulations shall be disclosed in a timely manner.

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Chapter 5 Decision-Making Authority for Connected Transactions

Article 9 Guarantees provided to shareholders, actual controllers, and their connected parties must be approved by the general meeting.

Article 10 The Board shall decide on the Company's connected transactions within the scope of authority delegated by the general meeting.

Article 11 Connected transactions, as defined under the Hong Kong Listing Rules, are subject to appropriate approval procedures stipulated in Chapter 14A of the Hong Kong Listing Rules.

Article 12 Connected transactions, as defined under the Hong Kong Listing Rules, are subject to calculations under the Hong Kong Listing Rules in respect of the assets, income, consideration and equity ratio of each transaction to determine the procedures and requirements to be followed by the relevant parties for such a transaction. The Stock Exchange may aggregate a series of connected transactions and treat them as a single transaction if the transactions are completed within the same 12-month period or are otherwise interrelated. Additionally, the Stock Exchange may aggregate transactions and treat them as a single transaction if, within 36 months after the transfer of control (as defined under the Codes on Takeovers and Mergers), the Company enters into a proposed transaction or other transactions involving the acquisition of assets from the same person (or group) who obtained control of the Company (excluding subsidiaries) or from their associates. In such cases, the Company is required to comply with the relevant provisions of the category to which the connected transactions belong when aggregated.

Factors considered by the Stock Exchange in determining whether to aggregate connected transactions include whether the transactions (1) are entered into by the same party or parties are otherwise interrelated; (2) involve the acquisition or disposal of securities of, or interests in, a particular Company or group of companies; (3) involve the acquisition or disposal of an integral part of an asset; or (4) in aggregate result in the Company being significantly involved in a business that was not previously part of its principal activities.

The Stock Exchange may aggregate all continuing connected transactions with the same connected person to determine the aggregated transaction category.

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Article 13 Non-exempt one-off connected transactions shall be subject to the following treatment principles:

(I) Approval from the Board of the Company must be obtained first and an announcement must be made before the trading hours on the first business day after the Board’s approval has been obtained. The principle of publication of the announcement is as follows: an announcement will be published on the website of the Stock Exchange in accordance with the requirements of the Hong Kong Listing Rules to disclose the relevant information after the terms of the transaction have been agreed.

(II) After approval by the Board and announcement, the independent financial adviser is required to give an opinion in respect of the written agreement for the transaction and submit such opinion to the independent non-executive directors’ committee for review, which is then required to convene a separate meeting and provide its opinion to the shareholders of the Company. The aforesaid opinions of the independent financial adviser and independent non-executive directors’ committee shall be included in the shareholders’ circular to be issued to the shareholders.

(III) A circular confirmed by the Stock Exchange must be dispatched to the shareholders within the time limit stipulated in the Hong Kong Listing Rules and must be available in both English and Chinese; any amendment or supplement to the circular and/or provision of relevant information should be dispatched to the shareholders not less than 10 business days prior to the general meeting.

(IV) Submission of connected transactions to the general meeting for consideration. A connected transaction is subject to the approval of the general meeting. Submission of connected transactions to the general meeting for consideration. A connected transaction is subject to the approval of the general meeting of shareholders. At such general meeting, the connected person with material interest is required to abstain from voting. A statement regarding the waiver of voting rights of a connected person with material interest shall be included in the circular to be dispatched to the shareholders. Independent Shareholder’s approvals shall be conducted by poll. An announcement shall be published by the Company at least 30 minutes before the earlier of the commencement of trading in the morning market or any pre-opening session on the next business day following the meeting to announce the results of the poll.

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(V) Reporting: The principles of treatment are as follows: disclosure in the annual report and accounts following a connected transaction of information such as the date of the transaction, the parties to the transaction and their relationship with each other, the transaction and its purpose, the consideration and terms, and the nature and extent of the connected person's interest in the transaction.

Where the Hong Kong Listing Rules stipulates other provisions, those provisions shall prevail.

Article 14 Non-exempt “continuing connected transactions” shall be dealt with on the following principles in addition to principles as stated in Article 14 above:

(I) A “maximum annual cap” shall be set in respect of each connected transaction and its calculation basis shall be disclosed.

(II) The duration of written agreement(s) entered into with the connected persons in respect of each connected transaction must be fixed and not exceed 3 years. Where the nature of the transaction requires the agreement to have a duration longer than 3 years, it is required to obtain a confirmation in writing from the independent financial adviser.

(III) Relevant requirements regarding the annual review of continuing connected transactions stipulated by the Stock Exchange shall be complied with.

(IV) If the Company has entered into an agreement for continuing transactions, and the transactions subsequently become continuing connected transactions (for any reason, for example, one of the parties to the transactions becomes a director of the Company), the Company must after becoming aware of this fact, comply with annual review and disclosure requirements, including publication of announcement and annual reporting as soon as practicable. If the agreement is renewed or there is a change to the terms of the agreement, the Company shall fully comply with all applicable reporting, announcement and “independent shareholders” approval requirements under Chapter 14A of the Hong Kong Listing Rules.

(V) For any continuing connected transactions, the Company must re-comply with the reporting, announcement and “independent shareholders” approval requirements stipulated by the Stock Exchange in the following circumstances: (1) if the cap referred to in preceding articles is exceeded; or (2) when the relevant agreement is renewed or there is a material amendment to the terms of the agreement.

Where the Hong Kong Listing Rules stipulates other provisions, those provisions shall prevail.

APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Article 15 Fully-exempt connected transactions are connected transactions fully exempt from convening of a general meeting, independent shareholders' approval, annual audit and all disclosure requirements, including publication of announcement.

Where the following transactions constitute connected transactions in accordance with requirements of the Hong Kong Listing Rules, such connected transactions are fully/partially-exempt connected transactions (which are exempt from convening of a general meeting, independent shareholders' approval and/or publication of announcement), details of which please refer to the Hong Kong Listing Rules:

(I) “De minimis transactions”

If all percentage ratios (other than profit ratios) of a transaction conducted on normal commercial terms or better fulfill one of the following level (other than “issue of new securities or disposal or transfer of treasury shares” to connected persons by the Company), the transaction is fully exempt:

(a) less than 0.1%;
(b) less than 1% and the transaction is a connected transaction only because it involves “connected person(s)” at the “subsidiary” level; or
(c) less than 5% and the total consideration (in case of “financial assistance”, total value of the “financial assistance” plus any monetary advantage to the connected person or commonly held entity) is less than HK$3,000,000.

(a) less than 5%; or
(b) less than 25% and the total consideration (in case of “financial assistance”, total value of the “financial assistance” plus any monetary advantage to the connected person or commonly held entity) is less than HK$10,000,000.

(II) “financial assistance”

APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

(III) "issue of new securities or disposal or transfer of treasury shares by the Company and its subsidiaries"
(IV) "dealings in securities on stock exchanges"
(V) "repurchases of securities by the Company or its subsidiaries"
(VI) "directors' service contracts and insurance"
(VII) "buying or selling of consumer goods or services"
(VIII) "sharing of administrative services"
(IX) "transactions with associates of passive investors"
(X) "transactions with connected persons at the subsidiary level"

Article 16 Partially-exempt connected transactions may exempt from independent shareholders' approval requirement.

Chapter 6 Approval Procedure for Connected Transactions

Article 17 Connected transactions that are subject to approval at the meeting of general manager of the Company under these rules shall be reported in writing to the general manager by the relevant functional departments of the Company. The general manager shall review the necessity, reasonableness, and fairness of such transactions. Upon approval, relevant departments will implement them.

Article 18 Connected transactions that are subject to Board's deliberation and approval as per these rules shall follow the approval procedure below:

(I) The relevant functional departments of the Company prepare a detailed written report and agreement for the connected transaction;
(II) The general manager submits the proposal to the Board for consideration after an initial review;
(III) After receiving the proposal, the Chairman of the Board or the secretary to the Board shall issue a notice convening a Board meeting to all directors of the Company. The Board shall review the necessity, reasonableness, and fairness of such connected transactions;
(IV) The Board shall vote on the connected transaction, and it can only proceed with majority affirmative vote.

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APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Article 19 Regardless of whether the Board's approval is required for connected transactions entered into by the Company, the connected directors shall disclose the nature and extent of their relationship to the Board before the transaction occurs.

During the consideration of connected transactions by the Board, the connected directors shall abstain from voting and shall not exercise any voting right on behalf of other directors. The quorum of the meeting of the Board shall be a majority of unconnected directors present at the meeting. A resolution of the meeting of the Board requires a majority of unconnected directors to vote in favour in order for it to be passed. If the number of unconnected directors present at the meeting of the Board is less than 3, the transactions shall be submitted to the general meeting of the Company for consideration.

The aforesaid "connected directors" include directors who:

(I) are counterparties;

(II) work for counterparties, or for legal persons which control or are controlled by counterparties directly or indirectly;

(III) have direct or indirect control over counterparties;

(IV) are close family members (spouse, children not under 18 years old and their spouses, parents and the parents of the spouses, siblings and their spouses, the siblings of their spouses, and the parents of their children's spouses) of counterparties or direct or indirect controllers of counterparties;

(V) are close family members (spouse, children not under 18 years old and their spouses, parents and the parents of the spouses, siblings and their spouses, the siblings of their spouses, and the parents of their children's spouses) of directors, Supervisors or senior management of counterparties or direct or indirect controllers of counterparties;

(VI) are directors whose independent business judgment may be affected, as required by the securities regulations applicable to the Company or as determined by the Company.

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APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Article 20
For connected transactions that are required to be considered and approved by the Company’s general meeting as stipulated by these rules, if the subject matter of the connected transaction is the equity interest in the Company, the Company shall engage an accounting firm with relevant qualifications to conduct securities and futures businesses to audit the financial report of the subject matter of the transaction for the most recent one year and one period. The last day of the reporting period of the audit shall not exceed six months from the day the agreement is signed. If the subject matter of the connected transaction is assets other than the equity interest in the Company, the Company shall also engage an asset valuation organization with relevant qualifications to conduct securities and futures businesses to conduct a valuation. The reference day of the valuation should not exceed one year from the day the agreement is signed.

Article 21
When the connected transactions are considered at the Company’s general meeting, the connected shareholders shall abstain from voting.

When resolutions on the related connected transactions are made at the general meeting, depending on the difference between ordinary resolutions and special resolutions, more than one-half and two-thirds of the voting rights held by non-connected shareholders attending the general meeting shall be adopted respectively in accordance with the Articles of Association. For the voting on connected transactions, two representatives of non-connected shareholders shall participate in the counting and monitoring of votes. The voting of non-connected shareholders shall be fully disclosed in the announcement of the resolutions of the general meeting.

Connected shareholders mentioned above include the following shareholders or any of the shareholders who:

(I) are counterparties;
(II) have direct or indirect control over counterparties;
(III) are directly or indirectly controlled by counterparties;
(IV) are under common control with counterparties directly or indirectly by the same legal or natural person;
(V) have its voting rights restricted and affected due to the existence of outstanding equity interest transfer agreements or other agreements with counterparties or their connected persons;
(VI) are such shareholders towards whom a listed company has a bias, as identified by securities regulatory requirements applicable to the Company.

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APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Article 22 Where the Company enters into an agreement on daily connected transactions with a connected person for a period of more than three years, it shall re-execute the deliberation procedures and disclosure obligations in accordance with the provisions of these Rules every three years.

Chapter 7 Supplementary Rules

Article 23 The Board shall formulate and revise these rules.

Article 24 For matters not covered by these rules, the relevant national laws, regulations, the normative documents and the Articles of Association shall prevail. In case of any inconsistency between these rules and the relevant laws, regulations, normative documents and the Articles of Association, the relevant laws, regulations, normative documents and the Articles of Association shall prevail. Should these rules conflicts with national laws, regulations, normative documents promulgated in the future or the Articles of Association revised through legal procedures, the national laws, regulations, the normative documents and the Articles of Association shall prevail, and these rules shall be immediately revised and submitted to the general meeting for approval.

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APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

5. RULES GOVERNING THE MANAGEMENT OF EXTERNAL GUARANTEE

Voicecomm Technology Co., Ltd.

Rules Governing the Management of External Guarantee

Article 1

To regulate the external guarantee behaviour of Voicecomm Technology Co., Ltd. (hereinafter referred to as “Company”) and safeguard the Company’s assets, these management rules are formulated in accordance with relevant provisions of the Company Law, the Guarantee Law, the Articles of Association of Voicecomm Technology Co., Ltd. (hereinafter referred to as “Articles of Association”), The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Listing Rules”) and other relevant provisions.

Article 2

In these rules, the term “company assets” refers to the economic resources owned and controlled by the Company. These include various properties, claims, and other rights composed of current assets, long-term investments, fixed assets, intangible assets, deferred assets, and other assets that can be measured in monetary terms and capable of generating benefits.

Article 3

The Company’s external guarantees shall adhere to the following principles:

(I) The provisions of the approval authority and deliberation procedures in the Articles of Association, The Rules of Procedure for Meetings of Shareholders, the Rules of Procedure for Meetings of Directors and other management rules of the Company, and the regulatory requirements (if any) of the relevant stock exchanges where the Company is listed shall be complied with.

(II) The principles of equality, voluntariness, fairness, good faith and mutual benefit shall be observed. The Company will not engage in any action that forces it to guarantee for others.

(III) The internal control of the Company’s external guarantees shall follow the principles of legality, prudence, mutual benefit, and security, with strict control over guarantee risks.

(IV) The Company shall investigate the operation and creditworthiness of the guaranteed party. The Board shall prudently and lawfully analyze and deliberate on the financial position, operational status, industry prospects, and creditworthiness of the guaranteed party before making decisions. Where necessary, the Company may engage external professional institutions to assess the risks of external guarantees, serving as a basis for decision-making by the Board or general meeting.

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APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

(V) The Board shall exercise the authority over external guarantees in accordance with the relevant provisions on the Board’s guarantee authority as stipulated in the Articles of Association. If the guarantee exceeds the relevant authority, the Board shall submit a proposal to the general meeting for deliberation.

Article 4

Application for external guarantees:

(I) Applications for mutual guarantees enterprises shall be submitted by the Company’s Finance Department after comprehensive consideration of the Company’s annual business plan and funding budget. A written application for mutual loan guarantees, including the following contents, shall be submitted to the Board of the Company:

The Company’s total bank loans, changes in loans, reasons for such changes, and the guarantees for the loans;
The creditworthiness and financial condition of the external enterprise involved in the mutual loan guarantee, as well as the amounts and terms of the mutual loan guarantees provided by both parties;
The written resolution (or document) adopted by the Board (or corporate authority) of the counterparty enterprise of the mutual loan guarantee regarding the mutual guarantee;
Other matters related to the mutual loan guarantee.

(II) The application for a subsidiary in which the Company holds more than 50% of the shares shall be submitted by such enterprise, and the finance department shall submit a written application for loan guarantee to the general manager of the Company, including at least the following contents:

The basic information and the financial situation of such enterprise;
The existing bank loans and guarantee of such enterprise;
The amount, type, and term of the bank loans for this guarantee;
The purpose and economic effect of the bank loans for this guarantee;
The source of repayment funds for the bank loans for this guarantee;
Other matters related to loan guarantee.
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APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Article 5 The following external guarantees of the Company shall be reviewed and passed at the general meeting:

any guarantee provided after the total amount of external guarantees of the Company and its holding subsidiaries has exceeded 50% of the latest audited net assets;
any guarantee provided after the total amount of external guarantees of the Company has exceeded 30% of the latest audited total assets;
any guarantee provided by the Company within one year with the total amount of guarantees exceeding 30% of the latest audited total assets;
any guarantee provided for any guaranteed objects with a gearing ratio of over 70%;
any single guarantee with the amount of guarantee exceeding 10% of the latest audited net assets;
any guarantee provided to the shareholders, actual controllers and connected parties thereof.

Article 6 The following external guarantees of the Company shall be reviewed and passed by the Board:

any guarantee provided after the total amount of external guarantees of the Company and its holding subsidiaries has exceeded 25% of the latest audited net assets;
any guarantee provided after the total amount of external guarantees of the Company has exceeded 15% of the latest audited total assets;
any guarantee provided by the Company within one year with the total amount of guarantees exceeding 15% of the latest audited total assets;
any guarantee provided for any guaranteed objects with a gearing ratio of over 35%;
any single guarantee with the amount of guarantee exceeding 5% of the latest audited net assets.

External guarantees that do not require review at the general meetings or by the Board according to the provisions of these rules, shall be approved by the general manager of the Company.

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APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Article 7 External guarantees of the holding subsidiaries of the Company shall be carried out in accordance with the provisions of these rules. The disclosure of external guarantees will be made in accordance with the regulatory requirements of the relevant stock exchanges where the Company is listed.

Article 8 In case of signing external guarantee contracts without authorization by exceeding authority in violation of the approval procedures, the Company will hold the relevant parties accountable for civil, administrative or criminal liabilities.

Article 9 The Board shall be responsible for the interpretation of these rules.

Article 10 The Board shall formulate and revise these rules.

Article 11 For matters not covered by these rules, the relevant national laws, regulations, the normative documents and the Articles of Association shall prevail. In case of any inconsistency between these rules and the relevant laws, regulations, normative documents and the Articles of Association, the relevant laws, regulations, normative documents and the Articles of Association shall prevail. Should these rules conflicts with national laws, regulations, normative documents promulgated in the future or the Articles of Association revised through legal procedures, the national laws, regulations, the normative documents and the Articles of Association shall prevail, and these rules shall be immediately revised and submitted to the general meeting for approval.

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APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

6. RULES GOVERNING THE MANAGEMENT OF EXTERNAL INVESTMENT

Voicecomm Technology Co., Ltd.

Rules Governing the Management of External Investment

Chapter 1 General

Article 1 In order to strengthen the management of external investment by Voicecomm Technology Co., Ltd. (hereinafter referred to as “Company”), regulate the Company’s external investment activities, improve the efficiency of capital operations, and ensure the preservation and appreciation of the Company’s external investment, these management rules are formulated in accordance with the Company Law, the Articles of Association of Voicecomm Technology Co., Ltd. (hereinafter referred to as “Articles of Association”) and other relevant regulations.

Article 2 The purpose of formulating these rules is to create an effective management mechanism that promotes efficiency and controls risks in the Company’s operational processes involving the organization of resources, assets, and investments, thereby safeguarding the profitability and safety of capital operations and enhancing the Company’s profitability and risk resilience.

Article 3 External investment under these rules refers to various investment activities made by the Company through the establishment, merger and acquisition of enterprises (including new establishment, holding shares, M&As, reorganisations, equity swap, shareholding increase or decrease, etc.), equity investments, entrusted management and other forms permitted by national laws and regulations by making contributions in cash, physical assets and intangible assets.

Article 4 The assets of the Company under these rules refers to economic resources that the Company owns and controls, which can be measured in monetary terms and can generate benefits, including various properties, claims, and other rights composed of current assets, long-term investments, fixed assets, intangible assets, deferred assets, and other assets.

Article 5 The Company shall adhere to the following principles in making external investment:

(I) Compliance with national laws and regulations;

(II) Alignment with the overall development strategy of the Company;

(III) The approval and internal control processes for external investment shall follow principles of compliance, prudence, safety, and effectiveness, so as to control investment risks while focusing on investment efficacy.

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APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Chapter 2 Organizational Structure for External Investment Management

Article 6 The general meeting and the board of directors (hereinafter referred to as "Board") of the Company are the decision-making bodies for external investment of the Company. Each of them makes decisions on the Company's external investment within its terms of reference. No other departments or individuals shall have the right to make decisions on external investment unless authorized.

Article 7 The general manager of the Company shall be responsible for conducting specialized research and assessment on issues including the feasibility, investment risks, and investment returns of major investment projects, and overseeing the progress in implementation of major investment projects, and shall promptly report to the Board of the Company where any irregularities in investment projects are identified.

Article 8 The general manager of the Company, the primary person in charge of the implementation of the Company's external investment, shall be responsible for planning, organizing, and monitoring human resources, finances, and materials required for the implementation of new projects, and shall promptly report to the Board the progress of investments and propose adjustment recommendations to facilitate timely amendments to such investments by the Board and the general meeting.

Article 9 The Company may establish a dedicated investment management team under the leadership of the general manager to be responsible for preliminary research, demonstration, and subsequent management of external investment made by the Company. The finance department is the financial management department for the Company's external investment, responsible for evaluating the benefits of external investment projects, raising funds, handling capital contribution procedures, and assisting with industrial and commercial registration, tax registration, bank account(s) opening, and other related tasks.

Article 10 The Chief Legal Officer of the Company shall be responsible for the legal review of agreements, contracts, and important related correspondence and constitution documents in respect of external investment projects.

APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Chapter 3 Approval Authority for External Investment

Article 11 External investment of the Company shall strictly comply with the provisions on approval authority and deliberation procedures stipulated in the Articles of Association, the Rules of Procedure for Meetings of Shareholders, the Rules of Procedure for Meetings of Directors, Chapter 4 of these rules, and other management rules of the Company.

Article 12 Entrusted financial management matters must be reviewed and approved by the Board or the general meeting. The approval authority for entrusted financial management shall not be delegated to individual directors or the management team.

Article 13 Specific approval authority for external investment:

(I) General meeting reviews matters where the purchase or disposal of major assets within a year exceeds 30% of the Company's most recent audited total assets.

(II) Board reviews matters where the purchase or disposal of major assets within a year exceeds 15% of the Company's most recent audited total assets.

(III) General manager reviews matters where the purchase or disposal of major assets within a year does not exceed 15% of the Company's most recent audited total assets.

Chapter 4 Decision-making Procedures and Management for External Investment

Article 14 Procedures for decision-making on external investment:

(I) Based on the approval authority of the Board and the general meeting, the general manager shall submit proposed investment matters to the Board and the general meeting for deliberation in accordance with their respective rules of procedure.

(II) For major investment projects, external experts or intermediary agencies may be engaged to conduct feasibility analyses and evaluations.

(III) For approved investment projects, the investment management team shall take the lead in drafting related investment agreements, contracts and articles of association.

(IV) The Company may appoint legal advisors to conduct legal reviews of relevant agreements, contracts, critical correspondence, and articles of association for external investment projects.

APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Article 15 The Company must strictly control the use of its own funds for securities investments, entrusted financial management, or investments in derivatives such as futures, options and warrants based on stocks, interest rates, exchange rates or commodities.

Article 16 The Board or the general manager shall review the implementation progress and investment performance of significant investment projects semi-annually. If there is any deviation from the investment plan, failure to achieve expected returns, or losses, the Board shall assign professionals to investigate the reasons and hold the responsible personnel accountable.

Chapter 5 Transfer and Recovery of Long-term External Investment

Article 17 The Company may recover external investment under any of the following circumstances:

(I) The investment project (enterprise) has reached the expiration of its operational term as stipulated in the invested company's articles of association, contracts or agreements;

(II) The investment project (enterprise) is facing operational difficulties and has lawfully entered bankruptcy proceedings;

(III) It is impossible for the project (enterprise) to continue operations due to force majeure;

(IV) Other circumstances as stipulated in the invested company's contracts for investment termination have occurred.

Article 18 The Company may transfer its long-term external investment under any of the following circumstances:

(I) The investment project clearly deviates from the Company's overall development strategy;

(II) The investment project has been loss-making with no prospect of recovery and lacks market prospects;

(III) The working capital of the investment project has become clearly insufficient, with an urgent need for significant capital replenishment;

(IV) Other situations that the Company deems necessary.

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APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Article 19
Prior to the disposal of external investment, the general manager and the finance department shall jointly conduct and make analysis, proof, full explanation on grounds of, as well as direct and indirect economic and other consequences of the proposed disposal of the external investment, and submitted the written report to the Board or the general meeting. The procedures and authorities for approving the disposal of external investment shall be the same as those for approving the implementation of external investment.

Article 20
When external investment is recovered and transferred, the relevant person in charge must exercise due diligence and properly carry out asset evaluation involved in the recovery and transfer of investment, so as to prevent loss of assets of the Company.

Chapter 6 Management and Audit of the Investee

Article 21
The Company may adopt the following approaches to manage the investees based on its actual circumstances and business needs:

(I) Strategy control: the Company will not involve in the specific operations of the investee, but regularly monitor the operations of the investee to ensure that it align with the Company’s strategic planning or is capable of achieving the strategic objectives set by the Company for it.

(II) Finance control: the Company will not involve in the specific operations of the investee, but regularly assess the performance of the established financial objectives of the investee, and deploy professional financial personnel to participate in the financial management of the investee, if necessary.

(III) Operation control: the Company directly participates in the business decision-making and daily operations of the investee by means of dispatching personnel or departmental vertical reporting.

Article 22
For investees subject to finance and operation control, the finance department of the Company shall, in collaboration with the investment management team, ensure that the accounting treatment of external investment complies with the provisions of the national accounting standards.

Article 23
The investment management team should obtain the financial information of the investee on a regular basis and closely monitor changes in their financial status. In cases where an external auditor is engaged by the audited entity, the audit report of the investee shall be obtained. If necessary, the investment management team shall organize professionals or engage external professional institutions to conduct annual or special audits of the investee.

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APPENDIX I FULL TEXT OF THE PROPOSED RELATED RULES

Chapter 7 Information Disclosure of External Investment

Article 24 Information about the external investment of the Company shall be disclosed by the office of the Board in accordance with the requirements and rules of regulatory authority of the place and the stock exchange where the shares of the Company are listed.

Supplementary Rules

Article 1 The Board shall formulate and revise these rules.

Article 2 For matters not covered by these rules, the relevant laws, regulations, the normative documents and the Articles of Association shall prevail. In case of any inconsistency between these rules and the relevant laws, regulations, normative documents and the Articles of Association, the relevant laws, regulations, normative documents and the Articles of Association shall prevail. Should these rules conflicts with national laws, regulations, normative documents promulgated in the future or the Articles of Association revised through legal procedures, the national laws, regulations, the normative documents and the Articles of Association shall prevail, and these rules shall be immediately revised and submitted to the general meeting for approval.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The details of the proposed amendments to the Articles of Associations are as follows (deleted texts are presented in strikethrough and additional texts are presented in underline and bold):

Original Articles	Amended Articles
Article 1 To safeguard the legal interests of Voicecomm Technology Co., Ltd. (hereinafter referred to as the “Company”) and its shareholders and creditors and to regulate the organization and behaviors of the Company, the Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as “Securities Law”), the Accounting Law of the People’s Republic of China (hereinafter referred to as “Accounting Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (hereinafter referred to as “Trial Measures”), the Guidelines for the Articles of Association of Listed Companies (hereinafter referred to as “Guideline on Articles”), the Official Reply of the State Council on Adjusting the Notice Period and Other Relevant Issues about Shareholders’ Meeting Applicable to Overseas-listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Listing Rules”), and other applicable laws, administrative regulations, departmental rules, regulatory documents and regulations of the relevant regulatory authorities.	Article 1 To safeguard the legal interests of Voicecomm Technology Co., Ltd. (hereinafter referred to as the “Company”) and its shareholders, staffs and creditors and to regulate the organization and behaviors of the Company, the Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as “Securities Law”), the Accounting Law of the People’s Republic of China (hereinafter referred to as “Accounting Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (hereinafter referred to as “Trial Measures”), the Guidelines for the Articles of Association of Listed Companies (hereinafter referred to as “Guideline on Articles”), the Official Reply of the State Council on Adjusting the Notice Period and Other Relevant Issues about Shareholders’ Meeting Applicable to Overseas-listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Listing Rules”), and other applicable laws, administrative regulations, departmental rules, regulatory documents and regulations of the relevant regulatory authorities.
Article 6 The registered capital of the Company is RMB35,524,210. The shares of the Company consist of 35,524,210 ordinary shares.	Article 6 The registered capital of the Company is RMB35,524,210. The shares of the Company consist of 35,524,210 ordinary shares.
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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 8 The legal representative of the Company is the general manager.	Article 8 The legal representative of the Company is the general manager. If the general manager who serves as the legal representative resigns, he/she shall be deemed to have resigned as the legal representative at the same time. If the legal representative resigns, the Company shall appoint a new legal representative within 30 days from the date of resignation of the legal representative.
Article 10 The Articles of Association is a legally binding document governing the organization and conduct of the Company, and the rights and obligations between the Company and its shareholders and among shareholders. According to the Articles of Association, shareholders may sue other shareholders, directors, supervisors, general manager and senior management of the Company and the Company. The Company may sue shareholders, directors, supervisors and senior management.	Article 10 The Articles of Association is a legally binding document governing the organization and conduct of the Company, and the rights and obligations between the Company and its shareholders and among shareholders. According to the Articles of Association, shareholders may sue other shareholders, directors, supervisors, general manager and senior management of the Company and the Company. The Company may sue shareholders, directors, supervisors and senior management.
Article 19 The shares issued by the Company to domestic investors for subscription in RMB shall be referred to as domestic shares. The shares issued by the Company to overseas investors for subscription in foreign currencies shall be referred to as foreign shares. The foreign shares listed overseas shall be referred to as overseas-listed foreign shares. Shareholders of domestic shares, shareholders of unlisted foreign shares and shareholders of overseas-listed foreign shares shall enjoy equal rights in the distribution of dividends or distribution in any other forms.	Article 19 The shares issued by the Company to domestic investors for subscription in RMB shall be referred to as domestic shares. The shares issued by the Company to overseas investors for subscription in foreign currencies shall be referred to as foreign shares. The foreign shares listed overseas shall be referred to as overseas-listed foreign shares. Shareholders of domestic shares, shareholders of unlisted foreign shares and shareholders of overseas-listed foreign shares shall enjoy equal rights in the distribution of dividends or distribution in any other forms.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
For the purpose of the preceding paragraph, the term “foreign currencies” shall refer to any legal currency of any country or region that can be converted freely, excluding RMB.	For the purpose of the preceding paragraph, the term “foreign currencies” shall refer to any legal currency of any country or region that can be converted freely, excluding RMB.
After the fulfillment of the mandatory procedures stipulated in the Trial Measures and other applicable laws, regulations and regulatory documents, shareholders of domestic shares of the Company may transfer all or part of unlisted shares (as defined below in this paragraph) held by them to overseas investors, and list such shares on overseas stock exchanges for trading, or convert all or part of unlisted shares into overseas-listed foreign shares, and list them on overseas stock exchanges for trading. Where the above-mentioned unlisted shares are converted into overseas-listed shares, and listed for trading on overseas stock exchanges, general meetings are not required to be convened for voting. The listing and trading of the above-mentioned shares on any overseas stock exchanges shall comply with the regulatory procedures, regulations and requirements of the overseas stock markets.	After the fulfillment of the mandatory procedures stipulated in the Trial Measures and other applicable laws, regulations and regulatory documents, shareholders of domestic shares of the Company may transfer all or part of unlisted shares (as defined below in this paragraph) held by them to overseas investors, and list such shares on overseas stock exchanges for trading, or convert all or part of unlisted shares into overseas-listed foreign shares, and list them on overseas stock exchanges for trading. Where the above-mentioned unlisted shares are converted into overseas-listed shares, and listed for trading on overseas stock exchanges, general meetings are not required to be convened for voting. The listing and trading of the above-mentioned shares on any overseas stock exchanges shall comply with the regulatory procedures, regulations and requirements of the overseas stock markets.
Article 22 The Company or subsidiaries of the Company (including the affiliated entities of the Company) shall not provide any assistance to any persons acquiring or proposing to acquire shares of the Company by way of gift, advancement, guarantee, indemnity, loans or other means.	Article 22 The Company or subsidiaries of the Company (including the affiliated entities of the Company) shall not provide any assistance to any persons acquiring or proposing to acquire shares of the Company by way of gift, advancement, guarantee, indemnity, loans or other means.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
	The Company shall not provide gifts, loans, guarantees and other financial assistance to others for acquiring the shares of the Company or its parent company, except employee stock ownership plans implemented by the Company.

For the benefit of the Company, with a resolution passed at the general meeting, or a resolution adopted by the Board pursuant to the Articles of Association or with the authorization of the general meeting, the Company may provide financial assistance to others for acquiring the shares of the Company or its parent company, provided that the aggregate total amount of financial assistance shall not exceed ten percent of the total issued share capital. Resolutions made by the Board shall be passed by more than two-thirds of all directors.

In violation of the preceding paragraphs and thereby causing the Company to suffer a loss, the responsible directors and senior management shall be liable for compensation. |
| Article 23 In accordance with the laws and regulations, the Company may increase the capital by the following ways upon approval by resolutions of the general meeting according to the operation and development needs of the Company:

(I) public offering of shares;

(II) non-public offering of shares;

(III) offering of bonus shares to existing shareholders;

(IV) capitalization of reserve fund into share capital;

(V) other forms specified in laws, administrative regulations and regulatory documents or approved by the securities regulatory authority of the place where the shares of the Company are listed and the Hong Kong Stock Exchange. | Article 23 In accordance with the laws and regulations, the Company may increase the capital by the following ways upon approval by resolutions of the general meeting according to the operation and development needs of the Company:

(I) public offering of shares;

(II) non-public offering of shares;

(III) offering of bonus shares to existing shareholders;

(IV) capitalization of reserve fund into share capital;

No change in English version |

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
/	Article 25 The general meeting may authorize the Board to decide to issue shares not exceeding 50% of the issued shares within three years. However, the funding with non-monetary assets as consideration shall be resolved by the general meeting. If the Board decides to issue shares in accordance with the authorization, resulting in changes to the registered capital or the number of issued shares of the Company, amendments to the relevant provisions of the Articles of Association do not need to be approved by the general meeting again. A resolution of the Board shall be passed by more than two-thirds of all directors if the Board decides to issue new shares pursuant to the authorization by the general meeting.
Article 25 The Company may acquire its shares in compliance with laws, regulations as well as the Hong Kong Listing Rules and the requirements of the Articles of Association, in one of the following circumstances:	Article 25 Article 26 The Company may acquire its shares in compliance with laws, regulations as well as the Hong Kong Listing Rules and the requirements of the Articles of Association, in one of the following circumstances:
(I) to reduce the registered capital of the Company;	(I) to reduce the registered capital of the Company;
(II) to merge with other companies holding the shares of the Company;	(II) to merge with other companies holding the shares of the Company;
(III) to use the shares as an employee stock ownership plan or equity incentive plan;	(III) to use the shares as an employee stock ownership plan or equity incentive plan;
(IV) to purchase its shares from shareholders who have voted against the resolutions on the merger or division of the Company at the general meeting upon their request;	(IV) to purchase its shares from shareholders who have voted against the resolutions on the merger or division of the Company at the general meeting upon their request;
(V) to convert the shares into convertible corporate bonds issued by the Company;	(V) to convert the shares into convertible corporate bonds issued by the Company;
(VI) necessary for the Company to maintain its value and protect the interests of the shareholders; and	(VI) necessary for the Company to maintain its value and protect the interests of the shareholders; and
(VII) other circumstances stipulated by laws, administrative regulations, departmental rules, regulatory documents, the Hong Kong Listing Rules and other relevant requirements.	(VII) other circumstances stipulated by laws, administrative regulations, departmental rules, regulatory documents, the Hong Kong Listing Rules and other relevant requirements.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 26 The Company may repurchase its shares through open centralized trading or other ways recognized by laws, administrative regulations and regulatory documents, and securities regulatory authorities of the place where the shares of the Company are listed.

If the Company repurchases its shares under any of the circumstances stipulated in (III), (V) and (VI) of Article 25 of the Article of Association, it shall do so by way of open centralized trading. | Article 26 Article 27 The Company may repurchase its shares through open centralized trading or other ways recognized by laws, administrative regulations and regulatory documents, and securities regulatory authorities of the place where the shares of the Company are listed.

If the Company repurchases its shares under any of the circumstances stipulated in (III), (V) and (VI) of Article 256 of the Article of Association, it shall do so by way of open centralized trading. |
| Article 27 Where the Company repurchases its shares under the circumstances stipulated in (I) and (II) in Article 25 of the Articles of Association, an approval shall be obtained from the general meeting; where the Company repurchases its shares under the circumstances stipulated in (III), (V) and (VI) of Article 25 of the Articles of Association, a resolution of the Board meeting shall be passed by a two-third majority of directors attending the meeting in accordance with the provisions of the Articles of Association or the authorization of the general meeting.

Upon the repurchase of shares in accordance with the law, the Company shall, within the period prescribed by laws, administrative regulations and the Hong Kong Listing Rules, cancel such shares and apply to the original company registration authority for registration of the change in registered capital.

Where the laws, administrative regulations, departmental rules, regulatory documents and Hong Kong Listing Rules stipulate other provisions on the relevant matters involved in the foregoing share repurchase, those provisions shall prevail. | Article 27 Article 28 Where the Company repurchases its shares under the circumstances stipulated in (I) and (II) in Article 256 of the Articles of Association, an approval shall be obtained from the general meeting; where the Company repurchases its shares under the circumstances stipulated in (III), (V) and (VI) of Article 256 of the Articles of Association, a resolution of the Board meeting shall be passed by a two-third majority of directors attending the meeting in accordance with the provisions of the Articles of Association or the authorization of the general meeting.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 29 The shares of the Company may be transferred in accordance with laws. Unless otherwise specified by laws, administrative regulations, departmental rules, regulatory documents, the securities regulatory authorities of the place where the shares of the Company are listed and the Hong Kong Stock Exchange, the fully paid shares of the Company are not subject to any restrictions in transfer, and may be freely transferred without any lien attached. The transfer of overseas-listed foreign shares listed in Hong Kong shall be registered in the share registrar in Hong Kong entrusted by the Company.	Article 29 Article 30 The shares of the Company may be transferred in accordance with lawsto other shareholders or persons other than shareholders. Unless otherwise specified by laws, administrative regulations, departmental rules, regulatory documents, the securities regulatory authorities of the place where the shares of the Company are listed and the Hong Kong Stock Exchange, the fully paid shares of the Company are not subject to any restrictions in transfer, and may be freely transferred without any lien attached. The transfer of overseas-listed foreign shares listed in Hong Kong shall be registered in the share registrar in Hong Kong entrusted by the Company.
Article 32 In compliance with the Articles of Association and all other applicable regulations, the transferee of shares shall become the holders of such shares upon the completion of the transfer. At the same time, the name of the transferee shall be registered into the register of shareholders.

Original Articles

Amended Articles

Article 29 The shares of the Company may be transferred in accordance with laws. Unless otherwise specified by laws, administrative regulations, departmental rules, regulatory documents, the securities regulatory authorities of the place where the shares of the Company are listed and the Hong Kong Stock Exchange, the fully paid shares of the Company are not subject to any restrictions in transfer, and may be freely transferred without any lien attached. The transfer of overseas-listed foreign shares listed in Hong Kong shall be registered in the share registrar in Hong Kong entrusted by the Company.

Article 29 Article 30 The shares of the Company may be transferred in accordance with lawsto other shareholders or persons other than shareholders. Unless otherwise specified by laws, administrative regulations, departmental rules, regulatory documents, the securities regulatory authorities of the place where the shares of the Company are listed and the Hong Kong Stock Exchange, the fully paid shares of the Company are not subject to any restrictions in transfer, and may be freely transferred without any lien attached. The transfer of overseas-listed foreign shares listed in Hong Kong shall be registered in the share registrar in Hong Kong entrusted by the Company.

Article 32 In compliance with the Articles of Association and all other applicable regulations, the transferee of shares shall become the holders of such shares upon the completion of the transfer. At the same time, the name of the transferee shall be registered into the register of shareholders.

All transfer documents and other documents relating to or affecting the ownership of overseas listed shares shall be registered. If any fee shall be payable for such registration, the fee shall not exceed the maximum fee prescribed from time to time by the Hong Kong Stock Exchange. | Article 32 Article 33 In compliance with the Articles of Association and all other applicable regulations, the transferee of shares shall become the holders of such shares upon the completion of the transfer. At the same time, the name of the transferee shall be registered into the register of shareholders.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
If two or more persons are registered as the joint holders of any shares, they shall be deemed as joint holders of the relevant shares, subject to the following provisions:	If two or more persons are registered as the joint holders of any shares, they shall be deemed as joint holders of the relevant shares, subject to the following provisions:
(I) if the number of joint holders of shares is restricted by the authority, the Company shall register no more than four persons as the joint holders of any shares;	(I) if the number of joint holders of shares is restricted by the authority, the Company shall register no more than four persons as the joint holders of any shares;
(II) all joint holders of any shares shall jointly and severally assume the liability to pay for all amounts payable for the relevant shares;	(II) all joint holders of any shares shall jointly and severally assume the liability to pay for all amounts payable for the relevant shares;
(III) if one of the joint holders is deceased, only the other surviving joint holders shall be deemed as the persons who have the ownership of the relevant shares. However, the Board shall have the right to require such evidence of death as it may think fit in regard to any change in the register of shareholders;	(III) if one of the joint holders is deceased, only the other surviving joint holders shall be deemed as the persons who have the ownership of the relevant shares. However, the Board shall have the right to require such evidence of death as it may think fit in regard to any change in the register of shareholders;
(IV) in respect of any of the joint holders of any shares, any one of the joint holders may attend the general meeting or exercise the voting power of the relevant shares (whether in person or by proxy). If more than one joint holder attend the general meetings in person or by proxy, only the joint holder ranking first in the register of shareholders shall have the right to receive notices from the Company for such voting of such share, attend the general meetings and exercise all voting power of the relevant share in the general meetings. The service of the notice to the aforesaid persons shall be deemed as the service of the notice to all joint holders of the relevant shares; and	(IV) in respect of any of the joint holders of any shares, any one of the joint holders may attend the general meeting or exercise the voting power of the relevant shares (whether in person or by proxy). If more than one joint holder attend the general meetings in person or by proxy, only the joint holder ranking first in the register of shareholders shall have the right to receive notices from the Company for such voting of such share, attend the general meetings and exercise all voting power of the relevant share in the general meetings. The service of the notice to the aforesaid persons shall be deemed as the service of the notice to all joint holders of the relevant shares; and

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
(V) any receipts issued by any joint holders in respect of any dividends, bonuses or capital returns distributed by the Company to such joint holders shall be deemed to be the effective receipts issued by such joint holders to the Company.	(V) any receipts issued by any joint holders in respect of any dividends, bonuses or capital returns distributed by the Company to such joint holders shall be deemed to be the effective receipts issued by such joint holders to the Company.
Article 35 The shares in the Company held by the promoters of the Company shall not be transferred within one year from the date of establishment of the Company. The shares that have been issued prior to the public offering of the Company shall not be transferred within one year from the date when the shares in the Company get listed and traded in the stock exchange concerned.

The directors, supervisors and senior management of the Company shall declare to the Company the shares of the Company they hold and the changes thereof. The shares transferred each year during the term of office shall not exceed 25% of the total shares of the Company he or she holds. The shares of the Company held by the said person shall not be transferred within one year from the date of listing and trading of the shares of the Company. Any of the above said persons shall not transfer the shares of the Company held by him or her within half a year after his or her departure.

If the securities supervision authority of the place where the shares of the Company are listed stipulates other restrictions on the transfer of overseas-listed foreign shares, the Company shall comply with such stipulations. | Article 35 Article 36 The shares in the Company held by the promoters of the Company shall not be transferred within one year from the date of establishment of the Company. The shares that have been issued prior to the public offering of the Company shall not be transferred within one year from the date when the shares in the Company get listed and traded in the stock exchange concerned.

The directors, supervisors and senior management of the Company shall declare to the Company the shares of the Company they hold and the changes thereof. The shares transferred each year during the term of office as determined at the appointment shall not exceed 25% of the total shares of the Company he or she holds. The shares of the Company held by the said person shall not be transferred within one year from the date of listing and trading of the shares of the Company. Any of the above said persons shall not transfer the shares of the Company held by him or her within half a year after his or her departure.

Where the shares are pledged within the time limit for transfer prescribed by laws or administrative regulations, the pledgee may not exercise the pledge right within the time limit for transfer.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 36 If a shareholder, director, supervisor, or senior management who holds more than five percent of the shares of the Company either sells the Company's shares held by him or her within six months after the purchase or repurchases the Company's shares within six months after the sale, the proceeds therefrom shall be attributable to the Company, and the Board of the Company shall recover the proceeds thereof. However, except for the case where a securities company holds more than five percent of the shares due to its purchase of the remaining shares upon underwriting, and in other cases where there are regulations from the relevant regulatory authorities.

Original Articles

Amended Articles

Article 36 If a shareholder, director, supervisor, or senior management who holds more than five percent of the shares of the Company either sells the Company's shares held by him or her within six months after the purchase or repurchases the Company's shares within six months after the sale, the proceeds therefrom shall be attributable to the Company, and the Board of the Company shall recover the proceeds thereof. However, except for the case where a securities company holds more than five percent of the shares due to its purchase of the remaining shares upon underwriting, and in other cases where there are regulations from the relevant regulatory authorities.

The shares held by directors, supervisors, senior management and natural person shareholders referred to in the preceding paragraph include the shares or other securities of equity nature held by their spouse, parents and children and held through accounts of any other persons.

If the Board fails to comply with the requirements under the first paragraph in this Article, the shareholders shall have the rights to request the Board to do so within 30 days. If the Board fails to do so within the aforesaid period, the shareholders shall have the right to institute a legal proceeding directly with the People's Court in their own names for the benefit of the Company.

If the Board of the Company fails to comply with the requirements under the first paragraph in this Article, the directors liable shall assume joint liabilities pursuant to the laws.

If the restriction on transfer in this Article involves H share, the Company shall comply with the relevant regulations of the securities regulatory authorities of the place where the shares of the Company are listed. | Article 36 Article 37 If a shareholder, director, supervisor, or senior management who holds more than five percent of the shares of the Company either sells the Company's shares held by him or her within six months after the purchase or repurchases the Company's shares within six months after the sale, the proceeds therefrom shall be attributable to the Company, and the Board of the Company shall recover the proceeds thereof. However, except for the case where a securities company holds more than five percent of the shares due to its purchase of the remaining shares upon underwriting, and in other cases where there are regulations from the relevant regulatory authorities.

If the Board of the Company fails to comply with the requirements under the first paragraph in this Article, the directors liable shall assume joint liabilities pursuant to the laws.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Chapter 4 Shareholders and General Meetings	Chapter 4 Shareholders and General Meetings
Article 38 When the Company convenes general meetings, distributes dividends, commences liquidation or engages in other conducts that require the identification of shareholders, the Board or the convener of the general meeting shall determine the date of registration of shares. Shareholders registered in the register of shareholders after the closing on the date of registration of shares shall be the shareholders enjoying the relevant rights.	Article 38 Article 39 When the Company convenes general meetings, distributes dividends, commences liquidation or engages in other conducts that require the identification of shareholders, the Board or the convener of the general meeting shall determine the date of registration of shares. Shareholders registered in the register of shareholders after the closing on the date of registration of shares shall be the shareholders enjoying the relevant rights.
Article 39 The Shareholders of ordinary shares of the Company shall be entitled to the following rights:	Article 39 Article 40 The Shareholders of ordinary shares of the Company shall be entitled to the following rights:
(I) to receive dividends and other forms of distributions in proportion to the shares they hold;	(I) to receive dividends and other forms of distributions in proportion to the shares they hold;
(II) to lawfully request, convene, preside over and attend the general meetings either in person or by proxy and exercise their corresponding rights to speak and voting rights;	(II) to lawfully request, convene, preside over and attend the general meetings either in person or by proxy and exercise their corresponding rights to speak and voting rights;
(III) to supervise, raise suggestions on or make inquiries about the operations of the Company;	(III) to supervise, raise suggestions on or make inquiries about the operations of the Company;
(IV) to transfer, donate or pledge their shares in accordance with laws, administrative regulations, the relevant regulations of the securities regulatory authority in the place where the shares of the Company are listed and the Articles of Association;	(IV) to transfer, donate or pledge their shares in accordance with laws, administrative regulations, the relevant regulations of the securities regulatory authority in the place where the shares of the Company are listed and the Articles of Association;

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
(V) to obtain relevant information in accordance with the Articles of Association, including:	(V) to obtain relevant information in accordance with the Articles of Association, including:
1. receiving a copy of the Articles of Association after payment of cost;	1. receiving a copy of the Articles of Association after payment of cost;
2. being entitled to inspect free of charge and copy after payment of reasonable fee:	2. being entitled to inspect free of charge and copy after payment of reasonable fee:
(1) all parts of the register of shareholders;	(1) all parts of the register of shareholders;
(2) personal data of directors, supervisors, general manager and other senior management of the Company, including:	(2) personal data of directors, supervisors, general manager and other senior management of the Company, including:
(a) present and former name and alias;	(a) present and former name and alias;
(b) principal address (domicile);	(b) principal address (domicile);
(c) nationality;	(c) nationality;
(d) primary and all other part-time occupations and duties;	(d) primary and all other part-time occupations and duties;
(e) identification documents and the number thereof.	(e) identification documents and the number thereof.
(3) report of the status of the issued share capital of the Company;	(3) report of the status of the issued share capital of the Company;
(4) report of the total nominal value, quantity, the highest and lowest price of share of each class repurchased by the Company from the last fiscal year, and the total amount paid by the Company for this purpose;	(4) report of the total nominal value, quantity, the highest and lowest price of share of each class repurchased by the Company from the last fiscal year, and the total amount paid by the Company for this purpose;
(5) special resolutions of the general meetings of the Company;	(5) special resolutions of the general meetings of the Company;

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
(6) the latest audited financial statements of the Company, and the reports of the Board, auditors and the board of supervisors;	(6) the latest audited financial statements of the Company, and the reports of the Board, auditors and the board of supervisors the Audit Committee of the Board;
(7) a copy of the latest annual report filed with the State Administration for Industry & Commerce of China or other competent authorities;	(7) a copy of the latest annual report filed with the State Administration for Industry & Commerce of China or other competent authorities;
(8) counterfoils of corporate bonds, resolutions of meetings of the Board, resolutions of meetings of the board of supervisors; and	(8) counterfoils of corporate bonds, resolutions of meetings of the Board, resolutions of meetings of the board of supervisors the Audit Committee of the Board; and
(9) minutes of the general meetings.	(9) minutes of the general meetings.
The Company shall, in accordance with the requirements of the Hong Kong Listing Rules, publish the documents specified in item (3) to (7) of the aforementioned point 2 and other applicable documents on the websites of the Hong Kong Stock Exchange and the Company. The Company shall keep items (1) to (9) of the aforementioned point 2 at the designated address in Hong Kong for free inspection by the public and shareholders (the minutes of the general meetings are only available for shareholders to inspect and copy after paying a reasonable fee).	The Company shall, in accordance with the requirements of the Hong Kong Listing Rules, publish the documents specified in item (3) to (7) of the aforementioned point 2 and other applicable documents on the websites of the Hong Kong Stock Exchange and the Company. The Company shall keep items (1) to (9) of the aforementioned point 2 at the designated address in Hong Kong for free inspection by the public and shareholders (the minutes of the general meetings are only available for shareholders to inspect and copy after paying a reasonable fee).

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
The Hong Kong branch register of shareholders must be available for inspection by shareholders. However, the Company may be allowed to suspend the registration of shareholders on terms equivalent to section 632 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). In other words, the Company may, by notice, close its register of shareholders or that part of the register relating to shareholders holding any class of shares for one or more than one periods, provided that, the accumulative period of closure shall not exceed 30 days within any one year.	The Hong Kong branch register of shareholders must be available for inspection by shareholders. However, the Company may be allowed to suspend the registration of shareholders on terms equivalent to section 632 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). In other words, the Company may, by notice, close its register of shareholders or that part of the register relating to shareholders holding any class of shares for one or more than one periods, provided that, the accumulative period of closure shall not exceed 30 days within any one year.
Subject to compliance with applicable laws, administrative regulations and securities regulatory rules in the place where the shares of the Company are listed, the Company may reject the requests if the content to be inspected and copied involves the business secrets and inside information of the Company or the personal privacy of relevant personnel.	Subject to compliance with applicable laws, administrative regulations and securities regulatory rules in the place where the shares of the Company are listed, the Company may reject the requests if the content to be inspected and copied involves the business secrets and inside information of the Company or the personal privacy of relevant personnel.
(VI) to participate in the distribution of the residual assets of the Company in proportion to their shareholdings in the event of the termination or liquidation of the Company;	(VI) to participate in the distribution of the residual assets of the Company in proportion to their shareholdings in the event of the termination or liquidation of the Company;
(VII) to request the Company to purchase their shares for the shareholders who object to the resolution on merger or division made by the general meetings;	(VII) to request the Company to purchase their shares for the shareholders who object to the resolution on merger or division made by the general meetings;
(VIII) other rights stipulated by laws, administrative regulations, regulatory documents, the Hong Kong Listing Rules and the Articles of Association.	(VIII) other rights stipulated by laws, administrative regulations, regulatory documents, the Hong Kong Listing Rules and the Articles of Association.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
/	Article 41 The shareholders shall have the right to inspect and copy the Articles of Association, the register of shareholders, minutes of general meetings, resolutions of Board meetings, resolutions of meetings of the Audit Committee of the Board, financial and accounting reports, and to present proposals or raise enquiries about the Company’s operation.

A shareholder severally or jointly holding more than 3% of shares of the Company for over 180 consecutive days may request to inspect the Company’s accounting books and vouchers by submitting a written request stating the purpose. If the Company has reasonable grounds to believe that the shareholder’s request serves an improper purpose and may harm the Company’s legitimate interests, it may refuse the inspection. The Company must respond to the shareholder in writing within 15 days from the date of receiving the written request, providing reasons for the refusal. If the inspection is denied, the shareholder may initiate legal proceedings in the People’s Court.

A shareholder may appoint an accounting firm, law firm or other intermediary agencies to inspect the materials specified in the preceding paragraph. Shareholders and the accounting firms, law firms and other intermediary agencies they appointed shall comply with the requirements of laws and administrative regulations on the protection of state secrets, trade secrets, personal privacy and personal information etc., when inspecting and reproducing relevant materials. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
	Where a shareholder requests to inspect or reproduce materials related to wholly-owned subsidiaries of the Company, the provisions of the preceding three paragraphs shall apply.

The shareholders of the Company shall comply with the requirements of the Securities Law of the People's Republic of China and the laws and administrative regulations on securities supervision of the place where the Company is listed, when inspecting and reproducing relevant materials. |
| Article 41 In the event that any resolution of the general meeting and resolution of the Board violates laws or administrative regulations, the shareholders shall be entitled to request the People's Court to invalidate the said resolution.

In the event that the convening procedure or voting method of the general meeting or meeting of the Board violates any of the laws, administrative regulations or the Articles of Association, or the content of any resolution violates the Articles of Association, the shareholders shall be entitled to request the People's Court to overturn the resolution within 60 days upon the resolution was adopted-, except where there are only minor defects in the convening procedure or voting method of the general meeting or meeting of the Board, which do not materially affect the resolutions. Shareholders who have not been notified to attend the general meeting may request the People's Court to overturn the resolution within 60 days from the date they knew or should have known of the adopting of the resolution of the general meeting; if the right to overturn is not exercised within one year from the date the resolution was adopted, the right to overturn shall be extinguished. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 42 Where the Company incurs loss as a result of violation of the laws, administrative regulations or the Articles of Association by directors and senior management in the course of performing their duties, shareholders severally or jointly holding more than 1% of shares of the Company for over 180 consecutive days shall have the rights to request in writing to the board of supervisors to initiate legal proceedings in the People’s Court; where the Company incurs loss as a result of violation of the laws, administrative regulations or the Articles of Association by the board of supervisors in the course of performing duties, shareholders severally or jointly holding more than 1% of shares of the Company for over 180 consecutive days shall have the rights to request in writing to the Board to initiate legal proceedings in the People’s Court.	Article 42 Article 44 Where the Company incurs loss as a result of violation of the laws, administrative regulations or the Articles of Association by directors and senior management in the course of performing their duties, shareholders severally or jointly holding more than 1% of shares of the Company for over 180 consecutive days may shall have the rights to request in writing to the board of supervisors Audit Committee of the Board to initiate legal proceedings in the People’s Court; where the Company incurs loss as a result of violation of the laws, administrative regulations or the Articles of Association by the board of supervisors Audit Committee of the Board in the course of performing duties, shareholders severally or jointly holding more than 1% of shares of the Company for over 180 consecutive days shall have the rights to request in writing to the Board to initiate legal proceedings in the People’s Court.
In the event that the board of supervisors or the Board refuses to initiate legal proceedings upon receipt of the aforesaid Shareholders’ written request, or fails to initiate legal proceedings within 30 days upon receipt thereof, or in the event that the failure to immediately initiate legal proceedings in an emergency case will incur irrecoverable damage to the interests of the Company, shareholders specified in the preceding paragraph may, in their own name, directly initiate legal proceedings in the People’s Court for the interests of the Company.	In the event that the board of supervisors Audit Committee of the Board or the Board refuses to initiate legal proceedings upon receipt of the aforesaid Shareholders’ written request, or fails to initiate legal proceedings within 30 days upon receipt thereof, or in the event that the failure to immediately initiate legal proceedings in an emergency case will incur irrecoverable damage to the interests of the Company, shareholders specified in the preceding paragraph may, in their own name, directly initiate legal proceedings in the People’s Court for the interests of the Company.

Original Articles

Amended Articles

Article 42 Where the Company incurs loss as a result of violation of the laws, administrative regulations or the Articles of Association by directors and senior management in the course of performing their duties, shareholders severally or jointly holding more than 1% of shares of the Company for over 180 consecutive days shall have the rights to request in writing to the board of supervisors to initiate legal proceedings in the People’s Court; where the Company incurs loss as a result of violation of the laws, administrative regulations or the Articles of Association by the board of supervisors in the course of performing duties, shareholders severally or jointly holding more than 1% of shares of the Company for over 180 consecutive days shall have the rights to request in writing to the Board to initiate legal proceedings in the People’s Court.

Article 42 Article 44 Where the Company incurs loss as a result of violation of the laws, administrative regulations or the Articles of Association by directors and senior management in the course of performing their duties, shareholders severally or jointly holding more than 1% of shares of the Company for over 180 consecutive days may shall have the rights to request in writing to the board of supervisors Audit Committee of the Board to initiate legal proceedings in the People’s Court; where the Company incurs loss as a result of violation of the laws, administrative regulations or the Articles of Association by the board of supervisors Audit Committee of the Board in the course of performing duties, shareholders severally or jointly holding more than 1% of shares of the Company for over 180 consecutive days shall have the rights to request in writing to the Board to initiate legal proceedings in the People’s Court.

In the event that the board of supervisors or the Board refuses to initiate legal proceedings upon receipt of the aforesaid Shareholders’ written request, or fails to initiate legal proceedings within 30 days upon receipt thereof, or in the event that the failure to immediately initiate legal proceedings in an emergency case will incur irrecoverable damage to the interests of the Company, shareholders specified in the preceding paragraph may, in their own name, directly initiate legal proceedings in the People’s Court for the interests of the Company.

In the event that the board of supervisors Audit Committee of the Board or the Board refuses to initiate legal proceedings upon receipt of the aforesaid Shareholders’ written request, or fails to initiate legal proceedings within 30 days upon receipt thereof, or in the event that the failure to immediately initiate legal proceedings in an emergency case will incur irrecoverable damage to the interests of the Company, shareholders specified in the preceding paragraph may, in their own name, directly initiate legal proceedings in the People’s Court for the interests of the Company.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
In the event that any other person infringes upon the legitimate rights and interests of the Company and causes losses thereto, the shareholders specified in the first paragraph of this Article may initiate legal proceedings in the People’s Court according to the provisions of the preceding two paragraphs.	In the event that any other person infringes upon the legitimate rights and interests of the Company and causes losses thereto, the shareholders specified in the first paragraph of this Article may initiate legal proceedings in the People’s Court according to the provisions of the preceding two paragraphs.

If the directors, supervisors or senior management of a wholly-owned subsidiary of the Company are involved in any of the circumstances set forth in the preceding paragraph, or if any other person infringes upon the legitimate rights and interests of a wholly-owned subsidiary of the Company and causes losses, shareholders of a limited liability company, or shareholders of a joint stock limited company who severally or jointly hold more than 1% of shares of the Company for over 180 consecutive days may, in accordance with the provisions of the preceding three paragraphs, request in writing to the board of supervisors or the Board of the wholly-owned subsidiary to initiate legal proceedings in the People’s Court, or directly initiate legal proceedings in their own names in the People’s Court. |
| / | Article 46 The Company shall be liable for any damages to others caused by a director or senior management while he or she is performing his or her duties. The director or senior management in question shall also be liable if such damages are intentional or caused by his or her gross negligence.

The controlling shareholders or actual controllers of the Company instructing a director or senior management to engage in acts that harm the interests of the Company or shareholders shall be liable jointly and severally with the director or senior management. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 44 Shareholders of the Company shall assume the following obligations:

(I) to abide by the laws, administrative regulations and the Articles of Association;

(II) to pay subscription monies according to the number of shares subscribed and the method of subscription;

(III) to be liable to the Company to the extent of the shares they hold;

(IV) not to withdraw the shares after the approval and registration of the Company unless required by laws and regulations;

(V) not to abuse shareholders’ rights to damage the interests of the Company or other shareholders; not to abuse the status of the Company as an independent legal person and the limited liability of shareholders to damage the interests of any creditors of the Company;

(VI) other obligations as stipulated by the laws, administrative regulations, the Hong Kong Listing Rules and the Articles of Association.

When any shareholder of the Company abuses the shareholders’ rights and incurs losses to the Company or other shareholders, such shareholder shall be liable for compensation in accordance with the law. Where shareholders of the Company abuse the status of the Company as an independent legal person and the limited liability of shareholders for the purposes of evading debts, thereby materially damaging the interests of the creditors of the Company, such shareholders shall be jointly and severally liable for the debts of the Company. | Article 44 Article 47 Shareholders of the Company shall assume the following obligations:

(I) to abide by the laws, administrative regulations and the Articles of Association;

(II) to pay subscription monies according to the number of shares subscribed and the method of subscription;

(III) to be liable to the Company to the extent of the shares they hold;

(IV)(III) not to withdraw the shares after the approval and registration of the Company unless required by laws and regulations;

(V)(IV) not to abuse shareholders’ rights to damage the interests of the Company or other shareholders; not to abuse the status of the Company as an independent legal person and the limited liability of shareholders to damage the interests of any creditors of the Company;

(VI)(V) other obligations as stipulated by the laws, administrative regulations, the Hong Kong Listing Rules and the Articles of Association.

When any shareholder of the Company abuses the shareholders’ rights and incurs losses to the Company or other shareholders, such shareholder shall be liable for compensation in accordance with the law. Where shareholders of the Company abuse the status of the Company as an independent legal person and the limited liability of shareholders for the purposes of evading debts, thereby materially damaging the interests of the creditors of the Company, such shareholders shall be jointly and severally liable for the debts of the Company. |
| Section 2 General Provisions for General Meetings | Section 2 General Provisions for General Meetings |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 47 The general meeting is the organ of authority of the Company and shall exercise the following functions and powers according to the law:

(I) to decide operational directions and investment plans of the Company;

(II) to elect and replace directors and supervisors who are not staff representatives and to determine matters relating to the remuneration of the directors and supervisors;

(III) to consider and approve the reports of the Board;

(IV) to consider and approve the reports of the board of supervisors;

(V) to consider and approve the annual financial budgets and final accounts of the Company;

(VI) to consider and approve the profit distribution plans and plans for recovery of losses of the Company;

(VII) to make resolutions on increase or reduction of the registered capital of the Company;

(VIII) to make resolutions on the issuance of corporate bonds;

(IX) to make resolutions on the merger, demerger, dissolution, liquidation or change of corporate form of the Company;

(X) to amend the Articles of Association; | Article 47 Article 50 The general meeting is the organ of authority of the Company and shall exercise the following functions and powers according to the law:

(I) to decide operational directions and investment plans of the Company;

(II)(I) to elect and replace directors and supervisors who are not staff representatives and to determine matters relating to the remuneration of the directors and supervisors;

(III)(II) to consider and approve the reports of the Board;

(IV) to consider and approve the reports of the board of supervisors;

(V) to consider and approve the annual financial budgets and final accounts of the Company;

(VI)(III) to consider and approve the profit distribution plans and plans for recovery of losses of the Company;

(VII)(IV) to make resolutions on increase or reduction of the registered capital of the Company;

(VIII)(V) to make resolutions on the issuance of corporate bonds;

(IX)(VI) to make resolutions on the merger, demerger, dissolution, liquidation or change of corporate form of the Company; |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
(XI) to make resolutions on the matter of the appointment and dismissal of accounting firms;	(XI)(VIII) to make resolutions on the matter of the appointment and dismissal of accounting firms;
(XII) to consider and approve the matters of guarantee as prescribed in the Articles of Association;	(XII)(IX) to consider and approve the matters of guarantee as prescribed in the Articles of Association which require consideration by the general meeting;
(XIII) to consider the matters that the acquisition or disposal of significant assets by the Company within one year if the asset value exceeds 30% of the latest audited total assets of the Company;	(XIII)(X) to consider the matters that the acquisition or disposal of significant assets by the Company within one year if the asset value exceeds 30% of the latest audited total assets of the Company;
(XIV) to consider and approve matters relating to the change of the purpose of raised funds;	(XIV)(XI) to consider and approve matters relating to the change of the purpose of raised funds;
(XV) to consider the share incentive plans and employee shareholding schemes;	(XV)(XII) to consider the share incentive plans and employee shareholding schemes;
(XVI) to consider other matters that shall be decided by the general meetings as provided by laws, administrative regulations, departmental rules and regulations or the Articles of Association;	(XVI)(XIII) to consider other matters that shall be decided by the general meetings as provided by laws, administrative regulations, departmental rules and regulations or the Articles of Association;
(XVII) other matters required by the Hong Kong Listing Rules.	(XVII)(XIV) other matters required by the Hong Kong Listing Rules.
The functions and powers of the general meetings described above shall not be delegated to the Board or any other organizations or individuals through authorization.	The functions and powers of the general meetings described above shall not be delegated to the Board or any other organizations or individuals through authorization.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
The general meetings may, under necessary, reasonable and legal circumstances, authorize or delegate the Board to take charge of the matters he or she is authorized or delegated, including but not limited to the following matters in the general meetings:	The general meetings may, under necessary, reasonable and legal circumstances, authorize or delegate the Board to take charge of the matters he or she is authorized or delegated, including but not limited to the following matters in the general meetings:
Subject to the applicable laws, regulations and listing rules, general mandate is granted to the Board to issue, allot and deal with additional overseas listed shares, the quantity of which shall be no more than 20% of the issued overseas listed shares (or any other proportion regulated by applicable laws, administrative regulations and listing rules in the place where the securities of the Company are listed);	Subject to the applicable laws, regulations and listing rules, general mandate is granted to the Board to issue, allot and deal with additional overseas listed shares, the quantity of which shall be no more than 20% of the issued overseas listed shares (or any other proportion regulated by applicable laws, administrative regulations and listing rules in the place where the securities of the Company are listed);
The Board is authorized to decide the specific clauses and relevant matters about the issuance of debt financing instruments like domestic short-term financing bonds, medium-term notes, corporate bonds and overseas US dollars bonds within the scope of the limit for bond issuance according to the needs of production operation and capital expenditure and market conditions, including (but not limited to) determining the actual amount, interest rate, term, targets of issuance, use of proceeds of bonds to be issued within the aforesaid scope and preparing, signing and disclosing all necessary documents.	The Board is authorized to decide the specific clauses and relevant matters about the issuance of debt financing instruments like domestic short-term financing bonds, medium-term notes, corporate bonds and overseas US dollars bonds within the scope of the limit for bond issuance according to the needs of production operation and capital expenditure and market conditions, including (but not limited to) determining the actual amount, interest rate, term, targets of issuance, use of proceeds of bonds to be issued within the aforesaid scope and preparing, signing and disclosing all necessary documents.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 48 The following external guarantees of the Company shall be reviewed and passed at the general meetings:	Article 48 Article 51 The following external guarantees of the Company shall be reviewed and passed at the general meetings:
(I) any guarantee provided after the total amount of external guarantees of the Company and its holding subsidiaries has exceeded 50% of the latest audited net assets;	(I) any guarantee provided after the total amount of external guarantees of the Company and its holding subsidiaries has exceeded 50% of the latest audited net assets;
(II) any guarantee provided after the total amount of external guarantees of the Company has exceeded 30% of the latest audited total assets;	(II) any guarantee provided after the total amount of external guarantees of the Company has exceeded 30% of the latest audited total assets;
(III) any guarantee provided by the Company within one year with the total amount of guarantees exceeding 30% of the latest audited total assets;	(III) any guarantee provided by the Company within one year with the total amount of guarantees exceeding 30% of the latest audited total assets;
(IV) any guarantee provided for any guaranteed party with a gearing ratio of over 70%;	(IV) any guarantee provided for any guaranteed party with a gearing ratio of over 70%;
(V) any single guarantee with the amount of guarantee exceeding 10% of the latest audited net assets;	(V) any single guarantee with the amount of guarantee exceeding 10% of the latest audited net assets;
(VI) any guarantee provided to the shareholders, actual controllers and connected parties thereof.	(VI) any guarantee provided to the shareholders, actual controllers and connected parties thereof.
Article 49 General meetings are divided into annual general meetings and extraordinary general meetings.	Article 49 Article 52 General meetings are divided into annual general meetings and extraordinary general meetings.
The annual general meetings shall be convened once a year and be held within six months from the end of the previous fiscal year.	The annual general meetings shall be convened once a year and be held within six months from the end of the previous fiscal year.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 50 The Company shall convene an extraordinary general meeting within two months from the date of the occurrence of any of the following circumstances:
(I) when the number of directors is less than the statutory number specified in the Company Law or two-thirds of the number specified in the Articles of Association;
(II) when the unrecovered losses of the Company amount to one-third of the total paid-in share capital of the Company;
(III) upon request in writing by a shareholder alone or shareholders together holding more than 10% of the Company’s shares;
(IV) when the Board considers it necessary;
(V) when it is proposed by the board of supervisors;
(VI) any other circumstances stipulated by laws, administrative regulations, departmental rules, the Hong Kong Listing Rules or the Articles of Association.	Article 50 Article 53 The Company shall convene an extraordinary general meeting within two months from the date of the occurrence of any of the following circumstances:
(I) when the number of directors is less than the statutory number specified in the Company Law or two-thirds of the number specified in the Articles of Association;
(II) when the unrecovered losses of the Company amount to one-third of the total paid-in share capital of the Company;
(III) upon request in writing by a shareholder alone or shareholders together holding more than 10% of the Company’s shares;
(IV) when the Board considers it necessary;
(V) when it is proposed by the board of supervisors independent non-executive directors;
(VI) any other circumstances stipulated by laws, administrative regulations, departmental rules, the Hong Kong Listing Rules or the Articles of Association.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 51 The Company shall convene a general meeting at its domicile or other places as indicated in the notice of the general meeting.

The general meeting shall arrange a meeting venue and be convened through on-site meetings, telephone meetings or any other means. The Company may also provide online voting method to facilitate shareholders attending the general meeting. Shareholders participating in general meetings in the aforesaid manner shall be deemed to have attended the meeting. Each shareholder has the rights to speak and vote at general meetings save for individual shareholders who are required by the Hong Kong Listing Rules to abstain from voting on particular matters.

The general meeting shall arrange a meeting venue and be convened through on-site meetings, telephone meetings or any other means. The Company may also provide online voting—method use, electronic communications and other means to facilitate shareholders attending the general meeting, as appropriate. Shareholders participating in general meetings in the aforesaid manner shall be deemed to have attended the meeting. Each shareholder has the rights to speak and vote at general meetings save for individual shareholders who are required by the Hong Kong Listing Rules to abstain from voting on particular matters.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 52 Independent non-executive directors shall have the right to propose to the Board to convene extraordinary general meetings. When an independent non-executive director proposes to convene an extraordinary general meeting, the Board shall issue written feedback on consent or non-consent to the convening of the extraordinary general meeting within 10 days from the receipt of the proposal according to the laws, administrative regulations and the Articles of Association. If the Board gives consent to convene an extraordinary general meeting, it shall, within five days from the passing of the board resolution, issue a notice on convening the general meetings. If the Board does not give consent to convene an extraordinary general meeting, the Board shall state the reason and issue an announcement.	Article 52 Article 55 Independent non-executive directors shall have the right to propose to the Board to convene extraordinary general meetings. When an independent non-executive director proposes to convene an extraordinary general meeting, the Board shall issue written feedback on consent or non-consent to the convening of the extraordinary general meeting within 10 days from the receipt of the proposal according to the laws, administrative regulations and the Articles of Association. If the Board gives consent to convene an extraordinary general meeting, it shall, within five days from the passing of the board resolution, issue a notice on convening the general meetings. If the Board does not give consent to convene an extraordinary general meeting, the Board shall state the reason and issue an announcement.

Original Articles

Amended Articles

Article 52 Independent non-executive directors shall have the right to propose to the Board to convene extraordinary general meetings. When an independent non-executive director proposes to convene an extraordinary general meeting, the Board shall issue written feedback on consent or non-consent to the convening of the extraordinary general meeting within 10 days from the receipt of the proposal according to the laws, administrative regulations and the Articles of Association. If the Board gives consent to convene an extraordinary general meeting, it shall, within five days from the passing of the board resolution, issue a notice on convening the general meetings. If the Board does not give consent to convene an extraordinary general meeting, the Board shall state the reason and issue an announcement.

Article 52 Article 55 Independent non-executive directors shall have the right to propose to the Board to convene extraordinary general meetings. When an independent non-executive director proposes to convene an extraordinary general meeting, the Board shall issue written feedback on consent or non-consent to the convening of the extraordinary general meeting within 10 days from the receipt of the proposal according to the laws, administrative regulations and the Articles of Association. If the Board gives consent to convene an extraordinary general meeting, it shall, within five days from the passing of the board resolution, issue a notice on convening the general meetings. If the Board does not give consent to convene an extraordinary general meeting, the Board shall state the reason and issue an announcement.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 53 The board of supervisors shall have the right to propose the convening of extraordinary general meetings and submit such proposal in writing to the Board. In accordance with the laws, administrative regulations and the Articles of Association, the Board shall issue written feedback on consent or non-consent to the convening of the extraordinary general meetings within 10 days from the receipt of the proposal.

Original Articles

Amended Articles

Article 53 The board of supervisors shall have the right to propose the convening of extraordinary general meetings and submit such proposal in writing to the Board. In accordance with the laws, administrative regulations and the Articles of Association, the Board shall issue written feedback on consent or non-consent to the convening of the extraordinary general meetings within 10 days from the receipt of the proposal.

If the Board gives consent to convene an extraordinary general meeting, it shall, within five days from the passing of the Board resolution, issue a notice on convening the general meetings. Any changes to the original proposal in the notice shall obtain the consent of the board of supervisors.

If the Board does not give consent to convene an extraordinary general meeting or does not issue feedback within 10 days from the receipt of the proposal, the Board shall be deemed as unable to perform or failed to perform the duties of convening a general meeting. In such cases, the board of supervisors may proceed to convene and chair the meeting on its own. |
| Article 54 On the basis of one share for one vote, shareholders holding more than 10% of the shares of the Company individually or jointly shall have the right to request the Board to convene an extraordinary general meeting, have such right to include resolutions in the agenda and submit such request in writing to the Board. The Board shall issue written feedback on consent or non-consent to the convening of the extraordinary general meeting within 10 days from the receipt of the request according to the laws, administrative regulations and the Articles of Association. | Article 54 Article 56 On the basis of one share for one vote, shareholders holding more than 10% of the shares of the Company individually or jointly for over ninety consecutive days shall have the right to request the Board to convene an extraordinary general meeting, have such right to include resolutions in the agenda and submit such request in writing to the Board. The Board shall issue written feedback on consent or non-consent to the convening of the extraordinary general meeting within 10 days from the receipt of the request according to the laws, administrative regulations and the Articles of Association. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
If the Board gives consent to convene an extraordinary general meeting, it shall, within five days from the passing of the board resolution, issue a notice on convening the general meetings. Any changes to the original request in the notice shall obtain the consent of proposing shareholders.	Article 57 If the Board gives consent to convene an extraordinary general meeting, it shall, within five days from the passing of the board resolution, issue a notice on convening the general meeting. Any changes to the original request in the notice shall obtain the consent of proposing shareholders.
If the Board does not give consent to convene an extraordinary general meeting or does not issue feedback within ten days from the receipt of the request, shareholders holding more than 10% of the shares of the Company individually or jointly shall have the right to propose to the board of supervisors to convene an extraordinary general meeting, and submit such request in writing to the board of supervisors.	If the Board does not give consent to convene an extraordinary general meeting or does not issue feedback within ten days from the receipt of the request, shareholders holding more than 10% of the shares of the Company individually or jointly shall have the right to propose to the board of supervisors to convene an extraordinary general meeting, and submit such request in writing to the board of supervisors.
If the board of supervisors gives consent to convene an extraordinary general meeting, the board of supervisors shall issue the notice for the convening of the extraordinary general meeting within five days from the receipt of the request. Any changes to the original request in the notice shall obtain the consent of proposing shareholders.	If the board of supervisors gives consent to convene an extraordinary general meeting, the board of supervisors shall issue the notice for the convening of the extraordinary general meeting within five days from the receipt of the request. Any changes to the original request in the notice shall obtain the consent of proposing shareholders.
If the board of supervisors does not issue a notice of a general meeting within the stipulated period, the board of supervisors shall be deemed as not convening and chairing the general meeting. Shareholders holding more than 10% of the shares of the Company individually or jointly for over 90 consecutive days may convene and chair the general meeting on their own.	If the board of supervisors does not issue a notice of a general meeting within the stipulated period, the board of supervisors shall be deemed as not convening and chairing the general meeting. Shareholders holding more than 10% of the shares of the Company individually or jointly for over 90 consecutive days may convene and chair the general meeting on their own.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 55 Prior to the announcement of resolutions passed by the general meeting, the shareholding percentage of the convening shareholders shall be no less than 10%.	Article 55 Article 58 Prior to the announcement of resolutions passed by the general meeting, the shareholding percentage of the convening shareholders shall be no less than 10%.
Article 56 For the general meetings convened by the board of supervisors or shareholders, the Board and the secretary of the Board shall cooperate. The Board shall provide the register of shareholders as at the date of record. The register of shareholders obtained by the convener shall not be used for any purpose other than convening a general meeting.	Article 56 Article 59 For the general meeting convened by the board of supervisors or shareholders, the Board and the secretary of the Board shall cooperate. The Board shall provide the register of shareholders as at the date of record. The register of shareholders obtained by the convener shall not be used for any purpose other than convening a general meeting.
Article 57 The necessary expenses for a general meeting convened by the board of supervisors or shareholders shall be borne by the Company.	Article 57 Article 60 The necessary expenses for a general meeting convened by the board of supervisors or shareholders shall be borne by the Company.
Section 4 Proposals and Notices of General Meetings	Section 4 Proposals and Notices of General Meetings
Article 58 The contents of the proposal shall fall within the scope of the functions and powers of the general meetings and shall have specified subjects and specific resolutions, in further compliance with the laws, administrative regulations and the Articles of Association. The proposals of the general meetings shall be in writing.	Article 58 Article 61 The contents of the proposal shall fall within the scope of the functions and powers of the general meeting and shall have specified subjects and specific resolutions, in further compliance with the laws, administrative regulations and the Articles of Association. The proposals of the general meeting shall be in writing.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 59 When the Company convenes the general meeting, the Board, the board of supervisors and shareholders individually or jointly holding more than 3% of the shares of the Company shall have the right to make proposals.

Shareholders individually or jointly holding more than 3% of the shares of the Company may make provisional proposals and submit them to the convener in writing 10 days before a general meeting. The convener shall, within two days upon receipt of the proposal, issue a supplementary notice of the general meeting, announcing the contents of such provisional proposals.

The general meeting shall not vote on or resolve any proposals not incorporated in the notice or not in compliance with Article 58 of the Articles of Association. | Article 59 Article 62 When the Company convenes the general meeting, the Board, the board of supervisors and shareholders individually or jointly holding more than 3%1% of the shares of the Company shall have the right to make proposals.

Shareholders individually or jointly holding more than 3%1% of the shares of the Company may make provisional proposals and submit them to the convener in writing 10 days before a general meeting. The convener shall, within two days upon receipt of the proposal, issue a supplementary notice of the general meeting, announcing the contents of such provisional proposals, which exclude those violating the requirements of the laws, administrative regulations or the Articles of Association, or falling out of the scope of the authority of the general meeting.

The general meeting shall not vote on or resolve any proposals not incorporated in the notice or not in compliance with Article 58 Article 61 of the Articles of Association. |
| Article 60 The convener of the general meeting shall notify the shareholders by announcement twenty days prior to the annual general meeting, and shall notify the shareholders by announcement fifteen days prior to the extraordinary general meeting. The notice shall be accompanied by the form of proxy, which shall provide the options for and against all resolutions to be proposed at the meeting.

In determining the commencement date and the period, the Company shall not include the date convening the meeting. | Article 60 Article 63 The convener of the general meeting shall notify the shareholders by announcement twenty days prior to the annual general meeting, and shall notify the shareholders by announcement fifteen days prior to the extraordinary general meeting. The notice shall be accompanied by the form of proxy, which shall provide the options for and against all resolutions to be proposed at the meeting.

In determining the commencement date and the period, the Company shall not include the date convening the meeting. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 61 The notice of a general meeting shall include the following details:
(I) the time, address and duration of the meeting;
(II) the matters and proposals submitted to be deliberated at the meeting;
(III) a prominent written statement that all shareholders are entitled to attend the general meeting and may appoint a proxy in writing to attend and vote at the meeting. The proxy may not be a shareholder of the Company;
(IV) the date of registration of shareholdings of shareholders who are entitled to attend the general meeting;
(V) the name and telephone number of the permanent contact person concerning meeting matters;
(VI) the time and procedure for voting through internet or other means;
(VII) any other matters stipulated by laws, administrative regulations, regulatory documents, and the Hong Kong Listing Rules.

The specific details of all proposals shall be adequately and fully disclosed in the notice and supplementary notice of the general meeting. When the matters to be discussed require the opinions of independent non-executive directors, the opinions and reasons of the independent non-executive directors shall be disclosed when the notice or supplementary notice of the general meeting is issued.

The interval between the date of registration of shareholdings and the date of the meeting shall be no more than seven business days. The date of registration of shareholdings shall not be changed once determined. | Article 61 Article 64 The notice of a general meeting shall include the following details:
(I) the time, address and duration of the meeting;
(II) the matters and proposals submitted to be deliberated at the meeting;
(III) a prominent written statement that all shareholders are entitled to attend the general meeting and may appoint a proxy in writing to attend and vote at the meeting. The proxy may not be a shareholder of the Company;
(IV) the date of registration of shareholdings of shareholders who are entitled to attend the general meeting;
(V) the name and telephone number of the permanent contact person concerning meeting matters;
(VI) the time and procedure for voting through internet or other means;
(VII) any other matters stipulated by laws, administrative regulations, regulatory documents, and the Hong Kong Listing Rules.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 62 If the matters involving the election of directors and supervisors are to be discussed at the general meeting, the notice of the general meeting shall fully disclose the detailed information of the candidates for directors and supervisors, which shall at least include the following:	Article 62 Article 65 If the matters involving the election of directors and supervisors are to be discussed at the general meeting, the notice of the general meeting shall fully disclose the detailed information of the candidates for directors and supervisors, which shall at least include the following:
(I) personal particulars including full name, educational background, working experience, part-time jobs;	(I) personal particulars including full name, educational background, working experience, part-time jobs;
(II) whether there is any connected relationship between such candidates and the Company or controlling shareholders and actual controller of the Company;	(II) whether there is any connected relationship between such candidates and the Company or controlling shareholders and actual controller of the Company;
(III) disclosure of their shareholdings in the Company;	(III) disclosure of their shareholdings in the Company;
(IV) whether the candidates have been punished by the relevant regulatory authorities and other relevant authorities or reprimanded by a stock exchange;	(IV) whether the candidates have been punished by the relevant regulatory authorities and other relevant authorities or reprimanded by a stock exchange;
(V) other matters regulated by the Hong Kong Listing Rules.	(V) other matters regulated by the Hong Kong Listing Rules.
Except for the directors and supervisors elected through the cumulative voting system, each candidate for director and supervisor shall be individually proposed.	Except for the directors and supervisors elected through the cumulative voting system, each candidate for director and supervisor shall be individually proposed.
Article 63 After the issuance of the notice for a general meeting, the general meeting shall not be postponed or canceled without any proper reasons, and the proposals specified in the notice shall not be withdrawn. In case of delay or cancelation, the convener shall give a notice to shareholders stating the reasons at least two business days before the original meeting date.	Article 63 Article 66 After the issuance of the notice for a general meeting, the general meeting shall not be postponed or canceled without any proper reasons, and the proposals specified in the notice shall not be withdrawn. In case of delay or cancelation, the convener shall give a notice to shareholders stating the reasons at least two business days before the original meeting date.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Section 5 Holding of General Meetings	Section 5 Holding of General Meetings
Article 64 The Board and other conveners shall take all necessary measures to ensure that the general meeting is conducted in an orderly manner, and shall take steps to prevent any activities that interfere the general meetings, cause disturbances and infringe the legal interests of the shareholders, and report such activities to the relevant authorities for investigation and punishment.	Article 64 Article 67 The Board and other conveners shall take all necessary measures to ensure that the general meeting is conducted in an orderly manner, and shall take steps to prevent any activities that interfere the general meeting, cause disturbances and infringe the legal interests of the shareholders, and report such activities to the relevant authorities for investigation and punishment.
Article 65 All shareholders in the register of shareholders as at the date of record or their proxies shall have corresponding rights to attend and speak at the general meeting and exercise the voting rights according to relevant laws, regulations and the Articles of Association.	Article 65 Article 68 All shareholders in the register of shareholders as at the date of record or their proxies shall have corresponding rights to attend and speak at the general meeting and exercise the voting rights according to relevant laws, regulations and the Articles of Association.
Shareholders may either attend and exercise the voting rights at the general meeting in person, or appoint any persons (regardless of whether such person is a shareholder of the Company) as their proxies to attend the meeting and exercise the voting rights within the scope of authorization.	Shareholders may either attend and exercise the voting rights at the general meeting in person, or appoint any persons (regardless of whether such person is a shareholder of the Company) as their proxies to attend the meeting and exercise the voting rights within the scope of authorization. Any shareholder who is entitled to attend and vote at the general meeting shall be entitled to appoint one or more persons (whether such person is a shareholder or not) as his/her proxy(ies) to attend and vote on his/her behalf.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 66 Individual shareholders attending the meeting in person shall present their identity cards or any other valid certificates or documents or stock account cards for identification. Proxies attending the meeting shall present their personal identity cards and the power of attorney from the shareholder.	Article 66 Article 69 Individual shareholders attending the meeting in person shall present their identity cards or any other valid certificates or documents or stock account cards for identification. Proxies attending the meeting shall present their personal identity cards and the power of attorney from the shareholder.
Legal person shareholders shall assign their legal representatives or the proxies they entrust to attend the meeting. Legal representatives attending the meeting shall present their identity cards and valid documents that can prove his or her qualification as the legal representative. Proxies authorized to attend the meeting shall present their identity cards and the written power of attorney legally issued by the legal representative of the legal person shareholder.	Legal person shareholders shall assign their legal representatives or the proxies they entrust to attend the meeting. Legal representatives attending the meeting shall present their identity cards and valid documents that can prove his or her qualification as the legal representative. Proxies authorized to attend the meeting shall present their identity cards and the written power of attorney legally issued by the legal representative of the legal person shareholder. The power of attorney shall specify the matters, authority and duration of proxy(ies).
A partnership shareholder shall attend the meeting by its managing partner (including the authorized representative of the managing partner) or its proxy. Managing partners attending the meeting shall present their identity cards and valid documents that can prove his or her qualification as the managing partner. Proxies attending the meeting shall present their identity cards and the written power of attorney legally issued by the managing partner of the partnership shareholder.	A partnership shareholder shall attend the meeting by its managing partner (including the authorized representative of the managing partner) or its proxy. Managing partners attending the meeting shall present their identity cards and valid documents that can prove his or her qualification as the managing partner. Proxies attending the meeting shall present their identity cards and the written power of attorney legally issued by the managing partner of the partnership shareholder. The power of attorney shall specify the matters, authority and duration of proxy(ies).

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
If the shareholder is an accredited clearing house (or its proxy) as defined under the Securities and Futures Ordinance of Hong Kong or relevant provisions of the laws of Hong Kong in effect from time to time, the shareholder may appoint one or more persons as its proxy at the general meeting and meeting of creditors. However, if more than one person is appointed, the power of attorney shall specify the number and class of the shares relating to each such proxy. Such person so appointed may represent the accredited clearing house (or its proxy) (no shareholding voucher, notarized authorization and/or further evidence to the duly authorization is required) as if such person is an individual shareholder of the Company and enjoys the same legal rights as those of other shareholders, including the rights to speak and vote.	If the shareholder is an accredited clearing house (or its proxy) as defined under the Securities and Futures Ordinance of Hong Kong or relevant provisions of the laws of Hong Kong in effect from time to time, the shareholder may appoint one or more persons as its proxy at the general meeting and meeting of creditors. However, if more than one person is appointed, the power of attorney shall specify the number and class of the shares relating to each such proxy. Such person so appointed may represent the accredited clearing house (or its proxy) (no shareholding voucher, notarized authorization and/or further evidence to the duly authorization is required) as if such person is an individual shareholder of the Company and enjoys the same legal rights as those of other shareholders, including the rights to speak and vote.
Article 67 The power of attorney issued by a shareholder to appoint another person to attend a general meeting shall contain the following information:	Article 67 Article 70 The power of attorney issued by a shareholder to appoint another person to attend a general meeting shall contain the following information:
(I) the name of the proxy;	(I) the name of the proxy;
(II) whether the proxy has the right to vote;	(II) whether the proxy has the right to vote;
(III) instructions to vote for, against or abstain from voting on each matter to be considered on the agenda of the general meeting, respectively;	(III) instructions to vote for, against or abstain from voting on each matter to be considered on the agenda of the general meeting, respectively;
(IV) the date of issuance and expiration date of the power of attorney;	(IV) the date of issuance and expiration date of the power of attorney;
(V) the signature (or seal) of the principal. If the principal is a legal person shareholder, the seal of the legal person entity shall be affixed. If the principal is a partnership shareholder, the seal of the partnership shall be affixed.	(V) the signature (or seal) of the principal. If the principal is a legal person shareholder, the seal of the legal person entity shall be affixed. If the principal is a partnership shareholder, the seal of the partnership shall be affixed.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 69 If the power of attorney for voting by proxy is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to be signed must be verified by a notary. The power of attorney or other instrument verified by the notary must be deposited together with the power of attorney at the domicile of the Company or other location designated in the notice convening the meeting not less than 24 hours prior to the convening of the meeting to discuss the relevant matters to be voted on as authorized in the proxy form or 24 hours prior to the time appointed for voting.

Original Articles

Amended Articles

Article 69 If the power of attorney for voting by proxy is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to be signed must be verified by a notary. The power of attorney or other instrument verified by the notary must be deposited together with the power of attorney at the domicile of the Company or other location designated in the notice convening the meeting not less than 24 hours prior to the convening of the meeting to discuss the relevant matters to be voted on as authorized in the proxy form or 24 hours prior to the time appointed for voting.

A legal person shareholder shall attend the general meetings of the Company by its legal representatives or persons authorized by the resolution of its Board or other decision-making body.

A partnership shareholder shall attend the general meetings of the Company by its managing partner or the appointed representative of the managing partner or the person authorized by the resolution of the partners’ meeting or other decision-making body. | Article 69 Article 72 If the power of attorney for voting by proxy is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to be signed must be verified by a notary. The power of attorney or other instrument verified by the notary must be deposited together with the power of attorney at the domicile of the Company or other location designated in the notice convening the meeting not less than 24 hours prior to the convening of the meeting to discuss the relevant matters to be voted on as authorized in the proxy form or 24 hours prior to the time appointed for voting.

A legal person shareholder shall attend the general meetings of the Company by its legal representatives or persons authorized by the resolution of its Board or other decision-making body.

A partnership shareholder shall attend the general meeting of the Company by its managing partner or the appointed representative of the managing partner or the person authorized by the resolution of the partners’ meeting or other decision-making body. |
| Article 72 When the general meetings are held, all directors, supervisors and secretary of the Board of the Company shall attend the general meetings, and the general manager and other senior management shall also attend the meetings on a non-voting basis. | Article 72 Article 75 When the general meetings are held, all directors, supervisors and secretary of the Board of the Company shall attend the general meetings, and the general manager and other senior management shall also attend the meetings on a non-voting basis. |

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Original Articles	Amended Articles
Article 73 The general meetings shall be convened by the Board and chaired by the chairman of the Board in accordance with the laws. When the chairman of the Board is unable to perform or does not perform his or her duties, a director nominated by more than half of the directors shall chair the meeting. However, the above provision shall not apply to the general meetings convened and chaired by the board of supervisors or qualified shareholders in accordance with the Articles of Association.

Original Articles

Amended Articles

Article 73 The general meetings shall be convened by the Board and chaired by the chairman of the Board in accordance with the laws. When the chairman of the Board is unable to perform or does not perform his or her duties, a director nominated by more than half of the directors shall chair the meeting. However, the above provision shall not apply to the general meetings convened and chaired by the board of supervisors or qualified shareholders in accordance with the Articles of Association.

The general meetings convened by the board of supervisors shall be chaired by the chairman of the board of supervisors. Where the chairman of the board of supervisors is unable to perform or does not perform his or her duties, a supervisor nominated by more than half of the supervisors shall chair the meeting.

The general meeting convened by shareholders shall be chaired by a representative recommended by the convener.

Where the general meeting is unable to continue due to the chairman of the meeting violating the rules of procedure of the meeting during the meeting, the general meeting may elect a person to chair the meeting upon consent of the attending shareholders with more than half of the voting rights to continue the meeting. | Article 73 Article 76 The general meetings shall be convened by the Board and chaired by the chairman of the Board in accordance with the laws. When the chairman of the Board is unable to perform or does not perform his or her duties, a director nominated by more than half of the directors shall chair the meeting. However, the above provision shall not apply to the general meetings convened and chaired by the board of supervisors or qualified shareholders in accordance with the Articles of Association.

The general meeting convened by shareholders shall be chaired by a representative recommended by the convener.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 74 The Company shall formulate the rules of procedure of the general meetings which shall set out the procedures of convening and voting at the general meetings in detail, including notices, registration, consideration for proposals, voting, vote counting, announcement on voting results, formation of the resolutions, meeting minutes and their signing, announcement and other matters, and the principles of authorization of the general meetings granted to the Board. The contents of authorization shall be clear and specific. The rules of procedure of the general meeting shall be prepared by the Board, approved at the general meeting and attached as an appendix to the Articles of Association.	Article 74 Article 77 The Company shall formulate the rules of procedure of the general meetings which shall set out the procedures of convening and voting at the general meetings in detail, including notices, registration, consideration for proposals, voting, vote counting, announcement on voting results, formation of the resolutions, meeting minutes and their signing, announcement and other matters, and the principles of authorization of the general meetings granted to the Board. The contents of authorization shall be clear and specific. The rules of procedure of the general meeting shall be prepared by the Board, approved at the general meeting and attached as an appendix to the Articles of Association.
Article 75 At the annual general meeting, the Board and the board of supervisors shall report their work done in the past year to the general meeting. Each independent non-executive director shall also deliver his or her work report.	Article 75 Article 78 At the annual general meeting, the Board and the board of supervisors shall report their work done in the past year to the general meeting. Each independent non-executive director shall also deliver his or her work report.
Article 76 Except for information that cannot be disclosed according to laws and administrative regulations or information involving with trade secrets of the Company, the directors, supervisors and senior management shall make explanations and statement on the inquiries and suggestions from shareholders at the general meetings.	Article 76 Article 79 Except for information that cannot be disclosed according to laws and administrative regulations or information involving with trade secrets of the Company, the directors, supervisors and senior management shall make explanations and statement on the inquiries and suggestions from shareholders at the general meetings.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 78 The secretary of the Board shall be responsible for the minutes of the general meetings.	Article 78 Article 81 The secretary of the Board shall be responsible for the minutes of the general meetings.
The minutes shall set forth the following contents:	The minutes shall set forth the following contents:
(I) time, place, agenda of the meeting, name of the convener;	(I) time, place, agenda of the meeting, name of the convener;
(II) name of the chairman of the meeting, directors, supervisors, the general manager and other senior management present or in attendance at the meeting;	(II) name of the chairman of the meeting, directors, supervisors, the general manager and other senior management present or in attendance at the meeting;
(III) number of shareholders and proxies present at the meeting, the total number of voting shares and the proportion of the total number of voting shares to the total shares of the Company;	(III) number of shareholders and proxies present at the meeting, the total number of voting shares and the proportion of the total number of voting shares to the total shares of the Company;
(IV) the consideration process, highlights of the speeches and voting results for each proposal;	(IV) the consideration process, highlights of the speeches and voting results for each proposal;
(V) queries or suggestions of shareholders and the corresponding replies or explanations;	(V) queries or suggestions of shareholders and the corresponding replies or explanations;
(VI) the name of lawyers, counting officers and scrutinizers;	(VI) the name of lawyers (if any), counting officers and scrutinizers;
(VII) such other matters which shall be recorded in the minutes specified by laws and regulations, stock exchange of the place where the shares of the Company are listed or the Articles of Association.	(VII) such other matters which shall be recorded in the minutes specified by laws and regulations, stock exchange of the place where the shares of the Company are listed or the Articles of Association.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 79 Conveners of the general meetings shall ensure that the contents of the minutes are true, accurate and complete. The directors, supervisors, secretary of the Board, convener or his or her representative and chairman of the meeting shall sign on the minutes. The minutes shall be kept together with the attendance record of shareholders attending the meeting, the power of attorney for proxies attending the meeting and the valid information of voting via online voting or other methods.	Article 79 Article 82 Conveners of the general meetings shall ensure that the contents of the minutes are true, accurate and complete. The directors, supervisors, secretary of the Board, convener or his or her representative and chairman of the meeting shall sign on the minutes. The minutes shall be kept together with the attendance record of shareholders attending the meeting, the power of attorney for proxies attending the meeting and the valid information of voting via online voting (if any) or other methods.
Article 80 The convener of the general meeting shall ensure that the general meeting is held continuously until the final resolutions are reached. In case the general meeting is adjourned or resolutions failed to be reached due to any special reasons like force majeure, necessary measures shall be taken to resume the general meeting as soon as possible or to directly terminate the general meeting. An announcement shall be made accordingly in time.	Article 80 Article 83 The convener of the general meetings shall ensure that the general meeting is held continuously until the final resolutions are reached. In case the general meeting is adjourned or resolutions failed to be reached due to any special reasons like force majeure, necessary measures shall be taken to resume the general meeting as soon as possible or to directly terminate the general meetings. An announcement shall be made accordingly in time.
Section 6 Voting and Resolutions of General Meetings	Section 6 Voting and Resolutions of General Meetings

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 81 Resolutions of a general meeting shall be divided into ordinary resolutions and special resolutions.

Ordinary resolutions made by the general meeting shall be passed by votes representing more than half of the voting rights held by shareholders attending the general meeting (including proxies thereof).

Special resolutions made by the general meeting shall be passed by votes representing more than two thirds of the voting rights held by shareholders attending the general meeting (including proxies thereof). | Article 81 Article 84 Resolutions of a general meeting shall be divided into ordinary resolutions and special resolutions.

Ordinary resolutions made by the general meetings shall be passed by votes representing more than half of the voting rights held by shareholders attending the general meetings (including proxies thereof).

Special resolutions made by the general meetings shall be passed by votes representing more than two thirds of the voting rights held by shareholders attending the general meetings (including proxies thereof). |
| Article 82 The following matters shall be passed through ordinary resolutions at a general meeting:

(I) work reports of the Board and the board of supervisors;

(II) plans for profit distribution and recovery of losses prepared by the Board;

(III) appointment and dismissal of the members of the Board and the board of supervisors, and their remuneration and payment methods;

(IV) annual budgets and final accounts report of the Company;

(V) annual report of the Company;

(VI) matters other than those which shall be passed by special resolutions as specified by laws, administrative regulations, the Hong Kong Listing Rules, or the Articles of Association. | Article 82 Article 85 The following matters shall be passed through ordinary resolutions at a general meeting:

(I) work reports of the Board and the board of supervisors;

(II) plans for profit distribution and recovery of losses prepared by the Board;

(III) appointment and dismissal of the members of the Board and the board of supervisors, and their remuneration and payment methods;

(IV) annual budgets and final accounts report of the Company;

(V) annual report of the Company;

(VI) matters other than those which shall be passed by special resolutions as specified by laws, administrative regulations, the Hong Kong Listing Rules, or the Articles of Association. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 83 The following matters shall be approved by way of special resolutions at a general meeting:	Article 83 Article 86 The following matters shall be approved by way of special resolutions at a general meeting:
(I) increase or reduction in the registered capital of the Company;	(I) increase or reduction in the registered capital of the Company;
(II) any division, spin-off, merger, dissolution and liquidation or any changes in the form of the Company;	(II) any division, spin-off, merger, dissolution and liquidation or any changes in the form of the Company;
(III) any amendment to the Articles of Association;	(III) any amendment to the Articles of Association;
(IV) any purchase or sale of major assets or any provision of guarantee within any one year in an amount in excess of 30% of the Company’s audited total assets in the latest period;	(IV) any purchase or sale of major assets or any provision of guarantee within any one year in an amount in excess of 30% of the Company’s audited total assets in the latest period;
(V) any equity inventive scheme;	(V) any equity inventive scheme;
(VI) other matters for which special resolutions shall be passed as required by laws, administrative regulations, the Hong Kong Listing Rules or the Articles of Association, and identified by an ordinary resolution of the general meeting as having a significant impact on the Company.	(VI) other matters for which special resolutions shall be passed as required by laws, administrative regulations, the Hong Kong Listing Rules or the Articles of Association, and identified by an ordinary resolution of the general meetings as having a significant impact on the Company.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 84 Shareholders (including their proxies) shall exercise the voting rights with respect to the number of voting shares represented by them, and each share shall have one vote. On a poll taken at a meeting, a shareholder (including his or her proxy) entitled to two or more votes need not cast all his or her votes for or against in the same way.	Article 84 Article 87 Shareholders (including their proxies) shall exercise the voting rights with respect to the number of voting shares represented by them, and each share shall have one vote. On a poll taken at a meeting, a shareholder (including his or her proxy) entitled to two or more votes need not cast all his or her votes for or against in the same way.
When material issues affecting the interests of minority investors are being considered at the general meeting, the votes by minority investors shall be counted separately. The separate counting results shall be publicly disclosed in a timely manner.	When material issues affecting the interests of minority investors are being considered at the general meetings, the votes by minority investors shall be counted separately. The separate counting results shall be publicly disclosed in a timely manner.
The shares of the Company held by the Company do not have any voting rights, and such shares are not counted in the total number of voting shares upon attendance at a general meeting.	The shares of the Company held by the Company do not have any voting rights, and such shares are not counted in the total number of voting shares upon attendance at a general meeting.
The Board, independent non-executive directors, shareholders holding more than 1% of voting shares or investor protection institutions established according to laws, administrative regulations or regulations of the relevant regulatory authorities may publicly solicit the voting rights of shareholders. Information like specific voting intention shall be thoroughly disclosed to shareholders with the voting rights to be solicited. The solicitation of voting rights of shareholders in a way of compensation or disguised compensation shall be prohibited. Unless otherwise regulated by laws, the Company shall not set any restriction on the minimum shareholding percentage for the solicitation of voting rights.	The Board, independent non-executive directors, shareholders holding more than 1% of voting shares or investor protection institutions established according to laws, administrative regulations or regulations of the relevant regulatory authorities may publicly solicit the voting rights of shareholders. Information like specific voting intention shall be thoroughly disclosed to shareholders with the voting rights to be solicited. The solicitation of voting rights of shareholders in a way of compensation or disguised compensation shall be prohibited. Unless otherwise regulated by laws, the Company shall not set any restriction on the minimum shareholding percentage for the solicitation of voting rights.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 85 When matters in relation to a connected transaction are considered at a general meeting, the connected shareholders who have a material interest in the relevant connected transaction or arrangement shall not vote, and the voting shares represented by them shall not be counted in the total number of valid voting shares. The announcement of the resolution made at the general meeting shall adequately disclose information relating to voting by unconnected shareholders.	Article 85 Article 88 When matters in relation to a connected transaction are considered at a general meeting, the connected shareholders who have a material interest in the relevant connected transaction or arrangement shall not vote, and the voting shares represented by them shall not be counted in the total number of valid voting shares. The announcement of the resolution made at the general meeting shall adequately disclose information relating to voting by unconnected shareholders.
Pursuant to the applicable laws, regulations, regulatory documents and the Hong Kong Listing Rules, in the event that any shareholders are required to abstain from voting on any particular resolution, or are restricted to voting only for (or only against) any particular resolution, any votes cast by or on behalf of such shareholders in contravention of any such requirement or restriction shall not be counted.	Pursuant to the applicable laws, regulations, regulatory documents and the Hong Kong Listing Rules, in the event that any shareholders are required to abstain from voting on any particular resolution, or are restricted to voting only for (or only against) any particular resolution, any votes cast by or on behalf of such shareholders in contravention of any such requirement or restriction shall not be counted.
Article 86 Save that the Company is under exceptional situations such as crisis, unless approved by way of special resolution at a general meeting, the Company shall not enter into any contracts to authorize the management of all or a substantial part of the business of the Company to any person other than the directors, the general manager and other senior management of the Company.	Article 86 Article 89 Save that the Company is under exceptional situations such as crisis, unless approved by way of special resolution at a general meeting, the Company shall not enter into any contracts to authorize the management of all or a substantial part of the business of the Company to any person other than the directors, the general manager and other senior management of the Company.
Article 87 The list of candidates for directors and supervisors who are not employee representatives shall be proposed to the general meetings for voting in the form of proposals.	Article 87 Article 90 The list of candidates for directors and supervisors who are not employee representatives shall be proposed to the general meetings or voting in the form of proposals.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 88 All proposals shall be voted by the general meetings one by one. In case there are different proposals for the same matter, such proposals shall be voted in the sequence of their submission time. Except for special reasons such as force majeure that results in the interruption of the general meetings or the failure to come to resolutions, the general meetings shall not put aside or refuse to vote on any proposals.	Article 88 Article 91 All proposals shall be voted by the general meetings one by one. In case there are different proposals for the same matter, such proposals shall be voted in the sequence of their submission time. Except for special reasons such as force majeure that results in the interruption of the general meetings or the failure to come to resolutions, the general meetings shall not put aside or refuse to vote on any proposals.
Article 89 In reviewing proposals at the general meeting, no change shall be made to the proposals. Otherwise, such changes shall be deemed as a new proposal which shall not be voted on in the current general meeting.	Article 89 Article 92 In reviewing proposals at the general meeting, no change shall be made to the proposals. Otherwise, such changes shall be deemed as a new proposal which shall not be voted on in the current general meeting.
Article 90 The same voting right shall only be exercised by one voting method, through onsite voting, online voting or other voting methods. In case of repeated voting of the same voting right, the first voting result shall prevail.	Article 90 Article 93 The same voting right shall only be exercised by one voting method, through onsite voting, online voting (if any) or other voting methods. In case of repeated voting of the same voting right, the first voting result shall prevail.
Article 91 Unless the chairman of the meeting decides on the principle of good faith to allow the resolutions purely related to procedures or administrative matters to be voted by a show of hands, general meetings shall adopt vote by way of poll.	Article 91 Article 94 Unless the chairman of the meeting decides on the principle of good faith to allow the resolutions purely related to procedures or administrative matters to be voted by a show of hands, general meetings shall adopt vote by way of poll.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 92 Prior to voting, the general meeting shall elect two shareholder representatives to count the votes and scrutinize the voting. If a shareholder is interested in the matter to be considered, the relevant shareholder and his or her proxy shall not participate in the vote counting and scrutinizing of the voting.	Article 92 Article 95 Prior to voting, the general meeting shall elect two shareholder representatives to count the votes and scrutinize the voting. If a shareholder is interested in the matter to be considered, the relevant shareholder and his or her proxy shall not participate in the vote counting and scrutinizing of the voting.
When the general meeting votes on the proposals, the lawyer, shareholder representative and supervisor representative shall be jointly liable for the vote counting and scrutinizing of the voting. The voting results shall be announced on site and recorded in the minutes.	When the general meeting votes on the proposals, the lawyer (if any), shareholder representative and supervisor representative shall be jointly liable for the vote counting and scrutinizing of the voting. The voting results shall be announced on site and recorded in the minutes.
Shareholders of the Company or their proxies adopting online voting or other voting methods shall have the right to verify their voting results through relevant voting system.	Shareholders of the Company or their proxies adopting online voting (if any) or other voting methods shall have the right to verify their voting results through relevant voting system.
Article 93 The chairman of the meeting shall announce the voting status and result of each proposal and announce whether the proposal is passed according to the voting result.	Article 93 Article 96 The chairman of the meeting shall announce the voting status and result of each proposal and announce whether the proposal is passed according to the voting result.
Prior to the official announcement of the voting results, the relevant parties involving in the on-site voting, online voting and other voting methods including the companies, counting officers, scrutinizers, substantial shareholders and internet service providers shall be obliged to keep the voting status confidential.	Prior to the official announcement of the voting results, the relevant parties involving in the on-site voting (if any), online voting and other voting methods including the companies, counting officers, scrutinizers, substantial shareholders and internet service providers (if any) shall be obliged to keep the voting status confidential.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 94 Shareholders attending the general meeting shall take one of the following stances for each proposal submitted for voting: for, against or abstain. The securities depository and clearing agency shall work as the nominal shareholder under the inter-connected mechanism for trading on stock markets in the Mainland and Hong Kong, except as declared according to the intention of the actual shareholder.

Original Articles

Amended Articles

Article 94 Shareholders attending the general meeting shall take one of the following stances for each proposal submitted for voting: for, against or abstain. The securities depository and clearing agency shall work as the nominal shareholder under the inter-connected mechanism for trading on stock markets in the Mainland and Hong Kong, except as declared according to the intention of the actual shareholder.

The blank votes, votes with mistakes, votes with illegible words and votes not submitted shall all be deemed as that the voters have given up the voting rights, and the voting results of such shares shall be counted as “abstain”. |
| Article 96 The voting results for resolutions at the general meeting shall be announced in a timely manner. The announcement shall indicate the number of shareholders and proxies that attended the meeting, the total number of voting shares and their proportion to the total voting shares of the Company, voting methods, voting results for each proposal, detailed information of each resolution passed, and other contents to be announced according to requirements of the Hong Kong Listing Rules. | Article 96 Article 99 The voting results for resolutions at the general meeting shall be announced in a timely manner. The announcement shall indicate the number of shareholders and proxies that attended the meeting, the total number of voting shares and their proportion to the total voting shares of the Company, voting methods, voting results for each proposal, detailed information of each resolution passed, and other contents to be announced according to requirements of the Hong Kong Listing Rules. |
| Article 97 If any proposal is not passed or the current general meeting amends the resolution of the last general meeting, a special reminder shall be given in the announcement of the resolutions of the general meeting. | Article 97 Article 100 If any proposal is not passed or the current general meeting amends the resolution of the last general meeting, a special reminder shall be given in the announcement of the resolutions of the general meeting. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 98 If a proposal for the election of directors or supervisors is passed at the general meeting, the term of office of the newly appointed directors or supervisors shall commence from the date when the resolution is passed at the general meeting.	Article 98 Article 101 If a proposal for the election of directors or supervisors is passed at the general meeting, the term of office of the newly appointed directors or supervisors shall commence from the date when the resolution is passed at the general meeting.
Article 99 Where any proposal for cash dividends, share allocation or conversion from the capital reserves to share capital is passed at the general meeting, the Company shall carry out the specific plans within two months after the end of the general meetings.	Article 99 Article 102 Where any proposal for cash dividends, share allocation or conversion from the capital reserves to share capital is passed at the general meeting, the Company shall carry out the specific plans within two months after the end of the general meetings.
Article 100 The directors of the Company shall be natural persons. Any natural person shall not serve as a director of the Company if he or she:
(I) has no civil capacity or has limited civil capacity;
(II) has been subject to criminal penalties due to corruption, bribery, embezzlement or misappropriation of property or sabotaging the socialist market economic order, or has been deprived of his or her political rights due to any criminal conviction, where no more than five years have elapsed since the date of completion of the execution of such penalty or deprivation;	Article 100 Article 103 The directors of the Company shall be natural persons. Any natural person shall not serve as a director of the Company if he or she:
(I) has no civil capacity or has limited civil capacity;
(II) has been subject to criminal penalties due to corruption, bribery, embezzlement or misappropriation of property or sabotaging the socialist market economic order, or has been deprived of his or her political rights due to any criminal conviction, where no more than five years have elapsed since the date of completion of the execution of such penalty or deprivation, or a period of two years has not yet elapsed since the date of expiration of the probation period in case of probation;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
(III) has served as a former director, the factory chief or the manager of a company or enterprise bankrupted or liquidated, and was held personally liable for the bankruptcy, and no more than three years have elapsed since the date of completion of the bankruptcy or liquidation of such company or enterprise;	(III) has served as a former director, the factory chief or the manager of a company or enterprise bankrupted or liquidated, and was held personally liable for the bankruptcy, and no more than three years have elapsed since the date of completion of the bankruptcy or liquidation of such company or enterprise;
(IV) has served as the legal representative of a company or enterprise whose business license was revoked or which was ordered to close down due to any violation of law, and was held personally liable for the revocation, and no more than three years have elapsed since the date of cancellation of business license;	(IV) has served as the legal representative of a company or enterprise whose business license was revoked or which was ordered to close down due to any violation of law, and was held personally liable for the revocation or close down, and no more than three years have elapsed since the date of cancellation of business license or being ordered to close down;
(V) has defaulted on a personal debt in a significant amount;	(V) has defaulted on a personal debt in a significant amount and been listed as a dishonest person subject to enforcement by the people’s court;
(VI) has been banned from entering the securities market by the relevant regulatory authorities and the period has not elapsed;	(VI) has been banned from entering the securities market by the relevant regulatory authorities and the period has not elapsed;
(VII) is banned under other circumstances specified in the laws, administrative regulations, departmental rules or the Hong Kong Listing Rules.	(VII) is banned under other circumstances specified in the laws, administrative regulations, departmental rules or the Hong Kong Listing Rules.
If any director is elected or appointed in violation of the provisions of the preceding paragraph, such election, appointment or employment shall be null and void.	If any director is elected or appointed in violation of the provisions of the preceding paragraph, such election, appointment or employment shall be null and void.
The Company shall dismiss a director from office if the circumstances of this Article arise during his or her term of office.	The Company shall dismiss a director from office if the circumstances of this Article arise during his or her term of office.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 101 Directors shall be elected or replaced at the general meeting. The general meeting may, subject to the provisions of relevant laws and administrative regulations, remove any director whose term of office has not expired by ordinary resolutions (the compensation claim made by such director pursuant to any contract shall not be affected).	Article 101 Article 104 Directors shall be elected or replaced at the general meeting. The general meeting may, subject to the provisions of relevant laws and administrative regulations, remove any director whose term of office has not expired by ordinary resolutions (the compensation claim made by such director pursuant to any contract shall not be affected).
Directors serve a term of office of three years and are eligible for re-election upon the expiration of the term. In case the term of office of an independent non-executive director exceeds nine years, the term of office shall only be renewed after fulfilling the corresponding consideration procedures under the listing rules of the place where the shares of the Company are listed.	Directors serve a term of office of three years and are eligible for re-election upon the expiration of the term. In case the term of office of an independent non-executive director exceeds nine years, the term of office shall only be renewed after fulfilling the corresponding consideration procedures under the listing rules of the place where the shares of the Company are listed.
The term of office of a director shall be calculated from the date of duty assumption until the expiration of the term of office of the current session of the board. In the event re-election is not held in time upon the expiry of the term of office of directors that leads to the number of directors of the Board being lower than the quorum, the original directors shall fulfill duties of directors according to laws, administrative regulations, departmental rules and the Articles of Association before the newly appointed or elected directors assumes the office.	The term of office of a director shall be calculated from the date of duty assumption until the expiration of the term of office of the current session of the board. In the event re-election is not held in time upon the expiry of the term of office of directors that leads to the number of directors of the Board being lower than the quorum, the original directors shall fulfill duties of directors according to laws, administrative regulations, departmental rules and the Articles of Association before the newly appointed or elected directors assumes the office.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Subject to the provisions of the relevant laws, administrative regulations and regulatory provisions, if the Board appoints any new director to fill any casual vacancy of the Board, the term of office of the newly appointed director shall expire on the first annual general meeting after the appointment. At the same time, such director shall be eligible for re-election.

A director may be concurrently served by a general manager or other senior management, but the total number of directors concurrently serving as general managers or other senior management shall not exceed 1/2 of the total number of directors of the Company. | A director who resigns shall submit a written notice to the Company, and the resignation shall become effective on the date the Company receives the notice. However, in the circumstances described in the preceding article, the director shall continue to perform his/her duties.

The general meeting may resolve to remove a director, and the removal shall take effect on the date of the resolution. A director who is removed before the expiration of the term of office without just cause may request compensation from the Company.

Subject to the provisions of the relevant laws, administrative regulations and regulatory provisions, if the Board appoints any new director to fill any casual vacancy of the Board, the term of office of the newly appointed director shall expire on the first annual general meeting after the appointment. At the same time, such director shall be eligible for re-election.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 102 Directors shall observe the laws, administrative regulations and the Articles of Association, and shall bear the following obligations of loyalty:	Article 102 Article 105 Directors shall observe the laws, administrative regulations and the Articles of Association, and shall bear the following obligations of loyalty:
(I) Directors shall not take advantage of their powers to receive any bribes or other illegal income, and shall not embezzle any property of the Company;	(I) Directors shall not take advantage of their powers to receive any bribes or other illegal income, and shall not embezzle any property of the Company;
(II) Directors shall not misappropriate any funds of the Company;	(II) Directors shall not misappropriate any funds of the Company;
(III) Directors shall not deposit any assets or funds of the Company in any accounts opened in their own names or in the name of any other persons;	(III) Directors shall not deposit any assets or funds of the Company in any accounts opened in their own names or in the name of any other persons;
(IV) Without the consent of the general meeting or the Board, directors shall not lend any funds of the Company to other persons or provide guarantee for any other persons with the assets of the Company in violation of the Articles of Association;	(IV) Without the consent of the general meeting or the Board, directors shall not lend any funds of the Company to other persons or provide guarantee for any other persons with the assets of the Company in violation of the Articles of Association;
(V) Directors shall not enter into any contracts or transactions with the Company in violation of the provisions of the Articles of Association or without the consent of the general meeting;	(IV) Directors shall not directly or indirectly enter into any contracts or transactions with the Company without reporting to the Board or the general meeting on the matters relating to the entering into of such contracts or transactions and having such matters approved by a resolution of the Board or the general meeting in accordance with the provisions of the Articles of Association;
(VI) Without the consent of the general meeting, directors shall not take advantage of their powers to pursue any business opportunities that shall belong to the Company for themselves or other persons and shall not operate the same type of business with the Company on their own or for others;	(V) Directors shall not enter into any contracts or transactions with the Company in violation of the provisions of the Articles of Association or without the consent of the general meeting;

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
(VII) Directors shall not pocket commissions from the transactions with the Company;	(VI)(V) Without the consent of the general meeting, directors shall not take advantage of their powers to pursue any business opportunities that shall belong to the Company for themselves or other persons and shall not operate the same type of business with the Company on their own or for others; except for any of the following circumstances (1) after reporting to the Board or the general meeting and passing the resolution at the Board or the general meeting in accordance with the provisions of the Articles of Association; (2) where the Company cannot take such business opportunity in accordance with the provisions of laws, administrative regulations or the Articles of Association;
(VIII) Directors shall not disclose any confidential information of the Company without authorization;	(VII)(VI) Directors shall not pocket commissions from the transactions with the Company;
(IX) Directors shall not utilize its connected relationship to compromise the interest of the Company;	(VIII)(VII) Directors shall not disclose any confidential information of the Company without authorization;
(X) Directors shall bear other obligations of loyalty specified by laws, administrative regulations, departmental rules, the Hong Kong Listing Rules and the Articles of Association.	(IX)(VIII) Directors shall not utilize its connected relationship to compromise the interest of the Company;
Any income derived by a director from violating the provisions of this Article shall belong to the Company. The director shall also be liable for the compensation of losses suffered by the Company thereto.	(X)(IX) Directors shall bear other obligations of loyalty specified by laws, administrative regulations, departmental rules, the Hong Kong Listing Rules and the Articles of Association.
	The provisions of the preceding paragraph V shall apply to the entering of contracts or transactions with the Company by close family members of the directors and senior management, enterprises directly or indirectly controlled by the directors, senior management or their close family members, and related (associated) persons who have other related (associated) relationships with the directors and senior management.
	Any income derived by a director from violating the provisions of this Article shall belong to the Company. The director shall also be liable for the compensation of losses suffered by the Company thereto.

– II-53 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 103 Directors shall comply with the laws, administrative regulations and the Articles of Association, and shall bear the following duty of due diligence to the Company:	Article 103 Article 106 Directors shall comply with the laws, administrative regulations and the Articles of Association, and shall bear the following duty of due diligence to the Company:
(I) Directors shall prudently, seriously and diligently exercise rights conferred by the Company to ensure that the business activities of the Company are in compliance with the requirements of national laws, administrative regulations and various economic policies and that the business activities shall not exceed the scope of business specified in the business license;	(I) Directors shall prudently, seriously and diligently exercise rights conferred by the Company to ensure that the business activities of the Company are in compliance with the requirements of national laws, administrative regulations and various economic policies and that the business activities shall not exceed the scope of business specified in the business license;
(II) Directors shall fairly treat all shareholders of the Company;	(II) Directors shall fairly treat all shareholders of the Company;
(III) Directors shall learn about the status of business and management of the Company in a timely manner;	(III) Directors shall learn about the status of business and management of the Company in a timely manner;
(IV) Directors shall issue a written confirmation of opinions for regular reports of the Company and ensure the authenticity, accuracy and completeness of information disclosed by the Company;	(IV) Directors shall issue a written confirmation of opinions for regular reports of the Company and ensure the authenticity, accuracy and completeness of information disclosed by the Company;
(V) Directors shall truthfully provide the relevant information and materials to the board of supervisors, and shall not hinder the board of supervisors or any supervisors from exercising their functions and powers;	(V) Directors shall truthfully provide the relevant information and materials to the board of supervisors Audit Committee of the Board, and shall not hinder the board of supervisors Audit Committee of the Board or any supervisors its members from exercising their functions and powers;
(VI) Directors shall fulfill other duty of due diligence stipulated by laws, administrative regulations, departmental rules, the Hong Kong Listing Rules, and the Articles of Association.	(VI) Directors shall fulfill other duty of due diligence stipulated by laws, administrative regulations, departmental rules, the Hong Kong Listing Rules, and the Articles of Association.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
/	Article 107 If the controlling shareholder or the actual controller of the Company does not act as a director of the Company but actually executes the affairs of the Company, the provisions of Articles 105 and 106 shall apply.
Article 105 Any director who fails to attend two consecutive meetings of the Board in person and fails to entrust any other directors to attend on his or her behalf shall be deemed to be unable to perform his or her duties. The Board shall propose to the general meeting to remove such director.	Article 105 Article 109 Any director who fails to attend two consecutive meetings of the Board in person and fails to entrust any other directors to attend on his or her behalf shall be deemed to be unable to perform his or her duties. The Board shall propose to the general meeting to remove such director.
Article 111 The Company shall establish the Board, which shall be responsible for the general meeting.	Article 111 Article 115 The Company shall establish the Board, which shall be responsible for the general meeting.
Article 113 The Board shall perform the following functions:	Article 113 Article 117 The Board shall perform the following functions:
(I) to convene the general meetings and report to the general meetings;	(I) to convene the general meetings and report to the general meetings;
(II) to implement the resolutions of the general meetings;	(II) to implement the resolutions of the general meetings;
(III) to determine business operation plans and investment proposals of the Company;	(III) to determine business operation plans and investment proposals of the Company;
(IV) to formulate annual financial budgets and final accounts of the Company;	(IV) to formulate annual financial budgets and final accounts of the Company;
(V) to formulate the plans for profit distribution and recovery of losses of the Company;	(V)(IV) to formulate the plans for profit distribution and recovery of losses of the Company;
(VI) to formulate plans for increase or reduction of the registered capital of the Company, issuance of bonds or other securities and listing;	(VI)(V) to formulate plans for increase or reduction of the registered capital of the Company, issuance of bonds or other securities and listing;

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
(VII) to formulate plans for major acquisitions, purchase of shares of the Company, merger, division, dissolution or changes in the form of the Company;	(VII)(VI) to formulate plans for major acquisitions, purchase of shares of the Company, merger, division, dissolution or changes in the form of the Company;
(VIII) to determine the matters such as the Company’s external investment, purchase or sales of assets, asset pledge, external guarantee, entrusted wealth management, connected transactions and external donation within the scope authorized by the general meeting and the Articles of Association;	(VIII)(VII) to determine the matters such as the Company’s external investment, purchase or sales of assets, asset pledge, external guarantee, entrusted wealth management, connected transactions and external donation within the scope authorized by the general meeting and the Articles of Association;
(IX) to decide on the setup of the internal management organization of the Company;	(IX)(VIII) to decide on the setup of the internal management organization of the Company;
(X) to determine the appointment or dismissal of the general manager and secretary to the Board and other senior management of the Company, as well as to determine their remuneration and rewards and punishments; and based on the nomination of the general manager, to appoint or dismiss the deputy general manager, the chief financial officer and other senior management of the Company, and to determine their remuneration, rewards and punishments;	(X)(IX) to determine the appointment or dismissal of the general manager and secretary to the Board and other senior management of the Company, as well as to determine their remuneration and rewards and punishments; and based on the nomination of the general manager, to appoint or dismiss the deputy general manager, the chief financial officer and other senior management of the Company, and to determine their remuneration, rewards and punishments;
(XI) to formulate the basic management systems of the Company;	(XI)(X) to formulate the basic management systems of the Company;
(XII) to formulate plans for any amendments to the Articles of Association;	(XII)(XI) to formulate plans for any amendments to the Articles of Association;
(XIII) to manage the disclosure of information of the Company;	(XIII)(XII) to manage the disclosure of information of the Company;
(XIV) to propose at the general meeting the appointment or replacement of the accounting firm that performs audit for the Company;	(XIV)(XIII) to propose at the general meeting the appointment or replacement of the accounting firm that performs audit for the Company;

– II-56 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
(XV) to receive the work report of the general manager of the Company and examine on the work of the general manager;	(XV)(XIV) to receive the work report of the general manager of the Company and examine on the work of the general manager;
(XVI) to formulate and implement the equity incentive plan of the Company;	(XVI)(XV) to formulate and implement the equity incentive plan of the Company;
(XVII) to fulfill other duties and powers granted by laws, administrative regulations, departmental rules, listing rules of the place where the shares of the Company are listed or the Articles of Association.	(XVII)(XVI) to fulfill other duties and powers granted by laws, administrative regulations, departmental rules, listing rules of the place where the shares of the Company are listed or the Articles of Association and the general meeting.
Where the Board makes decisions on the above matters that fall within the scope of the participation of the Party organization of the Company in decision-making on major issues, it shall first listen to the opinions and advice of the Party organization of the Company.	The limitation of the functions and powers of the Board in the Articles of Association shall not be against a bona fide third party.
The Board of the Company shall set up four special committees including Strategy Committee, Remuneration Committee, Nomination Committee and Audit Committee. Special committees shall report to the Board, perform duties according to the Articles of Association and authorization of the Board, and submit proposals to the Board for consideration and decision. Special committees shall consist entirely of directors, of which independent non-executive directors constitute the majority and serve as convenors of the Audit Committee, Nomination Committee and Remuneration Committee, and the convenor of the Audit Committee shall be an accounting professional. The Board shall formulate work principles for special committees and regulate the operation of special committees.	Where the Board makes decisions on the above matters that fall within the scope of the participation of the Party organization of the Company in decision-making on major issues, it shall first listen to the opinions and advice of the Party organization of the Company.
Matters exceeding the scope of authorization by the general meeting shall be submitted to the general meeting for consideration.	The Board of the Company shall set up four special committees including Strategy Committee, Remuneration Committee, Nomination Committee and Audit Committee. Special committees shall report to the Board, perform duties according to the Articles of Association and authorization of the Board, and submit proposals to the Board for consideration and decision. Special committees shall consist entirely of directors, of which independent non-executive directors constitute the majority and serve as convenors of the Audit Committee, Nomination Committee and Remuneration Committee, and the convenor of the Audit Committee shall be an accounting professional. The Board shall formulate work principles for special committees and regulate the operation of special committees.
	Matters exceeding the scope of authorization by the general meeting shall be submitted to the general meeting for consideration.

– II-57 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 115 The Board of the Company shall explain to the general meeting of the Company regarding the non-standard audit opinion issued by the certified public accountant on the financial reports of the Company.	Article 115 Article 119 The Board of the Company shall explain to the general meeting of the Company regarding the non-standard audit opinion issued by the certified public accountant on the financial reports of the Company.
The Board shall formulate rules of procedure for the Board to ensure the implementation of resolutions of the general meetings, improve work efficiency and guarantee the reasonable decision-making.	The Board shall formulate rules of procedure for the Board to ensure the implementation of resolutions of the general meetings, improve work efficiency and guarantee the reasonable decision-making.
The rules of procedure of the Board shall be drafted by the Board and approved by the general meeting, which shall be taken as an appendix to the Articles of Association.	The rules of procedure of the Board shall be drafted by the Board and approved by the general meeting, which shall be taken as an appendix to the Articles of Association.
Article 117 The Board shall have one chairman, who shall be elected by the Board by more than half of all directors. The chairman of the Board shall exercise the following functions and powers:	Article 117 Article 121 The Board shall have one chairman, who shall be elected by the Board by more than half of all directors. The chairman of the Board shall exercise the following functions and powers:
(I) to chair the general meetings, and to convene and chair the meetings of the Board;	(I) to chair the general meetings, and to convene and chair the meetings of the Board;
(II) to sign important documents of the Board;	(II) to sign important documents of the Board;
(III) to supervise and check the implementation of board resolutions;	(III) to supervise and check the implementation of board resolutions;
(IV) to exercise other powers granted by the Board;	(IV) to exercise other powers granted by the Board;
(V) to exercise other powers granted by laws, administrative regulations, department rules, listing rules of the place where the shares of the Company are listed or the Articles of Association.	(V) to exercise other powers granted by laws, administrative regulations, department rules, listing rules of the place where the shares of the Company are listed or the Articles of Association.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 118 In the event that the chairman is incapable of performing or does not perform his or her duties, a directors nominated by more than half of the directors shall perform the duties.	Article 118 Article 122 In the event that the chairman is incapable of performing or does not perform his or her duties, a directors nominated by more than half of the directors shall perform the duties.
Article 119 The Board shall convene regular meetings, at least four times each year and approximately once each quarter. The meeting shall be convened by the chairman of the Board. The meeting notice shall be delivered to all directors and superiors in writing 14 days before the date of the meeting. If necessary, the meeting notice shall also be sent to the general manager and other senior management of the Company.	Article 119 Article 123 The Board shall convene regular meetings, at least once four times each year and approximately once each quarter. The meeting shall be convened by the chairman of the Board. The meeting notice shall be delivered to all directors and superiors in writing 14 days before the date of the meeting. If necessary, the meeting notice shall also be sent to the general manager and other senior management of the Company.
Article 120 Shareholders representing more than 1/10 of voting rights of the Company, more than one-third of all directors or the board of supervisors may propose to convene an ad hoc meeting of the Board. The chairman shall convene and chair a board meeting within 10 days from the receipt of such request.	Article 120 Article 124 Shareholders representing more than 1/10 of voting rights of the Company, more than one-third of all directors or the board of supervisors may propose to convene an ad hoc meeting of the Board. The chairman shall convene and chair a board meeting within 10 days from the receipt of such request.
Article 121 The notice on convening any ad hoc meeting of the Board shall be delivered in writing 24 hours before the convening of the meeting to all directors, supervisors, the general managers, and if necessary, other senior management of the Company.	Article 121 Article 125 The notice on convening any ad hoc meeting of the Board shall be delivered in writing 24 hours before the convening of the meeting to all directors, supervisors, the general managers, and if necessary, other senior management of the Company.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 124 A director with connected relationship with the companies involved with any matters in the resolution of the Board shall neither exercise the voting right for the resolution, nor exercise the voting right on behalf of any other directors. Such meeting of the Board shall only proceed if more than half of directors with no connected relationship present at the meeting. Except as otherwise provided herein, the resolutions of the meeting of the Board shall be passed by votes of more than half of directors with no connected relationship. In case there is less than three directors with no connected relationship present in the meeting, the matter shall be submitted to the general meeting for review.	Article 124 Article 128 A director with connected relationship with the companies involved with any matters in the resolution of the Board shall neither exercise the voting right for the resolution, nor exercise the voting right on behalf of any other directors, and his/her voting right shall not be counted towards the total voting rights. Such meeting of the Board shall only proceed if more than half of directors with no connected relationship present at the meeting. Except as otherwise provided herein, the resolutions of the meeting of the Board shall be passed by votes of more than half of directors with no connected relationship. In case there is less than three directors with no connected relationship present in the meeting, the matter shall be submitted to the general meeting for review.
/	Section 3 Special Committees of the Board
/	Article 134 The Board of the Company shall set up four special committees including Strategy and Sustainable Development Committee, Remuneration Committee, Nomination Committee and Audit Committee. Special committees shall report to the Board, perform duties according to the Articles of Association and authorization of the Board, and submit proposals to the Board for consideration and decision. Special committees shall consist entirely of directors, of which independent non-executive directors constitute the majority and serve as convenors of the Audit Committee, Nomination Committee and Remuneration Committee, and the convenor of the Audit Committee shall be an accounting professional. The Board shall formulate work principles for special committees and regulate the operation of special committees.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
/	Article 135 The special committees all comprise directors. The component of which are as follow:

(1) The Audit Committee shall consist of not less than three members, all of which shall be non-executive directors, and a majority of whom shall be independent non-executive directors with at least one independent non-executive director possessing the appropriate professional qualifications or accounting or related financial management expertise. The chairman must be an independent non-executive director. A majority of the members of the Audit Committee shall not hold positions in the Company other than as directors and shall not have any relationship with the Company that may affect their independent and objective judgment. Employee representatives who are members of the Board of the Company may become members of the Audit Committee;

(2) The Nomination Committee shall consist of at least three (inclusive) directors, the majority of whom shall be independent non-executive directors of the Company. The chairman must be the chairman of the Board or an independent non-executive director;

(3) The Remuneration Committee shall consist of at least three (inclusive) directors, the majority of whom shall be independent non-executive directors of the Company. The chairman must be an independent non-executive director;

(4) The Strategy and Sustainable Development Committee shall consist of at least three directors. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
/	Article 136 The power of the aforesaid special committees, as well as the remuneration and assessment mechanism for directors and senior management, are detailed in the working principles of the aforesaid special committees.
Article 130 The Company shall have one general manager, who shall be appointed or dismissed by the Board.	Article 130 Article 137 The Company shall have one general manager, who shall be appointed or dismissed by the Board.
The Company shall have one deputy general manager, who shall be appointed or dismissed by the Board. The Company shall have several senior management personnel, who shall be appointed or removed by the Board.	The Company shall have one several deputy general managers, who shall be appointed or dismissed by the Board.
The general manager, deputy general manager, chief financial officer and secretary to the Board are senior management of the Company.	The Company shall have several senior management personnel, who shall be appointed or removed by the Board.
	The general manager, deputy general manager, chief financial officer and secretary to the Board are senior management of the Company.
Article 137 The Company shall have one secretary of the Board to take charge of the preparation of the Company's general meetings and meetings of the Board, the safekeeping of documents and management of the information of the Company's shareholders, and matters like disclosure of information.	Article 137 Article 144 The Company shall have one secretary of the Board to take charge of the preparation of the Company's general meetings and meetings of the Board, the safekeeping of documents and management of the information of the Company's shareholders, and matters like disclosure of information.
The secretary of the Board shall comply with laws, administrative regulations, departmental rules and the Articles of Association.	The secretary of the Board shall comply with laws, administrative regulations, departmental rules and the Articles of Association.
Chapter 7 Board of Supervisors	Chapter 7 Board of Supervisors Audit Committee of the Board

– II-62 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 140 The circumstances regarding the disqualification for the position of the director specified in the Articles of Association shall also apply to supervisors.

No director, general manager and other senior management of the Company shall serve as a supervisor. | Article 140 The circumstances regarding the disqualification for the position of the director specified in the Articles of Association shall also apply to supervisors.

No director, general manager and other senior management of the Company shall serve as a supervisor. |
| Article 141 Supervisors of the Company shall comply with laws, administrative regulations and the Articles of Association and bear the obligations of loyalty and due diligence to the Company. Supervisors of the Company shall not take advantage of their powers to receive any bribes or other illegal income and shall not embezzle any property of the Company. | Article 141 Supervisors of the Company shall comply with laws, administrative regulations and the Articles of Association and bear the obligations of loyalty and due diligence to the Company. Supervisors of the Company shall not take advantage of their powers to receive any bribes or other illegal income and shall not embezzle any property of the Company. |
| Article 142 The term of office of a supervisor shall be three years. Upon the expiration of the term of office, the supervisors may serve another term of office if re-elected. | Article 142 The term of office of a supervisor shall be three years. Upon the expiration of the term of office, the supervisors may serve another term of office if re-elected. |
| Article 143 The supervisor may resign before the expiration of the term of office. The provision concerning the resignation of directors in the Articles of Association shall apply to the supervisors. | Article 143 The supervisor may resign before the expiration of the term of office. The provision concerning the resignation of directors in the Articles of Association shall apply to the supervisors. |
| Article 144 Where a new supervisor has not yet been elected upon the expiration of the term of office, or the number of supervisors in the board of supervisors falls below the quorum due to the resignation of a supervisor during his or her term of office, the original supervisor shall continue to perform his or her duties according to the laws, administrative regulations and the provisions of the Articles of Associations before the newly-elected supervisor assumes the office. | Article 144 Where a new supervisor has not yet been elected upon the expiration of the term of office, or the number of supervisors in the board of supervisors falls below the quorum due to the resignation of a supervisor during his or her term of office, the original supervisor shall continue to perform his or her duties according to the laws, administrative regulations and the provisions of the Articles of Associations before the newly-elected supervisor assumes the office. |

II-63 -

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 145 Supervisors of the Company shall ensure the authenticity, accuracy and completeness of information disclosed by the Company, and shall sign written confirmation of opinions for regular reports of the Company.	Article 145 Supervisors of the Company shall ensure the authenticity, accuracy and completeness of information disclosed by the Company, and shall sign written confirmation of opinions for regular reports of the Company.
Article 146 Supervisors of the Company shall attend the meetings of the Board and make inquiries and suggestions for the matters to be decided by the Board.	Article 146 Supervisors of the Company shall attend the meetings of the Board and make inquiries and suggestions for the matters to be decided by the Board.
Article 147 The supervisors shall not take advantage of their connected relationships to damage the interests of the Company, and shall be liable for compensation where any loss is incurred as a result of any such violation to the Company.	Article 147 The supervisors shall not take advantage of their connected relationships to damage the interests of the Company, and shall be liable for compensation where any loss is incurred as a result of any such violation to the Company.
Article 148 Where the Company incurs loss as a result of violation of the laws, administrative regulations, departmental rules or the provisions of Articles of Association by the supervisors in performing their duties of the Company, the supervisors shall be liable for compensation.	Article 148 Where the Company incurs loss as a result of violation of the laws, administrative regulations, departmental rules or the provisions of Articles of Association by the supervisors in performing their duties of the Company, the supervisors shall be liable for compensation.
Article 149 The Company shall have a board of supervisors. The board of supervisors shall consist of three supervisors, including one chairman, who shall be elected by more than two-thirds of all supervisors of the Company. The chairman of the board of supervisors shall convene and chair the meetings of the board of supervisors. In case the chairman is incapable of performing his or her duties or does not perform such duties, more than half of all supervisors of the Company shall elect a supervisor to convene and chair the meeting of the board of supervisors.
The board of supervisors shall include shareholder representatives and employee representatives. Among them, the proportion of employee representatives shall be no less than one-third of all supervisors.	Article 149 The Company shall have a board of supervisors. The board of supervisors shall consist of three supervisors, including one chairman, who shall be elected by more than two-thirds of all supervisors of the Company. The chairman of the board of supervisors shall convene and chair the meetings of the board of supervisors. In case the chairman is incapable of performing his or her duties or does not perform such duties, more than half of all supervisors of the Company shall elect a supervisor to convene and chair the meeting of the board of supervisors.
The board of supervisors shall include shareholder representatives and employee representatives. Among them, the proportion of employee representatives shall be no less than one-third of all supervisors.

– II-64 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 150 The board of supervisors shall exercise the following functions and powers:
(I) to review the regular report of the Company prepared by the Board and to provide comments in writing;
(II) to inspect the financial position of the Company;
(III) to supervise the performance of the directors and senior management and to advise the dismissal of any directors and senior management who violate the laws, administrative regulations, the Articles of Association or resolutions of the general meetings;
(IV) to demand rectifications of the directors and senior management where their conducts are detrimental to the interest of the Company;
(V) to propose to convene an extraordinary general meeting and to convene and chair the general meetings if the Board fails to do so as required by the Company Law;
(VI) to submit proposals at a general meeting;
(VII) to institute proceedings against directors and senior management according to the Company Law;
(VIII) to investigate if there are any abnormalities in the operation of the Company; and if necessary, to engage professional institutions such as an accounting firm and a law firm to assist with its work at the expenses of the Company;
(IX) to exercise other powers granted by laws, administrative regulations, departmental rules, listing rules of the place where the shares of the Company are listed or the Articles of Association.	Article 150 The board of supervisors shall exercise the following functions and powers:
(I) to review the regular report of the Company prepared by the Board and to provide comments in writing;
(II) to inspect the financial position of the Company;
(III) to supervise the performance of the directors and senior management and to advise the dismissal of any directors and senior management who violate the laws, administrative regulations, the Articles of Association or resolutions of the general meetings;
(IV) to demand rectifications of the directors and senior management where their conducts are detrimental to the interest of the Company;
(V) to propose to convene an extraordinary general meeting and to convene and chair the general meetings if the Board fails to do so as required by the Company Law;
(VI) to submit proposals at a general meeting;
(VII) to institute proceedings against directors and senior management according to the Company Law;
(VIII) to investigate if there are any abnormalities in the operation of the Company; and if necessary, to engage professional institutions such as an accounting firm and a law firm to assist with its work at the expenses of the Company;
(IX) to exercise other powers granted by laws, administrative regulations, departmental rules, listing rules of the place where the shares of the Company are listed or the Articles of Association.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 151 The meetings of the board of supervisors shall consist of regular meetings and ad hoc meetings.

Regular meetings of the board of supervisors shall be held at least once every six months. Supervisors may propose to convene ad hoc meetings of the board of supervisors. The notices of regular meetings and ad hoc meetings of the board of supervisors shall be delivered to all supervisors 5 days and 24 hours in advance, respectively. | Article 151 The meetings of the board of supervisors shall consist of regular meetings and ad hoc meetings.

Regular meetings of the board of supervisors shall be held at least once every six months. Supervisors may propose to convene ad hoc meetings of the board of supervisors. The notices of regular meetings and ad hoc meetings of the board of supervisors shall be delivered to all supervisors 5 days and 24 hours in advance, respectively. |
| Article 152 The notice of the meeting of the board of supervisors shall include the following:

(I) the date, venue and duration of the meeting;

(II) reasons and matters for discussion;

(III) the date on which the notice is given. | Article 152 The notice of the meeting of the board of supervisors shall include the following:

(I) the date, venue and duration of the meeting;

(II) reasons and matters for discussion;

(III) the date on which the notice is given. |
| Article 153 Where an ad hoc meeting of the board of supervisors is required to be convened as soon as possible for emergency, the notice of the meeting may be given in oral form. The contents of the notice shall at least include the date, venue, reasons and matters for discussion, as well as statement about the emergency for the meeting.

The board of supervisors shall formulate rules of procedure of the board of supervisors to define the discussion method and voting procedure to ensure the work efficiency and that the decision-making process is conducted in a scientific manner. The rules of procedure of the board of supervisors shall be drafted by the board of supervisors and approved by the general meeting, which shall be taken as an appendix to the Articles of Association. | Article 153 Where an ad hoc meeting of the board of supervisors is required to be convened as soon as possible for emergency, the notice of the meeting may be given in oral form. The contents of the notice shall at least include the date, venue, reasons and matters for discussion, as well as statement about the emergency for the meeting.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 154 The voting of the board of supervisors shall adopt one vote per supervisor.	Article 154 The voting of the board of supervisors shall adopt one vote per supervisor.
Article 155 The resolutions of the board of supervisors shall be passed by more than two-thirds (inclusive) of the supervisors.	Article 155 The resolutions of the board of supervisors shall be passed by more than two-thirds (inclusive) of the supervisors.
Article 156 Subject to the thorough expression of opinions by all supervisors, the ad hoc meetings of the board of supervisors may be convened and pass resolutions through video conference, telephone conference or handover of written documents for signature. Such resolutions shall be signed by all participating supervisors.	Article 156 Subject to the thorough expression of opinions by all supervisors, the ad hoc meetings of the board of supervisors may be convened and pass resolutions through video conference, telephone conference or handover of written documents for signature. Such resolutions shall be signed by all participating supervisors.
Article 157 The board of supervisors shall keep the minutes of the matters discussed at the meeting, and all supervisors present at the meeting shall sign on the minutes. Supervisors shall have the right to make certain explanatory statements to their speeches at the meeting in the minutes. The minutes of the meeting of the board of supervisors shall be kept as company files.	Article 157 The board of supervisors shall keep the minutes of the matters discussed at the meeting, and all supervisors present at the meeting shall sign on the minutes. Supervisors shall have the right to make certain explanatory statements to their speeches at the meeting in the minutes. The minutes of the meeting of the board of supervisors shall be kept as company files.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
/	Article 147 The Company does not establish the board of supervisors, and the Audit Committee of the Board shall exercise the following functions and powers:

(I) to review the regular report of the Company prepared by the Board and to provide comments in writing;

(II) to inspect the financial position of the Company;

(III) to supervise the performance of the directors and senior management and to advise the dismissal of any directors and senior management who violate the laws, administrative regulations, the Articles of Association or resolutions of the general meeting;

(IV) to demand rectifications of the directors and senior management where their conducts are detrimental to the interest of the Company;

(V) to propose to convene an extraordinary general meeting and to convene and chair the general meetings if the Board fails to do so as required by the Company Law;

(VI) to submit proposals at a general meeting;

(VII) to institute proceedings against directors and senior management according to the Company Law;

(VIII) to investigate if there are any abnormalities in the operation of the Company; and if necessary, to engage professional institutions such as an accounting firm and a law firm to assist with its work at the expenses of the Company;

(IX) to exercise other powers granted by laws, administrative regulations, departmental rules, listing rules of the place where the shares of the Company are listed or the Articles of Association and the Terms of Reference of the Audit Committee of the Board. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
/	Article 148 The Audit Committee of the Board shall convene meetings at least twice a year. External auditors of the Company may request to convene a meeting if it thinks necessary. The Audit Committee of the Board shall formulate relevant rules of procedure to define the discussion method and voting procedure of the Audit Committee of the Board to ensure the work efficiency of the Audit Committee of the Board and that the decision-making process is conducted in a scientific manner.
/	Article 149 The voting on the resolutions of the Audit Committee shall adopt one vote per person. A resolution made by the Audit Committee shall be approved by more than half of the members of the Audit Committee.
/	Article 150 The following matters shall be approved by votes of more than half of all the members of the Audit Committee before the Board makes resolutions on them:
(I) appointment or dismissal of the accounting firm providing audit services to the Company;
(II) appointment or dismissal of the chief financial officer;
(III) disclosure of financial accounting reports;
(IV) other matters as stipulated by the securities regulatory authority of the State Council or the securities regulatory authority of the place where the shares of the Company are listed.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 162 In distribution of the profit after tax of the year, 10% of the profit shall be contributed to the statutory reserves of the Company. When the aggregate statutory reserves of the Company have reached more than 50% of the registered capital of the Company, the Company may cease to make further contribution.	Article 162 Article 155 In distribution of the profit after tax of the year, 10% of the profit shall be contributed to the statutory reserves of the Company. When the aggregate statutory reserves of the Company have reached more than 50% of the registered capital of the Company, the Company may cease to make further contribution.
Where the statutory reserves of the Company are not sufficient to recover the losses for the previous year, the profit of the current year shall first be used to recover the losses before contributing to the statutory reserves as stipulated above.	Where the statutory reserves of the Company are not sufficient to recover the losses for the previous year, the profit of the current year shall first be used to recover the losses before contributing to the statutory reserves as stipulated above.
The Company may also contribute to the discretionary reserves from the profit after tax upon contributing to the statutory reserves, subject to the resolution of the general meeting.	The Company may also contribute to the discretionary reserves from the profit after tax upon contributing to the statutory reserves, subject to the resolution of the general meeting.
The Company may distribute the profit after tax according to the proportion of shareholdings after making up for losses and contributing to the statutory reserves.	The Company may distribute the profit after tax according to the proportion of shareholdings after making up for losses and contributing to the statutory reserves.
If the general meeting distributes profits to shareholders before the Company recovers losses and contributes to the statutory reserves in violation of the above provisions, the shareholders shall return the profits distributed in violation of the provisions to the Company.	If the general meeting distributes profits to shareholders before the Company recovers losses and contributes to the statutory reserves in violation of the above provisions, the shareholders shall return the profits distributed in violation of the provisions to the Company. The shareholders and the responsible directors, supervisors and senior management shall be liable for compensation if the Company suffered losses therefrom.
The shares of the Company held by the Company are not entitled to any profit distribution.	The shares of the Company held by the Company are not entitled to any profit distribution.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 163 The reserves of the Company may be used to recover losses, expand the production and operation of the Company, or be converted to increase the registered capital of the Company. However, the capital reserves shall not be used to recover the losses of the Company.

The remaining statutory reserves after the conversion into capital shall be no less than 25% of the registered capital of the Company before the conversion. | Article 163 Article 156 The reserves of the Company may be used to recover losses, expand the production and operation of the Company, or be converted to increase the registered capital of the Company. However, the capital reserves shall not be used to recover the losses of the Company.

When the reserves are used to recover the losses of the Company, the discretionary reserve and the statutory reserve shall be prioritized; the capital reserve may be used in accordance with the regulations if such reserves are not sufficient to recover the losses.

The remaining statutory reserves after the conversion into capital shall be no less than 25% of the registered capital of the Company before the conversion. |
| Article 170 The decision on the appointment, dismissal or non-renewal of the accounting firm shall be made by the general meeting. | Article 170 Article 163 The decision on the appointment, dismissal or non-renewal of the accounting firm shall be made by the general meeting. |
| Article 172 The audit expenses of the accounting firm shall be determined by the general meeting. | Article 172 Article 165 The audit expenses of the accounting firm shall be determined by the general meeting. |
| Article 173 In the event of termination of the appointment or non-renewal of the appointment of the accounting firm, the Company shall notify the accounting firm 15 days in advance. In the voting for the dismissal of the accounting firm at the general meeting, the Company shall allow the accounting firm to make its representation. If the accounting firm proposes to resign, it shall explain to the general meeting whether there has been any impropriety on the part of the Company. | Article 173 Article 166 In the event of termination of the appointment or non-renewal of the appointment of the accounting firm, the Company shall notify the accounting firm 15 days in advance. In the voting for the dismissal of the accounting firm at the general meeting, the Company shall allow the accounting firm to make its representation. If the accounting firm proposes to resign, it shall explain to the general meeting whether there has been any impropriety on the part of the Company. |
| Article 174 If the position of an appointed accounting firm is vacant, the Board may, before convening the general meeting, appoint an accounting firm, provided that such appointment shall be confirmed at the next general meeting. However, if the Company has other incumbent accounting firm during the vacant period, such accounting firm shall still perform their duties. | Article 174 Article 167 If the position of an appointed accounting firm is vacant, the Board may, before convening the general meeting, appoint an accounting firm, provided that such appointment shall be confirmed at the next general meeting. However, if the Company has other incumbent accounting firm during the vacant period, such accounting firm shall still perform their duties. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 175 When the general meeting resolves to appoint a non-current accounting firm to fill any vacancy in the accounting firm position, or renew an accounting firm appointed by the Board to fill a vacancy, or dismiss an accounting firm prior to the end of the term of service, it shall comply with the following provisions:	Article 175 Article 168 When the general meeting resolves to appoint a non-current accounting firm to fill any vacancy in the accounting firm position, or renew an accounting firm appointed by the Board to fill a vacancy, or dismiss an accounting firm prior to the end of the term of service, it shall comply with the following provisions:
(I) The resolution shall be delivered to the accounting firm to be appointed or to be departed, or the accounting firm who has departed in the relevant accounting year, before issuing the notice for convening the general meeting. Departure includes dismissal, resignation, and retirement.	(I) The resolution shall be delivered to the accounting firm to be appointed or to be departed, or the accounting firm who has departed in the relevant accounting year, before issuing the notice for convening the general meeting. Departure includes dismissal, resignation, and retirement.
(II) If the departing accounting firm makes a written statement and request the issuer to inform shareholders of such statement, unless the written statement is received by the issuer too late, it shall take the following measures:	(II) If the departing accounting firm makes a written statement and request the issuer to inform shareholders of such statement, unless the written statement is received by the issuer too late, it shall take the following measures:
(1) Explain in the notice for the purpose of the resolution that the departing accounting firm has made a statement;	(1) Explain in the notice for the purpose of the resolution that the departing accounting firm has made a statement;
(2) Send a copy of the statement to each shareholder entitled to receive the notice of the general meeting.	(2) Send a copy of the statement to each shareholder entitled to receive the notice of the general meeting.
(III) If the issuer has not sent out the requirements of the relevant accounting firm’s statement, the relevant accounting firm may request the statement be read at the general meeting, and may make further appeal.	(III) If the issuer has not sent out the requirements of the relevant accounting firm’s statement, the relevant accounting firm may request the statement be read at the general meeting, and may make further appeal.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
(IV) The departing accounting firm has the right to attend the following meetings:	(IV) The departing accounting firm has the right to attend the following meetings:
(1) the general meeting at which its term shall have ended;	(1) the general meeting at which its term shall have ended;
(2) the general meeting to fill the vacancy due to its dismissal;	(2) the general meeting to fill the vacancy due to its dismissal;
(3) the general meeting convened due to resignation on its part.	(3) the general meeting convened due to resignation on its part.
The departing accounting firm has the right to receive all notices for the abovementioned meetings or any information relating to the meetings, and to speak at the meetings on matters related to its being the issuer’s former accounting firm.	The departing accounting firm has the right to receive all notices for the abovementioned meetings or any information relating to the meetings, and to speak at the meetings on matters related to its being the issuer’s former accounting firm.
Article 177 Within 14 days of receiving the written notice referred to in Article 176, the issuer shall send a copy of the notice to the competent authorities. If the notice contains the statement referred to in Article 175 (II), the issuer shall also send it to each shareholder who is entitled to receive a report on the financial situation of the issuer.	Article 177 Article 170 Within 14 days of receiving the written notice referred to in Article 176 Article 169, the issuer shall send a copy of the notice to the competent authorities. If the notice contains the statement referred to in Article 175 Article 168 (II), the issuer shall also send it to each shareholder who is entitled to receive a report on the financial situation of the issuer.
Article 178 If the notice of resignation of the accounting firm contains the statement referred to in Article 175 (II), the accounting firm may request the Board to convene an extraordinary general meeting to hear its explanation of the resignation.	Article 178 Article 171 If the notice of resignation of the accounting firm contains the statement referred to in Article 175 Article 168 (II), the accounting firm may request the Board to convene an extraordinary general meeting to hear its explanation of the resignation.
Article 180 The notices of convening the general meetings shall be served by personal delivery, e-mails, post, announcement or any other method stipulated by the rules of procedure of the general meeting.	Article 180 Article 173 The notices of convening the general meetings shall be served by personal delivery, e-mails, post, announcement or any other method stipulated by the rules of procedure of the general meeting.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 182 The notices of convening the meetings of the board of supervisors shall be served by personal delivery, e-mails, post, announcement or any other method stipulated by the rules of procedure of the board of supervisors.	Article 182 The notices of convening the meetings of the board of supervisors shall be served by personal delivery, e-mails, post, announcement or any other method stipulated by the rules of procedure of the board of supervisors.
Article 192 The Company shall be dissolved for any of the following reasons:
(I) the expiration of the business period or other reasons for dissolution specified in the Articles of Association;
(II) the general meeting adopts a resolution to dissolve the Company;
(III) dissolution is required due to the merger or division of the Company;
(IV) the Company’s business license is revoked, or it is ordered to close down or wind up in accordance with laws;
(V) where the Company gets into serious trouble in operation and management and its continuation may cause substantial losses to the interests of shareholders, and no solution can be found through any other channel, shareholders holding more than 10% of the voting rights of the Company may request the People’s Court to dissolve the Company.	Article 192 Article 184 The Company shall be dissolved for any of the following reasons:
(I) the expiration of the business period or other reasons for dissolution specified in the Articles of Association;
(II) the general meeting adopts a resolution to dissolve the Company;
(III) dissolution is required due to the merger or division of the Company;
(IV) the Company’s business license is revoked, or it is ordered to close down or wind up in accordance with laws;
(V) where the Company gets into serious trouble in operation and management and its continuation may cause substantial losses to the interests of shareholders, and no solution can be found through any other channel, shareholders holding more than 10% of the voting rights of the Company may request the People’s Court to dissolve the Company.

If the Company has any reasons for dissolution specified in the preceding paragraph, it shall publicize the reasons for dissolution through the National Enterprise Credit Information Publicity System within ten days. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 193 In case of any situation in the paragraph (I) of Article 192 of the Articles of Association, the Company may continue as a going concern by amending the Articles of Association.

Amendments to the Articles of Association in accordance with the provisions of the preceding paragraph shall be approved by more than two-thirds of the voting shares held by the shareholders attending the general meeting. | Article 193 Article 185 In case of any situation in the paragraph (I), (II) of Article 192 Article 184 of the Articles of Association, and the property has not been distributed to shareholders, the Company may continue as a going concern by amending the Articles of Association or by resolution of the general meeting.

Amendments to the Articles of Association in accordance with the provisions of the preceding paragraph or by resolution of the general meeting shall be approved by more than two-thirds of the voting shares held by the shareholders attending the general meeting. |
| Article 194 If the Company is dissolved under the circumstances in paragraphs (I), (II), (IV) and (V) of Article 192, the Company shall establish a liquidation group within 15 days from the date of the occurrence of the cause of dissolution to carry out the liquidation. The liquidation group shall consist of persons determined by directors or by the general meeting. If the Company fails to establish a liquidation group within the specified time, the creditors may apply to the People’s Court for appointment of relevant persons to establish a liquidation group to carry out the liquidation. | Article 194 Article 186 If the Company is dissolved under the circumstances in paragraphs (I), (II), (IV) and (V) of Article 192 Article 184, the Company shall establish a liquidation group within 15 days from the date of the occurrence of the cause of dissolution to carry out the liquidation. The liquidation group shall consist of persons determined by directors or by the 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 the Company fails to establish a liquidation group within the specified time, the creditors or such group does not carry out liquidation after the establishment, the interested person may apply to the People’s Court for appointment of relevant persons to establish a liquidation group to carry out the liquidation. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 195 The liquidation group shall perform the following duties during the liquidation:
(I) to check the assets of the Company and prepare a balance sheet and a checklist of assets;
(II) to notify the creditors by notice or announcement;
(III) to deal with the outstanding affairs of the Company in connection with liquidation;
(IV) to settle outstanding taxes and taxes arising in the course of liquidation;
(V) to settle all creditors’ rights and debts;
(VI) to dispose of the residual assets of the Company after the settlement of debts;
(VII) to represent the Company in any civil proceedings.	Article 195
The liquidation group shall perform the following duties during the liquidation:
(I) to check the assets of the Company and prepare a balance sheet and a checklist of assets;
(II) to notify the creditors by notice or announcement;
(III) to deal with the outstanding affairs of the Company in connection with liquidation;
(IV) to settle outstanding taxes and taxes arising in the course of liquidation;
(V) to settle all creditors’ rights and debts;
(VI) to dispose-of-distribute the residual assets of the Company after the settlement of debts;
(VII) to represent the Company in any civil proceedings.
Article 196 The liquidation group shall notify the creditors within 10 days from the date of its establishment and publish an announcement within 60 days of its establishment. The creditors shall declare their claims to the liquidation group within 30 days after receiving the notice, or within 45 days from the date of the announcement if they do not receive the notice.

Creditors declaring their creditors’ rights shall state the relevant information relating to the creditors’ rights and provide supporting materials. The liquidation group shall register the creditors’ rights.

The liquidation group shall not liquidate the creditors during the declaration of creditors’ rights. | Article 196
The liquidation group shall notify the creditors within 10 days from the date of its establishment and publish an announcement in the newspapers or the National Enterprise Credit Information Publicity System within 60 days of its establishment. The creditors shall declare their claims to the liquidation group within 30 days after receiving the notice, or within 45 days from the date of the announcement if they do not receive the notice.

The liquidation group shall not liquidate the creditors during the declaration of creditors’ rights. |

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 197 After liquidating the Company’s assets and preparing the balance sheet and checklist of assets, the liquidation group shall develop a liquidation plan and submit the plan to the general meeting or the People’s Court for confirmation.	Article 197 Article 189 After liquidating the Company’s assets and preparing the balance sheet and checklist of assets, the liquidation group shall develop a liquidation plan and submit the plan to the general meeting or the People’s Court for confirmation.
Article 198 The remaining assets of the Company after payment of liquidation expenses, wages, social insurance contribution, statutory compensation of employees, taxes and debts of the Company shall be distributed to shareholders in proportion to their shareholdings. The assets of the Company shall not be distributed to shareholders before the liquidation according to the provisions in the preceding paragraph.	Article 198 Article 190 The remaining assets of the Company after payment of liquidation expenses, wages, social insurance contribution, statutory compensation of employees, taxes and debts of the Company shall be distributed to shareholders in proportion to their shareholdings. The assets of the Company shall not be distributed to shareholders before the liquidation according to the provisions in the preceding paragraph.
Article 199 During the liquidation period, the Company shall continue to exist but shall not engage in any operation activities not relating to liquidation.	Article 199 Article 191 During the liquidation period, the Company shall continue to exist but shall not engage in any operation activities not relating to liquidation. The assets of the Company shall not be distributed to shareholders before the liquidation according to the provisions in the preceding paragraph.
Article 200 After checking the assets of the Company and preparing the balance sheet and checklist of assets, if the liquidation group discovers that the Company does not have sufficient assets to settle its debts, the liquidation group shall immediately file a bankruptcy application to the People’s Court.	Article 200 Article 192 After checking the assets of the Company and preparing the balance sheet and checklist of assets, if the liquidation group discovers that the Company does not have sufficient assets to settle its debts, the liquidation group shall immediately file a bankruptcy liquidation application to the People’s Court.
After the Company is declared bankrupt by the ruling of the People’s Court, the liquidation group shall hand over the liquidation matters to the People’s Court.	After the Company is declared bankrupt bankruptcy application is accepted by the ruling of the People’s Court, the liquidation group shall hand over the liquidation matters to the trustee in bankruptcy designated by the People’s Court.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 201 Upon the completion of the liquidation, the liquidation group shall prepare a liquidation report, submit it to the general meeting or the People’s Court for confirmation and submit it to the company registration authority to apply for deregistration of the Company and announce the termination of the Company.	Article 201 Article 193 Upon the completion of the liquidation, the liquidation group shall prepare a liquidation report, submit it to the general meeting or the People’s Court for confirmation and submit it to the company registration authority to apply for deregistration of the Company and announce the termination of the Company.
Article 202 Members of the liquidation group shall perform their duties with due diligence and fulfill their liquidating obligations in accordance with the laws.
Members of the liquidation group shall not take advantage of their powers to accept any bribes or other illegal income and shall not embezzle any property of the Company.
Members of the liquidation group shall be liable for compensation for losses incurred to the Company or creditors of the Company due to their intentional acts or gross negligence.	Article 202 Article 194 Members of the liquidation group shall perform their duties with due diligence and fulfill their liquidating duties in accordance with the laws and have obligations of fidelity and diligence.
Where Members of the liquidation group shall not take advantage of their powers to accept any bribes or other illegal income and shall not embezzle causes losses to any property of the Company, he/she shall be liable for damages; Members of the liquidation group shall be liable for compensation for losses incurred to the Company or creditors of the Company due to their intentional acts or gross negligence.
Article 204 In any of the following circumstances, the Company shall amend the Articles of Association:
(I) if upon amendments to the Company Law, laws, administrative regulations, departmental rules, regulatory documents, or listing rules of the stock exchange of the place where the shares of the Company are listed, any terms contained in the Articles of Association become inconsistent with the provisions abovementioned;
(II) a change in the Company causes inconsistency with those contained in the Articles of Association;
(III) a resolution being passed by the general meeting to amend the Articles of Association.	Article 204 Article 196 In any of the following circumstances, the Company shall amend the Articles of Association:
(I) if upon amendments to the Company Law, laws, administrative regulations, departmental rules, regulatory documents, or listing rules of the stock exchange of the place where the shares of the Company are listed, any terms contained in the Articles of Association become inconsistent with the provisions abovementioned;
(II) a change in the Company causes inconsistency with those contained in the Articles of Association;
(III) a resolution being passed by the general meeting to amend the Articles of Association.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	Amended Articles
Article 205 The amendment of the Articles of Association shall be in accordance with the following procedures:	Article 205 Article 197 The amendment of the Articles of Association shall be in accordance with the following procedures:
(I) the Board shall pass a resolution about the amendment of the Articles of Association, and formulate a proposal for amending the Articles of Association;	(I) the Board shall pass a resolution about the amendment of the Articles of Association, and formulate a proposal for amending the Articles of Association;
(II) the Board shall convene a general meeting to vote on the proposal to amend the Articles of Association;	(II) the Board shall convene a general meeting to vote on the proposal to amend the Articles of Association;
(III) the general meeting adopts the amendment to the Articles of Association by special resolution;	(III) the general meeting adopts the amendment to the Articles of Association by special resolution;
(IV) the Company files the amended Articles of Association with the competent market supervision and management authority.	(IV) the Company files the amended Articles of Association with the competent market supervision and management authority.
Article 206 When a review and approval by the competent authority is required for the amendments to the Articles of Association passed by the general meetings, such amendments shall be submitted to the competent authority for approval. When an amendment to the Articles of Association involves registration, the Company shall also complete the registration of the amendment according to laws.	Article 206 Article 198 When a review and approval by the competent authority is required for the amendments to the Articles of Association passed by the general meetings, such amendments shall be submitted to the competent authority for approval. When an amendment to the Articles of Association involves registration, the Company shall also complete the registration of the amendment according to laws.
Article 207 The Board shall amend the Articles of Association according to the resolution of the general meeting on the amendment of the Articles of Association and the review and approval opinions of the competent authority.	Article 207 Article 199 The Board shall amend the Articles of Association according to the resolution of the general meeting on the amendment of the Articles of Association and the review and approval opinions of the competent authority.

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APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles

Amended Articles

Article 216 Appendixes to the Articles of Association include the rules of procedure of the general meeting, the rules of procedure of the Board and the rules of procedure of the board of supervisors. Where the rules of procedure of the general meeting, the rules of procedure of the Board or the rules of procedure of the board of supervisors conflicts with the Articles of Association, the Articles of Association shall prevail.

Article 216 Article 208 Appendixes to the Articles of Association include the rules of procedure of the general meeting, the rules of procedure of the Board and the rules of procedure of the board of supervisors. Where the rules of procedure of the general meeting, the rules of procedure of the Board or the rules of procedure of the board of supervisors conflicts with the Articles of Association, the Articles of Association shall prevail.

Article 217 Upon review and approval by the general meeting and after the adjustment or supplement made to the relevant clauses by the Board with the authorization of the general meetings after the ending of the issuance of shares, the Articles of Association shall take effect from the date of the initial public offering and listing of H-share. The original Articles of Association shall be abolished at the same time.

Article 217 Article 209 Upon review and approval by the general meeting and after the adjustment or supplement made to the relevant clauses by the Board with the authorization of the general meetings after the ending of the issuance of shares, the Articles of Association shall take effect from the date of the initial public offering and listing of H-share. The original Articles of Association shall be abolished at the same time.

After the above amendments to the Articles of Association, the numbering of other articles will be adjusted accordingly.

NOTICE OF EXTRAORDINARY GENERAL MEETING

声通科技

voicecomm

Hubei Voicecomm Technology Co., Ltd.

湖北聲通科技股份有限公司

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

(Stock Code: 2495)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 first extraordinary general meeting of Hubei Voicecomm Technology Co., Ltd.* (the "Company") will be convened and held at 2:00 p.m. on Monday, January 13, 2025 at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, PRC (the "EGM") to consider and, if thought fit, approve the following resolutions. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated December 27, 2024 (the "Circular").

ORDINARY RESOLUTION

to consider and approve the proposed amendments to the Related Rules.

SPECIAL RESOLUTIONS

to consider and approve the proposed amendments to the Articles of Association.
to consider and approve the proposed grant of General Mandate to issue Shares.

By order of the Board

Hubei Voicecomm Technology Co., Ltd.

Mr. TANG Jinghua

Chairman

Hong Kong, December 27, 2024

As of the date of this announcement, the Board of Directors of the Company comprises Mr. TANG Jinghua as chairman and executive Director, Mr. SUN Qi as executive Director, Mr. YANG Xiaoyuan, Mr. TAN Xiaobo, Mr. CHEN Yulei and Ms. MA Tiantian as non-executive Directors, and Mr. LIU Rong, Mr. WU Haipeng, Mr. MU Binrui and Mr. LEUNG Kin Hong as independent non-executive Directors.

EGM-1 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.
Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy/more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders), or the business address of the Company at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, PRC (for Unlisted Shareholders) not less than 24 hours before the time appointed for the meeting (i.e. not later than 2:00 p.m. on Sunday, January 12, 2025) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Wednesday, January 8, 2025 to Monday, January 13, 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, January 7, 2025.
Holders of Shares shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the EGM. If corporate Shareholders appoints authorized representative to attend the EGM, the authorized representative shall produce his/her identity documents and a notarially certified copy of the relevant authorization instrument signed by the board of directors or other authorized parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy forms signed by the Shareholders or their attorneys when attending the EGM.
References to time and dates in this notice are to Hong Kong time and dates.
EGM-2 -

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Voicecomm Technology Co., Ltd. — Proxy Solicitation & Information Statement 2024

50625_rns_2024-12-27_431fe34d-d5d9-4806-8836-ccca14c1755a.pdf

声通科技

宋声通科技

Hubei Voicecomm Technology Co., Ltd.

INTRODUCTION

MATTERS TO BE RESOLVED AT THE EGM

(A) Ordinary Resolution

(1) Proposed Amendments to the Related Rules

(B) Special Resolutions

(2) Proposed Amendments to the Articles of Association

(3) Proposed Grant of General Manadate to Issue Shares

NOTICE OF THE EGM

PROXY ARRANGEMENT

VOTING BY POLL

RECOMMENDATION

Chapter 2 Convening of the General Meeting

Chapter 3 Proposals and Notices of the General Meeting

Chapter 5 Voting and Resolutions at the General Meeting

Article 32

Article 33

Chapter 6 Meeting Sign-in

Chapter 7 Disciplines of the General Meeting

Chapter 8 Adjournment and Conclusion of the General Meeting

Chapter 9 Implementation of Resolutions of the General Meeting and Information Disclosure

Chapter 10 Supplementary Rules

2. RULES OF PROCEDURE FOR MEETINGS OF DIRECTORS

Rules of Procedure for Meetings of Directors

Chapter 1 General

Chapter 2 Proposal of the Board

Chapter 3 Notice of the Meeting

Chapter 5 Convening of the Meeting

Chapter 6 Implementation of the Resolutions and Information Disclosure

Chapter 7 Preservation of the Meeting Files

Chapter 8 Supplementary Rules

3. WORKING SYSTEM FOR INDEPENDENT NON-EXECUTIVE DIRECTORS

Working System for Independent Non-executive Directors

Chapter 1 General

Chapter 2 Qualifications for Independent Non-executive Directors

Chapter 3 Nomination, Election and Change of Independent Non-executive Directors

Chapter 4 Rights and Obligations of Independent Non-executive Directors

Chapter 5 Supplementary Rules

4. RULES GOVERNING CONNECTED TRANSACTIONS

Rules Governing the Connected Transactions

Chapter 1 General

Chapter 2 Connected Persons and Connected Relations

Chapter 3 Connected Transactions

Article 3

Chapter 4 Pricing Principles for Connected Transaction

Article 5

Article 6

Chapter 5 Decision-Making Authority for Connected Transactions

Chapter 6 Approval Procedure for Connected Transactions

5. RULES GOVERNING THE MANAGEMENT OF EXTERNAL GUARANTEE

Rules Governing the Management of External Guarantee

Article 1

Article 2

Article 3

Article 4

6. RULES GOVERNING THE MANAGEMENT OF EXTERNAL INVESTMENT

Rules Governing the Management of External Investment

Chapter 1 General

Chapter 2 Organizational Structure for External Investment Management

Chapter 3 Approval Authority for External Investment

Chapter 4 Decision-making Procedures and Management for External Investment

Chapter 5 Transfer and Recovery of Long-term External Investment

Chapter 7 Information Disclosure of External Investment

Supplementary Rules

No change in English version |

声通科技

Hubei Voicecomm Technology Co., Ltd.

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

SPECIAL RESOLUTIONS

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Voicecomm Technology Co., Ltd. Proxy Solicitation & Information Statement 2024