Taizhou Water : ARTICLES OF ASSOCIATION

March 09, 2020 at 11:13 am

Taizhou Water Group Co., Ltd.*

台州市水務集團股份有限公司

(a joint stock limited company incorporated in the People's Republic of

China with limited liability)

Articles of Association

	CONTENTS
Chapter 1	General Provisions ....................................................................................	4
Chapter 2	Purposes and Scope of Business ...............................................................	7
Chapter 3	Shares, Share Transfer and Registered Capital .........................................	7
Chapter 4	Party Construction ..................................................................................	13
Chapter 5	Reduction of Capital and Repurchase of Shares.....................................	14
Chapter 6	Financial Assistance for the Purchase of the Company's Shares............	18
Chapter 7	Share Certificates and Register of Shareholders.....................................	19
Chapter 8	Shareholders' Rights and Obligations.....................................................	26
Chapter 9	General Meetings ....................................................................................	31
Chapter 10	Special Procedures for Voting by Class Shareholders ............................	47
Chapter 11	Board.......................................................................................................	52
Chapter 12	Secretary to the Board of the Company ..................................................	69

Chapter 13 General Manager of the Company ..........................................................	70
Chapter 14	Supervisory Committee ..........................................................................	71
Chapter 15 Qualifications and Duties of the Directors, Supervisors,
	General Manager and Other Senior Management of the Company........	75
Chapter 16 Financial and Accounting Systems and Profit Distribution ....................	86
Chapter 17	Appointment of Accounting Firm ...........................................................	92
Chapter 18 Merger and Division of the Company ....................................................	96
Chapter 19 Dissolution and Liquidation of the Company .........................................	98
Chapter 20 Procedures for Amendments to the Articles of
	Association of the Company .................................................................	102
Chapter 21	Notices ..................................................................................................	103
Chapter 22 Settlement of Disputes ..........................................................................	104
Chapter 23	Supplementary Provisions ....................................................................	106

Note: Within the marginal notes of the Articles of Association, the terms " Company Law" represents the Company Law of the People's Republic of China (2018 Amendment); the

Mandatory Provisions" represents the Mandatory Provisions for the Articles of Association of Companies Listed Overseas (Zheng Wei Fa [1994] No. 21) jointly issued by the former Securities Commission of the State Council (now China Securities Regulatory Commission ) and the former State Commission for Restructuring the Economic Systems (now National Development and Reform Commission); the " Letter of Opinions on Supplementary Amendment" represents the Letter of Opinions on Supplementary Amendment to Articles of Association of Companies to be Listed in Hong Kong (Zheng Jian Hai Han [1995] No. 1) jointly issued by the Overseas-ListingDepartment of China Securities Regulatory Commission (the "CSRC") and the Production System Department of the former State Commission for Restructuring the Economic System; the " Special Regulations" represents Special Regulations of the State Council concerning the Offering and Listing of Shares Overseas by Joint Stock Limited Companies (the Decree No. 160 of the State Council [1994]) promulgated by the State Council; the " Reply to the Notice Period of Shareholders' General Meeting" refers to the Reply of the State Council on the Adjustment of the Notice Period of Shareholders' General Meeting of Overseas Listed Companies and Other Matters (Guo Han [2019] No. 97) issued by the State Council; the " Opinion" represents the Opinion Regarding Further Conformity in Operations and Reform of Companies Listed outside the PRC (Guo Jing Mao Qi Gai [1999] No. 230) jointly issued by the former State Economic and Trade Commission and the CSRC; " Guide to AoA" refers to Guidelines on Articles of Association of Listed Companies (2019 Amendment) (CSRC Announcement [2019] No. 10) promulgated by China Securities Regulatory Commission; " Main Board Listing Rules" represents the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time; " Appendix 3 to the Listing Rules of Main Board" represents the Appendix 3 to the Main Board Listing Rules and " Appendix 13D to the Main Board Listing Rules" refers to Section D of Appendix 13 to the Main Board Listing Rules.

Taizhou Water Group Co., Ltd.

Articles of Association

Chapter 1 General Provisions

Article 1 For the purposes of protecting the lawful rights and interests of Taizhou Water Group Co., Ltd. (hereinafter "the Com pany") and its Shareholders and creditors, as well as regulating the organization and acts of the Company, these Articles of Association are formulated in accordance with the Company Law of the People's Republic of China (the " Company Law"), Securities Law of the People's Republic of China (the " Securities Law"), the Special Regulations of the State Council concerning the Offering and Listing of Shares Overseas by Joint Stock Limited Companies (the " Special Regulations"), the Mandatory Provisions for the Articles of Association of Companies Listed Overseas (the " Mandatory Provisions"), the Letter of Opinions on Supplementary Amendment to Articles of Association of Companies to be Listed in Hong Kong, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the " Main Board Listing Rules") and other relevant regulations.

Article 1 Mandatory Provisions Article 1 Guide to AoA

Sec. 1(a), Appendix 13D to the Main Board Listing Rules

Unless otherwise specified, the Mandatory Provisions and Letter of Opinions on Supplementary Amendments mentioned hereinafter shall be deemed to have mentioned Sec. 1(a), Appendix 13D to the Main Board Listing Rules

Article 2 The Company is a joint stock company with limited liability established in accordance with the Company Law, the Special Regulations and other relevant laws, administrative regulations or regulatory documents of the People's Republic of China (the "PRC").

The Company is established as a joint stock company with limited liability by its promoters through conversion of former Taizhou Water Supply Company Limited. The Company was established by its promoters on 31 March 1999 with the approval of Securities Commission of Zhejiang Provincial People's Government, as evidenced by the approval document, namely, the Reply on Approval of the Establishment of Zhejiang Taizhou Water Supply Co., Ltd. (Zhe Zheng Wei [1999] No.25), and was

Article 1 Mandatory Provisions Article 2 Guide to AoA

registered with and has obtained a business license from the Zhejiang Provincial Administration for Industry and Commerce on 30 June 1999.

The Company's business license number is 91331000717610658L.

The promoters of the Company are Taizhou Infrastructure Construction Investment Co., Ltd. (later renamed "T aizhou Urban Construction and Investment Development Group Co., Ltd."), Huangyan District Financial Development Cor poration (later renamed "Zhejiang Huangyan Financial Development Company"), Taizhou Jiaojiang Financial Development Company (later renamed "Taizhou Jiaojiang District Infrastructure Investment Company"), Taizhou Trust and Investment Company (later renamed "Zhejiang Taixin Asset Management Co., Ltd."), Zhejiang Zhijiang Group Co., Ltd., Taizhou Luqiao District Financial Development Company and Taizhou Hydropower Development Co., Ltd.

Article 3 The Company's registered name in Chinese: 台州市水務集團

股份有限公司

The Company's registered name in English: Taizhou Water Group Co., Ltd.

Article 2 Mandatory Provisions Article 4 Guide to AoA

Article 4 The Company's legal residence: No. 308 Yin Quan Road, Xicheng Street, Huangyan District, Taizhou, Zhejiang Province Postcode: 318020

Telephone: 0576-84111030

Facsimile: 0576-84111031

Article 3 Mandatory Provisions Article 5 Guide to AoA

Article 5 The chairman of the Board of the Company shall be the Company's legal representative.

Article 4 Mandatory Provisions Article 8 Guide to AoA

Article 6 All of the share capital of the Company is divided into equal shares. The liability of a Shareholder of the Company shall be limited to the shares subscribed by that Shareholder. The Company shall hold liable for its debt with all of its assets.

Article 9 Guide to AoA

Article 7 The Company is a joint stock limited liability company with perpetual existence.

Article 5 Mandatory Provisions Article 7 Guide to AoA

Article 8 Upon approval at the general meeting of the Company by way of special resolution and approval by the relevant authorities in the PRC, the Articles of Association came into effect from the date on which the overseas listed foreign shares issued by the Company were listed and traded on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") and replaced the original articles of association and amendments thereof of the Company registered and filed with the industry and commerce administration authorities.

Article 6 Mandatory Provisions Article 10 Guide to AoA

From the date of the Articles of Association becoming effective, the Articles of Association constitute a legally binding document regulating the Company's organization and activities, and the rights and obligations between the Company and each Shareholder and among the Shareholders.

Article 9 The Articles of Association are binding on the Company and its Shareholders, Directors, Supervisors, general manager and other senior management of the Company; all of whom have the rights to propose any matters of the Company pursuant to the Articles of Association.

Without prejudicing the Articles of Association, a Shareholder may take actions against the Company pursuant to the Articles of Association, while the Company may take actions against any Shareholder, Director, Supervisor and senior management pursuant to the Articles of Association. A Shareholder may also take actions against another Shareholder, the Directors, Supervisors and senior management of the Company pursuant to the Articles of Association.

Actions referred to in the preceding paragraph includes proceedings before any court or arbitral bodies.

The senior management as referred to in the Articles of Association includes the general manager, deputy general manager, secretary to the Board, chief accountant, chief engineering and other personnel specifically appointed by the Board as senior management of the Company.

Article 10 The Company may invest in other limited liability companies and joint stock limited companies. Its liability towards an

Article 6 Mandatory Provisions Article 10 Guide to AoA

Article 7 Mandatory Provisions Article 10 Guide to AoA

Article 11 Guide to AoA

Article 8

Mandatory

Provisions

investee company shall be limited to the extent of the amount of capital contributed thereto. However, unless stipulated by laws otherwise, the Company shall not be jointly and severally liable to such investee company(ies) for the latter's liabilities.

Article 15 Company Law

Chapter 2 Purposes and Scope of Business

Article 11 The purpose of the Company's operation is to create value for the Company and Shareholders while promoting urban civilization and social progress.

Article 12 The Company's business scope shall be subject to such business scope as approved by the competent administration for industry and commerce. The scope of business of the Company are water supply; sewage treatment; manufacturing and sales of water supply equipment; investment in agricultural and forestry projects; tourism development; investment, construction, operation and management of water conservancy and hydropower projects; investment, construction, operation and management of municipal infrastructure and supporting projects; sales and installation of pipelines and electromechanical equipment; and sales of construction materials (in which case, any business operation that is subject to approval by law may proceed following approval by the relevant authorities).

Chapter 3 Shares, Share Transfer and Registered Capital

Article 13 There must, at all times, be ordinary shares in the Company. Subject to the approval from the companies approving department authorized by the State Council, the Company may issue other classes of shares according to its requirements. Shareholders of various classes of the Company shall enjoy that same rights for any distribution by way of dividend or otherwise.

Article 14 The shares of the Company shall be represented by share certificates. The share certificates issued by the Company shall each have a par value of RMB1.

RMB referred to in the Articles of Association means the lawful currency of the PRC.

Article 9 Mandatory Provisions Article 12 Guide to AoA

Article 10

Mandatory Provisions Article 13 Guide to AoA

Article 11

Mandatory

Provisions Sec. 9, Appendix 3

to the Main Board Listing Rules

Article 12

Mandatory Provisions Article 16 Guide to AoA

Article 15 The Company shall adopt an open, fair and just principle with respect to issuance of shares. Shares of the same type shall have equal rights.

During the issuance of the same type of shares, each share shall have the same conditions of issuance and price. Any such share subscribed by any unit or individual shall charge the same price.

Article 16 Subject to the approval of the securities regulatory authority of the State Council and/or other competent authorities, the Company may issue shares to domestic and foreign investors.

The foreign investors referred to in the preceding paragraph mean those investors from foreign countries and from the regions of Hong Kong Special Administrative Region ("Hong Kong"), Macau Special Administrative Region ("Macau ") and Taiwan who subscribe for shares issued by the Company. Domestic investors mean those investors within the territory of the PRC (excluding investors from the regions referred to in the preceding sentence) who subscribe for shares issued by the Company.

Article 17 Shares issued by the Company to domestic investors for subscription in RMB shall be referred to as domestic shares. Shares issued by the Company to foreign investors for subscription in foreign currencies shall be referred to as foreign shares. Foreign shares which are listed overseas shall be referred to as overseas listed foreign shares.

The shares listed on any overseas securities exchanges with the approval by the authorities authorized by the State Council and the overseas securities regulators shall be collectively referred to as overseas listed shares.

Overseas listed shares issued by the Company and listed in Hong Kong Stock Exchange shall be referred to as H shares.

The foreign currency referred to in the preceding paragraph is a freely convertible legal currency other than offshore RMB or offshore RMB of other countries or regions which are recognized by the foreign exchange administration authority of the PRC and can be used for payment of the shares.

Domestic shares issued by the Company are retained under centralized depositary of the relevant securities depository institutions for safe custody; whereas the H shares of the Company are retained as required by the law of the place of listing under the safe custody of entrusted Hong Kong securities

Sec. 9, Appendix 3

to the Main Board Listing Rules

Article 15 Guide to AoA

Article 13

Mandatory

Provisions

Article 14

Mandatory Provisions Sec. 9, Appendix 3 to the Main Board Listing Rules

Rule19A.04 to the Main Board Listing Rules

clearing companies and such shares may also be held in the personal names of Shareholders.

Subject to the approval of the securities regulatory authority of the State Council, the non-listed shares can be listed and traded on the overseas stock exchanges. Any listing or trading of such shares on an overseas stock exchange shall also comply with the regulatory procedures, rules and requirements of such overseas stock exchange. The listing and trading on overseas stock exchange of such shares are not subject to the approval of class Shareholders' General Meeting. If the domestic shares held by Shareholders of the Company are approved to be listed on or traded in an overseas stock exchange, the shares shall be converted into overseas listed shares.

Article 18 Upon approval by the approval department of the Company, the Company issued a total of 149,130,000 ordinary shares to the promoters of the Company upon its incorporation, among others, Taizhou Infrastructure Construction Investment Co., Ltd. subscribed for and held 33,000,000 shares, representing 22.13% of the total issued ordinary shares of the Company; Huangyan District Financial Development Corporation subscribed for and held 26,524,800 shares, representing 17.79% of the total issued ordinary shares of the Company; Taizhou Jiaojiang Financial Development Company subscribed for and held 22,094,000 shares, representing 14.82% of the total issued ordinary shares of the Company; Taizhou Trust and Investment Company subscribed for and held 20,000,000 shares, representing 13.41% of the total issued ordinary shares of the Company; Zhejiang Zhijiang Group Co., Ltd. subscribed for and held 20,000,000 shares, representing 13.41% of the total issued ordinary shares of the Company; Taizhou Luqiao District Financial Development

Company subscribed for and held 17,511,200 shares, representing 11.74% of the total issued ordinary shares of the Company; Taizhou Hydropower Development Co., Ltd. subscribed for and held 10,000,000 shares, representing 6.70% of the total issued ordinary shares of the Company.

Article 15

Mandatory Provisions Article 18 Guide to AoA

Article 19 Upon approval by the securities regulatory authority of the State Council and the Hong Kong Stock Exchange, the total number of ordinary shares to be issued by the Company is 50,000,000.

Article 16

Mandatory Provisions Article 19 Guide to AoA Sec. 9, Appendix 3 to the Main Board Listing Rules

The capital structure of the Company will be 200,000,000

ordinary shares, including:

150,000,000 domestic shares, representing 75% of the total issued ordinary shares of the Company; 50,000,000 foreign shares, representing 25% of the total issued ordinary shares of the Company, of which 50,000,000 are overseas listed shares, representing 25% of the total issued ordinary shares of the Company.

Article 20 In accordance with the plans approved by the securities regulatory authority of the State Council for issuance by the Company of overseas listed foreign shares and domestic shares, the Board of the Company may implement and arrange such issuances, respectively.

The Company may implement the plans for issuance of overseas listed foreign shares and domestic shares pursuant to the preceding paragraph within fifteen (15) months from the date of approval by the securities regulatory authority of the State Council.

Article 21 If the Company separately issues overseas listed foreign shares and domestic shares within the total number specified in the issue scheme, the said shares shall be issued respectively at one time. If it is impossible for the shares to be issued at one time due to special reasons, the shares may be issued by tranches upon approval by the securities regulatory authority of the State Council.

Article 22 The registered capital of the Company before the issuance of H shares was RMB150 million. Upon completion of the issuance of H shares, the registered capital of the Company is RMB200 million. The Company will perform relevant registration change procedures with competent industrial and commercial administration department and report to the securities regulatory authority of the State Council for registration.

Article 23 The Company may, based on its operating and development needs, authorize the increase of its capital in the following ways pursuant to laws, administrative regulations and securities regulatory rules of the place where the Company's shares are listed, and upon such resolution passed on the general meeting and approval by relevant regulatory authorities:

offer of new shares to non-specially-designated investors for subscription;

placement of new shares to existing Shareholders;

issuance of new shares to its existing Shareholders; (IV) conversion of capital reserve fund into capital; or

(V) any other means stipulated by law and administrative

Article 17

Mandatory

Provisions

Article 18

Mandatory

Provisions

Article 19

Mandatory

Provisions

Article 20

Mandatory Provisions Article 21 Guide to AoA

regulation and approved by relevant competent authorities.

After the Company's increase of share capital by issuing new shares is approved in accordance with the provisions of the Articles of Association and securities regulatory rules of the place where the Company's shares are listed, such issuance thereof shall proceed in accordance with the procedures set out in the relevant national laws and administrative regulations.

Article 24 Unless otherwise provided by laws, administrative regulations and the Hong Kong Stock Exchange, the shares are freely transferable and are not subject to any lien.

The transfer of shares of the Company is subject to registration with stock registration agency entrusted by the Company.

Article 21

Mandatory

Provisions

Article 26 Guide to AoA

Rule 19A.46 and Sec. 1(2), Appendix 3

to the Main Board Listing Rules

Article 25 The Company does not accept its own shares as the subject matter of any pledge.

Article 26 Shares of the Company held by the promoters are not transferable within one (1) year commencing from the date of incorporation of the Company. Any share that is already in issue prior to its public offering is not transferable within one (1) year commencing from the date on which the shares of the Company are listed and traded on a stock exchange.

Article 27 Guide to AoA Article 142 Company Law

Directors, Supervisors and senior management of the Company shall report to the Company about their shareholdings (including preferred shares) in the Company and the changes therein, and shall not transfer more than 25% of the total number of Company's shares of same class held by them per year during their respective tenures; and shall not transfer the Company's shares held by them within one (1) year from the date on which the shares of the Company are listed on a stock exchange. The aforesaid persons shall not transfer shares of the Company held by them within half a year after their resignation from their offices. Where the listing rules of the stock exchanges in which the Company's shares are listed have additional provisions on the transfer restrictions of H shares, such provisions shall prevail.

Article 28 Guide to AoA

Article 27 Any gains from the sale of shares of the Company by any Company's Director, Supervisor, senior management or Shareholder holding 5% or more of the shares in the Company within six (6) months after purchasing such shares, or any gains from repurchasing such shares of the Company within six (6) months after the sale thereof, shall be attributable to the Company. The Board of the Company shall forfeit such gains from the abovementioned parties. To the extent any H Shares are covered by the share transfer restrictions set out in this paragraph, approval shall be obtained from the Hong Kong Stock Exchange. However, securities companies holding no less than 5% shares of the Company as a result of taking up unsubscribed shares as an underwriter are free from the six (6) months restriction when disposing of such shares.

If the Board of the Company fails to comply with the requirement set forth in the preceding paragraph, a Shareholder shall be entitled to require the Board to effect the same within thirty (30) days. If the Board of the Company fails to do so within the said time limit, such Shareholder shall be entitled to directly initiate in his/her/its own name proceedings in a court in the interests of the Company.

If the Board of the Company fails to comply with the provision set forth in the first paragraph of this article, the Director(s) responsible shall be jointly and severally liable therefor in accordance with the law.

Article 29 Guide to AoA

Chapter 4 Party Construction

Article 28 The Company established the party committee and disciplinary committee of the Company in accordance with the provisions of the Constitution of the Communist Party of China and the Working Rules of the Communist Party Committee of China (Trial).

Article 29 The secretary and deputy secretary of the party committee and disciplinary committee of the Company are elected or appointed in accordance with the relevant provisions of the Constitution of the Communist Party of China.

Article 30 The party committee of the Company shall set up the party committee office as its working department; it shall also set up mass organizations such as trade unions and the Communist Youth League; the disciplinary committee of the Company shall set up the disciplinary inspection and supervision office as its working department.

Article 31 The establishment of the party organizations and its staffing shall be incorporated into the Company's management organization and preparation, and the funding of party organizations shall be included in the Company's budget and paid out from the Company's management fees.

Article 32 The functions and powers of the party committee of the Company include:

to give play to the core role of leadership and the core role of politics, and carry out work around the production and operation of the enterprise;
to ensure that the principles and policies of the Party and the PRC are implemented in the enterprise;
to support the General Meeting, the Board, the Supervisory Committee and the general manager to exercise their functions and powers according to law;
to study and arrange the work of the party and group of the Company, strengthen the self-construction of the party organization, lead ideological and political work, spiritual civilization construction, and mass organizations such as trade unions and the Communist Youth League;
to adhere to the principle of the Party assuming the responsibility for cadres' affairs, play the role of determining standards, standardizing procedures, participating in inspections and recommending candidates;

Guiding Opinions of the Central Committee of the Communist Party of China and the State

Council on Deepening the

Reform of State-owned Enterprises

to discuss and study the major issues to be decided by the Board and the decision-maker, and put forward opinions and suggestions;
to rely on worker masses wholeheartedly and support worker's congress to carry out the work;
to study other matters that should be decided by the party committee of the Company.

Article 33 The functions and powers of the disciplinary committee of the Company include:

to uphold the constitution of the Party and other intra-party laws and regulations;
to inspect the implementation of the directions, principles, policies and resolutions of the Party;
to assist the party committee to strengthen the party style, organize and coordinate anti-corruption work, and study and deploy disciplinary inspection and supervision work;
to implement the important decisions, resolutions and work arrangements of the superior discipline committee and the party committee of the Company;
to regularly educate party members on party disciplines and regulations, and make decisions on maintaining party disciplines;
to supervise the exercise of power by party members and leading cadres;
to examine and handle the violations of the constitution of the Party and other intra-party laws and regulations by party organizations and party members of all units of the Company, according to the authorized management duties and responsibilities;
to accept party members' complaints and appeals to protect their rights;
to study other matters that should be decided by the discipline committee of the Company.

Chapter 5 Reduction of Capital and Repurchase of Shares

Article 34 The Company may reduce its registered capital. The reduction of the registered capital of the Company shall be subject to the provisions under the Company Law and other relevant regulations, as well as those procedures set out in the Articles of Association.

Article 22

Mandatory Provisions Article 22 Guide to AoA

Article 35 The Company must prepare a balance sheet and a list of assets when reducing its registered capital.

The Company shall notify its creditors within ten (10) days of the date when the Company resolves reduction of its registered capital, and an announcement shall be made in a newspaper recognized by the stock exchange(s) on which the shares of the Company are listed within thirty (30) days of the date of such resolution. The creditors is entitled to, within thirty (30) days from the receipt of the aforesaid notice, or, if they have not received such notice, within forty-five (45) days from the date of the aforesaid announcement, demand the Company to discharge the Company's debts or provide appropriate guarantees.

The Company's registered capital may not, upon reduction, be less than the minimum amount prescribed by law.

Article 36 The Company may, subject to the procedures set out in the Articles of Association and the approval of the relevant competent authorities of the PRC, repurchase its outstanding shares under the following circumstances in accordance with legal procedures:

cancelling its shares for the purpose of reducing the registered capital of the Company;
merging with another company that holds the share certificates of the Company;
using shares in employee stock ownership plans or equity incentives;
requesting the Company to acquire the shares of any Shareholder who object to the resolutions adopted at the General Meeting on merger or division of the Company;
using shares to convert corporate bonds convertible into shares issued by listed companies;
necessary for a listed company to safeguard the value of the company and interests of shareholders;
other circumstances permitted by the laws and administrative regulations;

Except under the foregoing circumstances, the Company shall not engage in the purchase or sale of its own shares.

Article 37 The Company may, with the approval of the relevant competent authority of the PRC for repurchasing its shares, conduct the repurchase in one of the following manners:

Article 23

Mandatory Provisions Article 176 Guide to AoA

Article 24

Mandatory

Provisions

Article 23 Guide to AoA Article 142 Company Law

Article 25

Mandatory Provisions Article 24 Guide to AoA

to make a pro rata general offer of repurchase to all of its Shareholders;
to repurchase shares through public trading on a stock exchange;
to repurchase through an off-market agreement; or
other means as permitted by national laws, administrative regulations and relevant regulatory authorities.

Any share repurchase by the Company due to the circumstances set out in items (3), (5) and (6) under first paragraph of Article 36 of the Articles of Association shall be conducted by way of public and centralized trading.

Article 38 Where the Company repurchases its shares through an off-market agreement, it shall seek prior approval of the Shareholders at the General Meeting in accordance with the Articles of Association. The Company may release or vary a contract so entered into by the Company or waive any of its rights thereunder with prior approval by Shareholders at General Meeting obtained in the same manner.

The contract to repurchase shares as referred to in the preceding paragraph includes, but not limited to, an agreement to become obliged to repurchase or to acquire the right to repurchase shares.

The Company shall not assign a contract for repurchasing its shares or any of its right thereunder.

That, where the Company has the rights to repurchase the redeemable shares, repurchases not made through the market or by tender shall not exceed a certain maximum price limit; if repurchases are made by tender, such tenders shall be made available to all Shareholders alike.

Article 39 Any share of the Company repurchased by the Company due to the circumstances set out in items (1) and (2) under first paragraph of Article 36 shall be resolved by the General Meeting. Any Share of the Company repurchased by the Company due to the circumstances set out in items (3), (5) and

under first paragraph of Article 36 shall be resolved at a Board meeting attended by two-thirds or more of the Directors in accordance with the provisions of the Articles of Association of the Company or the authorization by the General Meeting.
.
After the Company repurchases the shares of the Company in accordance with first paragraph of Article 36, if under the

Article 26

Mandatory

Provisions

Article 8(1) and (2), Appendix 3 to the Main Board Listing Rules

Article 27

Mandatory

Provisions

Article 25 Guide to AoA Article 142 Company Law

circumstance mentioned in item (1), cancellation shall take place within ten (10) days after the date of repurchase. If under the circumstances mentioned in items (2) and (4), transfer or cancellation shall take place within six (6) months. If under the circumstances mentioned in items (3), (5) and (6), the shares of the Company held by the Company in aggregate shall not exceed 10% of the total issued shares of the Company, and shall be transferred or cancelled within three (3) years.

If the Company cancels the shares as a result of share repurchase, it shall apply for registration of the change to the registered capital with the administration of industry and commerce. The aggregate par value of the cancelled shares shall be deducted from the Company's registered capital.

Article 40 Except where the Company is in the course of liquidation, it	Article 28
must comply with the following provisions in repurchasing its	Mandatory
outstanding shares:	Provisions
(1) where the Company repurchases its shares at their par value,
the amount shall be deducted from the book balance of
distributable profits of the Company or out of the proceeds of a
new issuance of shares made for that purpose;
(2) where the Company repurchases its shares at a premium to
their par value, an amount equivalent to total par value shall be
deducted from the book balance of distributable profits of the
Company or out of the proceeds of a new issuance of shares
made for that purpose. Payment of the portion in excess of their
par value shall be effected as follows:
1. if the shares being repurchased were issued at their par value,
payment shall be made out of the book balance of distributable
profits of the Company;
2. if the shares being repurchased were issued at a premium to
their par value, payment shall be made out of the book balance
of distributable profits of the Company or the proceeds of a new
issuance of shares made for that purpose, provided that the
amount paid out of the proceeds of the new issuance of shares
may not exceed the aggregate amount of premiums received by
the Company on the issuance of the shares repurchased, nor shall
it exceed the current balance of the Company's premium account
(or capital reserve account) (inclusive of the premiums from the
new issuance of shares) at the time of the repurchase;
(3) payment by the Company in consideration for:
(1) the acquisition of rights to repurchase its shares;
(2) the variation of any contract to repurchase its shares;
(3) the release of any obligation under any contract to repurchase
its shares.

shall be made out of the Company's distributable profits;

after the aggregate par value of the cancelled shares is reduced from the Company's registered capital in accordance with the relevant provisions, the amount deducted from the distributable profits for payment of the par value of shares which have been repurchased shall be transferred to the premium account (or capital reserve account) of the Company.

Where the laws, administrative regulations and relevant provisions of the relevant regulators provide otherwise for the financial treatment involved in the aforementioned share repurchase, such provisions shall prevail.

Chapter 6 Financial Assistance for the Purchase of the Company's

Article 41	The Company or its subsidiaries shall not, by any means at any	Article 29
	time, provide any kind of financial assistance to a person who	Mandatory
	acquires or proposes to acquire shares of the Company. The said	Provisions
	acquirer of shares of the Company includes a person who	Article 20
	directly or indirectly incurs any obligations due to the	Guide to AoA
	acquisition of shares of the Company.
	The Company or its subsidiaries shall not, by any means at any
	time, provide financial assistance to the said acquirer for the
	purpose of reducing or discharging the obligations assumed by
	that person.
	This provision does not apply to the circumstances stated in
	Article 43 of the Articles of Association.
Article 42	The financial assistance referred to in this Chapter includes, but	Article 30
	not limited to, the following means:	Mandatory
		Provisions
	(1) gift;
	(2) guarantee (including the assumption of liability by the
	guarantor or the provision of assets by the guarantor to secure
	the performance of obligations by the obligor), compensation
	(other than compensation in respect of the Company's own
	default) or release or waiver of any rights;
	(3) provision of loan or the making of any other agreement under
	which the obligations of the Company are to be fulfilled before
	the obligations of another party, or a change in the parties to, or
	the assignment of rights under, such loan or contract; and
	(4) any other form of financial assistance given by the Company
	when the Company is insolvent or has no net assets or when its
	net assets would thereby be reduced to a material extent.
	The expression " incurring an obligation" referred to in this
	18

Chapter includes the incurring of obligations by the changing of the obligor's financial position by way of contract or the making of an arrangement (whether enforceable or not, and whether made on its own account or with any other persons), or by any other means.

Article 43 The following activities shall not be deemed to be activities as prohibited in Article 41 of the Articles of Association, except as prohibited by relevant laws, administrative regulations, departmental rules and regulatory documents:

the provision of financial assistance by the Company where the financial assistance is given in good faith in the interest of the Company, and the principal purpose of giving the financial assistance is not for the acquisition of shares of the Company, or the giving of the financial assistance is an incidental part of a master plan of the Company;
the lawful distribution of the Company's assets by way of dividend;
the allotment of shares as dividends;
a reduction of registered capital, a repurchase of shares or a reorganization of the share capital structure effected in accordance with the Articles of Association;
the lending of money by the Company within its scope of business and in the ordinary course of its business (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are thereby reduced, the financial assistance is provided out of the distributable profits of the Company);
the provision of money by the Company for contributions to employee stock ownership plans (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are thereby reduced, the financial assistance is provided out of the distributable profits of the Company).

Article 31

Mandatory

Provisions

Chapter 7 Share Certificates and Register of Shareholders

Article 44 Share certificates of the Company shall be in a registered form. The share certificates of the Company shall contain the following major particulars:

name of the Company;
date of incorporation of the Company;
class of the share certificates, nominal value and number of shares represented;
serial number of the share certificate;
other matters as required by the stock exchange and the securities regulatory authority of the venue where the share certificates are listed;

Article 32

Mandatory

Provisions

Article 128

Company Law

other matters as required by the Company Law, other laws and administrative regulations.

The overseas listed shares issued by the Company may take the form of certificate of overseas deposit or other derivative forms of share certificates pursuant to the laws of the listing venue and local practices governing registration and deposit of securities.

Transfer documents and other documents relating to the ownership of any H Shares or other registered securities or that would affect the ownership of any H Shares or other registered securities are required to be registered.

The Company shall instruct and procure each of its share registrars not to register the subscription, purchase or transfer of any of its shares in the name of any particular holder unless and until such holder delivers to such share registrar a signed form in respect of such shares bearing such statements as required by the laws, regulations and listing rules of the venue where the Company is listed.

Article 45 The share certificates shall be signed by the chairman. Where the securities regulatory authority and the stock exchange on which the shares of the Company are listed requires the share certificates to be signed by other senior management of the Company, the share certificates shall also be signed by such other senior management. The share certificates shall take effect after being affixed, or affixed by way of printing, with the seal of the Company. The share certificates shall only be affixed with the Company's seal under the authorization of the Board. The signatures of the chairman or other relevant senior management of the Company on the share certificates may also be in printed form. To the extent paperless issuance and trading is implemented with respect to the shares of the Company, separate requirements of the stock exchange and the securities regulatory authorities of the place where the shares of the Company are listed shall apply.

Article 46 The Company shall keep a register of shareholders, which shall contain the following particulars:

the name, address (residence), occupation or nature of each Shareholder;
the class and number of shares held by each Shareholder;
the amount paid-up or payable in respect of shares held by each Shareholder;
the serial numbers of the shares held by each Shareholder;
the date on which a person registers as a Shareholder;
the date on which a person ceases to be a Shareholder.

The register of shareholders shall be the sufficient evidence for

Article 3

Special

Regulations

Article 1(1), Appendix 3 to the Main Board Listing Rules

Rules 19A.52 to the Main Board Listing

Rules

Article 33

Mandatory

Provisions

Article 1

Letter of Opinions on Supplementary Amendment Article 2(1), Appendix 3

to the Main Board Listing Rules

Article 34

Mandatory Provisions Article 30 Guide to AoA

the Shareholders' shareholding in the Company, except in cases with contrary evidence.

All acts or transfer of overseas listed shares will be recorded in the register of shareholders of overseas listed shares which is kept in the place where such shares are listed as required by this Chapter.

When two or more persons are registered as joint Shareholders of any share, they shall be deemed to be joint holders of such shares and subject to constraints of the following terms:

the Company are not bound to register more than four (4) persons as joint Shareholders for any share;
all the joint Shareholders of any share shall jointly and severally assume the liability to pay for all amounts payable for the relevant shares;
in case one of the joint Shareholders has deceased, only the surviving joint Shareholders shall be deemed by the Company to be such persons as having the ownership of the relevant shares. But the Board shall have the right, for the purpose of making amendments to the register of Shareholders, to demand a death certificate of such Shareholder where it deems it appropriate to do so; and
for joint Shareholders of any share, only the joint Shareholder whose name appears first in the register of Shareholders is entitled to receive the share certificate for the relevant shares from the Company, receive the Company's notices and attend or exercise the full voting rights of the relevant shares at the Company's General Meeting. Any notice served on the above persons shall be deemed to have been served on all joint Shareholders of the relevant shares. Any one of such joint Shareholders may sign the proxy form, attend the General Meeting of the Company or exercise the full voting rights of the relevant shares. Only if there is more than one joint Shareholder who attends the meeting either in person or by proxy, the vote made by higher priority joint Shareholder shall be accepted. In this regard, the order of the priority of the Shareholders shall be determined by the seniority of the joint Shareholders who is related to the relevant shares within the register of shareholders.

Any receipts issued to the Company by any one of the joint Shareholders for any dividend, bonus issue or return on capital payable to such joint Shareholders shall be treated as a valid receipt that has been issued by these the joint Shareholders to the Company.

Article 47 The Company may, in accordance with the mutual understanding and agreements made between the securities regulatory authority of the State Council and overseas securities regulatory authorities, maintain its original register of Shareholders of overseas listed shares outside the PRC and appoint overseas agent(s) to manage such register of Shareholders. Otherwise, the original register of Shareholders of overseas listed shares listed in Hong Kong shall be maintained in Hong Kong.

Article 1(3),

Appendix 3

to the Main Board Listing Rules

Article 35

Mandatory

Provisions Article 2, Letter of Opinions on Supplementary Amendment Article 1(b), Appendix 13D

The Company shall maintain a duplicate of the register of Shareholders of overseas listed shares at the Company's residence; the appointed overseas agent(s) shall ensure the consistency between the original and the duplicate of the register of Shareholders of overseas listed shares at all times.

If there is any inconsistency between the original and the duplicate of the register of Shareholders of overseas listed shares, the original version shall prevail.

Article 48 The Company shall maintain a complete register of shareholders.

The register of shareholders shall include the following:

the register of shareholders maintained at the Company's residence (other than those parts as described in items (2) and (3) of this Article;
the register of shareholders of overseas listed shares of the Company maintained at the place where the overseas stock exchange on which the shares are listed is located; and
the register of shareholders maintained at such other place as the Board may consider necessary for the purpose of listing of the Company's share certificates.

Article 49 Different parts of the register of shareholders shall not overlap with one another. No transfer of the shares registered in any part of the register of Shareholders shall, during the existence of that share registration, be registered in any other part of the register of shareholders.

Alteration or rectification of each part of the register of shareholders shall be made in accordance with the laws of the place where that part of the register of shareholders is maintained.

Article 50 All fully paid-up overseas listed shares which are listed in Hong Kong are freely transferable pursuant to the Articles of Association. However, the Board may refuse to recognize any instrument of transfer without giving any reason unless such transfer fulfills the following conditions:

a fee (for each instrument of transfer) denominated in HK dollars or any maximum fees as stipulated by the Hong Kong Stock Exchange then has been paid to the Company for registration of any instrument of transfer of shares or any other document which is related to or will affect the ownership of the shares;

to the Main Board Listing Rules

Article 36

Mandatory

Provisions

Article 37

Mandatory

Provisions

Article 12

Letter of Opinions on Supplementary Amendment

Article 1(1) and 1(2), Appendix 3 to the Main Board Listing Rules

the instrument of transfer involves only the overseas listed foreign shares listed in Hong Kong;
the stamp duty payable on the instrument of transfer has been paid;
the relevant share certificates and other evidences in relation to the right of the transferor to transfer the shares reasonably requested by the Board has been submitted;
if the shares are intended to be transferred to joint holders, the number of such joint holders shall not exceed four (4); and
the Company does not have any lien over the relevant shares.

If the Board refuses to register any transfer of shares, the Company shall, within two (2) months after the day of application for the transfer that is formally submitted, provide the transferor and transferee with a notice of refusal to register such transfer.

The term HK dollar as used in the Articles of Associations refers to the legal currency of Hong Kong.

Article 51 All of the transfers of the overseas listed shares listed in Hong Kong shall be effected by written instruments of transfer in a general or ordinary form or any other form acceptable to the Board (including standard transfer format or form of transfer specified by the Hong Kong Stock Exchange from time to time); the instruments of transfer shall only be signed by hand or, if the transferor or transferee is a company, under Company's seal. If the transferor or transferee is a recognized clearing house (hereinafter "Recognized Clearing House") or its no minee as defined by relevant rules applicable from time to time in accordance with the law of Hong Kong, the transfer form may be signed by hand or in a machine-imprinted form.

All of the instruments of transfer shall be deposited at the legal address of the Company, the address of the share transfer office or at such other place as is specified by the Board from time to time.

Article 52 Transfers may not be entered in the register of shareholders within thirty (30) days prior to the date of a General Meeting or within five (5) days before the record date set by the Company for the purpose of distribution of dividends.

Requirements otherwise stipulated by the stock exchange and the securities regulatory authorities of the place where the Company's share certificates are listed shall apply.

Article 1(3)

Appendix 3

to the Main Board Listing Rules

Article 38

Mandatory

Provisions

Article 53 When the Company intends to convene a General Meeting,	Article 39
distribute dividends, liquidate and engage in other activities that	Mandatory
involve determination of shareholdings, the Board shall	Provisions
designate a day to be the record date. Shareholders whose names	Article 31
appear in the register of shareholders at the end of the record	Guide to AoA
date are shareholders of the Company entitled to relevant rights
and interests.

Article 54 Any person who objects to the register of shareholders and requests to have his/her name entered in or removed from the register of shareholders may apply to a court of competent jurisdiction for rectification of the register of Shareholders.

Article 55 Any Shareholder who is registered in, or any person who requests to have his/her name entered in, the register of shareholders may, if its share certificates (the "O riginal Certificates") are lost, apply to the Company for a replacement share certificate in respect of such shares (the "R elevant Shares").

If a holder of the domestic shares loses its Certificates and applies for their replacement, it shall be dealt with in accordance with the relevant provisions of the Company Law.

If a holder of overseas listed shares loses its Certificates and applies for their replacements, it may be dealt with in accordance with the relevant laws, the rules of the stock exchange and other relevant regulations of the place where the original register of Shareholders of overseas listed shares is maintained.

The issue of replacement certificates to holders of overseas listed shares of the Company who lose their Certificates shall comply with the following requirements:

the applicant shall submit an application to the Company in prescribed standard form accompanied by a notarial act or statutory declaration, containing the grounds upon which the application is made and the circumstances and evidence of the loss of the Certificates as well as declaring that no other person shall be entitled to request to be registered as the Shareholder in respect of the Relevant Shares.
no statement has been received by the Company from a person other than the applicant for having its name registered as a holder of the Relevant Shares before the Company came to a decision to issue the replacement certificate.
the Company shall, if it decides to issue a replacement certificate to the applicant, make an announcement of its intention to issue the replacement certificate in such newspapers

Article 40

Mandatory

Provisions

Article 41

Mandatory

Provisions

designated by the Board; the announcement shall be made at least once every thirty (30) days in a period of ninety (90) days.

the Company shall have, prior to the publication of its announcement of intention to issue a replacement certificate, delivered to the stock exchange on which its shares are listed a copy of the announcement to be published. The Company may publish the announcement upon receiving a confirmation from such stock exchange that the announcement has been exhibited at the premises of the stock exchange. The announcement shall be exhibited at the premises of the stock exchange for a period of ninety (90) days.

In case an application to issue a replacement certificate has been made without the consent of the registered holder of the Relevant Shares, the Company shall send by mail to such registered Shareholder a copy of the announcement to be published.

if, upon expiration of the ninety (90)-day period referred to in items (3) and (4) of this Article, the Company has not received from any person any objection to such application, the Company may issue a replacement certificate to the applicant according to its application.
where the Company issues a replacement certificate under this Article, it shall forthwith cancel the Original Certificates and enter the cancellation and issue in the register of shareholders accordingly.
all expenses relating to the cancellation of the Original Certificates and the issue of a replacement certificate by the Company shall be borne by the applicant. The Company may refuse to take any action until a reasonable guarantee is provided by the applicant for such expenses.

Where power is granted to issue warrants to bearer, no new warrant shall be issued to replace the one that has been lost unless the issuer is satisfied beyond reasonable doubt that the original has been destroyed.

Article 2(2),

Appendix 3

to the Main Board Listing Rules

Article 56 Where the Company issues a replacement certificate pursuant to the Articles of Association, the name of a bona fide purchaser who obtains the aforementioned new share certificate or a Shareholder who thereafter registers as the owner of such shares (in the case that he/she is a bona fide purchaser) shall not be removed from the register of shareholders.

Article 42

Mandatory

Provisions

Article 57 The Company shall not be liable for any damages sustained by	Article 43
any person by reason of the cancellation of the Original	Mandatory
25

Certificates or the issuance of the replacement certificate, unless Provisions the claimant proves that the Company had acted fraudulently.

Chapter 8 Shareholders' Rights and Obligations

Article 58 A Shareholder of the Company is a person who lawfully holds shares of the Company and whose name is entered in the register of shareholders.

A Shareholder shall enjoy the relevant rights and assume the relevant obligations in accordance with the class and number of shares he/she holds. Shareholders holding the same class of shares shall be entitled to the same rights and assume the same obligations.

When the Shareholder of the Company is a legal person, its legal representative or proxy of legal representative shall exercise the rights on his/her behalf.

The Company shall not exercise any of its rights to freeze or otherwise impair any of the rights attached to any shares by reason only that a person or persons who are interested directly or indirectly therein have failed to disclose their interests to the Company.

Article 44

Mandatory Provisions Article 30 Guide to AoA

Sec. 9, Appendix 3

to the Main Board Listing Rules

Article 12

Appendix 3

to the Main Board Listing Rules

Article 59 The ordinary Shareholders of the Company shall be entitled to the following rights:

the right to dividends and other distributions in proportion to the number of shares held;
the right to attend or appoint proxies to attend general meetings and to exercise the voting rights;
the right to the supervisory management of the business activities of the Company and to put forward proposals and raise inquiries;
the right to transfer, gift or pledge the shares held by them in accordance with the laws, administrative regulations, requirements of relevant regulatory authorities and provisions of the Articles of Association;
the right to obtain relevant information in accordance with laws, administrative regulations, departmental rules, regulatory documents and respective requirements of the stock exchange and securities regulatory authority of the place where the

Article 45

Mandatory Provisions Article 32 Guide to AoA

Company's shares are listed and provisions of the Articles of Association, including:

the right to obtain a copy of the Articles of Association, subject to payment of the cost of such copy;
the right to inspect freely and, subject to payment of a reasonable charge, inspect and copy:

(1) the register of all Shareholders;

(2) personal particulars of each of the Company's Directors, Supervisors and senior management including:

present name and alias and any former name and alias;
principal address (residence);
nationality;
primary and all other part-time occupations;
identification document and its number.

the state of the Company's share capital;
the latest audited financial statements and the reports of the Board, auditors and the Supervisory Committee of the Company;
the special resolution of the Company;
reports showing the aggregate par value, quantity, maximum and minimum price paid in respect of each class of shares repurchased by the Company since the end of the last accounting year and the aggregate amount incurred by the Company for this purpose;
a copy of the latest annual inspection report (if applicable), which shall be submitted to the State Administration for Industry and Commerce of the PRC or other authorities for inspection;
minutes of General Meetings;
resolutions of Board meetings;
resolutions of meeting of the Supervisory Committee.

The Company shall lodge documents (1) to (7) aforementioned and any other applicable documents with the Company's Hong Kong address under the requirements of the Main Board Listing Rules, for the purpose of inspection by the public and holders of overseas listed foreign shares free of charge.

Shareholders demanding inspection of the relevant information or copies of the materials mentioned in the preceding provision shall provide to the Company written documents evidencing the class and number of shares they hold. Upon verification of the Shareholder's identity, the Company shall provide such information at the Shareholder's request.

If a Shareholder requests for a copy of such minutes from the Company, the Company shall send a copy of such minutes to

Rule 19A.50 to the Main Board Listing

Rules

Rule 19A.50 to the Main Board Listing

Rules

Article 33 Company Law

Rule 19A.50 to the Main Board Listing Rules

Article 33 Guide to AoA

him/her/it within seven (7) days upon receipt of reasonable fees therefor. If the information to be inspected and photocopied involves trade secrets or price-sensitive information of the Company, the Company may refuse to provide the same.

in the event of the termination or liquidation of the Company, the right to participate in the distribution of remaining assets of the Company in accordance with the number of shares held;
the right to demand the Company, in the case of such Shareholders dissenting from the resolutions adopted by the General Meeting for the merger or division of the Company, to repurchase their shares;
other rights conferred by laws, administrative regulations and relevant regulatory authorities and the Articles of Association.

Article 60 If a resolution passed at the Company's General Meeting or Board meeting violates the laws or regulations, the Shareholders shall have the right to submit a petition to the court to render the same as invalid.

If the procedures for convening, or the method of voting at, a General Meeting or Board meeting violate the laws, regulations or the Articles of Association, or the contents of a resolution violates the Articles of Association, Shareholders shall be entitled to submit a petition to the court to rescind such resolutions within sixty (60) days from the date on which such resolution is adopted.

Article 61 Where the Company incurs losses as a result of Directors' and senior management's violation of any provision of the laws, regulations or the Articles of Association in the course of performing their duties with the Company, Shareholders individually or jointly holding 1% or more of the shares for more than one hundred and eighty (180) consecutive days shall be entitled to request in writing the Supervisory Committee to initiate proceedings in the court. Where the Company incurs losses as a result of the Supervisory Committee' violation of any provision of the laws, regulations or the Articles of Association in the course of performing its duties with the Company, the Shareholders shall be entitled to make a request in writing to the Board to initiate proceedings in the court.

Article 34 Guide to AoA

Article 35 Guide to AoA

In the event that the Supervisory Committee or the Board refuses to initiate proceedings after receiving the written request of Shareholders stated in the foregoing paragraph, or fails to initiate such proceedings within thirty (30) days from the date on which such request is received, or in case of emergency where failure to initiate such proceedings immediately will result in irreparable damage to the Company's interests, Shareholders described in the preceding paragraph shall have the right to initiate proceedings in the court directly in their own names in the interest of the Company.

Shareholders described in the first paragraph of this Article may also initiate proceedings in the court in accordance with the preceding two paragraphs in the event that the lawful interests of the Company are infringed upon by any third parties to cause loss to the Company.

Article 62 Any Shareholder may initiate proceedings in the court in the event that a Director or a senior management has violated any provision of the laws, regulations or the Articles of Association, thereby infringing the interests of Shareholders.

Article 36 Guide to AoA

Article 63 The ordinary Shareholders of the Company shall assume the following obligations:

to abide by the laws, administrative regulations and the Articles of Association;
to pay subscription monies according to the number of shares subscribed and the method of subscription;
not to divest the shares unless required by the laws and regulations;
not to abuse their shareholders' rights to harm the interests of the Company or other Shareholders; and not to abuse the independent legal person status of the Company and the limited liability of Shareholders to harm the interests of any creditor of the Company; Shareholders of the Company who abuse their shareholder's rights and thereby cause loss to the Company or other Shareholders shall be liable for indemnity according to the law. Where Shareholders abuse the Company's position as an independent legal person and the limited liability of Shareholders for the purposes of evading repayment of debts, thereby materially impairing the interests of the creditors of the Company, such Shareholders shall be jointly and severally liable for the debts owed by the Company;
not to seek improper interests, or interfere with the decision-making and management rights entitled by the Board and senior management under the Articles of Association, or directly interfere with the operation and management of the Company beyond the Board and senior management;

Article 46

Mandatory

Provisions

Article 37 Guide to AoA

other obligations imposed by laws, administrative regulations, relevant regulatory authorities and the Articles of Association.

Shareholders are not liable to make any further contribution to the share capital other than as agreed by the subscribers of the relevant shares on subscription.

Article 64 Where a Shareholder holding 5% or more of the shares carrying voting power of the Company pledges its shares, such Shareholder shall report to the Company in writing on the same day of the occurrence of such event.

Article 65 In addition to obligations imposed by laws, administrative regulations or required by the listing rules of the stock exchange on which shares of the Company are listed, a controlling Shareholder shall not exercise his/her voting rights in respect of the following matters in a manner prejudicial to the interests of all or some of the Shareholders:

to relieve a Director or Supervisor of his/her duty to act honestly in the best interests of the Company;
to approve the expropriation by a Director or Supervisor (for his/her own benefit or for the benefit of another person), in any guise, of the Company's assets, including (without limitation) opportunities beneficial to the Company;
to approve the expropriation by a Director or Supervisor (for his/her own benefit or for the benefit of another person) of the individual rights of other Shareholders, including (without limitation) rights to distributions and voting rights, save for a company restructuring submitted to the General Meeting for approval in accordance with the Articles of Association.

The controlling Shareholder and the actual controller of the Company shall not use their connected relationship to act in detriment to the interests of the Company. If they have violated this article and caused damage to the Company, they shall be liable for such damages.

The controlling Shareholder and the actual controller of the Company owe fiduciary duty to the Company and to the public Shareholders of the Company. The controlling Shareholder shall exercise its rights as an investor in strict compliance with law; the controlling Shareholder shall not use profit distribution, asset restructuring, external investment, funds retention, provision of guarantee for borrowings and other schemes to act in detriment to the lawful rights and interests of the Company and the public Shareholders, nor shall it exploit its controlling position in a manner detrimental to the interests of the Company and the public Shareholders of the Company.

Article 38 Guide to AoA

Article 47

Mandatory

Provisions

Article 39 Guide to AoA

Article 66 For the purpose of the foregoing article, a "contr olling Shareholder" means a person who satisfies any one o f the following conditions:

a person who, acting alone or in concert with others, has the power to elect half or more of the Board;
a person who, acting alone or in concert with others, has the power to exercise or to control the exercise of 30% or more of the voting rights in the Company;
a person who, acting alone or in concert with others, holds 30% or more of the outstanding shares of the Company;
a person who, acting alone or in concert with others, has de facto control of the Company in any other way.

The "acting in concert with others" referred to in this article means that two or more persons reach an agreement (whether in oral or writing) to acquire the voting rights of the Company for the purposes of attaining or consolidating the control of the Company through any of such persons.

Article 48

Mandatory Provisions Article 192 Guide to AoA

Chapter 9 General Meetings
Article 67 The General Meeting is the organ of authority of the Company	Article 49
and shall exercise its functions and powers in accordance with	Mandatory
the law.	Provisions
Article 68 The General Meeting shall have the following functions and	Article 50
powers:	Mandatory
	Provisions
(1) to determine business policies and investment plans of the	Articles 40 and
Company;	53
(2) to elect and replace Directors and to determine matters	Guide to AoA
relating to the remuneration of such Directors;	Article 99

to elect and replace Supervisors who are not staff Company Law representatives and to determine matters relating to the remuneration of such Supervisors;
to consider and approve the reports of the Board;
to consider and approve the reports of the Supervisory

Committee;

to consider and approve the proposed annual financial budget and final accounts of the Company;

to consider and approve the profit distribution plans and loss recovery plans of the Company;
to determine the increase or reduction of the registered capital of the Company;
to determine matters such as merger, division, dissolution, liquidation of the Company, or alteration of corporate form;
to determine the issue of debentures or other securities and the listing plans by the Company;
to determine the appointment, dismissal or non-reappointment of the accounting firm of the Company;
to amend the Articles of Association;
to consider the matters relating to the purchase or disposal of material assets or provision of any guarantee(s) within one year in an amount exceeding 30% of the latest audited total assets of the Company;
to consider and approve equity incentive plans and employee stock ownership plans;
to consider and approve the resolutions proposed by the Shareholders who represent 3% (inclusive) or more voting rights of the Company;
to consider connected transactions and guarantees that are subject to consideration and approval at the General Meeting as required by the laws, administrative regulations, departmental rules, regulatory documents, relevant regulatory authorities, the listing rules of the listing venue and the requirements of the Articles of Association;
to consider and approve changes to the use of the proceeds raised;
to consider and approve other matters required to be resolved at a General Meeting pursuant to laws, administrative regulations, the Articles of Association and the listing rules of the listing venue.

Matters within the above scope of functions and powers of the General Meeting shall be considered and resolved by the General Meeting. Nevertheless, where necessary, reasonable and lawful, the general meeting may authorize or entrust the Board

to handle the relevant matters, provided that doing so is not in violation of laws and regulations and the listing rules of the listing venue. The content of authorization shall be clear and specific. Where the matters authorized to the Board by the General Meeting are those that are required to be adopted by ordinary resolution at a General Meeting under the Articles of Association, such authorization shall be passed by more than half of the voting rights held by the Shareholders (including shareholder proxies) present at the General Meeting. Where the matters authorized are those that are required to be adopted by special resolution at a General Meeting under the Articles of Association, such authorization shall be passed by two-thirds or more of the voting rights held by the Shareholders (including shareholder proxies) present at the General Meeting.

Article 69	Unless a prior approval is obtained at a General Meeting, the	Article 51
	Company shall not enter into any contract with any person other	Mandatory
	than the Directors, Supervisors, general manager and other	Provisions
	senior management pursuant to which such person is put in	Article 81
	charge of managing the whole or a substantial part of the	Guide to AoA
	Company's business.
Article 70	General Meetings are divided into Annual General Meetings and	Article 52
	Extraordinary General Meetings. General Meetings shall be	Mandatory
	convened by the Board. Annual General Meetings are held once	Provisions
	a year and within six (6) months from the end of the preceding	Article 42
	fiscal year.	Guide to AoA
	Under any of the following circumstances, the Board shall
	convene an Extraordinary General Meeting within two months:
	(1) the number of Directors is less than the quorum as specified
	by the Company Law or two-thirds of the number as stipulated
	by the Articles of Association;
	(2) the unrecovered losses of the Company reach one third of the
	total amount of the Company's share capital;
	(3) Shareholders individually or jointly holding 10% or more of

the Company's issued shares with voting rights request in writing to hold an Extraordinary General Meeting;

(4) the Board deems it necessary to, or the Supervisory Committee proposes to, convene an Extraordinary General Meeting;

(5) other circumstances as provided by laws, administrative regulations, departmental rules, relevant regulatory authorities, the listing rules of the listing venue and the Articles of Association.

Article 71 The Company shall hold a General Meeting at the domicile of	Article 44
the Company or such other place as notified by the convener of	Guide to AoA
the General Meeting.
General Meetings shall have a meeting venue and will take place
in the form of an on-site meeting. When technically feasible, the
Company may also provide other means to attend a General
Meeting such as via the Internet in order to facilitate
Shareholders' participation in the General Meeting, provided that
doing so does not violate the laws and regulations and the listing
rules of the listing venue. Shareholders attending a General
Meeting by the aforesaid means shall be deemed present at the
meeting.
Article 72 Where the Company convenes a General Meeting, a written	Article 53
notice shall be given twenty (20) days before the meeting to	Mandatory
notify the Shareholders of the time and venue of the meeting and	Provisions
matters to be deliberated. In the event of an Extraordinary	Approval on the
General Meeting, the notice shall be given to each Shareholder	Period of
fifteen (15) days in advance. Where the Company issues bearer	Notification for
share certificates, a public notice concerning the time, venue and	the General
matters to be deliberated at the meeting shall be made thirty (30)	Meeting
days prior to the meeting.	Article 102
	Company Law
When calculating the period for sending out the notice, the date
of the meeting shall be excluded.

Article 73	When the Company convenes a general meeting, the Board, the	Article 54
	Supervisory Committee and the Shareholders individually or	Mandatory
	jointly holding 3% or more of the shares of the Company may	Provisions
	submit proposals to the Company.	Approval on the
		Period of
	Shareholders individually or jointly holding 3% or more of the	Notification for
	shares of the Company may submit a temporary proposal to the	the General
	Board in writing ten (10) days before the date of the	Meeting
	Shareholders' General Meeting; the Board shall notify other	Article 53
	Shareholders within two (2) days of receiving the temporary	Guide to AoA
	proposal and include it for consideration at the Shareholders'	Article 102
	General Meeting. The matters stated in the temporary proposal	Company Law
	must be within the functions and powers of the Shareholders'
	General Meeting and it shall have a clear subject and specific
	resolutions.
	A temporary proposals submitted by Shareholders shall meet the
	following conditions:
	(1) the content of the proposals shall not contravene the laws and
	regulations, and shall fall within the scope of the Company's
	operations and the functions and powers of the General Meeting;
	(2) the proposal shall have definite topics to discuss and specific
	matters to resolve;
	(3) the proposal shall be submitted or served to the convener in
	writing ten (10) days prior to the date of the General Meeting.
Article 74	An Extraordinary General Meeting shall not resolve on matters	Article 55
	not stated in the notice of meeting.	Mandatory
		Provisions
		Approval on the
		Period of
		Notification for
		the General
		Meeting
		Article 102
		Company Law

Article 75 A notice of general meeting shall meet the following requirements:

it shall be in written form;
it shall specify the place, date and time of the meeting;
it shall state the matters and proposals to be considered at the meeting;
it shall set out the record date for Shareholders who are entitled to attend the General Meeting;
it shall provide Shareholders with materials and explanations necessary for them to make informed decisions on the matters to be considered; principally including (but not limited to) specific terms and agreements (if any) for a proposed transaction, and a detailed explanation of its cause and consequence where the Company proposes a merger, repurchase of shares, restructuring of share capital or other form of reorganisation;
if any Director, Supervisor, general manager and other senior management have material interests in the matters subject to discussion, the nature and extent of such material interests shall be disclosed, and if the effect of the proposed matters on such Director, Supervisor, general manager and other senior management in their capacity as Shareholders is different from that of other Shareholders of the same class, the differences shall also be specified;
it shall set out the full text of any special resolution proposed to be passed at the meeting;
it shall clearly state that any Shareholder entitled to attend and vote at the General Meeting has the right to appoint one or more proxies, who do not need to be Shareholders of the Company, to attend and vote at the meeting on his/her behalf;
it shall specify the time and place for delivery of proxy forms for the meeting;
it shall set out the name and telephone number of the contact person for the meeting;
other requirements as provided by laws, administrative regulations, departmental rules, normative documents, relevant

Article 56

Mandatory

Provisions

Article 55

Guide to AoA

	regulatory authorities and the Articles of Association.
	The notice of general meeting shall be served together with a
	template of the proxy form.
Article 76	Except as otherwise provided in relevant laws, regulations and	Article 57
	the listing rules of the Company's listing venue and the Articles	Mandatory
	of Association, a notice of General Meeting shall be posted on	Provisions
	the Company's website or delivered to Shareholders (regardless
	of their voting rights at the General Meeting) by hand or by
	pre-paid mail. The address of each recipient shall be the address
	registered in the register of shareholders. For the holders of
	domestic shares, a notice of General Meeting may also be given
	by way of announcement.
	The announcement referred to in the preceding paragraph shall
	be published in one or more newspapers designated by the
	securities regulatory authority of the State Council within twenty
	(20) days prior to the date of the General Meeting, and fifteen
	(15) days prior to the date of the Extraordinary General Meeting.
	Once the announcement is made, all holders of domestic shares
	shall be deemed to have received the notice of the relevant
	General Meeting.
	Subject to laws, administrative regulations, departmental rules,
	normative documents and regulations of relevant regulatory
	authorities, for the holders of H shares, the Company may also
	issue a notice of General Meeting by making an announcement
	on the websites of the Company and the Hong Kong Stock
	Exchange in lieu of delivery of such notice by hand or by
	pre-paid mail to the holders of H shares.
Article 77	The accidental omission to give notice of a meeting to, or the	Article 58
	non-receipt of notice of a meeting by, any person entitled to	Mandatory
	receive such notice shall not invalidate the meeting and the	Provisions
	resolutions passed at the meeting.	Article 169
		Guide to AoA

Article 78	Where the General Meeting intends to consider the election of	Article 56
	Directors or Supervisors, the notice of the meeting shall, in	Guide to AoA
	accordance with laws, administrative regulations, departmental
	rules, normative documents, and provisions of relevant
	regulatory authorities and the Articles of Association, fully
	disclose the detailed information of the candidates for Directors
	or Supervisors, including at least the following:
	(1) educational background, work experience, part-time job
	experience and other personal information;
	(2) whether a candidate has any connection with the Company or
	its controlling Shareholder or de facto controller;
	(3) the number of shares in the Company held by each candidate;
	(4) whether or not a candidate has been subject to any
	punishment by the securities regulatory authority of the State
	Council, other competent authorities or the stock exchange(s);
	(5) information on the prospective Directors or Supervisors
	(whether by new appointment or job transfer) as required to be
	disclosed under the Main Board Listing Rules.
	Except in adoption of a cumulative voting system for the
	election of Directors and Supervisors, each candidate for
	Director or Supervisor shall be proposed in a separate proposal.
Article 79	Any Shareholder entitled to attend and vote at a General	Article 59
	Meeting shall be entitled to appoint one or more persons	Mandatory
	(whether a Shareholder or not) as his/her proxy (proxies) to	Provisions
	attend and vote on his/her behalf. Such proxy may exercise the	Article 59
	following rights in accordance with the Shareholder's	Guide to AoA
	authorization:
	(1) the Shareholder's right to speak at the meeting;
	(2) the right to demand or join with others in demanding for a
	poll; and
	(3) the right to vote on a show of hands or on a poll, unless

otherwise stipulated by the applicable securities listing rules or other securities laws and regulations, provided that for a Shareholder who has appointed more than one proxy, such proxies may only vote on a poll.

Where such Shareholder is a Recognised Clearing House (or its nominee) as defined by the relevant regulations formulated from time to time in Hong Kong, such Shareholder is entitled to appoint one or more persons as it deems fit to act on its behalf at any General Meetings or any other class meetings; where more than one person is authorized, the letter of authorization shall specify the number and class of shares involving each person so authorized. The authorization documents should be signed by the authorized officer of the Recognised Clearing House. Such persons so authorized shall be entitled to attend the General Meeting (who are not required to provide ownership documents, the notarized power of attorney and/or further evidence of his duly authorization) and exercise their rights on behalf of the Recognised Clearing House (or its nominee) as if they were individual Shareholders.

Article 80 The instrument appointing a proxy shall be in writing and	Article 60
executed by the appointing Shareholder or his/her attorney duly	Mandatory
authorized in writing, or if the appointer is a legal person, either	Provisions
under seal of such legal person or under the hand of a Director or	Article 61
attorney duly authorized. The instrument appointing a proxy	Guide to AoA
shall set out:
(1) name of the proxy;
(2) whether the proxy has the right to vote;
(3) instructions to vote in favor of, against or abstain from, as the
case may be, each of the items to be considered in the agenda of
the General Meeting;
(4) the issuing date and effective period of the proxy form;
(5) the number of shares represented by the proxy or, where two
or more persons are appointed as proxies, the number of shares
represented by each proxy.
Article 81 The proxy form shall be deposited at the address of	Article 61

	the Company or other places specified in the notice of the	Mandatory
	meeting twenty-four (24) hours prior to the time for the holding	Provisions
	of the relevant meeting or twenty-four (24) hours prior to the	Article 63
	designated time for voting. Where the proxy form is signed by	Guide to AoA
	an attorney authorized by the appointer, the power of attorney or
	other authorization documents shall be notarized. The notarized
	power of attorney or other authorization documents, together
	with the proxy form, shall be lodged at the address of the
	Company or such other places as specified in the notice of the
	meeting.
	If the appointer is a legal person, its legal representative or any
	other person authorized by its Board or other decision-making
	body may attend the General Meetings of the Company on
	behalf of such appointer.
	An individual Shareholder shall produce his/her identity
	certificate and share certificate when attending a general meeting
	in person. The Company has the right to request a proxy
	attending a General Meeting on behalf of a Shareholder to
	produce his/her identity certificate and proxy form.
	Where a legal person Shareholder (save for a Recognised
	Clearing House or its nominee) appoints a proxy to attend the
	meeting on its behalf, the Company has the right to request the
	proxy to present his/her identity certificate and a notarized copy
	of the resolution or power of attorney issued by the Board or
	other governing body of the Shareholder.
Article 82	Any instrument issued to a Shareholder by the Board for use in	Article 62
	appointing a proxy shall be in such format as to enable the	Mandatory
	Shareholder to instruct the proxy to vote in favor of or against	Provisions
	the proposals according to his/her free will, and instructions
	shall be given in respect of each individual matter to be voted on
	at the meeting. The proxy form shall contain a statement that in
	the absence of instructions by the Shareholder, the proxy may
	vote as he/her thinks fit.
Article 83	Where the appointer has deceased, lost capacity to act, revoked	Article 63
	the proxy or the signed authorization prior to the voting, or the	Mandatory

	relevant shares have been transferred, a vote given in accordance	Provisions
	with the terms of proxy remain valid, provided that no written
	notice of such issues shall have been received by the Company
	before the commencement of the meeting.
Article 84	When a General Meeting is convened, all Directors, Supervisors	Article 66
	and the secretary to the Board shall attend the General Meeting	Guide to AoA
	and the managers and other senior management shall also be
	present, unless with justified reasons.
Article 85	Resolutions of the General Meeting include ordinary resolutions	Article 64
	and special resolutions.	Mandatory
		Provisions
	To adopt an ordinary resolution at a General Meeting, votes	Article 75
	representing half or more of the voting rights represented by the	Guide to AoA
	Shareholders (including proxies) present at the meeting must be
	exercised in favor of the resolution in order for it to be passed.
	To adopt a special resolution at a General Meeting, votes
	representing two-thirds or more of the voting rights represented
	by the Shareholders (including proxies) present at the meeting
	must be exercised in favor of the resolution in order for it to be
	passed.
Article 86	When voting at the General Meeting, Shareholders (including	Article 65
	their proxies) may exercise their voting rights according to the	Mandatory
	number of voting shares held by them, with each share having	Provisions
	one vote.	Articles 78 and
		79 Guide to
	The shares held by the Company have no voting rights, and shall	AoA
	not be included into the total number of voting shares held by
	Shareholders present at the General Meeting.
	The Board, independent non-executive Directors and
	Shareholders who meet the relevant conditions may gather the
	Shareholders' voting rights.

	In reviewing and considering matters concerning related party	Sec. 14,
	transactions at a General Meeting, if required by the listing rules	Appendix 3 to
	of the stock exchange on which the Company's shares are listed,	the Main Board
	the related Shareholders shall abstain from voting and the	Listing Rules
	number of voting shares represented by them shall be excluded
	from the total effective votes.
	Where any Shareholder is, under the applicable laws and
	regulations and the listing rules of the stock exchange on which
	the Company's shares are listed, required to abstain from voting
	on any particular resolution or restricted to voting only for or
	only against any particular resolution, any votes cast by or on
	behalf of such Shareholder in contravention of such requirement
	or restriction shall not be counted.
Article 87	At a General Meeting, a resolution shall be decided by a show of	Article 66
	hands unless a poll is demanded before or after any vote by a	Mandatory
	show of hands by:	Provisions
	(1) the chairman of the meeting;
	(2) at least two Shareholders present in person or by proxy for
	the time being entitled to vote at the meeting;
	(3) one or more Shareholders (including proxies) representing,
	either calculated separately or in aggregate, 10% or more of all
	shares carrying the right to vote at the meeting.
	Unless a poll is demanded, a declaration by the chairman
	whether or not the proposal is adopted on a show of hands and
	the recording of such in the minutes of meeting shall be
	conclusive evidence of the fact for such resolution. There is no
	need to provide evidence of the number or proportion of votes in
	favor of or against the resolution.
	The demand for a poll may be withdrawn by the proposer.
Article 88	A poll demanded on the election of the chairman of the meeting,	Article 67
	or on adjournment of the meeting, shall be taken forthwith. A	Mandatory
	poll demanded on any other issue shall be taken at such time as	Provisions
	the chairman of the meeting may decide, and the meeting may
	proceed to discuss other matters, while the result of the poll shall

be deemed to be a resolution of the meeting.

Article 89	Resolutions proposed at a General Meeting shall be voted by	Rule 13.39(4) of
	way of poll.					the Main Board
						Listing Rules
Article 90	Subject to the applicable laws and regulations, on a poll taken at	Article 68
	a meeting, a Shareholder (including his/her proxies) entitled to	Mandatory
	two or more votes need not cast all his votes in the same way.	Provisions
Article 91	In case of equal affirmative and dissenting votes, whether on a	Article 69
	show of hands or on a poll, the chairman of the meeting shall	Mandatory
	have cast one more vote.				Provisions
Article 92	The following matters shall be resolved by an ordinary	Article 70
	resolution at a General Meeting:			Mandatory
						Provisions
	(1) work reports of the Board and the Supervisory Committee;
	(2) profit distribution plans and loss recovery plans formulated	Article 76
	by the Board;					Guide to AoA
	(3) election and removal of members of the Board and
	Supervisors	being	Shareholder	representatives,	their
	remuneration and manner of payment;
	(4) annual financial budgets and final accounts, balance sheets,
	income statements and other financial statements of the
	Company;
	(5) matters other than those required to be passed by special
	resolution(s) under the laws, administrative regulations,
	departmental rules, regulations of relevant regulatory authorities,
	the listing rules of the stock exchange where the Company's
	shares are listed and the Articles of Association.
Article 93	The following matters shall be resolved by a special resolution at	Article 71
	a general meeting:				Mandatory
						Provisions
	(1) increase or reduction of share capital and issue of shares of	Article 77
						Guide to AoA
						Article 121

	any class, stock warrants or other similar securities by the	Company Law
	Company;
	(2) issue of corporate bonds or other securities and listing by the
	Company;
	(3) divide, merger, dissolution, liquidation or change of
	corporate form of the Company;
	(4) amendments to the Articles of Association;
	(5) purchase or disposal of material assets or provision of any
	guarantee(s) within one year in an amount exceeding 30% of the
	latest audited total assets of the Company;
	(6) equity incentive plans and employee stock ownership plans;
	(7) any other matters as required by laws, administrative
	regulations, departmental rules, relevant regulatory authorities,
	the listing rules of the listing venue and the Articles of
	Association, and any matters considered by the General
	Meeting, and resolved by way of an ordinary resolution, to be of
	a nature which may have a material impact on the Company and
	subject to approval by special resolutions.
Article 94	The Supervisory Committee shall have the right to propose to	Article 47
	the Board to convene an Extraordinary General Meeting,	Guide to AoA
	provided that such proposal shall be made in writing. The Board
	shall, in accordance with the laws, administrative regulations
	and the Articles of Association, furnish a written reply stating its
	agreement or disagreement to the convening of an Extraordinary
	General Meeting within ten (10) days after receiving such
	proposal. If the Board agrees to convene an Extraordinary
	General Meeting, a notice of such meeting shall be issued within
	five (5) days after the adoption of the relevant board resolution,
	and any changes to the original proposal set out in the notice are
	subject to prior consent of the Supervisory Committee. If the
	Board does not agree to convene an Extraordinary General
	Meeting or fails to furnish any reply within ten (10) days after
	receiving the proposal, the Board shall be deemed as unable or
	failing to perform its duty for convening a General Meeting, in
	which case the Supervisory Committee may convene and preside
	over such meeting by itself.
Article 95	Shareholders requisitioning an Extraordinary General Meeting	Article 72
	or a class meeting shall abide by the following procedures:	Mandatory

Two or more Shareholders holding 10% or more of the voting	Provisions
shares at the meeting sought to be held shall sign one or more	Article 48
counterpart requisitions in writing stating the object of the	Guide to AoA
meeting and requiring the Board to convene an Extraordinary
General Meeting or class meeting. The Board, in accordance
with laws and regulations and the Articles of Association, give a
written reply as to whether or not it agrees to convene an
Extraordinary General Meeting or class meeting within ten (10)
days after receiving the requisition. In the event that the Board
agrees to convene an Extraordinary General Meeting or class
meeting, the notice of the meeting shall be issued within five (5)
days after the adoption of the relevant board resolution. Any
changes to the original requisition set out in the notice are
subject to prior consent of the Shareholders concerned. The
Shareholdings referred to above shall be calculated as of the date
of the deposit of the requisition by the Shareholders.

If the Board does not agree to convene an Extraordinary General Meeting or class meeting or fails to furnish any reply within ten

days after receiving such requisition, Shareholders individually or jointly holding 10% or more of the shares carrying the right to vote at the meeting sought to be held shall be entitled to propose to the Supervisory Committee to convene an Extraordinary General Meeting or class meeting, provided that such proposal shall be made in writing. In the event that the Supervisory Committee agrees to convene an Extraordinary General Meeting or class meeting, the notice of the meeting shall be issued within five (5) days after receipt of the request. Any changes to the original proposal set out in the notice are subject to prior consent of the Shareholders concerned. Failure of the Supervisory Committee to issue a notice of meeting within the prescribed time limit shall be deemed as failure of the Supervisory Committee to convene and preside over a General Meeting, in which case Shareholders individually or jointly holding 10% or more of the Company's shares for ninety (90) consecutive days or more may convene and preside over the meeting.

If the Board fails to issue a notice of convening such a meeting within thirty (30) days from the date of receipt of such requisition in writing, the requisitioning Shareholders may themselves convene such a meeting with the procedures as similar as possible to that in which General Meetings are to be convened by the Board within four (4) months from the date of receipt of the requisition by the Board. A General Meeting convened by Shareholders themselves shall be presided over by the representative elected by the convener.

Any reasonable expenses incurred by Shareholders or the Supervisory Committee in convening and presiding over a meeting by reason of the failure of the Board to duly convene a meeting as requested above shall be borne by the Company and shall be set off against sums owed by the Company to the Directors in default.

Article 96	General Meeting shall be convened by the Board and presided by	Article 73
	the Chairman of the Board; If the Chairman is unable to attend a	Mandatory
	meeting, the Vice Chairman shall act as the chairman of the	Provisions
	meeting and preside over it. If the Vice Chairman is unable or
	fails to perform his/her duties, a Director jointly elected by half	Company Law
	or more of the Directors shall be the chairman of the meeting	101
	and preside over it. If no chairman of the meeting has been
	designated, Shareholders present at the meeting may elect one
	person to be the chairman of the meeting. Where the
	Shareholders fail to elect a chairman for any reasons, the
	Shareholder (including his/her proxy) present in person or by
	proxy that holds the largest number of shares carrying the right
	to vote thereat shall be the chairman of the meeting (other than
	HKSCC Nominees).
Article 97	The chairman of the meeting shall be responsible for	Article 74
	determining whether a resolution is passed at the General	Mandatory
	Meeting. His decision, which is final and conclusive, shall be	Provisions
	announced at the meeting and recorded in the minutes of the
	meeting.
Article 98	If the chairman of the meeting has any doubt as to the result of a	Article 75
	resolution put to vote at the meeting, he/she may have the votes	Mandatory

	counted. If the chairman of the meeting fails to have the votes	Provisions
	counted, any Shareholder who is present in person or by proxy
	and objects to the result announced by the chairman of the	Article 90
	meeting may demand that the votes be counted immediately	Guide to AoA
	after the declaration of the result, and the chairman of the
	meeting shall have the votes counted forthwith.
Article 99	If votes are counted at a General Meeting, the counting result	Article 76
	shall be recorded in the minutes of the meeting.	Mandatory
		Provisions
	The minutes of the meeting together with the attendance register
	of the attending Shareholders and the proxy forms shall be kept
	at the domicile of the Company.
Article 100 Copies of the minutes of General Meetings shall be made	Article 77
	available for inspection free of charge by Shareholders during	Mandatory
	the business hours of the Company. Where a Shareholder	Provisions
	requests the Company for a copy of relevant minutes, the
	Company shall send a copy of such minutes to him/her within
	seven (7) days after receipt of a reasonable fee.
Chapter 10 Special Procedures for Voting by Class Shareholders
Article 101	Shareholders holding different classes of shares shall be	Article 78
	classified as class Shareholders.	Mandatory
		Provisions
	Class Shareholders shall be entitled to the rights and assume the
	obligations pursuant to the provisions of the laws,
	administrative regulations and the Articles of Association.
	All class Shareholders of the Company shall enjoy equal rights	Article 9,
	to receive dividends or other forms of distributions.	Appendix 3 to
		the Main Board
		Listing Rules

Where the capital of the Company includes shares which do not
carry voting rights, the words "No voting rights" s hall appear in	Articles 10 (1)
the designation of such shares.	and (2),
	Appendix 3 to
Where the equity capital of the Company includes shares with	the Main Board
different voting rights, the designation of each class of shares,	Listing Rules
other than those with the most favourable voting rights, shall
include the words "Restricted voting rights" or "li mited voting
rights".

Article 102 If the Company proposes to vary or abrogate the rights of any	Article 79
class Shareholders, it may do so only after such variation or	Mandatory
abrogation has been approved by way of a special resolution at	Provisions
a General Meeting and at a separate General Meeting convened
by the affected class Shareholders under the Articles of
Association, except for the unlisted shares which are listed on
an overseas stock exchange under the Articles of Association.

Article 103 The following circumstances shall be deemed to be a variation	Article 80
or abrogation of the rights of Shareholders of a certain class:	Mandatory
	Provisions
(1) to increase or decrease the number of shares of such class,
or to increase or decrease the number of shares of a class
having voting rights or rights to dividends or other privileges
equal or superior to those of shares of such class;
(2) to effect an exchange of all or part of shares of such class
into shares of other classes, or to effect an exchange or grant a
right of exchange of all or part of shares of other classes into
shares of such class;
(3) to revoke or reduce rights to accrued dividends or rights to
cumulative dividends attached to shares of such class;

(4) to reduce or revoke preferential rights attached to shares of such class to receive dividends or the distribution of property in the event that the Company is liquidated;

(5) to add, revoke or reduce share conversion rights, options, voting rights, rights of transfer, pre-emptive rights, or rights to acquire securities of the Company attached to shares of such class;

(6) to revoke or reduce rights to receive payments payable by the Company in particular currencies attached to shares of such class;

(7) to create a new class of shares having voting rights, rights to dividends or other privileges equal or superior to those of shares of such class;

(8) to restrict the transfer or ownership of shares of such class or to increase such restrictions;

(9) to issue rights to subscribe for, or to convert into, shares of such class or another class;

(10) to increase the rights and privileges of shares of another class;

(11) to restructure the Company in such a way so as to result in the disproportionate distribution of obligations between various class shareholders; and

(12) to vary or abrogate any provisions of this chapter.

Article 104 The affected class Shareholders, regardless of formerly having	Article 81
the right to vote at class meetings, have the right to vote at class	Mandatory
meetings in respect of matters concerning items (2) to (8), (11)	Provisions
and (12) of Article 103, but the interested Shareholders shall
not be entitled to vote at such class meetings.
The interested Shareholders referred to in the preceding
paragraph have the following meanings:

(1) In the case of a repurchase of its own shares by the
Company by making offers to all Shareholders on a same pro
rata basis or through public dealing on a stock exchange in
accordance with the Articles of Association,	"inter ested
Shareholders" shall refer to the controlling Shareh olders as
defined in Article 66 of the Articles of Association;
(2) In the case of a repurchase of its own shares by the
Company through an off-market agreement in accordance with
the Articles of Association, "interested Shareholde rs" shall refer
to the Shareholders to which the proposed agreement relates;
(3) In the case of a restructuring of the Company, "interested
Shareholder" shall refer to a Shareholder within a	class who
bears liabilities less than the proportion burden imposed on
other Shareholders of that class or who has interests different
from those held by Shareholders of the same class.
Article 105 Resolutions at a class meeting shall be passed by votes	Article 82
representing two-thirds or more of the voting rights of class	Mandatory
Shareholders attending the class meeting who are entitled to	Provisions
vote thereat according to Article 103.
Article 106 In convening a class meeting, the Company shall notify, twenty	Article 83
(20) days prior to the date of the meeting, the Shareholders on	Mandatory
the date and place of the meeting and the matters to be	Provisions
considered thereat, and in convening an Extraordinary General	Reply to the
Meeting, shall notify the Shareholders fifteen (15) days prior to	Notice Period of
the date of the meeting.		Shareholders'
		General
		Meeting
At least one-third of the holders of the issued shares of a certain	Article 6(2),
class must attend the class meetings (but exclusive of any	Appendix 3 to
adjournments) of such class held for the purpose of considering	the Main Board
a change of the rights of shares of such class.		Listing Rules
50

Article 107 Notices of class meetings need only be served on the	Article 84
shareholders entitled to vote thereat.	Mandatory
	Provisions
Unless otherwise provided in the Articles of Association, class
meetings shall be conducted in a manner which is as similar as
possible to that of General Meetings. The provisions of the
Articles of Association relating to the manner for convening
General Meetings are also applicable to class meetings.
Article 108 Apart from the holders of other classes of shares, the holders of	Article 85
the domestic shares and holders of overseas listed foreign shares	Mandatory
shall be deemed to be different class Shareholders.	Provisions
The special procedures for voting by class Shareholders shall	Paragraph (f),
not apply in the following circumstances:	Section 1,
	Appendix 13D
(1) where upon the approval by a special resolution at a General	to the Main
Meeting, the Company issues domestic shares or overseas listed	Board Listing
foreign shares separately or concurrently at each interval of	Rules
twelve (12) months, and the number of the proposed domestic
shares and overseas listed foreign shares does not exceed 20%
of the respective outstanding shares of such class;
(2) where the Company's plan to issue domestic shares and
overseas listed foreign shares at the time of its incorporation is
completed within fifteen (15) months from the date of approval
of the securities regulatory authority of the State Council;
(3) where the unlisted domestic shares and foreign equities held
by the Shareholders of the Company are converted into
overseas listed foreign shares and are listed and traded on an
overseas stock exchange, subject to the approval of the
securities regulatory authority of the State Council.

Chapter 11 Board

Section One Directors

Article 109 Directors shall be natural persons, who need not hold any	Item 3 of Article
share of the Company. The Directors of the Company shall	87 Mandatory
comprise executive Directors, non-executive Directors and	Provisions
independent non-executive Directors. An executive	Article 4(2),
Director refers to a Director who assumes an internal	Appendix 3 to
position in operations and management in the Company. A	the Main Board
non-executive Director refers to a Director who does not	Listing Rules
assume a position in operations and management in the
Company and is not independent as defined by law. An
independent non-executive Director refers to a Director
who is in compliance with the requirements under Section
2 of Chapter 11 of the Articles of Association.
Any person appointed to be a Director by the Board to fulfill
a temporary vacancy of the Board or increase the number of
Directors of the Board shall only serve in office until the
next Annual General Meeting of the issuer, and shall be
eligible to stand for re-election upon such time.
Article 110 Directors shall be elected at the General Meeting with a	Article 87
term of three (3) years. A Director may serve consecutive	Mandatory
terms if re-elected upon the expiration of his/her term.	Provisions

Article 111 The written notices specifying the intention to nominate a	Article 4 Letter
person for election as a Director and acceptance of such	of Opinions on
nomination by such person, as well as the written	Supplementary
information on such person, shall be sent to the Company	Amendment
no earlier than the day after the dispatch of the notice of the	Articles 4(4)
General Meeting and no later than seven (7) days prior to	and (5),
the date of such meeting. The minimum length of period in	Appendix 3 to
relation to the nomination and acceptance of such	the Main Board
nomination shall be no less than seven (7) days.	Listing Rules

Article 112 Any Director may submit a resignation before the	Article 100
expiration of his/her term of office. Such resigning Director	Guide to AoA
shall tender a written report of resignation to the Board.

If the number of Directors falls below the quorum as a result of the resignation of a Director, then the incumbent Director shall continue to perform his/her duties as a Director in accordance with the laws, administrative regulations, departmental rules and the requirements of the Articles of Association until a new Director is elected and takes office.

Save for the circumstances referred to in the preceding
paragraph, the resignation of any Director shall take	Article 4(2),
immediate effect from the delivery of a resignation report to	Appendix 3 to
the Board . Subject to relevant laws, regulations,	the Main Board
regulatory rules of the place where the Company is listed,	Listing Rules
if the "Board appoints, to the extent	permitted	by the
applicable laws and regulations, a new	Director	to fulfill

a temporary vacancy of the Board or increase the number of Directors of the Board, such Director so appointed shall only serve in office until the next General Meeting of the Company and shall be qualified to stand for re-election.

Article 113 When a Director's resignation takes effect or his/her term of	Article 101
service expires, he/she shall complete the handover	Guide to AoA
procedures with the Board. His/her duty of loyalty to the
Company and the Shareholders is not necessarily released
and shall remain valid within one (1) year upon the
expiration of his/her term of office. His/her obligations to
keep trade secrets of the Company confidential shall survive
from the expiration of his/her term of office unless such
information becomes available to the public. Other
obligations shall continue for a period as determined under
the principle of fairness and depending on the length of time
from the occurrence of the event to his/her resignation as
well as how his/her relationship with the Company is
terminated.
Article 114 No Director shall act on behalf of the Company or the	Article 102
Board in his/her personal capacity unless specified under	Guide to AoA
the Articles of Association or legally authorized by the
Board. In the event that a Director is acting in his/her
personal capacity, but may be reasonably deemed to be
acting on the behalf of the Company or the Board by a third
party, such Director shall state his/her position and capacity
in advance.
Article 115 When a Director violates any laws, administrative	Article 103
regulations, departmental rules or the requirements of the	Guide to AoA
Articles of Association while performing his/her duties and
causes losses to the Company, he/she shall be liable for
compensation of such losses.

Article 116 No Director shall be dismissed by the General Meeting prior to the expiration of his/her term of office without due

cause. Subject to relevant laws, administrative regulations and the Main Board Listing Rules of the Hong Kong Stock Exchange, the General Meeting may dismiss any Director

Article 4 Letter of Opinions on Supplementary Amendment

by an ordinary resolution before the expiration of his/her term of service, provided that such dismissal shall not prejudice his/her rights to any claim for damages under any contract.

Where a Director fails to attend the Board meetings in person and has not appointed another Director to attend such meetings on his/her behalf for two consecutive times, he/she shall be deemed as incapable to perform his/her duties. The Board may propose removal of such Director at the General Meeting.

Article 4(3), Appendix 3 to the Main Board Listing Rules

Article 99 Guide to AoA

Section Two Independent Non-executive Directors

Article 117 The Company shall set up a system of independent non-executive Directors. Independent non-executive Directors refer to the Directors who hold no position in the Company other than directorship, and who do not maintain connection with the Company and its substantial Shareholder(s) which may affect their independent and objective judgments.

The term of office for the independent non-executive Directors shall be three (3) years and renewable upon re-election, but shall not exceed six (6) years, unless otherwise provided by relevant laws, regulations and the listing rules of the stock exchange where the shares of the Company are listed.

Article A.4.3, Appendix 14 to the Main Board Listing Rules

The Company shall have at least three (3) independent non-executive Directors, representing at least one-third of the Board, and at least one of them shall be a professional in finance or accounting.

Unless otherwise provided in this section, the provisions on Directors set out in the Articles of Association shall be applicable to the independent non-executive Directors.

Article 118 An independent non-executive Director shall meet the following basic requirements:

possessing the qualifications to be a Director or an independent non-executive Director of a Company according to the laws, administrative regulations, departmental rules, regulatory documents and relevant provisions of relevant regulatory authority or the Articles of Association;
performing his/her duties independently, without any interference by substantial Shareholders or de facto controllers of the Company, or other entities or individuals who have a material interest in the Company;
holding a bachelor's degree or above, or senior vocational titles of relevant professions;
possessing basic knowledge on corporate governance, and familiar with relevant laws, administrative regulations, departmental rules and regulatory documents thereon;
having more than five (5) years of working experience in law, economics, finance, accounting or other fields conducive to his/her performance of the duties as an independent non-executive Director;
familiar with relevant laws, administrative regulations, departmental rules and regulatory documents on the

operation and management of the Company;

Rule 19A.18

(1), the Main

Board Listing

Rules

be able to read, understand and analyze the financial statements of the Company;
ensuring adequate time and efforts devoted to effectively discharging his/her duties, and undertaking to duly perform the duties of good faith and diligence.

Article 119 The independent non-executive Directors shall have the following special powers other than those stipulated in the Company Law and other relevant laws, regulations, listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association:

to propose to the Board the resolution relating to the appointment or removal of the accounting firm;
to propose to the Board to convene an Extraordinary General Meeting;
to propose to convene a meeting of the Board;
upon the approval from the independent non-executive Directors, to submit major connected transactions (as determined under the standards published, from time to time, by the securities regulatory authority of the place where the Company is listed and those provided in the Articles of Association) to the Board for discussion;
to publicly solicit the voting rights from the Shareholders before a General Meeting is convened;
subject to consent from all independent non-executive Directors, to independently appoint an external auditor or consulting organization to audit or advise on specific matters of the Company at the expense of the Company.

Apart from the preceding Item (6), the independent non-executive Directors shall secure the consent of not less

than half of the independent non-executive Directors to exercise the above-mentioned powers. In the event that the above proposals are not accepted or the above powers cannot be normally exercised, the Company shall disclose the relevant circumstances.

Article 120 The independent non-executive Directors shall not be dismissed without proper reasons before his/her term of office expires.

If an independent non-executive Director fails to attend the Board meetings in person for three (3) consecutive times, the Board may request for removal of such Director at the General Meeting.

Article 121 As for the system of independent non-executive Directors, if not provided in this section, the provisions of relevant laws, administrative regulations, departmental rules and listing rules of the stock exchange where the shares of the Company are listed shall apply.

Section Three Board

Article 122 The Company shall set up a Board, which is accountable to the General Meetings and exercises its functions and powers under the laws, administrative regulations and the Articles of Association.

Article 88

Mandatory

Provisions

Article 123	The Board has a chairman and a vice chairman. It shall	Article 86
	comprise fifteen (15) Directors, with more than one-third	Mandatory
	(inclusive of one-third) of whom shall be independent	Provisions
	58

non-executive Directors. At least one independent non-executive Director shall possess proper professional qualifications or proper expertise in accounting or finance management.

The chairman and vice chairman of the Board shall be elected and dismissed by over half of the Directors. The chairman of the Board shall have a term of three (3) years and may be renewable upon re-election.

Article 124 The Board is accountable to the General Meetings and exercises the following functions and powers:

Rules 3.10 and 3.10A of the Main Board Listing Rules Article 87 Mandatory Provisions Article 111 Guide to AoA

Article 88

Mandatory Provisions Article 105 Guide to AoA

(1) to convene the General Meetings and to report its work	Article 107
at such General Meetings;	Guide to AoA

to implement the resolutions passed at General Meetings;
to determine the Company's business plans and investment plans;
to formulate the annual final financial budgets and final accounts of the Company;
to formulate the profit distribution plans and loss recovery plans of the Company;
to formulate proposals for the increase or reduction of the Company's registered capital and plans for the issuance of corporate bonds or other securities and the listing plan;
to prepare plans for material acquisitions and repurchase of the Company's shares, or merger, division, dissolution or change of corporate forms of the Company;
to decide, within the authority granted by the General Meetings, on the matters in relation to the Company's

external investment, acquisition and disposal of assets, assets pledge, provision of guarantees to external parties, entrustment of wealth management and connected transactions, etc.;

to determine the establishment of the Company's internal management structure;
to appoint or dismiss the general manager and the secretary to the Board of the Company; to appoint or dismiss the deputy general managers, chief accountant, and other senior management of the Company pursuant to the nominations by the general manager, and to determine their remuneration, incentive and punishment;
to formulate the basic management system of the Company;
to formulate plans for amendments to the Articles of Association;
to propose the appointment or replacement of the accounting firm of the Company for audit purposes at a general meeting;
to receive the work reports submitted by the general manager of the Company and to check his/her work;
to exercise other powers as stipulated by the laws, administrative regulations, departmental rules or the Articles of Association.

Resolutions made by the Board in the preceding paragraphs, save for Items (6), (7) and (12) which shall require the consent of two-thirds or more of the Directors, shall require the consent of over half of the Directors by voting.

The Board of the Company shall explain to the General Meetings the non-standard opinions as contained in the

Article 108

Guide to AoA

audit report issued by the certified accountant in respect of the financial report of the Company.

Article 125	The Board shall set up an audit committee, a remuneration	Article 107
	committee, a nomination committee and a strategy	Guide to AoA
	committee, which shall, subject to the leadership of the
	Board, assist the Board in performing its powers, or advise
	or consult on the Board decisions separately. The
	composition and procedural rules of the committees shall
	be determined by the Board separately.
	The audit committee shall have at least three (3) members	Rule 3.21 of the
	and all of them shall be non-executive Directors. One	Main Board
	member shall be an independent non-executive Director that	Listing Rules
	has proper qualifications under the Main Board Listing
	Rules or that has proper expertise in accounting or finance
	management. The majority of such committee shall be
	independent non-executive Directors. The chairman of such
	committee must be an independent non-executive Director.
	The majority members of the remuneration committee shall	Rule 3.25 of the
	be independent non-executive Directors, and such	Main Board
	committee must be chaired	by	an	independent	Listing Rules
	non-executive Director, and the majority members shall be
	independent non-executive Directors.
	The nomination committee shall be chaired by the chairman	Article A.5.1,
	of the Board or an independent non-executive Director, with	Appendix 14 to
	a majority of members being independent non-executive	the Main Board
	Directors.				Listing Rules
Article 126	The Board shall determine the	scope	of	authority for	Article 110
	external investments, acquisition	and disposal of assets,	Guide to AoA

	assets pledge, provision of guarantees to external parties,	Article 89
	entrustment of wealth management and connected	Mandatory
	transactions, and shall establish strict examination and	Provisions
	decision-making procedures; material investment projects,
	shall be appraised by relevant experts and professionals and
	shall be submitted them to the General Meeting for
	approval.
	In cases where the expected value of fixed assets proposed
	for disposal by the Board, when aggregated with the value
	of fixed assets disposed within four (4) months before the
	proposed disposal, exceeds 33% of the fixed assets value set
	out in the latest balance sheet reviewed and considered at
	the General Meetings, the Board shall not dispose or consent
	to dispose such fixed assets without prior approval by the
	General Meeting.
	The term "fixed assets disposal" referred to in thi s Article
	includes transferring certain interests in assets, but does not
	include provision of guarantees by way of fixed assets.
	The validity of transactions regarding fixed assets disposal
	by the Company shall not be affected due to any breach of
	the second paragraph of this Article.
Article 127	The Board shall formulate separate rules of procedures for	Article 109
	the Board to ensure it implements the resolutions passed at	Guide to AoA
	the General Meetings, so as to improve the work efficiency
	and have scientific decision-making.

Article 128	The chairman of the Board is entitled to the following	Article 90
	powers:	Mandatory
		Provisions
	(1) to preside over the General Meetings and to convene	Article 112
	and preside over the Board meetings;	Guide to AoA
	(2) to supervise and check on the execution and
	implementation of resolutions passed by the Board;
	(3) to sign the stocks, corporate bonds and other securities
	certificates issued by the Company;
	(4) to sign the important documents of the Board and
	other documents which shall be signed by the legal
	representative of the Company;
	(5) to exercise other powers as stipulated by the laws,
	regulations and the Articles of Association and authorized
	by the Board.
Article 129	The vice chairman of the Board of the Company shall	Article 90
	assist the chairman of the Board in his/her work. Should	Mandatory
	the chairman of the Board be unable to or fail to exercise	Provisions
	his/her functions or duties, the vice chairman of the	Article 113
	Board shall exercise such functions or duties. Should the	Guide to AoA
	vice chairman of the Board be unable to or fail to exercise
	his/her functions or duties, a Director jointly elected by
	no less than half of all Directors shall exercise such
	functions or duties.
Article 130	The Board meetings include regular and extraordinary	Article 91
	Board meetings, which shall be convened and presided	Mandatory
	over by the chairman of the Board.	Provisions
		Articles 114 and
		115 Guide to
		AoA

	At least four (4) regular Board meetings shall be	Articles A.1.1
	convened each year on a quarterly basis.	and A.1.3,
		Appendix 14 to
	In the event of any of the following circumstances, an	the Main Board
	extraordinary Board meeting may be convened:	Listing Rules
	(1) when jointly proposed by no less than one-third of the
	Directors;
	(2) when proposed by the Supervisory Committee;
	(3) when the chairman of the Board deems it necessary;
	(4) when proposed by Shareholders representing no less
	than ten percent (10%) of the voting rights;
	(5) when proposed by the general manager;
	(6) as prescribed by the laws, administrative regulations,
	departmental rules, relevant regulatory authorities and the
	Articles of Association.
Article 131	Notice of a regular Board meeting shall be dispatched	Article 92
	fourteen (14) days prior to the date of such meeting, and	Mandatory
	the documents thereof shall be delivered to all Directors	Provisions
	and Supervisors five (5) days prior to the date of such	Article 116
	meeting. Notice of an extraordinary Board meeting shall	Guide to AoA
	be dispatched to all Directors and Supervisors five (5)	Article A.1.3,
	days prior to the date of such meeting, and the	Appendix 14 to
	documents thereof shall be delivered to all Directors	the Main Board
	three (3) days prior to the date of such meeting.	Listing Rules
	In case of an emergent need to convene an extraordinary
	Board meeting as soon as possible, the delivery of notice	Article A.1.3,
	and documents of the meeting may not be subject to the	Appendix 14 to
	time limit set out in the preceding paragraph, but shall be	the Main Board
	effectively delivered to the Directors and Supervisors	Listing Rules
	before the meeting is convened. The time and venue of
	the Board meeting may be appointed by the Board in
	64

advance and recorded in the minutes. If the minutes are sent to all Directors at least fourteen (14) days prior to the date of the next Board meeting, no further notice is required to be delivered to the Directors.

Article 132	A Board meeting may not be held unless more than half	Article 93
	of the Directors are present.	Mandatory
		Provisions
Article 133	Each Director shall have one vote. A Board resolution	Article 93
	shall be passed by over half of all Directors.	Mandatory
		Provisions
	Where the votes against a resolution equal to those in	Article 118
	favor of it, the chairman of the Board shall be entitled to	Guide to AoA
	cast one more vote.
Article 134	Directors shall attend the Board meeting in person. If	Article 94
	they are not able to attend the meeting due to certain	Mandatory
	reasons, they may authorize other Directors in writing to	Provisions
	attend the meeting on their behalf. A letter of	Article 121
	authorization shall indicate the name of the proxy,	Guide to AoA
	entrusted matter, scope of authorization and its term of
	validity and shall be signed or sealed by the appointing
	Director.
	The appointed Director attending the meeting shall
	exercise the rights of the Director within the scope of
	authorization. If a Director does not attend a Board
	meeting in person, and does not authorize any
	representatives to attend the meeting, he/she shall be
	deemed to have waived his/her voting right at the
	meeting.

Article 135	Save as the exceptions set out in Note 1 of Appendix 3	Article 4(1),
	to the Main Board Listing Rules or as permitted by the	Appendix 3 to
	Hong Kong Stock Exchange, the Directors shall not	the Main Board
	vote on any Board resolutions in relation to any	Listing Rules
	contracts or arrangements, in which they or any of their
	close associates (as defined in the Main Board Listing
	Rules) are materially interested in, or any other
	proposals; shall not be included in the quorum for the
	meeting.
	If the quorum cannot be met due to the above-mentioned	Article A.1.7,
	abstention from voting on a matter, such matter shall then	Appendix 14 to
	be submitted at the General Meeting for consideration	the Main Board
	and review.	Listing Rules
	Where there are matters to be considered by the Board, in
	which any substantial Shareholders (as defined in the
	Main Board Listing Rules) or Directors are deemed, by
	the Board, to be materially interested in, then such
	matters shall not be treated by way of circulation of
	documents or handled by the committees under the
	Board, except for those especially established in respect
	of such matters under the resolutions passed at the Board
	meeting, while the Board shall hold a meeting in this
	regard. The independent non-executive Directors, who
	and whose close associates (as defined in the Main Board
	Listing Rules) are not materially interested in the
	transactions, shall attend the relevant Board meeting.

Article 136	The Board shall keep the minutes on matters discussed	Article 95
	at meetings, which shall include Directors' any doubts	Mandatory
	on or objections to the matters discussed at the meetings	Provisions
	66

and via communications. The minutes shall be signed	Articles 122 and
by the Directors who attended the meeting and by the	123 Guide to
secretary to the Board (person who took the minutes).	AoA
The minutes shall be kept for a term of ten (10) years.	Opinions No. 3
	Article A1.5,
The Directors shall be liable for the resolutions by the	Appendix 14 to
Board. If a resolution by the Board violates the laws,	the Main Board
administrative regulations or the Articles of Association	Listing Rules
or the resolution passed at the General Meetings, and
results in substantial losses to the Company, the	Opinions No. 3
Directors participating in the resolution shall be liable to
compensate the Company. However, if it can be proved
that a Director expressly objected to the resolution when
the resolution was voted on, and that such objection was
recorded in the minutes of the meeting, such Director
may be exempted from such liability. A Director shall
not be exempted from such liability if he/she abstained
in the vote or failed to attend nor authorize other
Directors to attend the meeting; or if he/she expressly
objected to the resolution during the discussion but did
not vote against it.
Minutes of the Board meetings shall include the
following information:

date and venue of the meeting as well as the name of the convener;
names of the Directors attending the meeting in person and names of the Directors (proxies) attending on other's behalf;
the agenda;

main points of the Directors' speeches;
voting method and results of each matter to be voted on (the voting results shall specify the number of votes in favor of, against, and abstained).

Section Four Special Committees under the Board

Article 137 The Company shall set up special committees under the Board in accordance with Article 125 of the Articles of Association.

The Board shall formulate the work rules for the special committees under it, specifying their duties, rules of procedures, working procedures and the matters authorized by the Board. The establishment, composition, terms of reference and information disclosure of each special committee shall comply with the laws, administrative regulations, departmental rules, regulatory documents and the provisions of relevant regulatory authorities and the Articles of Association. Each special committee shall develop its annual work plan and convene meetings regularly.

Article 138 The relevant matters to be considered by the Board shall first be submitted to the corresponding special committee for review, which will provide its review opinions.

Unless legally authorized by the Board, the review opinions of the special committee cannot substitute the voting opinions of the Board.

Article 139 Each special committee may appoint, where necessary, professional to advise on relevant matters at the expenses of the Company, provided that the Company's trade secrets will not be leaked.

Chapter 12 Secretary to the Board of the Company

Article 140	The Company shall have one secretary to the Board. The	Article 96
	secretary to the Board shall be a member of senior	Mandatory
	management of the Company.	Provisions

Article 141	The secretary to the Board of the Company shall be a natural	Article 97
	person who has the requisite professional knowledge and	Mandatory
	experience, and shall be appointed by the Board. His/her	Provisions
	primary responsibilities are as follows:
	(1) To ensure that the Company has a complete set of
	organization documents and records;
	(2) To ensure that the Company legally prepares and submits
	reports and documents as required by the competent
	authorities;
	(3) To ensure that the share register of the Company is
	established appropriately and that the persons who have the
	right of access to relevant records and documents of the
	Company obtain the same in a timely manner.

Article 142	A Director or other senior management of the Company (other	Article 98
	than the general manager and chief accountant) may serve	Mandatory
	concurrently as the secretary to the Board, but they must	Provisions
	ensure they have sufficient energy and time to undertake their
	duties as the secretary to the Board. Any accountant of the
	accounting firm engaged by the Company shall not act as the
	secretary to the Board.
	In the event a Director serves concurrently as the secretary to
	the Board, where any act requires to be executed by the
	Director and the secretary to the Board separately, the said
	Director serving concurrently as the secretary to the Board
	shall not execute the said act in both capacities.
	Chapter 13 General Manager of the Company
Article 143	The Company shall have one general manager; several deputy	Article 99
	general managers, who shall assist in carrying out the work of	Mandatory
	the general manager; and one chief accountant. The general	Provisions
	manager, the deputy general managers, the secretary to the	Article 124
	Board, the chief accountant, and the chief engineer are senior	Guide to AoA
	management of the Company and shall be appointed and
	dismissed by the Board.
	The term of office of the general manager shall be three (3)	Article 127
	years and they shall be eligible to offer themselves for	Guide to AoA
	re-election.
Article 144	The general manager of the Company shall be accountable to	Article 100
	the Board and exercise the following powers:	Mandatory
		Provisions
		Article 128
		Guide to AoA
	70

to lead the Company's production, operation and organize resources to carry out the Board's resolutions and to report his/her work to the Board;
to organize the implementation of the Company's annual business plan and investment plan;
to draft plans for the establishment of the Company's internal management structure;
to draft the Company's basic management system;
to formulate basic and detailed rules and regulations of the Company;
to propose the appointment or dismissal of the Company's deputy general managers, the chief accountant and other senior management to the Board;
to appoint or dismiss other management members other than those required to be appointed or dismissed by the Board;
to exercise other powers as stipulated by the laws, administrative regulations, departmental rules, relevant regulatory authorities and the Articles of Association and authorized by the Board.

Article 145	The general manager of the Company shall attend the Board	Article 101
	meetings; but the general manager who is not a Director shall	Mandatory
	not have the right to vote at the Board meetings.	Provisions

Article 146	In performing his/her job duties, the general manager and other	Article 102
	senior management of the Company shall act honestly and	Mandatory
	diligently in accordance with the laws, administrative	Provisions
	regulations and requirements under the Articles of Association.

	Chapter 14 Supervisory Committee
Article 147	The Company shall establish a Supervisory Committee, which	Article 103
	is composed of the Shareholder representatives and the	Mandatory
	employee representatives.	Provisions

Article 148 The Supervisory Committee shall be composed of five Supervisors, with two employee representative Supervisors and three Shareholder representative Supervisors. The term of office of a Supervisor shall be three (3) years, may be renewable upon re-election.

Article 149 The Supervisory Committee shall have one chairman, the appointment and dismissal of the chairman of the Supervisory Committee shall be passed by at least two-thirds (including two-thirds) of its members.

Article 150 Appointment and removal of Shareholder representative Supervisors shall be appointment and removal at the General Meeting, while the appointment and removal of employee representative Supervisors shall be subject to the employee representatives meeting or other democratic election.

Article 104

Mandatory

Provisions

Article 105

Mandatory

Provisions Article 5 Letter of Opinions on Supplementary Amendment Sec. 1(d) (i), Appendix 13D

to the Main

Board Listing Rules

Article 105

Mandatory

Provisions

Article 151	Supervisors may resign before the expiration of their term of
	office. The provisions of the Articles of Association regarding
	the resignation of Directors shall apply to Supervisors.
Article 152	The provisions herein in relation to the conditions prohibiting a
	person from acting as a Director of the Company shall be
	applicable to the Supervisors of the Company. The Company's
	Directors, general managers, chief accountants and other
	senior management shall not concurrently serve as
	Supervisors.

Article 106 Mandatory Provisions Article 135 Guide to AoA

Article 153	The Supervisory Committee shall hold at least two meetings each	Article 107
	year, with at least one meeting held every six months, which are	Mandatory
	convened and presided over by the chairman of the Supervisory	Provisions
	Committee. Any of the Supervisors may propose to convene	Article 145
	extraordinary meetings of the Supervisory Committee. Where the	Guide to AoA
	chairman of the Supervisory Committee is incapable of performing
	or fails to perform his/her duties, a Supervisor elected by over half
	of the Supervisors shall convene and preside over the meeting of
	the Supervisory Committee.
Article 154	The Supervisory Committee shall be accountable to the General	Article 108
	Meeting and exercise the following powers in accordance with the	Mandatory
	laws:	Provisions
	(1) to examine the Company's financial affairs;	Article 144
	(2) to supervise the conduct of Directors, general manager and other	Guide to AoA
	senior management in performing their duties and to make
	recommendation in respect of the removal of Directors and senior
	management who violated any laws, administrative regulations, the
	Articles of Association or resolutions of the General Meeting;
	(3) to urge Director, general manager and other senior management
	to correct their acts when impair the benefits of the Company;
	(4) to examine the financial information such as the financial
	report, business report and plans for profits distribution to be
	submitted by the Board to the General Meetings and, should any
	queries arise, to engage, in the name of the Company, certified
	public accountants and practicing auditors to conduct a
	re-examination;
	(5) to propose the convening of an Extraordinary General Meeting
	and to convene and chair a General Meeting when the Board fails
	to perform its duties of convening and chairing General Meetings;

(6) to submit proposals to the General Meetings;

(7) to bring actions against Directors and senior management in accordance with the provisions of the Company Law;

(8) to propose the convening of an extraordinary Board Meeting;

(9) to conduct investigations upon the discovery of irregularities in the operation of the Company; and to engage, if necessary, accounting firms, law firms and other professional institutions to assist its work at the expense of the Company;

(10) to exercise other powers as stipulated by the laws, departmental rules, relevant regulatory authorities and the Articles of Association and authorized by the General Meetings.

Supervisors shall attend Board meetings.

Article 155	Given for proper reasons, any of the Supervisors is entitled to	Article 109
	demand the chairman of the Supervisory Committee for convening	Mandatory
	the extraordinary meeting of the Supervisory Committee. A notice,	Provisions
	which includes the date, venue, duration of the meeting, reasons,	Article 148
	agenda, together with the date of the notice, shall be given ten (10)	Guide to AoA
	days prior to the convening of each meeting of the Supervisory	Article 6 Letter
	Committee by way of telephone or facsimile.	of Opinions on
		Supplementary
	A meeting of the Supervisory Committee shall not be conducted	Amendment
	unless it is attended by at least two-thirds of the Supervisors.	Sec. 1(d) (ii),
	Voting at the meeting of the Supervisory Committee shall be	Appendix 13D
	carried out by poll and each Supervisor shall have one vote. A	to the Main
	Supervisor shall attend meetings of the Supervisory Committee in	Board Listing
	person, or appoint in writing another Supervisor to attend the	Rules
	meeting on his/her behalf due to his/her absence. The letter of
	authorization shall specify the scope of authorization.

Both resolutions at regular meetings and extraordinary meetings of the Supervisory Committee are resolutions of meeting of the Supervisory Committee, which shall be approved by the votes of at least two-thirds (including two-thirds) of members of the Supervisory Committee.

Article 156	The Supervisory Committee shall record the matters considered at	Article 147
	the meeting into the meeting minutes, which shall be signed by the	Guide to AoA
	attending Supervisors. Any Supervisor shall be entitled to have an
	explanatory note made in the minutes regarding his/her speech at
	the meeting. The minutes of meetings of the Supervisory
	Committee shall be kept as archives of the Company for at least ten
	(10) years.
Article 157	All reasonable expenses incurred in respect of the employment of	Article 110
	professionals such as lawyers, certified public accountants or	Mandatory
	practicing auditors as required by the Supervisory Committee in	Provisions
	performing its duties shall be borne by the Company.
Article 158	A Supervisor shall carry out his/her duties honestly and faithfully	Article 111
	in accordance with the laws, administrative regulations and the	Mandatory
	Articles of Association.	Provisions
Article 159	The Supervisory Committee shall formulate separate procedural
	rules for the Supervisory Committee to ensure the effective
	operation of the Supervisory Committee, so as to improve the
	efficiency of its work and ensure scientific - decision making.
	Chapter 15 Qualifications and Duties of the Directors,
	Supervisors, General Manager and Other Senior Management
	of the Company
Article 160	Except for the terms of employment of the Directors (including	Article 112
	independent non-executive Directors), Supervisors and senior	Mandatory
	management as stipulated in the Articles of Association, a person	Provisions
	75

may not serve as Director, Supervisor, general manager or any other senior management of the Company if any of the following circumstances applies:

a person without capacity or with restricted legal capacity to undertake civil liabilities;
a person who has committed an offence of corruption, bribery, infringement of property, misappropriation of property or sabotaging the social economic order and has been punished because of committing such offence; or who has been deprived of his/her political rights, in each case where less than five (5) years have elapsed since the date of the completion of implementation of such punishment or deprivation;
a person who is a former director, factory manager or general manager of a company or enterprise which has entered into insolvent liquidation and he/she is personally liable for the insolvency of such company or enterprise, where less than three (3) years have elapsed since the date of the completion of the insolvency and liquidation of the company or enterprise;
a person who is a former legal representative of a company or enterprise which had its business license revoked or had been ordered to close down due to a violation of the laws and who incurred personal liability, where less than three (3) years has elapsed since the date of the revocation of the business license;
a person who has a relatively large amount of debts due and outstanding;
a person who is under criminal investigation or prosecution by a judicial organization for violation of the criminal law where said investigation or prosecution is not yet concluded;
a person who is not eligible for enterprise leadership according to laws and administrative regulations;
a non-natural person;
a person convicted of the contravention of provisions of relevant securities regulations by relevant competent authorities,

Article 95 Guide to AoA

and such conviction involves fraud or dishonest behavior, where less than five (5) years has elapsed since the date of the conviction;

any other circumstances as prescribed in the laws, administrative regulations or departmental rules.

If the election or appointment of a Director, Supervisor and senior management breaches this Article, such election, appointment or employment shall be invalid. Any Director, Supervisor and senior management becoming the subject of any circumstances set out in this Article shall be removed from office by the Company.

Article 161	The validity of an act of a Director, general manager or any other	Article 113
	senior management on behalf of the Company is not, vis-a-vis a	Mandatory
	bona fide third party, affected by any irregularity in his/her office,	Provisions
	election or any defect in his/her qualification.
Article 162	In addition to the obligations as required by the laws,	Article 114
	administrative regulations or required by the stock exchanges	Mandatory
	where the Shares of the Company are listed, each of the	Provisions
	Directors, Supervisors, general manager and other senior
	management owes a duty to each Shareholder, in the exercise of
	the powers of the Company entrusted to him/her:
	(1) not to cause the Company to exceed the scope of the business
	stipulated in its business license;
	(2) to act honestly in the best interest of the Company;
	(3) not to deprive the Company's property in any means, including
	(but not limited to) any opportunities favourable to the Company;
	and
	(4) not to deprive the individual rights of Shareholders,

including (but not limited to) rights to distribution and voting rights, except a restructuring of the Company submitted to the General Meeting for approval in accordance with the Articles of Association.

Article 163	Each of the Company's Directors, Supervisors, general manager	Article 115
	and other senior management owes a duty, in the exercise of his/her	Mandatory
	powers and discharge of his/ her duties, to exercise the care,	Provisions
	diligence and skill that a reasonably prudent person would exercise	Article 98
	in comparable circumstances.	Guide to AoA

Article 164	Each of the Company's Directors, Supervisors, general manager	Article 116
	and other senior management shall discharge his/her duties in	Mandatory
	accordance with the principle of fiduciary and shall not put	Provisions
	himself/herself in a position where his/her duties and his/her	Article 97
	interest may conflict. This principle includes (but not limited to)	Guide to AoA
	discharging the following obligations:
	(1) to act honestly in the best interests of the Company;
	(2) to exercise powers within the scope of his/her powers and not to
	exceed those powers;
	(3) to exercise the discretion vested in him/her personally and not
	to allow himself/herself to act under the control of another and,
	unless and to the extent permitted by the laws, administrative
	regulations or with the informed consent of Shareholders given in
	the General Meeting, not to delegate the exercise of his/her
	discretion to others;
	(4) to treat Shareholders of the same class equally and to treat
	Shareholders of different classes fairly;
	(5) except otherwise stipulated in the Articles of Association or
	with the informed consent of Shareholders given in the General
	78

Meeting, not to enter into any contract, transaction or arrangement with the Company;

without the informed consent of Shareholders given in the General Meeting, not to use the Company's property for his/her own benefit by any means;
not to exploit his/her position to accept bribes or other illegal income, misappropriate the Company's funds and expropriate the Company's property by any means, including (but not limited to) any opportunities favourable to the Company;
without the informed consent of Shareholders given in the General Meeting, not to accept commissions in connection with the Company's transactions;
to abide by the Articles of Association, faithfully execute his/her duties and protect the Company's interests, and not to exploit his/her position and power in the Company to seek his/her own private interests;
without the informed consent of Shareholders given in the General Meeting, not to compete with the Company in any form; not to use his/her connected relationship to act to impair the Company's interests;
not to misappropriate the Company's funds or lend the Company's funds to others, not to open accounts in his/her own name or other names for the deposit of the Company's assets and not to provide a guarantee for the debts of the Shareholder(s) of the Company or another person with the Company's assets; and
unless otherwise permitted by the informed consent of Shareholders given in the General Meeting, to keep the information relating to the Company acquired by him/her in the course of and during his/her tenure confidential and not to use such information in purposes other than in the interests of the Company, save that the disclosure of such information to the court or other governmental authorities is permitted if:
(i) the disclosure is made under compulsion of law;

the interests of the public require the disclosure;
the interests of such Director, Supervisor, general manager or other senior management require the disclosure.

Article 165 Each Director, Supervisor, general manager or other senior management of the Company shall not instigate the following persons or institutions ("Relevant Persons") to do what he/she is prohibited from doing:

the spouse or minor child of that Director, Supervisor, general manager and other senior management;
a person acting in the capacity of trustee of that Director, Supervisor, general manager or other senior management or any person referred to in paragraph (1) of this Article;
a person acting in the capacity of partner of that Director, Supervisor, general manager or other senior management or any person referred to in paragraphs (1) and (2) of this Article;
a company in which that Director, Supervisor, general manager or other senior management, alone or jointly with one or more persons referred to in paragraphs (1), (2) and (3) above or other Directors, Supervisors, general manager and other senior management of the Company have de facto controlling interest; and
the Directors, Supervisors, general manager and other senior management of the controlled company referred to in paragraph (4) of this Article.

Article 166 The fiduciary duties of the Directors, Supervisors, general manager and other senior management of the Company do not necessarily cease with the termination of their tenure. The duty of confidence

Article 117

Mandatory

Provisions

Article 118

Mandatory

Provisions

in relation to trade secrets of the Company survives the termination of their tenure. Other duties may continue for such period as fairness may require depending on the time lapse between the termination of tenure and the occurrence of the event concerned and the circumstances under which the relationships between them and the Company are terminated.

Article 167 Except for circumstances prescribed in Article 65 of the Articles of Association, a Director, Supervisor, general manager and other senior management of the Company may be relieved of liability for specific breaches of his/her duty by the informed consent of Shareholders given at the General Meeting.

Article 119

Mandatory

Provisions

Article 168 Where a Director, Supervisor, general manager and other senior management of the Company is in any way, directly or indirectly, materially interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Company, (other than his/her contract of service with the Company), he/she shall declare the nature and extent of his/her interests to the Board at the earliest opportunity, whether or not the contract, transaction or arrangement or proposal thereof is otherwise subject to the approval of the Board.

Unless the interested Director, Supervisor, general manager or other senior management of the Company discloses his/her interests in accordance with the preceding paragraph of this Article and the contract, transaction or arrangement is approved by the Board at a meeting in which the interested Director, Supervisor, general manager or other senior management is not counted in the quorum and refrains from voting, a contract, transaction or arrangement in which that Director, Supervisor, general manager or other senior management is materially interested is voidable at the instance of the Company except as against a bona fide party thereto acting without notice of the breach of duty by the interested Director, Supervisor, general manager or other senior management.

Article 120

Mandatory

Provisions

A Director, Supervisor, general manager or other senior management of the Company is deemed to be interested in a contract, transaction or arrangement in which Relevant Persons or associate of him/her are interested.

Article 169	Where a Director, Supervisor, general manager or other senior	Article 121
	management of the Company gives to the Board a notice in writing	Mandatory
	stating that, by reason of the facts specified in the notice, he/she is	Provisions
	interested in the contracts, transactions or arrangements of any
	description which may subsequently be made by the Company,
	such notice shall be deemed for the purposes of the preceding
	paragraph of this Article to be a sufficient declaration of his/her
	interests, so far as the content stated in such notice is concerned,
	provided that such general notice shall have been given before the
	date on which the question of entering into the relevant contract,
	transaction or arrangement is first taken into consideration on
	behalf of the Company.
Article 170 The Company shall not pay taxes for or on behalf of its Directors,	Article 122
	Supervisors, general manager or other senior management in any	Mandatory
	manner.	Provisions
Article 171 The Company shall not directly or indirectly make a loan to, or	Article 123
	provide any guarantee in connection with, the making of a loan to	Mandatory
	any Director, Supervisor, general manager or other senior	Provisions
	management of the Company or the Company's parent company or
	any of their respective Relevant Persons.

However, the following transactions are not subject to the preceding prohibition:

the provision by the Company of a loan or a guarantee for a loan to its subsidiary;
the provision by the Company of a loan or a guarantee in connection with the making of a loan or any other funds to any of its Directors, Supervisors, general manager or other senior management to meet expenditure incurred or to be incurred by him/her for the purposes of the Company or for the purpose of enabling him/her to perform his/her duties properly, in accordance with the terms of a service contract approved by the Shareholders in the General Meeting; and
the Company may make a loan or provide a guarantee in connection with the making of a loan to any of the relevant Directors, Supervisors, general manager or other senior management or their Relevant Persons in the ordinary course of its business on normal commercial terms, provided that the ordinary course of business of the Company includes the lending of money or provision of guarantees.

Article 172	A loan made by the Company in breach of the preceding	Article 124
	provisions shall be forthwith repayable by the recipient of the	Mandatory
	loan regardless of the terms of the loan.	Provisions
Article 173	A loan guarantee provided by the Company in breach of	Article 125
	provision under paragraph (1) of Article 171 shall be	Mandatory
	unenforceable against the Company, provided that:	Provisions
	(1) a loan was advanced to a Relevant Person of any of the
	Directors, Supervisors, general manager and other senior
	management of the Company or the Company's parent
	company where the lender did not know the relevant
	circumstances; or
	(2) the collateral provided by the Company has been lawfully
	disposed of by the lender to a bona fide purchaser.
	83

Article 174 For the purposes of the preceding provisions of this Chapter, guarantee includes an undertaking or property provided to secure the performance of obligations by the obligor.

Article 175 In addition to any rights and remedies provided by the laws and administrative regulations, where a Director, Supervisor, general manager and other senior management of the Company is in breach of his/her duties to the Company, the Company has a right to adopt the following measures:

claim damages from the Director, Supervisor, general manager and other senior management in compensation for losses sustained by the Company as a result of such breach;
rescind any contract or transaction entered into by the Company with the Director, Supervisor, general manager and other senior management or with a third party (where such third party knows or should know that there is such a breach of duties by such Director, Supervisor, general manager and other senior management);
demand the Director, Supervisor, general manager and other senior management to surrender the profits made by him/her in breach of his/her duties;
recover any monies received by the Director, Supervisor, general manager and other senior management which should have been otherwise received by the Company, including (but not limited to) commissions; and
demand payment of the interest earned or which may have been earned by the Director, Supervisor, general manager and other senior management on the monies that should have been paid to the Company.

Article 126

Mandatory

Provisions

Article 127

Mandatory

Provisions

Article 176	The Company shall enter into a contract in writing with each	Article 19A.54
		and 19A.55
		to the Main
		Board
		Listing Rules

Director, Supervisor and other senior management, which shall at least include the following provisions:

(1) a Director, Supervisor and senior management shall undertake in favour of the Company to comply with the Company Law, the Special Regulations, the Articles of Association and other regulations as stipulated under the Hong Kong Stock Exchange, and agree that the Company is entitled to remedies provided by the Articles of Association, and such contract and his/her position were not transferable;

(2) a Director, Supervisor and senior management shall undertake in favour of the Company to perform the duties to Shareholders pursuant to and as required by the Articles of Association; and

(3) an arbitration provision stipulated under Article 219 of the Articles of Association.

Article 177	The Company shall, with the prior approval of Shareholders in the	Article 128
	General Meeting, enter into a contract in writing with a Director	Mandatory
	or Supervisor in respect of his/her emoluments, including:	Provisions
	(1) emoluments in respect of his/her service as the Director,
	Supervisor or senior management of the Company;
	(2) emoluments in respect of his/her service as the Director,
	Supervisor or senior management of any subsidiary of the
	Company;
	(3) emoluments in respect of the provision of other services in
	connection with the management of the affairs of the Company
	and any of its subsidiaries; and
	(4) compensation for loss of office, or as consideration for or in
	connection with his/her retirement from office.
	Except under a contract entered into in accordance with the
	foregoing contract, no proceedings may be brought by a Director

or Supervisor against the Company for any benefits in respect of the above-mentioned matters.

Article 178	The contract for emoluments entered into between the Company	Article 129
	and its Directors or Supervisors should provide that in the event	Mandatory
	of a takeover of the Company, the Directors and Supervisors	Provisions
	shall, subject to the prior approval of the Shareholders in the
	General Meeting, have the right to receive compensation or other
	payment for loss of office or retirement.
	A said takeover of the Company means:
	(1) a takeover offer made by any person to all Shareholders; or
	(2) a takeover offer made by any person with a view to making the
	offeror become a controlling shareholder, which shall be stipulated
	within the meaning of Article 66 of the Articles of Association.

If the relevant Director or Supervisor does not comply with this Article, any sum so received by him/her shall belong to those persons who have sold their shares as a result of the acceptance of the said offer made. The expenses incurred in distributing that sum pro rata amongst those persons shall be borne by the relevant Director or Supervisor and shall not be deducted from that sum.

Chapter 16 Financial and Accounting Systems and Profit Distribution

Article 179	The Company shall formulate our own financial and accounting	Article 130
	systems in accordance with provisions as stipulated by laws,	Mandatory
	administrative regulations and the PRC accounting standards	Provisions
	formulated by the competent financial authority of the State	Article 149
	Council.	Guide to AoA

Article 180	At the end of each fiscal year, the Company shall prepare a	Article 131
	financial report which shall be subject to legal review and	Mandatory
	verification.	Provisions
Article 181	The Board of the Company shall submit to the Shareholders at	Article 132
	every Annual General Meeting the financial reports prepared by	Mandatory
	the Company as required by the relevant laws, administrative	Provisions
	regulations and regulatory documents promulgated by local	Article
	government and competent authorities.	13.46(2)(b) of
		the Main Board
	The fiscal year of the Company shall coincide with the calendar	Listing Rules
	year, i.e. from 1 January to 31 December on the Gregorian
	calendar.
	The Company's financial reports shall be made available for	Article 133 and
	Shareholders' inspection at the Company twenty (20) days before	136 Mandatory
	the date of every Annual General Meeting. Each Shareholder of	Provisions
	the Company shall be entitled to obtain a copy of such financial
	reports referred to in this Chapter. The Company shall publish the
	financial reports twice in each fiscal year. Interim financial report
	shall be published within sixty (60) days after the end of the first
	six months of a fiscal year, while the annual financial report shall
	be published within one hundred and twenty (120) days after the
	end of a fiscal year.
	The financial report mentioned in the preceding paragraph shall	Article 5,
	include the report of the Board and the balance sheet (including	Appendix 3 to
	the documents required to be attached by the PRC laws, other	the Main Board
	laws and administrative regulations), profit and loss account or	Listing Rules
	statement of income and expenditure, or (without violating
	relevant PRC laws) the summary financial report approved by the
	Hong Kong Stock Exchange.
	The Company shall send to each holder of H Shares through the	Article 7 Letter
	delivery method as required in the Articles of Association the	of Opinions on
	aforesaid annual financial report or director's report together with	Supplementary
		Amendment

	the financial statements of the Company, or send to them by	Article
	pre-paid mail at least not later than twenty-one (21) days before	13.46(2)(a) and
	the date of convening the Annual General Meeting (in any event	Article
	no more than four (4) months from the end of the relevant	13.48(1) of the
	financial period), to the registered address of each Shareholder	Main Board
	shown in the register of members.	Listing Rules
Article 182	The financial statements of the Company can, in addition to being	Article 134
	prepared in accordance with the PRC accounting standards and	Mandatory
	regulations, be prepared in accordance with either international	Provisions
	accounting standards or that of the overseas place where the
	shares are listed. If there is any material difference between the
	financial statements prepared respectively in accordance with the
	two accounting standards, such difference shall be made in the
	notes to financial statements. When the Company is to distribute
	its after-tax profits of the relevant fiscal year, the lower of the
	after-tax profits as shown in the aforesaid two financial
	statements shall be adopted.
Article 183	Any interim results or financial information published or	Article 135
	disclosed by the Company must be prepared in accordance with	Mandatory
	the PRC accounting standards and regulations, and also in	Provisions
	accordance with either international accounting standards or that
	of the overseas place where the Shares are listed.
Article 184	The Company shall publish the financial reports twice in each	Article 136
	fiscal year. Interim financial report shall be published within sixty	Mandatory
	(60) days after the end of the first six months of a fiscal year,	Provisions
	while the annual financial report shall be published within one
	hundred and twenty (120) days after the end of a fiscal year.
Article 185	The Company shall not keep any accounting books other than	Article 137
	those specified by law. The assets of the Company shall not be	Mandatory
	deposited in any personal account.	Provisions
		Article 151
		Guide to AoA
	88

Article 186 The capital common reserve shall include:

Premium arising from issue above the par value of the stock;
Other revenues required by the competent financial authority of the State Council to be stated as capital common reserve.

Article 138

Mandatory

Provisions

Article 187 When the current year's after-tax profits of the Company are distributed, the Company must allocate 10% of the profits to the statutory common reserve. When the total amount of the statutory common reserve reaches or exceeds 50% of the Company's registered capital, no more allocations need to be provided.

If the statutory common reserve of the Company is insufficient to make up the losses incurred during the previous year, the profits generated during the current year must be used to make up such losses before allocating to the statutory common reserve in accordance with the requirements set forth in the preceding paragraph.

Article 152 Guide to AoA

After the Company makes the allocation from its after-tax profits to its statutory common reserve, the Company may, subject to a resolution at the General Meeting, make an allocation from its after-tax profits to the discretionary common reserve.

After the Company has made up the losses and made allocations to its statutory common reserve, the remaining after-tax profits shall be distributed in proportion to the shareholding percentage held by the Shareholders, unless it is stipulated in the Articles of Association that no profit distribution shall be made in accordance with shareholdings.

If the General Meeting violates the provisions in the preceding paragraph and profits are distributed to the Shareholders before the Company makes up losses or makes allocations to the statutory common reserve, the profits distributed in violation of

the provisions must be returned by such Shareholders to the Company.

The shares held by the Company shall not be subject to profit distribution.

For the first three full financial years after the Company's listing (hereinafter referred to as the "Initial Period"), the Company shall pay dividends to Shareholders at a rate not less than 30% of the Company's annual distributable net profit. The aforesaid annual distributable net profit shall be calculated in accordance with the lower standards of the PRC Accounting Standards and Hong Kong Financial Reporting Standards. After the Initial Period, according to the general dividend policy, the Company will refer to operating results, cash flow, financial condition, operating and capital expenditure requirements, and distributable net profit (the lower of which is calculated in accordance with PRC Accounting Standards or Hong Kong Financial Reporting Standards) and factors that other Directors consider relevant to determine the dividend payout ratio. Any profit that can be distributable but not distributed will be retained in the share of the following year for distribution.

Article 188 The Company may distribute dividends in one or both of the following manners:

cash;
share certificate.

The Company shall calculate and declare dividends and other amounts which are payable to holders of domestic shares in RMB and shall pay such amounts in RMB within three (3) months after the date of declaration. The Company shall calculate and declare dividends and other amounts which are payable to holders of overseas-listed foreign shares in RMB, and shall pay such amounts in foreign currency within three (3)

Article 139

Mandatory

Provisions

months after the date of declaration. The exchange rate shall be the average closing rate of the relevant foreign currency announced by the People's Bank of China in the five (5) working days prior to the declaration of the dividend and other distributions. Payment in foreign currency to holders of overseas-listed foreign shares shall be made by the Company in accordance with the relevant foreign exchange management regulations of the PRC. The dividend distribution of the Company shall be implemented by the Board according to the authorization delegated by the General Meeting through an ordinary resolution.

Article 189	The shareholders shall be entitled to any interest accrued from	Article 3(1),
	any amount paid upon any shares before a call is made. However,	Appendix 3 to
	the Shareholders are not entitled to any dividend of such pre-paid	the Main Board
	share capital declared subsequently.	Listing Rules
Article 190	The Company shall appoint receiving agents for the holders of	Article 140
	overseas-listed foreign shares. The receiving agents shall be a	Mandatory
	trust company as registered under the Trustee Ordinance of Hong	Provisions
	Kong. The receiving agents shall charge the dividends and other	Article 19A.51
	monies payable by the Company on behalf of the relevant	of the Main
	Shareholders in respect of the overseas-listed foreign shares, and	Board Listing
	the receiving agents shall keep these payments on behalf of the	Rules
	relevant Shareholders, pending for payment to the relevant	Article 8 Letter
	Shareholders.	of Opinions on
		Supplementary
	The receiving agents appointed by the Company shall comply	Amendment
	with the the laws and the requirements of the securities
	regulatory authorities where the shares of the Company are
	listed.
	The receiving agents appointed for the holders of H Shares shall	Sec. 1(c),
	be a trust company registered according to the Trustee Ordinance	Appendix 13D
	of Hong Kong.	to the Main
		Board Listing
	The Company shall have the right to terminate delivery of	Rules
	dividend warrants by mail to certain holders of overseas-listed	Article 13(1),
	foreign shares but the Company shall exercise the right only after
	91

a dividend warrant fails to be redeemed for two consecutive
occasions. Nevertheless, the Company may exercise such right	Appendix 3 to
after the first occasion on which such a dividend warrant is	the Main Board
returned as undelivered.	Listing Rules
The Company shall exercise the right to sell the shares held by a	Article 13(2),
holder of overseas-listed foreign shares who is untraceable in a	Appendix 3 to
proper way decided by the Board, provided that the following	the Main Board
conditions are met:	Listing Rules
(1) at least three dividends have been distributed in respect of
such shares during the period of twelve (12) years, and no
dividend has been claimed by the Shareholder during that period;
and
(2) after the expiration of the 12-year period, the Company
shall make an announcement in one or more newspapers at the
place where the shares of the Company are listed stating its
intention to sell the shares, and notify the stock exchange on
which the shares of the Company are listed.

Chapter 17 Appointment of Accounting Firm

Article 191	The Company shall appoint an independent firm of certified	Article 141
	public accountants which is qualified under the relevant	Mandatory
	regulations of the State to audit the annual financial reports of	Provisions
	the Company and other financial reports of the Company.	Article 158
		Guide to AoA
	The first accounting firm of the Company may be appointed at
	the founding meeting before the first Annual General Meeting
	and the accounting firm so appointed shall hold office until the
	conclusion of the first Annual General Meeting.
	If the founding meeting fails to exercise its aforesaid powers,
	those powers shall be exercised by the Board.
Article 192	The accounting firm appointed by the Company shall hold office	Article 142
	from the conclusion of the Annual General Meeting at which the	Mandatory
	92

appointment is made until the conclusion of the next Annual

General Meeting.

Article 193 The accounting firm appointed by the Company shall have the following rights:

to inspect at any time the books, records and warrants of the Company, and to require the Directors, general manager and other senior management of the Company to provide any relevant information and explanation thereof;
to require the Company to take all reasonable steps to obtain from its subsidiaries such information and explanation as are necessary for the performance of duties of such accounting firm;
to attend General Meetings and to receive all notices of, and other information relating to, any General Meeting which any Shareholder is entitled to receive, and to be heard at any General Meeting in relation to matters concerning its role as the accounting firm of the Company.

Provisions

Article 143

Mandatory

Provisions

Article 194 Before the convening of the General Meeting, the Board may fill any casual vacancy in the office of the accounting firm, but while any such vacancy continues, other incumbent accounting firm, if any, may act.

Article 144

Mandatory

Provisions

Article 195 The Shareholders in General Meeting may, by ordinary resolution, remove an accounting firm before the expiration of its office, notwithstanding the stipulations in the contract between the Company and the accounting firm, but without prejudice to the accounting firm's right to claim, if any, for damages in respect of such removal.

Article 145 Mandatory Provisions Article 159 Guide to AoA

Article 196 The Company undertakes to provide the engaged accounting firm with true and complete accounting proofs, account books, financial and accounting reports and other relevant accounting materials, and may not refuse to provide or conceal any required information or make any false statements.

Article 160 Guide to AoA

Article 197	The remuneration of an accounting firm or the manner in which	Article 146
	such firm is to be remunerated shall be determined at General	Mandatory
	Meeting. The remuneration of an accounting firm appointed by	Provisions
	the Board shall be determined by the Board.	Article 161

		Guide to AoA
Article 198	The appointment, removal and non-reappointment of an	Article 147
	accounting firm by the Company shall be resolved by	Mandatory
	Shareholders in General Meeting. The resolution of the General	Provisions
	Meeting shall be filed with the securities regulatory authority of
	the State Council.
	Where it is proposed that any resolution be passed at a General	Article 9 Letter
	Meeting concerning the appointment of an accounting firm,	of Opinions on
	which is not an incumbent firm, to fill any casual vacancy in the	Supplementary
	office of the accounting firm, re-appointment of a retiring	Amendment
	accounting firm which was appointed by the Board to fill a	Sec. 1(e)(i),
	casual vacancy, or removal of the accounting firm before the	Appendix 13D
	expiration of its term of office, the following provisions shall	to the Main
	apply:	Board Listing
		Rules
	(1) A copy of the proposal about appointment or removal shall
	be sent to the firm proposed to be appointed or proposing to
	leave its post or the accounting firm which has left its post in the
	relevant fiscal year before notice of meeting is given to the
	Shareholders.
	Leaving includes leaving by removal, resignation and
	retirement.
	(2) If the leaving accounting firm makes representations in
	writing and requests the Company to notify the Shareholders of
	such representations, the Company shall (unless the
	representations are received too late) take the following
	measures:
	1. in any notice of meeting issued for making the resolutions,
	state the representations that has been made by the accounting
	firm which is about to leave the post; and
	2. send a copy of the such representations to each Shareholder
	who is entitled to obtain the notices of the General Meeting.
	94

(3) If the accounting firm's representations are not sent by the Company in accordance with the above provisions of item (2), the relevant accounting firm may require that the representations be read out at the General Meeting and make further appeal.

(4) An accounting firm which is leaving its post shall be entitled to attend the following meetings:

1. any General Meeting relating to the expiry of its term of office;

2. any General Meeting at which it is proposed to fill the vacancy caused by its removal; and

3. any General Meeting convened on its resignation.

The accounting firm leaving the post shall be entitled to receive all notices of, and other information relating to, any aforesaid meetings, and to speak at any aforesaid meeting in relation to matters concerning its role as the former accounting firm of the Company.

Article 199	Prior to the removal or the non-reappointment of an accounting	Article 148
	firm, notice of such removal or non-reappointment shall be	Mandatory
	given to the accounting firm concerned and such firm shall be	Provisions
	entitled to make representations at the General Meeting. Where	Article 162
	the accounting firm resigns from its post, it shall make clear to	Guide to AoA
	the General Meeting whether there has been any impropriety on
	the Company.
	(1) Any accounting firm may resign from its office by depositing	Article 10
	a resignation notice at the Company's registered office which	Letter of
	shall become effective on the date of such deposit or on such	Opinions on
	later date as may be stipulated in such notice. Such notice shall	Supplementary
	include the following:	Amendment
		Sec. 1(e)(ii),
	1. a statement to the effect that there are no circumstances	Appendix 13D
	connected with its resignation which it considers should be	to the Main
	brought to the notice of the Shareholders or creditors of the	Board Listing
	Company;	Rules
	2. a statement of any matters that should be given.
	95

	(2) Where a written notice is deposited under Clause (1) of this	Sec. 1(e)(iii),
	Article, the Company shall send a copy of the notice to the	Appendix 13D
	relevant competent authority within fourteen (14) days. If the	to the Main
	notice contains a representation referred to in Clause (1)2 of this	Board Listing
	Article, a copy of such representation shall be placed at the	Rules
	Company for Shareholders' inspection. The Company shall also
	send a copy of such representation to each Shareholder who is
	entitled to obtain the financial report of the Company by prepaid
	mail, at the addresses recorded in the register of shareholders.
	(3) Where the notice of resignation of an accounting firm	Sec. 1(e)(iv),
	contains a statement of any matters that should be given, the	Appendix 13D
	accounting firm may require the Board to convene an	to the Main
	Extraordinary General Meeting for the purpose of listening its	Board Listing
	explanation of the circumstances connected with its resignation.	Rules
	Chapter 18 Merger and Division of the Company
Article 200	In the event of the merger or division of the Company, a plan	Article 149
	shall be presented by the Board of the Company and shall be	Mandatory
	approved in accordance with the procedures stipulated in the	Provisions
	Articles of Association and the relevant examining and
	approving formalities shall be processed as required by law.
	Shareholders who oppose the plan of merger or division of the
	Company shall have the right to demand the Company or the
	Shareholders who consent to such plan to purchase their shares
	at a fair price. A special document containing the Company's
	resolution on the merger or division shall be prepared for
	inspection by the Shareholders.
	Unless otherwise stipulated by the stock exchange on which the
	Company's shares are listed and the securities regulatory
	authority of the listing location, the aforementioned documents
	shall be delivered to each holders of overseas-listed foreign
	shares by mail or by other delivery methods as stipulated in the
	Articles of Association.

Article 201	The merger of the Company may take the form of either merger	Article 150
	by absorption or merger by the establishment of a new company.	Mandatory
		Provisions
	In the event of a merger of the Company, the parties to the	Article 171
	merger shall execute a merger agreement and prepare balance	Guide to AoA
	sheets and inventories of assets. The Company shall notify its
	creditors within ten (10) days from the date on which the
	Company's resolution on merger is passed and shall make a
	public announcement in a newspaper within thirty (30) days	Article 172
	from the date of the Company's resolution on merger. The	Guide to AoA
	creditors may, within thirty (30) days from the receipt of the	Article 173
	aforesaid notice, or, if they have not received such notice, within	Company Law
	forty-five (45) days from the date of the aforesaid
	announcement, demand the Company to discharge its debts or
	provide corresponding guarantees.
	After the merger of the Company, the claims and debts of parties	Article 173
	to the merger shall be taken over by the continuing company or	Guide to AoA
	the newly established company resulting from the merger.	Article 174
		Company Law
Article 202	When the Company is divided, its assets shall be split up	Article 151
	accordingly.	Mandatory
		Provisions
	In the event of a division of the Company, all the parties	Article 172
	involved shall execute a division agreement and prepare balance	Guide to AoA
	sheets and inventories of assets. The Company shall notify its	Articles 175
	creditors within ten (10) days from the date on which the	and 176
	Company's resolution on division is passed and shall make an	Company Law
	announcement in a newspaper recognized by the stock exchange
	on which the Company's shares are listed within thirty (30) days
	from the date of the Company's resolution on division.
	Companies which exist after the division shall be liable for the	Article 175
	debts incurred by the Company before its division, unless	Guide to AoA
	otherwise agreed in a written agreement in relation to discharge
	of debts concluded before the division by the Company with its
	creditors.
	97

Article 203 When the merger or division of the Company involves changes in registered particulars, such changes shall be registered with the company registration authority in accordance with the law. When the Company is dissolved, the Company shall cancel its registration in accordance with the law. When a new company is established, its establishment shall be registered in accordance with the law.

Article 152 Mandatory Provisions Article 177 Guide to AoA

Chapter 19 Dissolution and Liquidation of the Company

Article 204 The Company shall be dissolved and liquidated upon the occurrence of any of the following events:

expiration of the business term;
a resolution for dissolution is passed at a General Meeting;
dissolution is necessary due to a merger or division of the Company;
the Company is declared bankrupt according to laws because it is unable to pay its due debts;
its business license is revoked, or it is ordered to close down or it is cancelled according to laws;
serious difficulties arise in the operation and management of the Company, its continued existence would cause material loss to the interests of the Shareholders and such difficulties cannot be resolved through other means, in which case, the Shareholders holding 10% or more of the total voting rights of the Company may file petition to a people's court to dissolve the Company;
other circumstances when the Company should be dissolved in accordance with laws and administrative regulations.

Article 153 Mandatory Provisions Article 178 Guide to AoA

Article 205 Where the Company is to be dissolved pursuant to items (1) and

of the preceding Article, a liquidation committee shall be set up within fifteen (15) days from the date when the dissolution of the cause occurs, the members of which shall be determined at the General Meeting by way of ordinary resolution.

Article 154 Mandatory Provisions Article 180 Guide to AoA

Where the Company is to be dissolved pursuant to items (4) and

of the preceding Article, the people's court shall, in accordance with the relevant laws, arrange for the Shareholders, relevant authorities and relevant professionals to set up a liquidation committee within fifteen (15) days from the date when the dissolution of the cause occurs, to carry out liquidation.

Where the Company is to be dissolved pursuant to item (5) of the preceding Article, the relevant competent authorities shall arrange for the Shareholders, relevant authorities and relevant professionals to set up a liquidation committee to carry out liquidation.

Article 206 Where the Board proposes to liquidate the Company (except for liquidation resulting from the Company's declaration of bankruptcy), the Board shall include a statement in its notice convening a General Meeting stating that, after making full inquiry into the affairs of the Company, the Board is of the opinion that the Company will be able to pay its corporate debts in full within twelve (12) months from the commencement of the liquidation.

Upon the passing of the resolution at a General Meeting for the liquidation, all functions and powers of the Board shall cease immediately.

The liquidation committee shall act in accordance with the instructions of the General Meeting to submit a report at least once every year to the General Meeting on the income and expenses of the liquidation committee, the business of the Company and the progress of the liquidation, and to present a final report to the General Meeting at the end of the liquidation.

Article 155

Mandatory

Provisions

Article 207	The liquidation committee shall, within ten (10) days of its	Article 156
	establishment, send notice to the creditors, and shall, within	Mandatory
	sixty (60) days of its establishment, make a public	Provisions
	announcement in a newspaper at least three (3) times. The
	liquidation committee shall register the creditor's rights.
Article 208	During the liquidation period, the liquidation committee shall	Article 157
	exercise the following functions and powers:	Mandatory
		Provisions
	(1) to sort out the assets of the Company and prepare a balance	Article 181
	sheet and an inventory of assets respectively;	Guide to AoA
	(2) to notify the creditors by notice or public announcements;
	(3) to dispose of any unfinished businesses of the Company in
	relation to the liquidation;
	(4) to pay all outstanding taxes as well as taxes arising in the
	course of liquidation;
	(5) to settle claims and debts;
	(6) to deal with the remaining assets after the debts of the
	Company are fully settled;
	(7) to represent the Company in any civil proceedings.
Article 209	After sorting out the assets of the Company, as well as preparing	Article 158
	the balance sheet and an inventory of assets, the liquidation	Mandatory
	committee shall formulate a liquidation plan and present it to the	Provisions
	General Meeting or to the relevant competent authority for	Article 183
	confirmation.	Guide to AoA
		Article 186
	The assets of the Company shall be paid in accordance with	Company Law
	following order: the payment of the liquidation expenses, wages,
	social insurance contribution and statutory compensation of the
	Company's employees, payment of outstanding taxes and
	settlement of the Company's debts.

100

After the expenses provided in the preceding paragraph are all settled, the Shareholders of the Company may allocate the remaining assets of the Company based on the class and proportion of the shares held by them. The property of the Company shall not be distributed to Shareholders before it is fully paid in accordance with the provisions of the preceding paragraph.

During the liquidation period, the Company continues to exist, but it shall not engage in any operation activities irrelevant to the liquidation.

Article 210 Where the Company is liquidated for dissolution, after the liquidation committee clears up the assets of the Company, and prepares the balance sheets and the inventory of assets, if the assets of the Company are found insufficient to settle the debts, it shall forthwith apply to the people's court for bankruptcy.

After the people's court declares the Company bankrupt, the liquidation committee shall pass the liquidation matters to the people's court.

Article 159 Mandatory Provisions Article 184 Guide to AoA

Article 211 Upon completion of the liquidation of the Company, the liquidation committee should prepare a liquidation report, an income and expenditure statement and financial account books for the liquidation period, and, after being examined and verified by PRC certified public accountants, submit the same to the General Meeting or the relevant competent authorities for confirmation. Within thirty (30) days from the date of confirmation by the General Meeting or the relevant competent authorities, the liquidation committee shall submit the above-mentioned documents to the company registration authority and apply for cancellation of the registration of the Company and make an announcement on the termination of the Company.

Article 160 Mandatory Provisions Article 185 Guide to AoA

Article 212 Members of the liquidation committee shall be faithful to their duty and fulfill the liquidation obligations in accordance with the laws.

101

Members of the liquidation committee shall not abuse their authority to accept bribery or other illegal income, nor embezzle the Company's assets.

Any member of the liquidation committee shall be liable for any losses suffered by the Company or the creditors as a result of his/her deliberate action or gross negligence.

Article 213 If the Company is declared bankruptcy according to laws, the bankruptcy liquidation shall be carried out in accordance with the laws and regulations concerning bankruptcy of the enterprise.

Chapter 20 Procedures for Amendments to the Articles of Association

of the Company

Article 214 The Company may amend the Articles of Association under the requirements of laws, administrative regulations and the Articles of Association.

The Company shall amend the Articles of Association under any of the following circumstances:

the Company Law or relevant laws and administrative regulations have been amended and any term contained in the Articles of Association are in conflict with such amended laws or administrative regulations;
the important matters set out in the Articles of Association have changed;
the General Meeting has resolved to amend the Articles of Association.

Article 215 Any amendment to the Articles of Association, for those involving the contents of the Mandatory Provisions, shall be effective upon approval by the Company's approval department authorized by the State Council and the securities regulatory authority of the State Council; for those subject to approval by

102

Article 161 Mandatory Provisions Article 188 Guide to AoA

Article 162

Mandatory

Provisions

the relevant regulatory authority, it shall be effective upon approval by such authority; for those involving the registration matters of the Company, the change registration shall be handled according to laws.

Chapter 21 Notices

Article 216 Unless otherwise specified in the Articles of Association, if a notice is issued by the Company to the holders of overseas-listed foreign shares by way of announcement, the Company shall on the same day submit an electronic version of such announcement to the Hong Kong Stock Exchange through the electronic publishing system of the Hong Kong Stock Exchange for immediate release on the website of the Hong Kong Stock Exchange in accordance with the requirements of the local listing rules. Such announcement shall also be published on the website of the Company at the same time. In addition, the notice shall be delivered to each of the registered addresses as set forth in the register of holders of overseas-listed foreign shares by hand or pre-paid mail so as to give the Shareholders sufficient notice and time to exercise their rights or take any action in accordance with the terms of the notice.

Holders of the Company's overseas -listed foreign shares may elect in writing to receive corporate communication that the Company is required to send to Shareholders either by electronic means or by mail, and may also elect to receive either the Chinese or English version only, or both the Chinese and English versions. Such holders shall have the right to change their choices as to the manner of receiving and the language versions of the aforesaid information by giving a written notice to the Company in advance within a reasonable period in accordance with applicable procedures.

Articles 7(1) and (3), Appendix 3 to the Main Board Listing Rules

Article 217 If a notice is delivered by mail, it is only necessary to specify the address, prepay the postage and put the notice into the envelope. The notice is deemed to be delivered when it is put into the

103

mailbox, and to have been served in forty-eight (48) hours afterwards.

The notice delivered by the Company to the holders of domestic shares shall be announced on one or more newspapers designated by the securities regulatory authority of the State Council. The notice is deemed to be served on all of the holders of domestic shares upon publish of the announcement.

Article 218 Notwithstanding the preceding provisions specifying that the Company shall provide with and/or deliver corporate communications in writing to the Shareholders, as regards the way to provide with and/or deliver corporate communications to the Shareholders according to the Listing Rules of the Hong Kong Stock Exchange, if the Company has obtained the Shareholders' written consent or deemed consent in advance in accordance with the relevant laws and regulations and Listing Rules of Hong Kong as amended from time to time, the Company may deliver or provide corporate communications to the Shareholders of the Company by electronic way or by way of announcement on the website of the Company. Corporate communications include but are not limited to: circulars, annual reports, interim reports, quarterly reports, notices of General Meetings and other types of corporate communications provided by the Listing Rules of Hong Kong.

Chapter 22 Settlement of Disputes

Article 219 The Company shall abide by the following principles for settlement of disputes:

(1)Whenever any disputes or claims arise between: (1) the Company and its Directors or senior management; and (2) holders of overseas listed foreign shares and the Company; holders of overseas listed foreign shares and the Directors, Supervisors, general managers or other senior management of the Company; or holders of overseas listed foreign shares and holders of domestic shares, in respect of any rights or obligations arising from the Articles of Association, the

104

Article 11

Letter of Opinions on Supplementary Amendment Article 163 Mandatory Provisions Articles 19A.54 and 19A.55 to the

Company Law and any other relevant laws and administrative regulations concerning the affairs of the Company, such disputes or claims shall be referred by the relevant parties to arbitration.

Where a dispute or claim of rights referred to in the preceding paragraph is referred to arbitration, the entire claim or dispute must be referred to arbitration. All persons who have a cause of action based on the same facts giving rise to the dispute or claim or whose participation is necessary for the resolution of such dispute or claim, shall, where such person is the Company, a Shareholder, Director, Supervisor, general manager or other senior management of the Company, comply with the arbitration.

Disputes in respect of the definition of Shareholders and the register of shareholders do not have to be resolved through arbitration.

A claimant may elect arbitration to be carried out at either the China International Economic and Trade Arbitration Commission in accordance with its rules or the Hong Kong International Arbitration Centre in accordance with its Securities Arbitration Rules. Once a claimant refers a dispute or claim to arbitration, the other party must submit to the arbitral body elected by the claimant.

If a claimant elects arbitration to be carried out at the Hong Kong International Arbitration Centre, any party may apply for a hearing to take place in Shenzhen in accordance with the Securities Arbitration Rules of the Hong Kong International Arbitration Centre.

If any disputes or claims of rights are settled by way of arbitration in accordance with item (1) of this article, the laws of the PRC shall apply, save as otherwise provided in the laws and administrative regulations.
The award of the arbitral body is final and shall be binding on the parties thereto.

Main Board Listing Rules

105

In the arbitration involving a Director, Supervisor, general manager or other senior management in accordance with item

above, the arbitration agreement is reached by the Director, Supervisor, general manager or other senior management, and the Company represents itself and represents each Shareholders.

Any reference to arbitration shall be deemed to authorize the arbitral tribunal to conduct hearing in open session and to announce its award.

Chapter 23 Supplementary Provisions

Article 220 The term "no less than" as mentioned herein shall i nclude the underlying figures; such terms "more than", "below" and "under" shall not include the underlying figures.

Article 221 The term "senior management" referred to in the Art icles of Association means the general manager, deputy general manager, secretary to the Board, chief accountant, chief engineer and other senior management employed by the Board. The "general manager", "deputy general manager" and "ch ief accountant" referred to herein shall have same mean ings with the "manager", "vice manager" and "the person in ch arge of finance" specified in the Company Law.

Article 195 Guide to AoA

Article 11 Guide to AoA

Article 222	References to any accounting firm in the Articles of Association Article 165
	of the Company shall have the same meaning as "audi tor".	Mandatory

Provisions

Article 223 The Articles of Association shall be written in Chinese. Where the versions written in other languages or other versions have different interpretations, the latest Chinese version approved and registered by the registration administration authority of the Company shall prevail. Where the versions written in other languages have different interpretations, the Chinese version shall prevail.

Article 194 Guide to AoA

106

The Articles of Association shall be interpreted by the Board of the Company. Any matters unspecified in the Articles of Association shall be determined by resolutions proposed by the Board at the General Meetings.

Article 224 Upon the listing of the H shares in issue of the Company on the Hong Kong Stock Exchange, the Articles of Association shall comply with the provisions of the Main Board Listing Rules and other laws and regulations, as amended from time to time. If the Articles of Association are not consistent with, contravene or in conflict with any applicable laws, regulations or the Main Board Listing Rules, it shall be amended in a timely manner in accordance with the relevant laws, regulations and the Main Board Listing Rules.

Article 196 Guide to AoA

Article 225 The Articles of Association shall be effective from the date on which the H shares publicly issued by the Company and listed on the Hong Kong Stock Exchange for trading, which are considered and approved by the General Meeting.

107

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Taizhou Water Group Co. Ltd. published this content on 09 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 March 2020 11:12:00 UTC

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