Shanghai Junshi Biosciences Co., Ltd.

1877

CNE100003FF7

Pharmaceuticals

Market Closed - Hong Kong S.E. Other stock markets 09:08:17 17/05/2024 BST			5-day change	1st Jan Change
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04-29	Shanghai Junshi Biosciences Co., Ltd. Reports Earnings Results for the First Quarter Ended March 31, 2024	CI
04-25	Shanghai Junshi Biosciences Receives Hong Kong Approval for Cancer Drug Toripalimab	MT

Shanghai Junshi Biosciences : ARTICLES OF ASSOCIATION

February 03, 2020 at 02:16 pm

ARTICLES OF ASSOCIATION

SHANGHAI JUNSHI BIOSCIENCES CO., LTD.*

上海君實生物醫藥科技股份有限公司

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

(Stock code: 1877)

	CONTENTS
Chapter 1	General Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Chapter 2	Objective and Scope of Operation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Chapter 3	Shares, Registered Capital and Share Transfers . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Chapter 4	Reduction and Repurchase of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Chapter 5	Financial Assistance for Purchase of Shares of the Company . . . . . . . . . . . . . . .	14
Chapter 6	Share Certificates and Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Chapter 7	Shareholders' Rights and Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Chapter 8	General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
Chapter 9	Special Voting Procedures for Class Shareholders. . . . . . . . . . . . . . . . . . . . . . . .	44
Chapter 10	Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
Chapter 11	Secretary to the Board of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	56
Chapter 12	General Manager of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	58
Chapter 13	Board of Supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	60
Chapter 14	Qualifications and Obligations of the Directors, Supervisors,
	General Manager and other Senior Management Members of the Company . .	63
Chapter 15	Financial and Accounting Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	72
Chapter 16	Profit Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	73
Chapter 17	Appointment of Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	76
Chapter 18	Notice, Public Announcement,
	Information Disclosure and Investor Management . . . . . . . . . . . . . . . . . . . . . .	79
Chapter 19	Merger and Division of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	82
Chapter 20	Dissolution and Liquidation of the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . .	83
Chapter 21	Procedures for Amendment to the Articles of Association. . . . . . . . . . . . . . . . . .	86
Chapter 22	Settlement of Disputes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	86
Chapter 23	Supplementary Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	88

Note: In terms of margin notes to these Articles of Association, "Company Law" refers to the Company Law of the People' s Republic of China as amended and passed at the sixth meeting of the 13th session of the Standing Committee of the National People' s Congress of the People' s Republic of China held on 26 October, 2018, effective from 26 October, 2018; "Mandatory Provisions" refers to the Mandatory Provisions for Companies Listing Overseas (Zheng Wei Fa [1994] No. 21) jointly issued by the former State Council Securities Policy Committee and the former State Commission for Restructuring the Economic System; "Letter of Opinions on Supplementary Amendment" refers to the Letter of Opinions on the Amendments to Articles of Association of Companies Listed in Hong Kong" (Zheng Jian Hai Han [1995] No. 1) jointly issued by the Overseas-Listing Department of the CSRC and the former Production System Department of the former State Commission for Restructuring the Economic System; "Opinions on Further Promotion of Standardized Operations of Overseas Listed Companies and Deepening of Reform" refers to the Opinions on Further Promotion of Standardized Operations of Overseas Listed Companies and Deepening of Reform (Guo Jing Mao Qi Gai [1999] No. 230) jointly issued by the CSRC and the former State Economic and Trade Commission; "Appendix 3 of Hong Kong Listing Rules" refers to the Appendix 3 "Articles of Association" of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited issued by The Stock Exchange of Hong Kong Limited; "Appendix 13D of Hong Kong Listing Rules" refers to Part D "The People' s Republic of China" under Appendix 13 "Additional Requirements in Respect of Certain Jurisdictions" of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; and "Appendix 14 of Hong Kong Listing Rules" refers to Appendix 14 "Corporate Governance Code and Corporate Governance Report" of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Article 1

Article 2

Article 3

Article 4


Chapter 1	General Provisions
Shanghai Junshi Biosciences Co., Ltd.* (上海君實生物醫藥科技股份有限公 Article
司) (the "Company" ) is a joint stock company with limited liability incorporated	1 of the
Mandatory
in accordance with	the	Company Law of the People' s Republic of China	(the	Provisions
"Company Law" ),	the	Securities Law of the People' s Republic of China	(the	Section 1(a)
of Appendix
"Securities Law" ), the Special Regulations of the State Council on the Overseas	13D of Hong
Offering and Listing of Shares by Joint Stock Limited Companies, the Mandatory	Kong Listing
Rules
Provisions for Companies	Listing Overseas (the "Mandatory Provisions" ),	the	Article
Letter of Opinions on the Amendments to Articles of Association of Companies	81(3) of the
Company

Listed in Hong Kong of the Overseas-Listing Department of the CSRC and the Law Production System Department of the State Commission for Restructuring the Economic System, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules" ) and other relevant regulations.

The Company was established by Shanghai Junshi Biosciences Co., Ltd.* (上海君實生物醫藥科技有限公司) by way of entire transformation and registered at

the Shanghai Administration for Industry and Commerce on 5 May, 2015 with a business license granted. The registration number is 310115002060080.

The promoters of the Company are: Xiong Fengxiang (熊鳳祥), Suzhou Ruiyuan

Shengben Biological Medicine Management Partnership (LP)* (蘇州瑞源盛本生物醫藥管理合夥企業（有限合夥)), Du Yali (杜雅勵), Wu Yang (武洋), Feng Hui (馮輝), Liu Xiaoling (劉小玲), Wu Jun (吳軍), Wang Lifang (王莉芳), Shenzhen Benyu Tianyuan Biological Technology Partnership (LP)* (深圳本裕天源生物科技有限合夥企業（有限合夥)), Ma Jing (馬靜), Li Cong (李聰), Shen Chun (沈淳), Shanghai Baoying Asset Management Co., Ltd.* (上海寶盈資產管理有限公司),

Liu Jiankun (劉建坤), Huang Fei (黃菲), Zhou Yuqing (周玉清), Xiong Jun (熊

俊), Zhao Yun (趙雲), Jiangsu Yatong Asset Management Co., Ltd.* (江蘇亞通資產管理有限公司), Zhong Lu (鍾鷺), Liu Shaolan (劉少蘭), Nanjing Runjiajiuxi Investment Partnership (LP)* (南京潤嘉久熙投資合夥企業（有限合夥)), Chen Mingxi (陳銘錫), Jin Mingzhe (金明哲), Dai Longlin (戴龍林), Yang Fan (楊帆),

Shanghai Yingding Investment Management Partnership (LP)* (上海盈定投資管理合夥企業（有限合夥)) and He Min (賀敏).

Chinese registered name of the Company: 上海君實生物醫藥科技股份有限公司	Article 2 of
	the Mandatory
	Provisions
English name of the Company: Shanghai Junshi Biosciences Co., Ltd.	Article
	81(1) of the
	Company Law
Address of the Company: Level 13, Building 2, Nos. 36 and 58, Hai Qu Road,	Article
China (Shanghai) Pilot Free Trade Zone	3 of the
Mandatory
	Provisions
Telephone: 021-2250-0300
Fax: 021-8016-4691	Article
81(1) of the

	Company
Postal code: 201203	Law

The Company' s legal representative is the chairman of the board of directors (the	Article 4 of
"Board" ) of the Company, who represents the Company externally.	the Mandatory
Provisions
	Article
	81(7) of the
	Company Law

Article 5

Article 6

Article 7

Article 8

Article 9

The registered capital of the Company is RMB784,146,500.	Article

	81(4) of the
The Company is a joint stock limited company in perpetual existence.	Company Law
Article 5 of

	the Mandatory
	Provisions

These Articles of Association of Shanghai Junshi Biosciences Co., Ltd.* (上海君實生物醫藥科技股份有限公司) (the "Articles of Association" ) has been approved Article

6 of the

by a special resolution at a general meeting of the Company. Upon approval by the MandatoryProvisions relevant State departments and regulatory authorities, the Articles of Association

shall take effect on the date on which the overseas-listed foreign shares of the Company are listed and commence dealings on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange" ), and shall supersede previous articles of association and its amendments filed with the competent administration for industry and commerce.

From the effective date of the Articles of Association, the Articles of Association shall become a legally binding document which regulates the Company' s organization and acts, the rights and obligations between the Company and shareholders, and amongst the shareholders.

The Articles of Association shall be binding on the Company and its shareholders,	Article
directors, supervisors, general manager and other senior management, and the	7 of the
Mandatory
above-mentioned persons shall be entitled to make claims on matters relating to	Provisions
the Company in accordance with the Articles of Association.
Subject to compliance of Article 223 of the Articles of Association, pursuant to
the Articles of Association, a shareholder can sue the Company; the Company
can sue its shareholder(s); a shareholder can sue another shareholder(s); and a
shareholder can sue the directors, supervisors, general manager and other senior
management.
The term "sue" as mentioned in the preceding paragraph shall include the
initiation of proceedings in a court or application to an arbitration organization for
arbitration.
The term "other senior management" as mentioned in the Articles of Association
shall include the vice general manager(s), the chief financial officer and the
secretary to the Board.
The Company may invest in other limited liability companies and joint stock	Article
limited companies and undertake liabilities for the invested company as limited	8 of the
Mandatory
to the capital contribution made by it provided that, unless otherwise provided	Provisions
by laws, the Company shall not become an investor that is jointly and severally	Article 15 of
the Company
liable for the liabilities owed by the invested company. Upon the approval of	Law
the relevant government departments, the Company may set up subsidiaries or
branch institutions such as branches, representative offices and offices in foreign
countries or in the Hong Kong Special Administrative Region ( "Hong Kong" ),
Macau Special Administrative Region and Taiwan, based on the needs for its
business development.

Article 10

Article 11

Article 12

Article 13

Chapter 2 Objective and Scope of Operation
The operation objective of the Company is: to bring benefits to patients through	Article
technologies as driven by innovation, and to create maximum value for its	9 of the
Mandatory
shareholders through innovation.	Provisions

The Company' s scope of operation shall be consistent with the scope of operation	Article
approved by the authority responsible for the Company' s registration.	10 of the
Mandatory
	Provisions
The scope of operation of the Company: research and development of biologic	Article
drugs, provision of relevant technology development, technology consultation,	81(2) of the
Company
technology transfer and technology service, as well as import and export of goods	Law
and technologies. Drug wholesale, entrusted manufacturing of drugs (for details,
please refer to the drug registration documents of the drug marketing license
holder) (Businesses subject to approvals under laws shall be carried out upon
approval by the relevant authorities)
Upon approval by the general meeting and relevant government authorities (if
needed), the Company may, in light of changes in domestic or overseas markets,
the development of its businesses and its own capabilities, lawfully adjust its
scope of operation and complete relevant formalities for such adjustment.
Chapter 3 Shares, Registered Capital and Share Transfers
The Company shall have ordinary shares at all times. It may have other classes of	Article
shares as needed, upon approval by the competent authorities authorized by the	11 of the
Mandatory
State Council.	Provisions

The Company' s shares shall be in the form of share certificates. All the shares	Article
issued by the Company shall have a par value which shall be RMB1 for each	12 of the
Mandatory
share.	Provisions

The "RMB" as mentioned in the preceding paragraph refers to the lawful currency Article

of the People' s Republic of China.	81(4) of the
Company
	Law

The Company' s shares shall be issued based on the principles of fairness and justice. Shares of the same class shall carry equal rights. For the same class of shares of the same issuance, each share shall be issued at the same price and subject to the same conditions. Any entity or individual shall pay the same price per share for any such shares subscribed. Domestic shares and overseas listed foreign shares issued by the Company shall enjoy equal rights in the distribution of dividends or distributions in any other forms.

Article 14

Article 15

Article 16

Article 17

The Company may issue shares to investors inside the PRC and investors outside the PRC upon approval by securities regulatory and administrative authorities under the State Council.

The term "investors outside the PRC" as mentioned in the preceding paragraph shall refer to investors from foreign countries or Hong Kong, Macau or Taiwan that subscribe for shares issued by the Company. The term "investors inside the PRC" shall refer to investors within the People' s Republic of China, excluding the above-mentioned regions, that subscribe for the shares issued by the Company.

The shares issued by the Company to investors inside the PRC for subscription in RMB shall be referred to as "domestic shares" . The shares issued by the Company to investors outside the PRC for subscription in foreign currencies shall be referred to as "foreign shares" . The foreign shares that are listed overseas shall be referred to as "overseas-listed foreign shares" . A holder of domestic shares and a holder of overseas-listed foreign shares are both holders of ordinary shares, and shall enjoy equal obligations and rights.

The term "foreign currencies" as mentioned in the preceding paragraph shall refer to the lawful currencies in other countries or regions (other than RMB), which are recognized by State' s foreign exchange authority and acceptable to pay for the shares to the Company.

The overseas-listed foreign shares issued by the Company and listed in Hong Kong shall be referred to as H shares. H shares shall refer to shares with a par value denominated in RMB, which are approved by the Hong Kong Stock Exchange for listing and will be subscribed for and traded in Hong Kong dollars.

Upon approval by the authorities authorized by the State Council, 14,700,000 ordinary shares were issued to promoters upon the establishment of the Company, which were wholly subscribed and held by promoters. The name of promoters of the Company, number of shares subscribed, as well as method and date of capital contribution are set out below:

Article

13 of the Mandatory Provisions

Article

14 of the Mandatory Provisions

Article

15 of the Mandatory Provisions

Article 81(5) of the Company Law

	Number of
	shares	Shareholding	Method of capital	Date of capital
Name of shareholders	(' 0000)	(%)	contribution	contribution
Xiong Fengxiang (熊鳳祥)	366.00	24.90	Net assets into shares	2015.05.05
Suzhou Ruiyuan Shengben Biological Medicine	272.40	18.53	Net assets into shares	2015.05.05
Management Partnership (LP)* (蘇州瑞源盛本
生物醫藥管理合夥企業（有限合夥))
Du Yali (杜雅勵)	185.20	12.60	Net assets into shares	2015.05.05
Wu Yang (武洋)	137.80	9.37	Net assets into shares	2015.05.05
Feng Hui (馮輝)	109.50	7.45	Net assets into shares	2015.05.05
Liu Xiaoling (劉小玲)	53.80	3.66	Net assets into shares	2015.05.05
Wu Jun (吳軍)	53.80	3.66	Net assets into shares	2015.05.05
Wang Lifang (王莉芳)	53.80	3.66	Net assets into shares	2015.05.05
Shenzhen Benyu Tianyuan Biological Technology	28.75	1.96	Net assets into shares	2015.05.05
Partnership (LP)* (深圳本裕天源生物科技
有限合夥企業（有限合夥))
Ma Jing (馬靜)	26.90	1.83	Net assets into shares	2015.05.05
Li Cong (李聰)	22.86	1.56	Net assets into shares	2015.05.05
Shen Chun (沈淳)	17.20	1.17	Net assets into shares	2015.05.05
Shanghai Baoying Asset Management Co., Ltd.*	16.20	1.10	Net assets into shares	2015.05.05
(上海寶盈資產管理有限公司)
Liu Jiankun (劉建坤)	15.60	1.06	Net assets into shares	2015.05.05
Huang Fei (黃菲)	14.60	0.99	Net assets into shares	2015.05.05
Zhou Yuqing (周玉清)	13.80	0.94	Net assets into shares	2015.05.05
Xiong Jun (熊俊)	13.20	0.90	Net assets into shares	2015.05.05
Zhao Yun (趙雲)	10.20	0.69	Net assets into shares	2015.05.05
Jiangsu Yatong Asset Management Co., Ltd.*	9.00	0.61	Net assets into shares	2015.05.05
(江蘇亞通資產管理有限公司)
Zhong Lu (鍾鷺)	8.75	0.60	Net assets into shares	2015.05.05
Liu Shaolan (劉少蘭)	8.10	0.55	Net assets into shares	2015.05.05
Nanjing Runjiajiuxi Investment Partnership (LP)*	8.07	0.55	Net assets into shares	2015.05.05
(南京潤嘉久熙投資合夥企業（有限合夥))
Chen Mingxi (陳銘錫)	5.38	0.37	Net assets into shares	2015.05.05
Jin Mingzhe (金明哲)	4.93	0.34	Net assets into shares	2015.05.05
Dai Longlin (戴龍林)	4.48	0.30	Net assets into shares	2015.05.05
Yang Fan (楊帆)	4.43	0.30	Net assets into shares	2015.05.05
Shanghai Yingding Investment Management	3.50	0.24	Net assets into shares	2015.05.05
Partnership (LP)* (上海盈定投資管理合夥
企業（有限合夥))
He Min (賀敏)	1.75	0.12	Net assets into shares	2015.05.05
Total	1,470.00	100.00	-	-

Article 18

Article 19

Article 20

Article 21

Article 22

Upon establishment of the Company, as approved by the securities regulatory authorities under the State Council, the Company issued 158,910,000 overseas-listed foreign shares (prior to the exercise of the over-allotment option), which were listed on the Hong Kong Stock Exchange on 24 December, 2018. Upon the exercise of the over-allotment option, the Company issued additional 23,836,500 overseas-listed foreign shares, which were listed on the Hong Kong Stock Exchange on 9 January, 2019.

Upon the completion of the initial public offering of overseas-listed foreign shares of the Company, the share capital of the Company will be 784,146,500 shares, including 601,400,000 domestic shares and 182,746,500 overseas-listed foreign shares.

After the plans for issuing overseas-listed foreign shares and domestic shares have been approved by the securities regulatory authorities under the State Council, the Board of the Company may arrange for implementation of such plans by means of separate issuances.

The Company' s plan for separate issuance of overseas-listed foreign shares and domestic shares in accordance with the preceding paragraph may be implemented separately within 15 months upon approval by the securities regulatory authorities under the State Council.

Where the Company issues overseas-listed foreign shares and domestic shares separately within the total number of shares specified in the issuance plans, such shares shall be fully subscribed in one single issuance. Where special circumstances make it impossible for every such single issuance to be fully subscribed, the shares may be issued in several tranches, subject to the approval of the securities regulatory authorities under the State Council.

Upon the establishment of the Company by way of entire transformation, its registered capital is RMB14,700,000. Prior to the issuance of H shares, the registered capital of the Company is RMB601,400,000, with total shares of 601,400,000 shares.

Upon the completion of the issuance of H shares of the Company, the registered capital of the Company is RMB784,146,500 on the listing date. Base on the actual issuance, the Company shall complete corresponding registration procedures for the change in registered capital at the administration for industry and commerce, and submit the filing with securities regulatory authorities under the State Council.

Unless otherwise provided by the laws and administrative regulations, shares of the Company are freely transferable and are not subject to any lien.

Shares issued by the Company but not listed on the stock exchanges within or outside the PRC are referred to as unlisted shares. Upon approval by securities regulatory authorities under the State Council, shareholders of unlisted shares of the Company can transfer their respective shares to overseas investors, and can be listed and traded in the overseas stock exchanges. The listing and trading of the transferred shares on the overseas stock exchanges shall also in all respects comply with the regulatory procedures, regulations and requirements prescribed by the relevant overseas stock exchanges. No class meeting is required to be held for the transferred shares that are listed and traded on the overseas stock exchange. Upon listing in overseas stock exchanges, the unlisted shares shall be as the same class of original overseas listed foreign shares, i.e. overseas listed shares.

Article

16 of the Mandatory Provisions

Article

17 of the Mandatory Provisions

Article

18 of the Mandatory Provisions

Article

19 of the Mandatory Provisions

Article 81(4) of the Company Law

Article

21 of the Mandatory Provisions

Rule 1(2) of

Appendix 3

of Hong Kong

Listing Rule

Article 23

Article 24

Article 25

Chapter 4 Reduction and Repurchase of Shares

Based on the capital needs for its operation and development, the Company may, Article

20 of the

in accordance with the provisions under the laws, regulations and the Articles Mandatory of Association and upon approval by way of special resolutions at the general Provisions

meeting, increase its capital by the following methods:

issuing new shares to unspecified investors;
placing new shares with existing shareholders;
giving new shares to existing shareholders;
issuing new shares to specified investors;
converting capital reserve into shares;
other means as permitted by the laws and administrative regulations.

The Company' s increase of capital by issuing new shares shall be carried out in accordance with the procedures specified in the relevant State laws, administrative regulations and relevant regulatory rules in the place where the Company' s shares are listed, after having been approved in accordance with the Articles of Association.

Existing shareholders shall have no pre-emptive rights on shares publicly or non-publicly issued by the Company.

The Company may sell the shares of which	the shareholder(s) is or are not	Rule 13(2) of
available and keep the proceeds, provided that:		Appendix 3
	of Hong Kong
		Listing Rule

for at least three (3) times dividends be proposed in respect of the relevant shares within twelve (12) years, where the shareholder(s) does not or do not claim any of dividends; and

(2) after expiration of the twelve (12)-year period, the Company shall give a notice of its intention to sell the shares by way of an advertisement in newspapers upon approval by securities regulatory authorities under the State Council, and notify such securities authorities and the relevant overseas stock exchanges and the relevant securities regulatory authorities in such places where the Company' s shares are listed.

The Company may reduce its registered capital pursuant to the provisions of the Article

22 of the

Articles of Association.Mandatory

Provisions

Article 26

Article 27

Article 28

Where the Company reduces its registered capital, it must prepare a balance sheet and an inventory of assets.

The Company shall notify its creditors within 10 days from the date of the Company' s resolution for reduction of registered capital and shall publish a public announcement in newspapers within 30 days from the date of such resolution. A creditor shall be entitled, within 30 days from the date of receipt of the notice from the Company or, in case of a creditor who has not received such notice, within 45 days from the date of the public announcement, to require the Company to repay its debts or provide a corresponding guarantee for such debts.

The Company' s registered capital after the capital reduction shall not be less than the minimum statutory amount.

The Company may repurchase its own shares after completing the procedures as stipulated in the Articles of Association and with the approval of the relevant State authorities under the following circumstances:

to cancel shares for the purpose of reducing the registered capital of the Company;
to merge with other companies that hold shares in the Company;
to use the shares for Employee Stock Ownership Plan or as equity incentives;
to acquire the shares of shareholders (upon their request) who vote against to any resolution adopted at any general meetings on the merger or division of the Company;
to use the shares in the conversion of the convertible corporate bonds issued by the Company;
necessary for the Company to protect the Company value and the shareholders' equity;
other circumstances as permitted by the laws and administrative regulations.

The Company shall not trade the Company' s shares save and except for the aforesaid conditions.

Upon approval of the repurchase of its own shares of the Company by the relevant State authorities, it may proceed in any of the following manners:

making a repurchase offer in proportion to respective shareholdings of all shareholders;
repurchase through open transactions on a stock exchange;
repurchase by an agreement outside a stock exchange;
other means recognized by regulatory authorities.

Article

23 of the Mandatory Provisions

Article 177 of

the Company

Law

Article

24 of the Mandatory Provisions

Article 142(1) of the Company Law

Article

25 of the Mandatory Provisions

Article 29

Article 30

Article 31

If the Company intends to repurchase its shares in the situations set out under sub-paragraph (3), sub-paragraph (5) and sub-paragraph (6) of Article 27, the repurchase shall be conducted through public and centralized trading.

In the event of a repurchase of its own shares by the Company for the reasons under sub-paragraphs (1) to (3) of Article 27 hereof or by an agreement outside of a stock exchange, prior approval shall be obtained from the shareholders at a general meeting in accordance with the procedures specified in the Articles of Association. Upon obtaining further prior approval of the shareholders at the general meeting in the same manner, the Company may terminate or amend contracts concluded in the manner set forth above or waive any of its rights under such contracts.

The contracts for the repurchase of shares referred to in the above paragraph include (but not limited to) agreements whereby repurchase obligations are undertaken and repurchase rights are acquired.

The Company may not assign contracts for the repurchase of its own shares or any of its rights thereunder.

The price per share for repurchasing the Company' s own redeemable shares proposed to be made otherwise than by open transaction or offering shall be capped at a maximum price; where the repurchasing is proposed to be made by way of offering, such offering shall be made available to all holders of such shares on the same conditions.

If the Company repurchases its own shares in accordance with laws under the circumstances set forth in sub-paragraph (1) of Article 27 of the Articles of Association, the shares so repurchased shall be cancelled within 10 days from the date of repurchase. In the event of the circumstances set forth in sub-paragraphs

and (4) of Article 27, the shares so repurchased shall be transferred or cancelled within six (6) months. If the Company repurchases its own shares in accordance with sub-paragraph (3), sub-paragraph (5) and sub-paragraph (6) of Article 27, the total number of shares of the Company held by the Company shall not exceed 10% of the total shares issued by the Company, and the shares so repurchased shall be transferred or cancelled in 3 years.

Upon the cancellation or repurchase of shares by the Company in accordance with laws, the Company shall apply to the Company' s original registration authorities for registration of the change in its registered capital and publish relevant announcement.

The aggregate par value of the cancelled shares shall be deducted from the Company' s registered capital.

Article

26 of the Mandatory Provisions

Article 142 of

the Company

Law

Rules 8(1) and (2) of Appendix 3 of Hong Kong Listing Rule

Article

27 of the Mandatory Provisions

Article 142 of

the Company

Law

Article 32 Unless the Company is in the course of liquidation, it must comply with the following provisions in relation to repurchasing its issued and outstanding shares:

where the Company repurchases shares at par value, payment shall be made out of the book balance of distributable profits of the Company and/or out of the proceeds from new shares issued for such purpose;
where the Company repurchases shares at a premium to the par value, payment up to the par value may be made out of the book balance of distributable profits of the Company and/or out of the proceeds from new shares issued for that purpose. Payment of the portion in excess of the par value shall be effected as follows:
1. if the shares being repurchased were issued at 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 the par value, payment shall be made out of the book balance of distributable profits of the Company and/or out of the proceeds from new shares issued for that purpose, provided that the amount paid out of such proceeds shall not exceed the aggregate of the premiums received on the issue of the shares repurchased nor shall it exceed the book value of the Company' s premium account (or capital common reserve account) (including the premiums on the new issue) at the time of the repurchase;
the Company shall make payments for the following applications out of the Company' s distributable profits:

Article

28 of the Mandatory Provisions

1. acquisition of the right to repurchase its own shares;
2. modification of any contract for the repurchase of its shares;
3. release of its obligation(s) under any contract for repurchasing its shares;
after the Company' s registered capital has been reduced by the aggregate par value of the cancelled shares in accordance with relevant regulations, the amount deducted from the distributable profits for payment of the par value of the repurchased shares shall be transferred to the Company' s premium account (or capital common reserve account).

Chapter 5 Financial Assistance for Purchase of Shares of the Company

Article 33

Article 34

Article 35

The Company or its subsidiaries shall not, by any means at any time, provide any form of financial assistance to a person who purchases or intends to purchase shares in the Company. The person who purchases shares in the Company set forth above includes any person who directly or indirectly assumes any obligations as a result of the acquisition of shares in the Company.

Neither the Company nor its subsidiaries shall, by any means at any time, provide financial assistance to such person for the purposes of reducing or discharging the obligations assumed by such person.

This Article shall not apply to the circumstances referred to in Article 35 in the Articles of Association.

For the purposes of this chapter, the term "financial assistance" shall include (but not limited to):

gifts;
guarantee (including the assumption of liability 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;
provision of a loan or entering into any other agreement under which the obligations of the Company are to be fulfilled prior to the fulfillment of obligations of another party to the agreement, or a change in the parties to, or the assignment of rights under, such loan or agreement; and
any other form of financial assistance given by the Company when the Company is insolvent or has no net asset or when its net assets would thereby be reduced to a material extent.

For the purposes of the Articles of Association, the "assumption of obligations" means the assumption of obligations by way of contract or by way of arrangement (irrespective of whether such contract or arrangement is enforceable or not, and irrespective of whether such obligations are to be borne by the obligor solely or jointly with other persons), or by any other means which results in a change in the Company' s financial position.

The following acts shall not be deemed to be prohibited under Article 33 of the Articles of Association:

the provision of financial assistance by the Company where the financial assistance is provided in good faith in the interests of the Company and the principal purpose of which is not for the acquisition of shares in the Company, or where the provision of financial assistance is an incidental part of certain overall plan of the Company;
the lawful distribution of the Company' s properties by way of dividends;

Article

29 of the Mandatory Provisions

Article

30 of the Mandatory Provisions

Article

31 of the Mandatory Provisions

the allotment of bonus shares as dividends;
a reduction in registered capital, repurchase of shares or adjustment of the share capital structure effected in accordance with the Articles of Association;
the provision by the Company of a loan within its scope of operation 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 net assets are thereby reduced, the financial assistance is provided out of its distributable profits); and
the monetary contribution by the Company to the employee share option schemes (provided that the net assets of the Company are not thereby reduced or that, to the extent that the net assets are thereby reduced, the financial assistance is provided out of its distributable profits).

Chapter 6 Share Certificates and Register of Members

Article 36 The share certificates of the Company shall be in registered form.

China Securities Depository and Clearing Co., Ltd. shall serve as the registrar of shares held by domestic shareholders of the Company. Register of members of domestic shareholders and their shareholding are subject to the records under the security record system of China Securities Depository and Clearing Co., Ltd. H shares of the Company can be deposited at custodian under Hong Kong Securities Clearing Company Limited or held under the name of individual shareholder.

In addition to those provided in the Company Law, a share certificate of the Company shall also contain any other items required to be specified by the stock exchange where the Company' s shares are listed.

During the period of H shares being listed on the Hong Kong Stock Exchange, the Company must ensure that all ownership documents (including share certificates of H shares) for all of its shares listed in the Hong Kong Stock Exchange always include the following statements:

The acquirer of shares agrees with the Company and each shareholder of the Company, and the Company agrees with each shareholder, to observe and comply with the Company Law and other requirements related to the laws, administrative regulations and the Articles of Association.

Article

32 of the Mandatory Provisions

Rule 19A.52

of Hong Kong

Listing Rule

Article 37

Article 38

The acquirer of shares agrees with the Company, each shareholder, director, supervisor, general manager and other senior management members of the Company and the Company acting for itself and for each director, supervisor, general manager and other senior management member agrees with each shareholder to refer all disputes and claims arising from the Articles of Association or any right or obligation conferred or imposed by the Company Law or other relevant PRC laws and administrative regulations concerning the affairs of the Company to arbitration in accordance with the Articles of Association, and any reference to arbitration shall be deemed to authorize the arbitration tribunal to conduct hearing in open session and to publish its award. Such arbitration shall be final and conclusive.
The acquirer of shares agrees with the Company and each shareholder of the Company that shares in the Company are freely transferable by the holder thereof.
The acquirer authorizes the Company to enter into a contract on his behalf with each director, general manager and other senior management member whereby such directors, general manager and other senior management members undertake to observe and comply with their obligations to shareholders stipulated in the Articles of Association.

The Company shall instruct and cause 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 statements above.

The Company shall not accept the Company' s shares as the object of a pledge. Shares of the Company can be transferred, given, inherited and pledged in accordance with the relevant laws, administrative regulations and the Articles of Association. Transfer and assign of shares shall be registered with the share registrar appointed by the Company

The share certificates shall be signed by the chairman of the Board. Where the stock exchange where the shares of the Company are listed requires the share certificates to be signed by other senior management, the share certificates shall also be signed by such senior management. The share certificates shall take effect after being affixed or printed with the seal of the Company. The share certificates shall only be affixed with the Company' s seal or printed with the seal of the Company with the authorization of the Board. The signatures of the chairman of the Board or other relevant senior management on the share certificates may also be in printed form. Where the shares of the Company are issued and traded in a paperless form, it shall comply with regulations otherwise stipulated by the securities regulatory authority and the stock exchange of the place where the Company' s shares are listed.

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

Article 142 of

the Company

Law

Article 33 of

the Mandatory

Provisions

Article 1 of

Letter of Opinions on Supplementary Amendment

Rule 2(1) of

Appendix 3 of

Hong Kong

Listing Rule

Rule 2(2) of

Appendix 3

of Hong Kong

Listing Rule

Article 39 The Company shall keep a register of members, which shall contain the following particulars:

the name, address (place of domicile), occupation or nature of business 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 each shareholder was registered as a shareholder;

Article

34 of the Mandatory Provisions

the date on which any shareholder ceased to be a shareholder.

Unless there is evidence to the contrary, the register of members shall be the sufficient evidence of the shareholders' shareholding in the Company.

In compliance with the Articles of Association and other applicable regulations, once the Company' s shares were transferred, the name of the transferee, as the holder of such shares, shall be recorded in the register of members.

All actions or transfers in relation to overseas-listed foreign shares shall be registered in the register of members in the place where the overseas-listed foreign shares are listed pursuant to the Articles of Association.

Where two or more persons are registered as the joint holders of any shares, they shall be deemed as the joint owners of such shares, provided that they are subject to the following constraints:

the Company shall not register more than four (4) persons as the joint holders of any share(s);
all the joint holders of any share(s) shall be jointly and severally liable for payment of all amounts due from such share(s);
if one of the joint shareholders is deceased, only the surviving persons among the joint shareholders shall be regarded as the owners of relevant shares of the Company, provided that the Board shall have the right to require the surviving persons to provide a certificate of death which the Board deem appropriate for the purpose of changing the register of shareholders; and

Section 1(b)

of Appendix

13D of Hong

Kong Listing

Rules

Rule 1(3) of

Appendix 3

of Hong Kong

Listing Rule

Article 40

Article 41

as far as joint shareholders of any shares are concerned, only the joint shareholder whose name appears first in the register of shareholders has the right to receive the share certificates of the relevant shares from the Company, to receive notices of the Company; and any notice served on such a shareholder shall be deemed as having been served on all the other joint shareholders of those shares.

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

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

The Company shall maintain a duplicate of the register of holders of overseas-listed foreign shares at its place of domicile. The appointed overseas agent(s) shall ensure consistency between the original version and the duplicate register of holders of overseas-listed foreign shares at all times.

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

The Company shall maintain a complete register of members.

The register of members shall include the following parts:

the register of members which is maintained at the Company' s place of domicile (other than those share registers which are described in paragraphs
(2) and (3) of this Article);
the register of members in respect of the holders of overseas-listed foreign shares of the Company which is maintained at the place where the overseas stock exchange on which the shares are listed is located;
the register of members which is maintained in such other place as the Board may consider necessary for the purpose of listing of the Company' s shares.

Article 35 of

the Mandatory

Provisions

Article 2 of

Letter of Opinions on Supplementary Amendment

Section 1(b) of Appendix 13D of Hong Kong Listing Rules

Article

36 of the Mandatory Provisions

Article 42

Article 43

Different parts of the register of members shall not overlap one another. No transfer of the shares registered in any part of the register shall, during the existence of that registration, be registered in any other part of the register of members.

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

Transfers of overseas-listed foreign shares of the Company shall be effected by a written instrument of transfer in an ordinary or usual form acceptable to the stock exchange or any other form acceptable to the Board. The written instrument of transfer may be signed by hand. Where the transferor or transferee is a recognized clearing house ( "recognized clearing house" ) as defined by the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) or its nominee, the instrument of transfer may be signed by hand or in a machine-imprinted format.

All instruments of transfer shall be maintained at the legal address of the Company, the address of share registrar or any places specified by the Board from time to time.

All fully paid-upoverseas-listed foreign shares listed in Hong Kong are freely transferable without any restriction on transfer (unless otherwise as permitted by the Hong Kong Stock Exchange) or any lien of the Company pursuant to the Articles of Association. The Board may refuse to recognize any instrument of transfer without explanation unless such transfer is in compliance with the following conditions:

transfer documents and other documents which relates to share ownership or may affect share ownership shall be registered; in case any payment is necessary for relevant registration, such payment shall not exceed the maximum fee as stipulated under the Hong Kong Listing Rules from time to time;
the instrument of transfer involves only the overseas-listed foreign shares listed in Hong Kong;
the stamp duty payable under the laws of Hong Kong on the instrument of transfer has been paid;
the relevant share certificates and other evidence reasonably required by the Board showing that the transferor has the right to transfer such shares have been submitted;
if the shares are to be transferred to joint holders, the number of shareholders jointly registered shall not exceed four (4);

Article

37 of the Mandatory Provisions

Opinions from recognized clearing house

Rule 1(2) of

Appendix 3 of

Hong Kong

Listing Rule

Article 12 of Letter of Opinions on Supplementary Amendment

Rule 1(1) of Appendix 3 of

Hong Kong Listing Rule

Rule 1(3) of Appendix 3 of

Hong Kong Listing Rule

Article 44

Article 45

Article 46

the Company has not created any lien over the relevant shares.

If the Company refuses to register a share transfer, the Company shall send the transferor and the transferee a notice of refusal to register the said share transfer within 2 months from the date of submission of the application for transfer.

Shares held by promoters shall not be transferred within one (1) year from the date of establishment of the Company.

Directors, supervisors, general manager and other senior management of the Company shall report to the Company their shareholdings in the Company and changes therein and shall not transfer annually during their terms of office more than 25% of the total number of shares of the Company which they hold; The aforesaid persons shall not transfer the shares of the Company held by them within six (6) months from the date of their leaving the Company.

When the Company intends to convene a general meeting, distribute dividends, enter into liquidation and engage in other activities that involve determination of shareholdings, the Board shall determine a specific date for the record of rights attaching to shares (record date). Shareholders named in the register of members by the end of the record date shall be the shareholders of the Company.

Any person who dissents from the register of members and requests to have his name included in or removed from the register of members may apply to the court of the relevant jurisdiction to correct the register of members.

Any shareholder who is registered in, or any person requests to have his name (title) entered into, the register of members may, if his share certificate (the "Original Certificate" ) is lost, apply to the Company for a replacement share certificate in respect of such shares (the "Relevant Shares" ).

If a holder of domestic shares loses his share certificate and applies for a replacement share certificate, it shall be dealt with in accordance with relevant provisions under the Company Law.

If a holder of overseas-listed foreign shares loses his share certificate and applies for a replacement share certificate, 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 holders of overseas-listed foreign shares is maintained.

If a holder of H shares loses his share certificate and applies for a replacement share certificate, such share certificate shall be issued in compliance with the following requirements:

The applicant shall submit an application to the Company in the standard form prescribed by the Company accompanied by a notarial certificate or statutory declaration containing the grounds upon which the application is made and the circumstances and evidence of the loss of the share certificate as well as declaring that no other person is entitled to request to be registered as the shareholder of the Relevant Shares.

Article 141 of

the Company

Law

Article

39 of the Mandatory Provisions

Article

40 of the Mandatory Provisions

Article

41 of the Mandatory Provisions

Article 47

Article 48

Before the Company decides to issue the replacement share certificate, no statement made by a person other than the applicant requesting that he shall be registered as the shareholder in respect of the Relevant Shares has been received.
The Company shall, if it decides to issue a replacement share certificate to the applicant, make an announcement of its intention to issue the replacement share certificate in such newspapers designated by the Board; the announcement shall be made at least once every 30 days for a period of 90 days. Newspapers designated by the Board shall be the Chinese and English newspaper recognized by the Hong Kong Stock Exchange (at least one each).
The Company shall have, prior to the publication of its intention to issue a replacement share certificate, delivered to Hong Kong Stock Exchange a copy of the announcement to be published. The Company may publish the announcement upon receiving a confirmation from Hong Kong Stock Exchange that the announcement has been displayed at the premises of the stock exchange. The announcement shall be displayed at the premises of Hong Kong Stock Exchange for a period of 90 days.
In case an application to issue a replacement share certificate has been made without the consent of the registered holder of the Relevant Shares, the Company shall deliver by mail to such registered shareholder a copy of the announcement to be published.
If, upon expiration of the 90-day period of announcement and display referred to in paragraphs (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 share certificate to the applicant accordingly.
Where the Company issues a replacement share certificate in accordance with this Article, it shall forthwith cancel the Original Certificate and record the cancellation and replacement matters in the register of members accordingly.
All expenses relating to the cancellation of an Original Certificate and the issuance of a replacement share 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.

After the Company issues a replacement share certificate pursuant to the Articles	Article
of Association, the name of a bona fide purchaser who obtains the aforementioned	42 of the
Mandatory
new share certificate or a shareholder who thereafter registers as the owner of such	Provisions
shares (in the case where he is a bona fide purchaser) shall not be deleted from the
register of members.
The Company shall not have any obligation to indemnify any person for any	Article
damages suffered thereby arising out of the cancellation of the Original Certificate	43 of the
Mandatory
or the issuance of a replacement share certificate, unless such person concerned	Provisions
can prove that the Company has committed a fraudulent act.

Article 49

Article 50

Chapter 7 Shareholders' Rights and Obligations

The Company shall maintain a register of members, which is sufficient evidence Article

44 of the

to verify that a shareholder holds shares of the Company. A shareholder of the Mandatory Company is a person who lawfully holds shares of the Company and has his name Provisions

(title) recorded in the register of members.

A shareholder shall enjoy relevant rights and assume relevant obligations in accordance with the class and number of shares he holds. Shareholders holding the same class of shares shall enjoy the same rights and assume the same obligations.

All classes of shareholders of the Company shall have equal	rights in any	Rule 9 of
distribution in the form of a dividend or any other form.		Appendix 3
	of Hong Kong
		Listing Rule

A shareholder of legal person shall appoint its legal representative or a proxy authorized by the legal representative to exercise its rights on its behalf.

Holders of the ordinary shares of the Company shall enjoy the following rights:	Article

	45 of the
	Mandatory

the right to dividends and other profit distributions in proportion to the Provisions number of shares held;
the right to propose, convene and preside over, to attend or appoint proxies to attend general meetings and to exercise the voting right based on respective shareholding in accordance with laws;
the right to supervise and manage, present proposals or raise enquiries about the Company' s business operations;
the right to transfer, give as a gift or pledge the shares in their possession in accordance with the laws, administrative regulations and the Articles of Association;
the right to obtain relevant information in accordance with the Articles of Association, including:
1. the right to obtain a copy of the Articles of Association, subject to payment of relevant costs;
2. the right to inspect and copy, subject to a payment of a reasonable fee:
3. 1. all parts of the register of members;

personal particulars of each of the Company' s directors, supervisors, general manager, and other senior management, including:
1. present and former name or alias;
2. principal address (place of domicile);
3. nationality;
4. primary and all other part-time occupations and duties;
5. identification document and its number.
reports on the status of the Company' s issued share capital;
reports showing the aggregate par value, quantity, the maximum and minimum prices paid in respect of each class of shares repurchased by the Company since the end of the last financial year, and the aggregate amount paid by the Company for this purpose (as classified by domestic shares and foreign shares (and H shares, if applicable));

minutes of general meetings;
special resolutions of the Company;

Article 97 of

the Company

Law

the latest audited financial statements of the Company, and the reports of the Board, the Board of Supervisors and auditors;
a copy of the latest annual return filed with the competent administration for industry and commerce

Except for documents under item (2) above, the aforementioned documents shall be made available by the Company at the Company' s address in Hong Kong for the public and holders of H shares to inspect with no charge (of which documents of item (5) may be inspected by shareholders only).

3. the right to inspect the resolutions of the Board meetings, the resolutions of meetings of the Board of Supervisors, financial reports and receipts of corporate bonds;

Rule 19A.50

of Hong Kong

Listing Rule

Article 102(2) of the Company Law

Rule 12 of

Appendix 3

of Hong Kong

Listing Rule

(6) in the event of the termination or liquidation of the Company, the right to participate in the distribution of the remaining assets of the Company in

	accordance with the number of shares held;
	(7) with respect to shareholders who vote against any resolution adopted at
	the general meeting on the merger or division of the Company, the right to
	demand the Company to acquire the shares held by them;
	(8) with respect to shareholders individually or jointly hold 3% or above shares
	of the Company, the right to propose extraordinary resolutions and submit to
	the Board in written 10 days before the date of general meeting;
	(9) such other rights conferred by the laws, administrative regulations,
	departmental rules and the Articles of Association.
	The Company shall not exercise its rights to freeze or harm in any other forms the
	rights attaching to any shares held by any person merely because the person has
	not disclosed the rights and interests he holds directly or indirectly.
Article 51	If any resolution of the general meeting or the Board meeting violates the laws
	or administrative regulations, the shareholders shall have the right to submit to a
	People' s Court to nullify such resolution (applicable rules for dispute resolution
	under the Articles of Association in relation to foreign shareholders).
	If the convening procedures or voting methods for the general meeting or the
	Board meeting violate the laws, administrative regulations or the Articles of
	Association, or any content of the resolution thereof violates the Articles of
	Association, the shareholders shall have the right to submit to a People' s Court
	within 60 days after such a resolution is made to revoke it (applicable rules
	for dispute resolution under these Articles of Association in relation to foreign
	shareholders).
Article 52	Shareholders individually or jointly holding 1% or more of the Company' s shares
	for 180 consecutive days or more shall have the right to request the Board of
	Supervisors in writing to bring a legal action in the People' s Court against any
	director or senior management officer for loss of Company resulting from their
	violation of any laws, administrative regulations or provisions of the Articles of
	Association in the course of performing their duties; shareholders may request
	the Board in writing to bring a legal action against the Board of Supervisors for
	the loss of the Company resulting from their violation of any laws, administrative
	regulations or provisions of the Articles of Association in the course of performing
	the duties.
	The shareholders described in the preceding paragraph may bring legal action in
	the People' s Court directly in their own names in the interest of the Company
	in the event that the Board of Supervisors or the Board refuses to initiate legal
	proceedings after receiving the aforesaid written request of shareholders, or
	fails to initiate such legal proceedings within 30 days on which such request is
	received, or in case of emergency where failure to initiate such legal proceedings
	immediately will result in irreparable damage to the Company' s interest.

Shareholders as referred to in sub-paragraph (1) of this Article may also initiate legal proceedings in the People' s Court under the provisions set out in the preceding two paragraphs if any third parties infringe on the lawful interests of the Company which caused damage to the Company.

Article 53 Shareholders may initiate legal proceedings against any director or senior management officer for violation of any laws, administrative regulations or the provisions of the Articles of Association which has damaged the interests of shareholders.

Article 54 If the shares of any shareholders holding at least 5% shareholding of the Company are pledged, frozen, or subject to juridical auction, custody or setting of trust, or with voting rights restricted in accordance with laws, such incident shall be reported to the Company in written on the date of incident.

Article 55 Holders of the ordinary shares of the Company shall have the following obligations:

to abide by the laws, administrative regulations and the Articles of Association;
to pay the share subscription price based on the shares subscribed and the method of subscription;
to assume obligations to the Company to the extent of their respective shareholding;
not to withdraw capital contribution upon approval and registration by the Company, except for those circumstances as stipulated under the laws and regulations;
not to abuse their shareholders' rights to prejudice the interests of the

Company or other shareholders, and not to abuse the independent status of the Company as a legal entity and the limited liability of shareholders to prejudice the interests of the Company' s creditors. If a shareholder of the Company abuses the rights of shareholder and thereby causes loss on the Company or other shareholders, such shareholder shall be liable for indemnity in accordance with the law. If a shareholder of the Company abuses the Company' s independent status as a legal entity and the limited liability of shareholders for the purposes of avoiding debts, thereby materially impairing the interests of the creditors of the Company, such shareholder shall be jointly and severally liable for the debts owed by the Company;

to assume other obligations required by the laws, administrative regulations and the Articles of Association.

Shareholders shall not be liable to make any further contributions to the share capital other than according to the terms agreed by the subscribers at the time of share subscription, unless otherwise specified.

Article

46 of the Mandatory Provisions

Article 56

Article 57

In addition to obligations imposed by the laws, administrative regulations or required by the listing rules of the stock exchange where the shares of the Company are listed, a controlling shareholder shall not exercise his voting rights in respect of the following matters in a manner prejudicial to the interests of all or part of the shareholders of the Company:

to waive a director or supervisor of his responsibility to act honestly in the best interests of the Company;
to approve the expropriation by a director or supervisor (for his own benefits or for the benefits of another person), in any way, of the Company' s properties, including (but not limited to) any opportunities beneficial to the Company;
to approve the expropriation by a director or supervisor (for his own benefits or for the benefits of another person) of personal rights of other shareholders, including (but not limited to) rights to distributions and voting rights save pursuant to a restructuring submitted to shareholders for approval at a general meeting in accordance with the Articles of Association.

Unless otherwise specified in the Articles of Association, the term "controlling shareholder" referred to in the Articles of Association means a shareholder who satisfies any one of the following conditions:

a person who, acting alone or in concert with others, is entitled to elect more than half of the Board;
a person who, acting alone or in concert with others, is entitled to exercise or to control the exercise of more than 30% (inclusive) of the voting rights of the Company;
a person who, acting alone or in concert with others, holds more than 30% (inclusive) of the outstanding issued shares of the Company;
a person who, acting alone or in concert with others, has de facto control over the Company in any other manner(s).

For the purposes hereof, the term "acting in concert with" means consensus between 2 or more persons by way of agreement, whether in verbal or written, to acquire voting rights in the Company by any one of them, for the purpose of controlling or consolidating the control over the Company.

Article

47 of the Mandatory Provisions

Article

48 of the Mandatory Provisions

Article 58 Neither the controlling shareholder nor the de facto controller of the Company may prejudice the interests of the Company by taking advantage of his related party relationship. Anyone who causes any loss to the Company as a result of violating the provisions shall be liable for the compensation.

The controlling shareholder and the de facto controller of the Company owe a fiduciary duty to the Company and other shareholders. The controlling shareholder shall strictly exercise the rights as a subscriber, and shall not impair the legitimate rights and interests of the Company and other shareholders in the ways of profit distribution, asset reorganization, overseas investment, capital use and loans and guarantees, and shall not impair the interests of the Company and other shareholders by using its controlling status in the Company.

The controlling shareholder and the de facto controller of the Company shall be separated with the Company in terms of organization, personnel, asset, business and financial matter. Each of them shall operate independently with separate accounts, and assume obligations and risk exposures independently. They are restricted from requesting the Company to assume additional service and obligations for them by using their respective special status.

The Company shall not provide funds, goods, services or other assets to shareholders or the de facto controller and their respective related parties at nil consideration. The Company shall not provide funds, goods, services or other assets to shareholders or the de facto controller and their respective related parties under significantly unfair terms. The Company shall not provide funds, goods, services or other assets to shareholders or the de facto controller and their respective related parties who are obviously under insolvency. The Company is also prohibited from providing guarantees for shareholders or the de facto controller and their respective related parties who are obviously under insolvency, or providing guarantees for them without reasonable grounds. The Company shall not waive the liabilities of shareholders or the de facto controller and their respective related parties, or bear the liabilities of shareholders or the de facto controller without reasonable grounds. The examination and approval procedures at the Board meeting and general meeting in respect of transactions in relation to provision of funds, goods, services or other assets between the Company and shareholders or the de facto controller and their respective related parties shall be strictly performed in compliance with the decision-making mechanisms for related party transactions under the Articles of Association. Related directors and related shareholders shall abstain from voting.

The controlling shareholder or the de facto controller of the Company shall not expropriate the Company' s assets or funds. In the event that a controlling shareholder of the de facto controller of the Company expropriates the assets of the Company through, including but not limited to, expropriation of the Company' s funds, the Board of the Company shall immediately apply to a People' s court for freezing the Company' s assets being expropriated by the controlling shareholder or the de facto controller and the shares of the Company held by them. If the controlling shareholder or the de facto controller cannot restore the Company' s assets or repay in cash the capital of the Company, the Board of the Company shall realize the shares of the Company held by the controlling shareholder or the de facto controller to repay the portion of the Company' s assets expropriated by him in accordance with the relevant rules and procedures under the laws, regulations and constitutional documents.

In the event of losses to the Company and other shareholders as a result of violation of the relevant laws, regulations and the Articles of Association by the controlling shareholder and the de facto controller of the Company, they shall assume the obligation for making compensation.

The directors, supervisors and senior management of the Company have legal obligations to safeguard the capital of the Company and cannot expropriate the Company' s assets or assist or allow the controlling shareholder, the de facto controller and their respective affiliates to expropriate the Company' s assets. In the event of violation of the aforementioned regulation by directors, supervisors and senior management of the Company, any gains from such violation shall be vested in the Company. If the Company incurs losses as a result of such violation, the defaulting parties shall be responsible for making compensation. Meanwhile, the Board of the Company shall penalize the personnel directly in charge based on the severity of the incident, or submit a resolution on the removal of responsible directors or supervisors at the general meeting. In case of criminal offense, such incident shall be reported to juridical departments for further actions.

For the purposes hereof, the term "controlling shareholder" means shareholder holding at least 50% shares of the total share capital of the Company, or any shareholder with shareholding below 50% but the voting rights attached to his shares have significant influence on the resolutions to be proposed at the general meeting.

For the purposes hereof, the term "de facto controller" means the persons, not being shareholders of the Company, who are able to exercise actual control over the acts of the Company through an investment relationship, agreement or other arrangements.

Article 59

Article 60

	Chapter 8 General Meeting
The general meeting shall be the organ of authority of the Company and shall	Article
exercise the functions and powers according to law.	49 of the
Mandatory
		Provisions
The general meeting shall exercise the following functions and powers:	Article

		50 of the
		Mandatory
(1)	decide the operational policy and investment plan of the Company;	Provisions

(2)	elect and replace directors, and make decisions on matters in relation to the
	remuneration of the relevant directors;
(3)	elect and replace shareholder representative supervisors, and make decisions
	on matters in relation to the remuneration of the relevant supervisors;
(4)	examine and approve the reports of the Board;
(5)	examine and approve the reports of the Board of Supervisors;
(6)	examine and approve the annual financial budgets and final accounting of
	the Company;
(7)	examine and approve the profit distribution plan and loss compensation plan
	of the Company;
(8)	decide on increasing or reducing the registered capital of the Company;
(9)	decide on the issuance of corporate bonds or other securities and listing
	plans;
(10)	decide on matters such as merger, division, dissolution, liquidation and
	alteration of corporate form of the Company;
(11)	consider the amendments to the Articles of Association, as well as the rules	Article 99 of
	of procedures of the general meeting, Board meeting and meeting of the	the Company
	Law

Board of Supervisors;

decide on the appointment, dismissal or termination of re-appointment of accounting firm;
consider and approve the motions raised by shareholders holding more than 3% (inclusive) of voting shares of the Company;

(14) consider matters relating to the purchases and sales of significant assets	Article 121 of
within one year exceeding 30% of the latest audited total assets of the	the Company
Law
Company;

decide on the guarantee issues as prescribed in Article 61 of the Articles of Association;

consider and approve share incentive plans;
other matters shall be decided by the general meeting pursuant to the laws, administrative regulations and the Articles of Association;
other matters shall be decided by the general meeting as stipulated by the listing rules of the stock exchange where the shares of the Company are listed.

The general meeting may authorize or delegate the Board to deal with authorized or delegated matters, provided that no violation on mandatory rules under the relevant PRC laws, regulations, regulatory documents and the listing rules of the stock exchange where the shares of the Company are listed.

Article 61 The following external guarantees of the Company must be reviewed and passed at the general meeting:

any subsequent guarantee in addition to the aggregate of all external guarantees provided by the Company or its controlled subsidiary with a total amount equal to or more than 50% of the Company' s latest audited net assets;
any subsequent guarantee in addition to the aggregate of all external guarantees provided by the Company within 12 consecutive months with a total amount equal to or more than 30% of the Company' s latest audited total assets;
to provide guarantee to any person or entity with a gearing ratio in excess of 70%;
a single guarantee whose amount exceeds 10% of the latest audited net assets;
to provide guarantee for shareholders, de facto controllers and their related parties.

Article 62 Any related party transactions with transaction amount representing at least 5% of the latest audited net assets (in absolute value), earnings, revenue or total market value of the Company or at least RMB5 million shall be considered and approved at the general meeting. When considering a related party transaction at a general meeting, the following related party shareholder shall abstain from voting:

a counterparty;
a person directly or indirectly controls the counterparty;
a person directly or indirectly control by the counterparty;
a person directly or indirectly under common control with the counterparty by the same legal person or natural person;

Article 63

Article 64

a person who holds office in the counterparty or in the legal entity which can directly or indirectly controls the counterparty or is directly or indirectly controlled by the counterparty (applicable if the shareholder is a natural person);
a person whose voting rights are restricted or affected as a result of outstanding equity transfer agreement or other agreement with the counterparty or its related party.

The Company shall not, without prior approval by general meeting, enter into a contract to handover all or part of the management of important matters of the Company to a person other than to a director, supervisor, general manager and other senior management.

The general meetings shall include annual general meetings and extraordinary general meetings. Annual general meetings shall be convened once a year and shall be held within six (6) months from the end of the preceding financial year.

Extraordinary general meetings shall be convened when necessary. The Board shall convene an extraordinary general meeting within two (2) months upon the occurrence of any of the following circumstances:

the number of directors is less than the number provided for in the Company Law or less than two-thirds of the number prescribed in the Articles of Association;
the losses of the Company that have not been made up reach one-third of the total paid-in share capital of the Company;
shareholders who individually or jointly hold more than 10% (inclusive) of the shares of the Company require in writing an extraordinary general meeting to be convened;
whenever the Board considers necessary or when the Board of Supervisors proposes a meeting;
when at least two independent non-executive directors proposes a meeting;
other circumstances prescribed by the laws, administrative regulations, departmental rules, the listing rules of the stock exchange where the Company' s shares are listed or the Articles of Association.

In the event of items (3), (4) and (5) above, the motions proposed by the convening requester shall be included in the agenda of the meeting.

Article

51 of the Mandatory Provisions

Article

52 of the Mandatory Provisions

Article 6 of

Opinions on Further Promotion of Standardized Operations of Overseas Listed Companies and Deepening of Reform

Article 65 The general meeting shall be held at the domicile of the Company or the address listed in the notice of the general meeting.

A venue shall be arranged for the general meeting, which will be held in the form of physical meeting. The Company may provide expediency to the shareholders attending the general meeting by adopting other safe, economic and expedient means, such as correspondence meeting. Shareholders attending the meeting by way of the above methods shall be deemed as to have attended the meeting.

Article 66 The resolutions shall fall within the scope of authority of the general meeting, carry specific subjects and matters to be resolved, and comply with relevant regulations under the laws, administrative regulations and the Articles of Association.

Article 67

Article 68

At the general meeting convened by the Company, the Board, the Board of Supervisors and shareholder(s) individually or jointly holding at least 3% of the shares of the Company shall have the right to submit new proposals to the Company.

Shareholder(s) individually or jointly holding at least 3% of the Company' s shares may propose an extempore proposal ten (10) days prior to the general meeting by submitting the same to the convener in writing. The convener shall issue a supplemental notice of general meeting within two (2) days after receiving the proposed motion specifying the content of the extempore motion.

Except as provided in the preceding paragraph, the convener shall not amend the proposals specified in the notice of the general meeting nor add new proposals after the notice is dispatched.

The general meeting shall not vote and resolve proposals not stated in the notice of the general meeting or failing to meet the abovementioned requirements.

Shareholders requesting the convening of an extraordinary general meeting or a meeting of shareholders of different classes ( "class meeting" ) shall proceed in accordance with the procedures set forth below:

Shareholder(s) individually or jointly holding a total of 10% or more of the shares carrying the right to vote at the meeting sought to be held may sign one or more written requests of identical form and substance requesting the Board to convene an extraordinary general meeting or a class meeting and stating the subject of the meeting. The Board shall convene the extraordinary general meeting or the class meeting as soon as possible after having received the above-mentioned written request. The shareholding referred to above shall be calculated as of the date on which the written request is made by shareholder(s).

Article

72 of the Mandatory Provisions

Article 101 of

the Company

Law

If the Board has not stated its agreement or disagreement in writing to the convening of an extraordinary general meeting or class meeting within ten
1. days after receiving the written request, the shareholder(s) individually or jointly holding a total of 10% or more of the shares carrying the right to vote at the meeting sought shall have the right to propose the convening of an extraordinary general meeting or class meeting to the Board of Supervisors and submit such written request. The Board of Supervisors shall convene the extraordinary general meeting or class meeting as soon as possible.
If the Board of Supervisors has not stated its agreement or disagreement in writing to the convening of an extraordinary general meeting or class meeting within ten (10) days after receiving the written request, the shareholder(s) individually or jointly holding a total of 10% or more of the shares carrying the right to vote at the meeting sought for at least 90 consecutive days may convene and preside over the meeting on their own, while the convening procedures shall resemble as far as possible that of a general meeting convened by the Board.

Reasonable expenses incurred from the aforesaid case where shareholders convene the meeting by themselves due to the failure of the Board or the Board of Supervisors to convene the meeting shall be borne by the Company, and the same shall be deducted from the payment to those directors who failed to perform their duties.

Article 69 At the general meeting convened by the Company, the Board, the Board of Supervisors and shareholder(s) individually or jointly holding at least 3% of the shares of the Company shall have the right to submit new proposals to the Company.

Shareholder(s) individually or together holding at least 3% of the Company' s shares shall have the right to propose an extempore proposal ten (10) days prior to the general meeting by submitting the same to the convener in writing.

At the annual general meeting convened by the Company, shareholder(s) individually or jointly holding 3% or more of the shares of the Company carrying the right to vote shall have the right to propose motions in writing to the Company. The Company shall place such proposed motions on the agenda of such meeting if they are matters falling within the functions and powers of general meetings.

The convener of the general meeting shall issue a supplemental notice of general meeting within two (2) days after receiving the proposed motion to notify other shareholders, and shall place such proposed motions on the agenda of such general meeting if they are matters falling within the functions and powers of general meetings and submit to the general meeting for consideration.

Article

54 of the Mandatory Provisions

Article 102(2) of the Company Law

Article 70

Article 71

Article 72

When the Company convenes a general meeting, it shall notify each shareholder of the date and place of the meeting and the matters to be considered twenty (20) days before the date of the meeting and fifteen (15) days before the date of an extraordinary general meeting.

Notice of general meeting shall be served to any shareholder (whether has voting right on general meeting or not) either by hand or by post in a prepaid mail, addressed to such shareholder at his registered address as shown in the register of members. Subject to compliance with the laws, administrative regulations, the listing rules of the stock exchange where the Company' s shares are listed, notice of the general meeting may also be given by way of announcement, including through publishing on the Company' s website.

The "public announcement" referred to in the preceding paragraph shall be published in one or more newspapers designated by the securities supervisory and regulatory authority under the State Council twenty (20) days before holding of an annual general meeting and fifteen (15) days before holding of an extraordinary general meeting. All holders of domestic shares shall be deemed as having been notified of the forthcoming general meeting once the announcement is published. The Chinese and English versions of the announcement shall be published on the websites of the Hong Kong Stock Exchange and the Company respectively on the same day or shall be published in the manner as specified by the Hong Kong Stock Exchange from time to time.

Special regulations of the listing rules of the place where the Company' s shares are listed shall prevail.

A general meeting shall not decide on matters not specified in the notice.

Notice of the general meeting shall meet the following requirements:

be made in writing;
specify the time, venue and date of the meeting;
specify the matters to be deliberated at the meeting;
provide to the shareholders of the information and explanations as necessary for the shareholders to make sound decisions about the matters to be deliberated. This principle includes, but not limited to, the provision of the specific terms and contract(s), if any, of the proposed transaction(s) and sincere explanations about related causes and effects when the Company proposes merger, repurchase of shares, restructuring of share capital or other restructuring;

Article 102(1) of the Company Law

Article

57 of the Mandatory Provisions

Rules 7(1) and 7(3) of Appendix 3 of the Hong Kong Listing Rules

Article

55 of the Mandatory Provisions Article 102(3) of the Company Law

Article

56 of the Mandatory Provisions

in the event that any of the directors, supervisors, general manager or other senior management has material interests in matters to be deliberated, the nature and extent of the interests shall be disclosed. If the matters to be deliberated affect any director, supervisor, general manager or other senior management as a shareholder in a manner different from how they affect other shareholders of the same class, the difference shall be explained;
contain the full text of any special resolution to be proposed for adoption at the meeting;
contain a conspicuous statement indicating that a shareholder who is entitled to attend and vote at the general meeting may appoint one or more proxies to attend and vote at the meeting on his behalf and that such proxies may not necessarily be shareholders of the Company;
specify delivery time and place of the power of attorney for proxy voting at the meeting;

In the event that the general meeting shall be voted through other methods, the alternative time, voting procedures and matters to be resolved shall also be included in the notice.

Article 73 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive such notice shall not invalidate the meeting and the resolutions passed at the meeting.

Article

58 of the Mandatory Provisions

Article 74 The Board of the Company and other conveners shall take such necessary measures to ensure the normal order of the general meetings. For any disturbance to the order of the meeting and acts infringing the legitimate interests of the shareholders, measures shall be taken to prevent such disturbance or act, and the same shall be reported to the relevant authorities for investigation.

Article 75 All shareholders (or their proxies) whose names appeared in the register of shareholders the Company at the record date are entitled to attend the general meeting and exercise their voting rights in accordance with the laws, regulations and the Articles of Association. The Company and the convener shall not reject for any reason.

Any shareholder entitled to attend and vote at a general meeting shall have the right to appoint one (1) or more persons (who may not be a shareholder) as his proxy(ies) to attend and vote on his behalf. Such proxy(ies) may exercise the following rights as authorized by the shareholder:

the shareholder' s right to speak at the general meeting;
the right to demand by himself or jointly with others, to make a resolution by voting;
the right to vote may be exercised either by a show of hands or on a poll, except that if a shareholder has appointed more than one (1) proxy, such proxies may only exercise their voting rights on a poll.

Article

59 of the Mandatory Provisions

Article 76

Article 77

Article 78

Shareholders attending the meeting in person shall produce their identity cards, the valid documents or evidence which can prove their identities, or stock account cards; proxies who are entrusted by shareholders to attend the meeting shall produce their valid identification documents and the power of attorney. Corporate shareholders shall attend the meeting by their legal representatives or other proxies entrusted by the legal representatives. Legal representatives attending the meeting shall produce their identity cards and the valid evidence which can prove their qualification as legal representatives. Proxies attending the meeting shall produce their identity cards, the power of attorney issued by the legal representatives of the corporate shareholders in accordance with laws.

The instrument appointing a proxy shall be made in writing under the hand of the appointing shareholder or his duly authorized attorney in writing. Where the appointing shareholder is a legal entity, such instrument shall be under its seal or under the hand of its director or duly authorized attorney.

The instrument appointing a voting proxy shall be placed at the domicile of the Company or at such other places as specified in the notice of the meeting 24 hours before the convening of the relevant meeting at which the proxy is authorized to vote or 24 hours before the time designated for voting. If the instrument is signed by another person authorized by the entrusting party, the power of attorney or other documents authorizing the signatory shall be notarized. The power of attorney or other authorization documents notarized shall be placed together with the instrument appointing the voting proxy at the domicile of the Company or such other place as specified in the notice of the meeting.

If the entrusting party is a legal entity, its legal representative or any representative authorized by its board of directors as resolved or by other decision-making body shall attend the general meeting of the Company on its behalf.

If a shareholder is a recognized clearing house or its agent, it may authorize one or more proxy(ies) as it thinks fit to act as its proxy(ies) at any general meeting or any class meeting. However, if more than one (1) proxy is appointed, the power of attorney shall specify the number and class of shares represented by each of such persons under the authorization, and signed by authorized persons of recognized clearing house. Such authorized persons may attend meeting on behalf of the recognized clearing house or its agent (without presentation of evidence of its shareholding, notarized authorization and/or any further proof demonstrating the duly granting of the same) and exercise the right of the recognized clearing house or its agent, as if they were individual shareholders of the Company.

Any form issued by the Board of the Company to the shareholders for the appointment of proxies shall give the shareholders free choice to instruct their proxies to cast vote in favor of or against on each resolution and enable the shareholders to give separate instructions on each matter to be voted at the meeting. The proxy form shall state that if the shareholder does not give instructions, the proxy shall vote at his own discretion.

Article

60 of the Mandatory Provisions

Article

61 of the Mandatory Provisions

Opinions from recognized clearing house

Article

62 of the Mandatory Provisions

Other than as provided above, the proxy form shall also state the following:

name of the proxy;
total number of shares represented by the proxy;
whether the proxy has the right to vote;
whether the proxy has the right to vote on the extempore motions that may be included in the general meeting;
specific instructions as to the manner of voting, if carrying the right to vote;
issuing date and validity period;
the number of shares represented by each proxy, in the event that multiple proxies are appointed;
signature (or chop) of the entrusting party. If the entrusting party is a corporate shareholder, its seal shall be affixed.

Article 79 The meeting register for attendees shall be prepared by the Company, specifying the name of the persons or entities attending the meeting, the number of shares with voting rights held or represented, and other relevant matters.

Article 80 The convener shall jointly verify the legality of the qualification of the shareholders according to the register of shareholders, and register the names of the shareholders and the number of shares held by them with voting rights. The meeting registration shall terminate before the person presiding over the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held by them.

Article 81 Where the entrusting party has deceased, incapacitated to act, withdrawn the appointment or the signed power of attorney, or the relevant shares have been transferred prior to the voting, a vote given in accordance with the instrument of proxy shall remain valid as long as the Company did not receive a written notice of the event before the commencement of the relevant meeting.

Article

63 of the Mandatory Provisions

Article 82

Article 83

Article 84

Article 85

The general meeting shall be convened and presided over by the chairman of the Board. If the chairman of the Board cannot attend the meeting for certain reasons, the vice chairman (if any) shall preside over the meeting. If the vice chairman (if any) of the Board also cannot attend the meeting for certain reasons, the meeting shall be presided over by a director elected by more than half of the total number of directors.

In the event that the Board cannot perform or has failed to perform the duties to convene a general meeting, the meeting shall be presided over by the Board of Supervisors who decides to convene the meeting or the shareholder who proposed such motion. The general meeting convened by the Board of Supervisors shall be presided over by the chairman of the Board of Supervisors. In the event that the chairman of the Board of Supervisors cannot or fails to perform such duty, the meeting shall be presided over by a supervisor elected by more than half of the total number of supervisors. The general meeting convened by the shareholders shall be presided over by the representative elected by the convener.

If, for any reason, the shareholders cannot elect the chairperson, the meeting shall be presided over by the shareholder present and holding the largest number of shares with voting rights (including the proxy of the shareholder).

Before the voting, the person presiding over the meeting shall announce the number of shareholders and proxies attending the on-site meeting and the total amount of voting shares, which shall be subject to the figures registered at the meeting.

The Company shall have a set of rules of procedures for general meetings detailing the procedures regarding the convening of and voting at general meetings, including notice, registration, consideration of proposals, casting of votes, counting of votes, announcement of voting results, formation of resolutions, preparation and signing of minutes, and the principles for authorization to the Board at general meetings, which shall be explicit and specific. The rules of procedures for general meetings, which shall be an annex to the Articles of Association, shall be formulated by the Board and approved at the general meeting.

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

An ordinary resolution at a general meeting shall be passed by exceeding half of the voting rights held by shareholders (including their proxies) present at the general meeting.

A special resolution at a general meeting shall be passed by more than two-thirds of the voting rights held by shareholders (including their proxies) present at the general meeting.

Article

73 of the Mandatory Provisions

Article 101 of

the Company

Law

Article

64 of the Mandatory Provisions

Article 86

Article 87

Article 88

A shareholder (including his proxy), when voting at a general meeting, may exercise his voting rights according to the number of voting shares which he represents. Each share shall carry one voting right. However, the Company' s shares held by the Company do not carry voting rights, and shall not be counted in the total number of voting rights represented by the shareholders present at the general meeting.

According to the applicable laws and regulations and the listing rules of the stock exchange where the Company' s shares are listed, where any shareholder is required to abstain from voting or is restricted to voting only for or against any particular resolution, any votes casted by such shareholder (or his proxy) in violation of such requirement or restriction shall not be counted in the voting results.

Resolutions shall be decided on a show of hands unless a poll is otherwise required by the laws, administrative regulations, the relevant regulatory authorities or the listing rules of the stock exchange where the Company' s shares are listed or demanded by the following persons before or after the show of hands:

the chairman of the meeting;
at least two shareholders present in person or by proxy entitled to vote thereat;
one or more shareholders (including proxies) individually or jointly representing 10% or more of shares carrying the right to vote at the meeting.

Unless a poll is demanded, a declaration by the chairman that a resolution has been passed on a show of hands and the record of such in the minutes of the meeting shall be the conclusive evidence. There is no need to provide evidence of the number or proportion of votes in favor of or against the resolutions passed at the meeting.

The Company shall only disclose the poll results if it is required by the laws, administrative regulations, the relevant regulatory authorities or the listing rules of the stock exchange where the Company' s shares are listed.

The demand for a poll may be withdrawn by the person who demands the same.

A poll demanded on the election of the chairman of the meeting or on the adjournment of the meeting shall be taken forthwith. A poll demanded on any other issues shall be taken at such time as the chairman of the meeting may decide, and any matter other than that upon which a poll has been demanded may be proceeded with. The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded.

Article

65 of the Mandatory Provisions

Article 103(1) of the Company Law

Rule 14 of

Appendix 3

of Hong Kong

Listing Rules

Article

66 of the Mandatory Provisions

Article

67 of the Mandatory Provisions

Article 89

Article 90

Article 91

Article 92

When a poll is taken at a meeting, a shareholder (including his proxy) entitled to two (2) or more votes need not cast all his votes in the same way.

When the number of votes for and against a resolution is equal, whether the vote is taken by a show of hands or on a poll, the chairman of the meeting shall have a casting vote.

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

work reports of the Board of Directors and the Board of Supervisors;
profit distribution plans and loss recovery plans formulated by the Board;
appointment or dismissal of the members of the Board and the members of the Board of Supervisors (other than employee representative supervisors), their remuneration and payment methods thereof;
annual reports, annual budgets and final accounts, balance sheets, income statements and other financial statements of the Company;
matters other than those required by the laws and administrative regulations or by the Articles of Association to be passed by way of special resolutions.

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

increase or reduction in the share capital and the issue of shares of any class, stock warrants or other similar securities of the Company;
issuance of corporate bonds of the Company;
division, merger, dissolution and liquidation of the Company;
change in the form of the Company;
any purchase or disposal of substantial assets made or guarantee provided by the Company within one (1) year, with an amount exceeding 30% of the latest audited total assets of the Company;

Article

68 of the Mandatory Provisions

Article

69 of the Mandatory Provisions

Article

70 of the Mandatory Provisions

Article

71 of the Mandatory Provisions

Articles 103(2) and 121 of the Company Law

amendments to the Articles of Association;
approval to the guarantees as stipulated in Article 61 of the Articles of Association;
approval to and implementation of share incentive schemes;
any other matters as required by the laws, administrative regulations or the Articles of Association, and those considered by shareholders and resolved by way of an ordinary resolution at general meetings, to be of a nature which may have a material impact on the Company and should be adopted by special resolutions;
other matters required by the listing rules of the stock exchange where the Company' s shares are listed to be passed by way of special resolutions.

All directors, supervisors, general manager and other members of senior management shall attend the general meeting if so required. Except for relating to trade secrets of the Company that shall not be disclosed, the directors, supervisors, general manager and other members of senior management shall make replies or explanations to the inquiries of shareholders at the general meeting.

Article 93 When a related party transaction is considered at a general meeting, the related shareholders shall abstain from voting. The voting shares represented by such shareholders shall not be counted in the total number of voting shares. When voting on the matters related to related party transactions, the unrelated shareholders present at the general meeting shall vote in a manner as required by Article 85 of the Articles of Association after deducting the number of shares with voting rights of the related shareholders.

Article 150 of

the Company

Law

Article 94 Where the legality and validity of the general meeting is ensured, the Company shall make the attendance convenient for the shareholders through various methods and means.

Article 95 Unless the Company is in emergency or under other special circumstances, the Company shall not, without the approval at a general meeting by way of special resolutions, enter into any contract with any party (other than the directors, general manager or other members of senior management) for delegating such party the management of the whole or any substantial part of the Company' s business.

Article 96 The shareholders attending the general meeting shall vote "for" , "against" or "abstain" for every proposal to be resolved.

Incomplete votes, incorrectly completed votes, illegible votes or uncast votes shall be considered as the voters having waived their voting rights. The voting result of such voting shares shall be counted as "abstain" .

Article 97 The chairman of the meeting shall be responsible for determining whether a resolution has been passed based on the poll result at the general meeting. Such determination shall be final and conclusive, and the poll results shall be announced at the meeting and recorded in the minutes.

Article

74 of the Mandatory Provisions

Article 98 When convening a general meeting, the Company may appoint a lawyer to issue a legal opinion on the following matters:

whether the procedures of convening and holding the general meeting comply with the laws, administrative regulations and the Articles of Association;
whether the qualification of the persons attending the general meeting and the convener are legally valid;
whether the procedures and results of voting are legally valid;
any other matters as required by the Company.

Article 99 The nomination of directors and supervisors at the general meeting shall follow the approaches and procedures below:

Shareholder(s) individually or jointly holding at least 3% of the total outstanding voting shares of the Company may, by way of a written proposal, put forward to the general meeting about the candidates for directors and supervisors (not being employee representatives). However, the number of candidates proposed must comply with the provisions of the Articles of Association, and shall not be more than the number to be elected. The aforesaid proposal put forward by the shareholders to the Company shall be served to the Company at least 14 days before the convening of the general meeting.
Within the number of persons as specified by the Articles of Association and based on the proposed number of candidates to be elected, the Board and the Board of Supervisors may propose a list of candidates for directors and supervisors, which shall be submitted to the Board and the Board of Supervisors for examination, respectively. After the list of candidates for directors and supervisors is determined by deliberation and resolution of the Board and the Board of Supervisors, the list shall be proposed at a general meeting by way of a written proposal.
The written materials for the intention to propose a candidate for election as a director or a supervisor, the written notice of the candidate on his willingness to accept the nomination, and the details of the nominees in writing shall be given to the Company no less than seven (7) days prior to the date of convening the general meeting. The Board and the Board of Supervisors shall provide shareholders with the biography and basic information of the candidates for directors and supervisors.

Article 100

Article 101

Article 102

Article 103

Article 104

The period given by the Company to the relevant nominators and nominees for submitting the aforesaid notice and documents shall be no less than seven
1. days (such period shall commence from the day following the date of serving the notice of convening of the general meeting).
At the general meeting, voting for each candidate for a director or supervisor shall be taken on a one-by-one basis.
In the case of any ad hoc addition to or change in any director or supervisor in need, the Board and the Board of Supervisors shall propose at the general meeting for the election or replacement of a director or supervisor.

Once the notice of the general meeting is issued, such meeting shall not be postponed or cancelled, nor any proposal stated on the notice be canceled without a legitimate reason. In case of postponement or cancellation, the convener shall explain the reason at least 2 workings days prior to the originally scheduled date for the meeting.

If the chairman of the meeting has any doubt as to the voting result of a resolution, he may have the votes counted. If the chairman of the meeting has not counted the votes, any shareholder who is present in person or by proxy who objects to the result announced by the chairman of the meeting may, immediately after such announcement, demand that the votes to be counted and the chairman of the meeting shall have the votes counted immediately.

In the event that the votes are counted at the general meeting, the counting results shall be recorded in the minutes of the meeting. The minutes of the meeting together with the attendance record signed by the attending shareholders and the proxy forms for proxies shall be kept at the domicile of the Company.

Shareholders may examine the photocopies of the minutes of meetings during the Company' s office hours free of charge. If any shareholder demands from the Company photocopies of relevant minutes of meetings, the Company shall send such photocopies within seven (7) days after verifying his capacity as a shareholder and receiving payment of reasonable charges.

Minutes shall be recorded for the general meeting. The minutes shall be signed by attending directors and supervisors. The minutes shall be kept for no less than 10 years.

Rules 4(4) and 4(5) of Appendix 3 of Hong Kong Listing Rules

Article

75 of the Mandatory Provisions

Article

76 of the Mandatory Provisions

Article

77 of the Mandatory Provisions

Article 105

Article 106

Article 107

Chapter 9 Special Voting Procedures for Class Shareholders
Shareholders who hold different classes of shares are class shareholders.	Article

	78 of the
	Mandatory

Class shareholders shall enjoy rights and assume obligations in accordance with Provisions the laws, administrative regulations and the Articles of Association.

Rights conferred on any class shareholders may not be varied or abrogated, unless Article

79 of the

such variation or abrogation is approved by way of a special resolution at a general Mandatory meeting and by a separate general meeting of the affected class shareholders in Provisions

accordance with Articles 108 to 112 of the Articles of Association.

The rights of shareholders of a certain class shall be deemed to have been varied Article

80 of the

or abrogated in the following circumstances:Mandatory

Provisions

An increase or decrease in the number of shares of such class, or an increase or decrease in the number of shares of a class having voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;
a conversion of all or part of the shares of such class into shares of another class, a conversion of all or part of the shares of another class into the shares of such class or the grant of the right to such change;
a removal or reduction of rights to accrued dividends or cumulative dividends attached to the shares of such class;
a reduction or removal of the preferential rights attached to the shares of such class for receiving dividends or for the distribution of assets during the liquidation of the Company;
An addition, removal or reduction of the rights attached to the shares of such class, including the rights of conversion, options, voting and transfer, pre-emptive rights, and the rights to acquire the securities of the Company;
a removal or reduction of rights of such class of shares to receive payables from the Company in a particular currency;
a creation of a new class of shares with voting or distribution rights or other privileges equal or superior to the shares of such class;
an imposition of restriction or additional restrictions on the transfer or ownership of shares of such class;

Article 108

Article 109

an issuance of rights to subscribe for, or convert into, shares of such class or another class;
an increase in the rights or privileges of shares of another class;
restructuring of the Company which results in shareholders of different classes bearing disproportionate burdens of obligations; and
any amendment or cancellation of the provisions of this section.

Shareholders of the affected class, whether or not having the right to vote at general meeting, shall have the right to vote at class meetings in respect of matters referred to in paragraphs (2) to (8) and (11) to (12) in Article 107, except that interested shareholders shall not vote at class meetings.

The term "interested shareholders" in the preceding paragraph shall have the following meanings:

if the Company has made a tender offer to all shareholders in the same proportion or has bought back its own shares through open market transactions on a stock exchange in accordance with Article 28 hereof, the controlling shareholders as defined in Article 57 in the Articles of Association shall be "interested shareholders" ;
if the Company has bought back its own shares by an agreement outside of a stock exchange in accordance with Article 28 hereof, holders of shares in relation to such agreement shall be "interested shareholders" ;
under a restructuring proposal of the Company, shareholders who will bear liability in a proportion smaller than that of the liability borne by other shareholders of the same class, or shareholders who have an interest in a restructuring proposal of the Company that is different from the interest in such restructuring proposal of other shareholders of the same class shall be "interested shareholders" .

Resolutions of a class meeting may be passed only by more than two-thirds of the voting rights of that class represented at the meeting in accordance with Article 108.

Article

81 of the Mandatory Provisions

Article

82 of the Mandatory Provisions

Article 110

Article 111

Article 112

When the Company is to hold a class meeting, it shall issue a written notice 45 days prior to the meeting informing all the registered shareholders of that class of the matters to be considered at the meeting as well as the date and place of the meeting. Shareholders who intend to attend the meeting shall, within 20 days prior to the day of the meeting, deliver their written replies to the Company of their attendance. That the quorum for a class meeting (other than an adjourned meeting) to consider a variation of the rights of any class of shares shall be the holders of at least one-third of the issued shares of the class.

If the number of the voting shares represented by the shareholders intending to attend the meeting is more than half of the total number of voting shares of that class, the Company may hold the class meeting of shareholders. If not, the Company shall within five (5) days inform the shareholders once again of the matters to be considered at the meeting and the date and place of the meeting in the form of a public announcement. Upon notification by public announcement, the Company may hold the class meeting.

If a class meeting is to be convened by issuing a notice of the meeting, such notice shall be delivered only to the shareholders entitled to vote thereat.

The procedure for a class meeting shall, to the extent possible, be identical with the procedure for a general meeting. Provisions of the Articles of Association relevant to the procedure for the holding of a general meeting shall be applicable to a class meeting.

In addition to holders of other classes of shares, holders of domestic shares and overseas-listed foreign shares are deemed to be different classes of shareholders.

The special procedure for voting by class shareholders shall not apply under the following circumstances:

where the Company issues domestic shares and overseas-listed foreign shares, upon approval by a special resolution of its shareholders at a general meeting, either separately or concurrently once every 12 months, not exceeding 20% of each of the existing issued domestic shares and overseas-listed foreign shares of the Company;
where the Company' s plan to issue domestic shares and overseas-listed foreign shares upon its incorporation is implemented within 15 months from the date of approval by the securities regulatory authorities under the State Council; or
where with the approval by the securities regulatory authorities of the State Council the shareholders who hold the domestic shares of the Company transfer the shares held by them to foreign investors and cause these shares to be listed and traded on an overseas stock exchange.

Article

83 of the Mandatory Provisions

Article

84 of the Mandatory Provisions

Article

85 of the Mandatory Provisions

Rule 9 of

Appendix 3

of Hong Kong

Listing Rules

Section 1(f)

of Appendix

13D of Hong

Kong Listing

Rules

Chapter 10 Board of Directors

Section I Directors

Article 113 Directors shall be elected or replaced at the general meeting. Every term of a director is three (3) years. Upon the expiration of the term, a director shall be eligible for re-election and re-appointment, except as otherwise provided in the relevant laws, regulations, the Articles of Association and the listing rules of the stock exchange where the Company' s shares are listed.

Subject to the compliance with the relevant laws and administrative regulations, and the listing rules of the stock exchange where the Company' s shares are listed, the general meeting may by ordinary resolution remove any director (including the general manager) before the expiration of his term of office without prejudice to the director' s right as provided in any contracts to claim for damages arising from his removal.

The written notice of the intention to propose a candidate for election as a director, and the notice of acceptance by such candidate of his willingness to be nominated shall be served to the Company after the issue of the notice of the meeting by the Company at which such election shall be conducted and no less than seven (7) days prior to the date of convening the meeting. The term of the above written notice shall be no less than seven (7) days.

Article 114 A director may resign before the expiration of his term of service. When a director resigns, he shall submit a written resignation notice to the Board.

When a director resigns or his term of office expires, his obligation of confidentiality in relation to trade secrets of the Company survives the termination of their tenure, until such secrets enter the public domain.

A director shall duly carry out all handover procedures with the Board on resignation or expiration of term. His fiduciary obligations to the Company and the shareholders shall not, as a matter of course, terminate at the end of his term of office, and shall survive three (3) years after his resignation or expiration of term.

Article 115 A director who leaves without notice before his term expires shall be liable for compensation to any loss caused to the Company.

Article 116 If any director, without a valid reason, fails to attend in person or entrust other directors as his representative to attend meetings of the Board for two consecutive times, such director shall be deemed to have failed to perform his duties, and the Board shall propose to replace such director at the general meeting.

Article 87 of

the Mandatory

Provisions

Article 4

of Letter of Opinions on Supplementary Amendment

Rules 4(3), 4(4) and 4(5) of Appendix 3 of Hong Kong Listing Rules

Article 117

Article 118

The Company shall consist of independent non-executive directors. Save as stipulated otherwise in this section, the requirement of a director' s qualification and duties under Chapter 14 of the Articles of Association is applicable to independent non-executive directors.

If the term of office of a director expires but re-election is not made forthwith, or the number of the directors fall below the minimum requirement due to a director' s resignation within his term of office, the resigning director shall continue to carry out his duties in accordance with the laws, administrative regulations and the Articles of Association before the elected director takes office.

Article 6 of

Opinions on Further Promotion of Standardized Operations of Overseas Listed Companies and Deepening of Reform

Articles 45(2) and 108(3) of the Company Law

Section II Board of Directors

Article 119

Article 120

The Company shall set up a board of directors. The Board shall consist of 15 directors and independent non-executive directors shall represent at least one-third of the total number of directors.

The Board shall consist of one (1) chairman. The chairman shall be elected or dismissed by exceeding half of all directors. Every term of the chairman is three

years. Upon the expiration of the term, the chairman and vice chairman shall be eligible for re-election and re-appointment.

A director is not required to hold any shares in the Company.

The number of chairman or executive directors of the controlling shareholder concurrently holding the office of the chairman or executive directors of the Company shall not exceed two (2).

The Board shall exercise the following functions and powers:

to be responsible for convening general meetings, propose at general meetings to pass the relevant matters and report its work at the general meetings;
to implement resolutions of the general meetings;
to decide on the Company' s business plans and investment programs;
to formulate the annual financial budgets and final accounts of the Company;
to formulate the Company' s profit distribution plans and plans on making up losses;
to formulate proposals for the Company to increase or decrease its registered capital, issue corporate bonds or other securities and pursue any listing thereof;

Articles 86 and 87 of the Mandatory Provisions

Article 81(6) of the Company Law

Article 1 of

Opinions on Further Promotion of Standardized Operations of Overseas Listed Companies and Deepening of Reform

Article

88 of the Mandatory Provisions

Article 81(6) of the Company Law

to formulate plans for the Company' s substantial acquisitions or disposals and repurchase of shares of the Company, or merger, division, dissolution and alteration of corporate form of the Company;
within the scope authorized by the general meeting, to decide, among others, the Company' s external investment, purchase and sale of assets, charge of assets, external guarantees, wealth management entrustment and related party transactions;
to decide on establishment of internal management organizations of the Company;
to appoint or dismiss general manager and secretary to the Board, and to decide on their remunerations, to appoint or dismiss vice general manager(s), the chief financial officer and other senior management in accordance with the nominations by general manager, and to decide on their remunerations and others;
to decide on the plans such as alteration of corporate form, division, restructuring or dissolution of the Company' s wholly-owned subsidiaries and associated companies;
to formulate the basic management system of the Company, to determine the salary, benefits, rewards and punishments policies and programs of the Company' s employees;
to formulate proposals to amend the Articles of Association;
To formulate proposals of the equity incentive scheme of the Company;
To decide on the establishment of the Company' s sub-branches;
to decide on the establishment of special committees under the Board and to appoint or remove its person-in-charge;
to propose at the general meeting the appointment, re-appointment or dismissal of the accounting firms which provide audit services to the Company;
to listen to work reports submitted by the general manager and review his work;

Articles 46 and 108(4) of the Company Law

Article 121

Article 122

to decide on other major affairs and administrative matters of the Company, to sign other material agreements,save and except for matters to be approved at the general meetings as required by the Company Law and the Articles of Association;
to manage information disclosure of the Company;
other powers and duties authorized by the Articles of Association or general meetings;
other matters as required by the PRC laws and regulations.

Except for the Board resolutions in respect of the matters specified in paragraphs (7), (8), (13) and (14) which shall be passed by more than two-thirds of the directors, the Board resolutions in respect of all other matters set out in the preceding paragraph may be passed by more than half of the directors.

The Board may establish certain special committees such as a strategic committee, an audit committee, a remuneration and assessment committee and a nomination committee as needed, to assist the Board to exercise its duties and powers or provide advice or consultation for the Board in respect of its decisions under the leadership of the Board. The composition of and the rules of procedures for such committees shall be decided by the Board separately.

The Board shall formulate the procedural rules for the Board meeting to ensure the implementation of the resolutions of the general meeting, improvement in work efficiency and reasonable decision making.

The procedural rules for the Board meeting provide for the convening and voting procedures of Board meetings. The procedural rules for the Board meeting shall be formulated by the Board by being included in the Articles of Association or as an annex thereof and approved at the general meetings.

In cases where the expected value of fixed assets proposed for disposal by the Board, when aggregated with value of fixed assets already disposed of within four

months before the proposed disposal, exceeds 33% of the fixed assets value set out in the latest balance sheet recently considered at the general meeting, the Board shall not dispose of or consent to dispose of such fixed assets without prior approval at the general meeting.

The term "fixed assets disposal" referred to in this Article refers to transferring certain interests in assets, but excludes provision of guarantees by way of fixed assets.

Article

89 of the Mandatory Provisions

The validity of transactions regarding fixed assets disposal by the Company shall not be affected due to a breach of the first paragraph of this Article.

When the Board makes a decision on market development, merger and acquisition, investment in new sections and other aspects, for projects involving investment or acquisition or merger amounting to more than 10% of total assets of the Company, an independent consulting agency shall be engaged to provide professional opinions, which shall be regarded as an important basis for the Board to make decision.

Article 123 The powers of the Board in respect of external investment, acquisition and disposal of assets, charge of assets, external guarantees, wealth management entrustment and related party transactions include:

to consider and approve the external investment (including wealth management entrustment), acquisition and disposal of assets and other matters with an amount less than 30% of the latest audited total assets of the Company but more than 10% of the latest audited total assets of the Company, when aggregated with the amount incurred in the preceding one year;
to consider and approve the total amount of external guarantees provided by the Company and its wholly-owned subsidiaries, not exceeding 50% of the latest audited net assets of the Company, with the amount of guarantees in 12 consecutive months not exceeding 30% of the latest audited total assets of the Company;
to consider and approve the guarantee in a single amount not exceeding 10% of the latest audited net assets of the Company;
to consider and approve the related party transactions with an amount not exceeding 5% of the latest audited net assets, profit, gains or market value of the Company and less than RMB5 million.

The Board is authorized at the general meeting to consider and approve the above matters within the scope of authority. The matters exceeding the scope of authority shall be submitted at the general meeting for consideration and approval.

Article 4 of

Opinions on Further Promotion of Standardized Operations of Overseas Listed Companies and Deepening of Reform

Article 124 The chairman of the Board shall exercise the following functions and powers:

to preside over general meetings and to convene and preside over Board meetings;
to check the implementation of resolutions of the Board;
to sign securities issued by the Company;
to establish the systems necessary for the operation of the Board, and coordinate its operation;
to ensure the Company formulates sound corporate governance practices and procedures;
to represent the Company in signing important legally binding documents with third parties;
to put forward a name list of the proposed candidates for the Company' s vice chairman, general manager and secretary to the Board;
to supervise and check on the work of special committees;
to listen to regular and non-regular work reports from the Company' s senior management, and to provide the Board with steering comments on the implementation of Board resolutions;
to at least annually hold one meeting with the non-executive directors (including independent non-executive directors) without the executive director present;
in an emergency situation where the occurrence of force majeure and major emergency events and the Board is unable to convene a meeting in due course, to exercise a special right to deal with the Company' s affairs in compliance with the laws and in the Company' s interests, and to report the same to the Board thereafter;
other functions and powers conferred by the laws and regulations, the Hong Kong Listing Rules, the Articles of Association or the Board resolutions.

When the chairman is unable to perform his duties, the vice chairman (if any) shall perform such duties. When the vice chairman (if any) is also unable to perform his duties, a director shall be elected jointly by more than half of the directors to perform such duties.

The Board may, if necessary, authorize the chairman to perform part of the duties of the Board when it is in recess.

Article

90 of the Mandatory Provisions

Article 109(2) of the Company Law

Article 125

Article 126

Article 127

Meetings of the Board shall be held at least two (2) times a year. Meetings shall be convened by the chairman of the Board.

The chairman shall convene an extraordinary meeting within 10 days after receiving the proposal under the following circumstances:

proposed by shareholders representing at least one tenth of the voting right;
proposed jointly by at least one-third of the directors;
proposed by at least two independent non-executive directors;
proposed by the Board of Supervisors;
proposed by the general manager in case of emergency.

The chairman may decide to convene an extraordinary meeting if it is necessary as deemed by the chairman.

The time limit and means of notification of convening a Board meeting and extraordinary Board meeting are as follows: Notice of a regular Board meeting shall be given to all directors, supervisors and the general manager 14 days before the date of meeting. Notice of an extraordinary meeting shall be given to all directors, supervisors and the general manager 5 days before the date of meeting. The office of the Board shall send the written notice of meeting to all directors, supervisors and the general manager by hand, fax, e-mail or other means. Where the notice is not served by hand, telephone acknowledgement and records shall be made accordingly.

In emergency situations where an extraordinary Board meeting needs to be convened as soon as possible, the notice of the meeting may be given by telephone or by other means of verbal communication at any time. The convener shall provide an explanation for such action at the meeting.

Notice of a meeting of the Board shall contain the following information:

the date and venue of the meeting;
the duration of the meeting;
the reasons for holding the meeting and the matters to be discussed;
the issue date of the notice.

Article

91 of the Mandatory Provisions

Article 110(2) of the Company Law

Article

92 of the Mandatory Provisions

Article 128 The notice of the meeting shall be deemed to have been served to a director if he is present at the meeting and does not raise any objection regarding the non-receipt of such notice prior to or at the time of his arrival at the meeting.

A regular or extraordinary Board meeting can be held by way of telephone conference or held through other telecommunication devices. As long as such devices enable clear communication among all directors, all directors participating shall be deemed as present in the meeting.

Article 129 The Board meetings shall be held only if more than half of the directors are present.

Each director shall have one vote. Exceeding half of the votes of all directors is required for passing of a Board resolution, except as otherwise provided in the laws, administrative regulations and the Articles of Association.

Where the number of votes cast for and against a resolution is equal, the chairman shall have a casting vote.

When a director and an enterprise involved in a resolution at a Board meeting have a related party relationship, such director shall not exercise his voting rights on such resolution or exercise any voting rights on behalf of other directors. The meeting may be held if more than a half of the unrelated directors present at the meeting. The resolutions of the Board meeting shall be passed by more than a half of the unrelated directors. If less than three (3) unrelated directors attend the Board meeting, such matter shall be put forward to the general meeting of the Company for consideration and approval.

Subject to such exceptions stipulated in the Hong Kong Listing Rules or approved by the Hong Kong Stock Exchange, a director shall not vote on any Board resolution approving any contract or arrangement or any other proposal in which he or any of his close associates (as defined in the Hong Kong Listing Rules) has a material interest nor shall he be counted in the quorum present at the meeting.

Article 130 Votes at Board meetings shall be conducted by disclosed ballot.

Extraordinary meetings of the Board may be held by means of communication including fax to make resolutions provided that directors can fully express their views, and directors attending the meetings shall sign on the resolutions.

Article

93 of the Mandatory Provisions

Article 124 of

the Company

Law

Rule 4(1) of

Appendix 3

of Hong Kong

Listing Rules

Article 131

Article 132

Article 133

Article 134

The Board meetings shall be attended by the directors in person. If a director cannot attend a meeting for any reason, he may entrust in writing another director with attending the meeting on his behalf. The instrument of entrustment shall specify the scope of authority.

A director who attends a meeting on behalf of another director shall exercise the rights of a director within the scope of authority granted. If a director fails to attend a Board meeting and has not appointed a representative to attend on his behalf, he shall be deemed to have waived his voting rights in respect of that meeting.

All directors shall be notified of all material matters to be resolved at the Board meeting at the time required by the Articles of Association and be provided with sufficient information strictly in accordance with the procedures as stipulated. Directors may request supplementary information. When at least one-fourth of directors or at least two independent non-executive directors consider the information provided is not sufficient or where an informed judgment cannot be made due to other reasons, they may jointly propose to postpone the Board meeting or to postpone the discussion of certain matters. The Board should accept such proposal.

Resolutions in respect of related party transactions of the Company made by the Board shall be subject to the signature of the independent non-executive directors.

The Board may accept the Board meetings in the form of written resolutions in lieu of meetings on site. However, draft proposals of the meeting must be delivered to each director by hand, post, telegraph, fax, email or otherwise in writing. After the Board has delivered the proposals to all directors and that the number of directors giving consent and signature to the proposals has reached the quorum, such proposals, if delivered to the secretary of the Board by means of methods referred to above, shall become a Board resolution.

The Board shall keep minutes of resolutions on matters discussed at the meeting. The minutes of each Board meeting shall be provided to all directors for review as soon as possible. Those directors who wish to make amendments and supplements on the minutes shall report their written opinions on the amendments to the chairman within a week after the receipt of such minutes. After the minutes are finalized, the minutes shall be signed by the directors present at the meeting and by the person who recorded the minutes. The minutes of the Board meetings shall be kept in the domicile of the Company in the PRC for record, and the complete copies shall be delivered to each director as soon as possible. Directors shall be responsible for the resolutions of the Board.

In the event that any resolution of the Board is in violation of the laws, administrative regulations or the Articles of Association, which causes severe loss for the Company, those directors voting for such resolution shall be held liable for such losses. However, where any director has been proved to have expressed dissenting opinions on the voting on such resolution which has been recorded in the minutes, such director may be exempted from such liability.

Article

94 of the Mandatory Provisions

Articles 3 and 6 of Opinions on Further Promotion of Standardized Operations of Overseas Listed Companies and Deepening of Reform

Article

95 of the Mandatory Provisions

Rule A.1.5 of

Appendix 14

of Hong Kong

Listing Rules

Article 135

Article 136

Article 137

The minutes of Board meetings shall be kept as the files of the Company by the secretary to the Board for at least 10 years.

Chapter 11 Secretary to the Board of the Company
The Company shall have a secretary to the Board. The secretary to the Board is a	Article
member of senior management of the Company.	96 of the
Mandatory
	Provisions
The secretary to the Board of the Company shall be a natural person with the	Article
requisite professional knowledge and experience and shall be nominated by the	97 of the
Mandatory
chairman and appointed or dismissed by the Board. The primary responsibilities of	Provisions
the secretary to the Board include:

to ensure the Company has complete organizations documents and records; to keep and manage shareholders' information; to assist the directors in addressing the routine tasks of the Board, to keep the directors informed and alerted about any regulations, policies and other requirements of domestic and foreign regulators concerning operations of the Company and to ensure they understand the above matters, to assist the directors and the general manager observe domestic and foreign laws and regulations as well as the Articles of Association and other relevant regulations in a proper manner when performing their duties and powers;
to ensure the Company to prepare and submit all reports and documents to the competent authorities as required by the laws;

(3) to organize and arrange for the Board meetings and general meetings,	Article 123 of
to prepare meeting materials, to handle relevant meeting affairs, to be	the Company
Law
responsible for keeping minutes of the meetings and to ensure their accuracy,
to keep meeting documents and minutes and to take initiative to keep abreast
of the implementation of relevant resolutions. Any important issues occurring
during the implementation shall be reported to the Board with suggestions
proposed;

to ensure the material matters resolved by the Board of the Company to be carried out strictly in accordance with the procedures as stipulated. According to the requirements of the Board, to participate in the consultation and analysis of the matters to be considered by the Board and to offer relevant opinions and suggestions. To handle the day-to-day tasks of the Board and its committees as authorized;

as the contact person between the Company and the securities regulatory authorities, to be responsible for preparation and timely submission of the documents as required to the regulatory authorities, and to accept any task from the regulatory authorities and organize the implementation thereof;
to be responsible for coordinating and organizing information disclosure of the Company, to establish and improve the information disclosure system, to participate in all meetings of the Company involving information disclosure, and to keep informed of the material operational decisions and relevant information of the Company in a timely manner;
to be responsible for keeping price-sensitive information of the Company confidential and to work out effective and practical confidentiality systems and measures. Where there is any leakage of price-sensitive information of the Company due to any reason, to take necessary remedial measures; to make timely explanation and clarification, and to notify the stock exchange where the Company' s shares are listed and the CSRC;
to be responsible for coordinating reception of visitors, to keep in touch with news media, to be responsible for coordinating replies to inquiries from the public, to handle the relations with intermediary agencies, regulatory authorities and media, and to report to the CSRC;
to ensure the proper establishment of the register of members of the Company, and to ensure timely access to the relevant records and documents by the individuals who are entitled to access such information;
to assist directors and the general manager in duly complying with the domestic and foreign laws, regulations, the Articles of Association and other requirements in the course of discharging their duties, and upon becoming aware that the Company has passed or may pass resolutions which are in breach of the relevant regulations, to be obliged to remind the Board in a timely manner, and to be entitled to report such matter to the CSRC and other regulatory authorities;
to coordinate the provision of the information necessary for the Board of Supervisors of the Company and other audit agencies to discharge their supervision duties, and to assist in carrying out investigations on the performance of the financial controller, directors and the general manager of the Company of their fiduciary duties;
to perform other duties and powers as conferred by the Board, as well as other duties and powers as required by the stock exchange where the Company' s shares are listed.

Article 138

Article 139

Article 140

The directors or other senior management of the Company may also serve as	Article
the secretary to the Board of the Company. However, the accountants in the	98 of the
Mandatory
accounting firms engaged by the Company and the management of the controlling	Provisions
shareholder shall not concurrently serve as the secretary to the Board of the	Article 1 of
Opinions
Company.	on Further

	Promotion of
	Standardized
In the event that a director concurrently serves as the secretary to the Board of	Operations
of Overseas
the Company, and if an act concerned shall be conducted by the director and	CompaniesListed
the secretary to the Board of the Company separately, such person concurrently	and
serving as a director and the secretary to the Board of the Company shall not	Deepening of
Reform
conduct such act in double roles.

Chapter 12 General Manager of the Company

The Company has one (1) general manager who shall be appointed or dismissed by Article

99 of the

the Board, and a certain number of vice general managers, who shall be nominated Mandatory by the general manager and appointed or dismissed by the Board. A director may Provisions

concurrently serve as the general manager, vice general manger or other senior management.

The general manager shall be accountable to the Board and exercise the following Article

100 of the

functions and powers:Mandatory

Provisions

to be in charge of the Company' s production, operation and management, and to report the same to the Board;
to organize the implementation of the resolutions of the Board;
to organize the implementation of the Company' s annual business plans and investment plans;
to formulate the annual financial budgets and final accounts of the Company, and to make recommendations to the Board;
to formulate the plans such as alteration of corporate form, division, restructuring or dissolution of the Company' s wholly-owned subsidiaries and associated companies;
to formulate the plans for the establishment of the Company' s internal management structure;
to formulate the plans for the establishment of the Company' s sub-branches;
to draft the Company' s basic management system;

to formulate specific rules and regulations for the Company;
to propose the appointment or dismissal of the Company' s vice general manager(s) and the chief financial officer;
to appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board;
to formulate the plans for the salary, benefits, rewards and punishments of the Company' s employees, and to determine the employment and dismissal of the Company' s employees;
to propose the convening of an extraordinary Board meeting in case of emergency;
to determine the plans for the establishment of the sub-branches of the Company' s wholly-owned subsidiaries and associated companies;
to determine matters including investment, financing, contracts and transactions of the Company within the scope authorized by the Board;
such other functions and powers conferred by the Articles of Association and the Board.

The vice general manager shall assist the general manager in his work, and may exercise certain functions and powers of the general manager as delegated by the general manager.

Article 141 The Board may delegate certain functions and powers of the Board to the general manager in accordance with the relevant laws and regulations and the Articles of Association.

Article 142 The general manager may resign before the expiration of his term of service. The specific procedures and measures for the resignation of the general manager shall be stipulated in the appointment contract entered into between the general manager and the Company.

Article 143 The general manager may be present at a meeting of the Board. The general manager has no voting rights at the Board meetings unless he is also a director.

Article

101 of the Mandatory Provisions

Article 144

The general manager of the Company, in exercising his functions and powers,	Article
shall act honestly and diligently in accordance with the laws, administrative	102 of the
Mandatory
regulations and the Articles of Association. The general manager of the Company	Provisions
shall not exploit his position and powers to accept bribes or other illegal income	Article 147 of
the Company
or expropriate the Company' s property.	Law

Where losses are caused to the Company as a result of the violation of the laws,
administrative regulations, departmental rules or the Articles of Association
by senior management in the course of performing his duties, such senior
management shall be liable to compensation.

Chapter 13 Board of Supervisors

Article 145

Article 146

Article 147

Article 148

The Company shall set up a board of supervisors which shall exercise supervision functions according to the laws, administrative regulations and the Articles of Association.

The Board of Supervisors shall consist of five (5) supervisors, one of which shall be the chairman of the Board of Supervisors. The term of office of each supervisor shall be a period of three (3) years and shall be eligible for re-election.

The appointment and dismissal of the chairman of the Board of Supervisors shall be passed by more than two-thirds (inclusive) of its members.

If the term of office of a supervisor expires but re-election is not made forthwith, or the number of the supervisors fall below the minimum requirement due to a supervisor' s resignation within his term of office, the resigning supervisor shall continue to carry out his duties in accordance with the laws, administrative regulations and the Articles of Association before the elected supervisor takes office.

The Board of Supervisors shall comprise an appropriate proportion of the employee representatives of the Company, which shall not be less than one third (1/3) of the total number of members of the Board of Supervisors. Supervisors, except employee supervisors, shall be appointed or dismissed at the general meetings, while employee representatives shall be appointed or dismissed at employee representative meetings, employee meetings or by other forms of democratic election by the employees of the Company.

The Board of Supervisors shall have more than half of external supervisors (namely the supervisors, including representatives of shareholders, not holding any positions in the Company, same hereinafter), and the external supervisors shall have authority to report separately at the general meetings on the honesty and diligence of the members of senior management of the Company.

Article

103 of the Mandatory Provisions

Article 104 of

the Mandatory

Provisions

Article 5 of

Letter of Opinions on Supplementary Amendment

Article 81(8) of the Company Law

Section 1(d)(i) of Appendix 13D of Hong Kong Listing Rules

Article 105 of

the Mandatory

Provisions

Article 7 of

Opinions on Further Promotion of Standardized Operations of Overseas Listed Companies and Deepening of Reform

Article 117(2)

of the Company

Law

Article 149 The Company' s directors, general manager, vice general managers and other senior management shall not concurrently serve as supervisors.

Article 150 The Board of Supervisors shall be accountable to the general meeting and exercise the following functions and powers:

to examine the Company' s financial position;
to supervise the performance by the directors and senior management when discharging their duties to the Company, to supervise any act in violation of the laws, administrative regulations and the Articles of Association, and to propose to remove the directors or senior management who violate the laws, administrative regulations, the Articles of Association or resolutions of general meetings;
to demand rectification from the directors or senior management when the acts of such persons are harmful to the Company' s interest;
to verify the financial information such as financial reports, business reports and profit distribution plans to be submitted by the Board at the general meetings and, should any queries arise, to engage, in the name of the Company, certified public accountants and practicing auditors for a re-examination of the aforesaid information;
to propose to convene an extraordinary general meeting and to convene and preside over a general meeting when the Board fails to perform the duties of convening and presiding over the general meeting under the Company Law;
to submit proposals to the general meetings;
to propose the convening of extraordinary meetings of the Board;
to represent the Company in negotiating with or in bringing legal actions against the directors and senior management according to the relevant provisions under the Company Law;
such other functions and powers as prescribed by the laws, administrative regulations and the Articles of Association.

Supervisors shall attend meetings of the Board.

Article 106 of

the Mandatory

Provisions

Article 117(4) of the Company Law

Article

108 of the Mandatory Provisions

Article 81(8) of the Company Law

Articles 53 and 118 of the Company Law

Article 151

Article 152

Article 153

Article 154

The Board of Supervisors shall convene at least one meeting every six months, which shall be convened by the chairman of the Board of Supervisors. All supervisors shall be notified by fax, post, mail or other means 10 days before the meeting. As approved by all supervisors, the requirement of notice period for a regular meeting of the Board of Supervisors can be exempted.

If the chairman of the Board of Supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than one half of the supervisors shall convene and preside over the meeting.

A supervisor may propose to convene an extraordinary meeting of the Board of Supervisors. All supervisors shall be notified by fax, post, mail or other means 5 days before the meeting. As approved by all supervisors, the requirement of notice period for an extraordinary meeting of the Board of Supervisors can be exempted.

Notice of a meeting of the Board of Supervisors shall contain the following information:

the date, venue and duration of the meeting;
the reasons for holding the meeting and the matters to be discussed;
the issue date of the notice.

The Board of Supervisors shall formulate rules of procedures for the meetings of the Board of Supervisors, specifying the method for discussion and voting procedures of meetings, in order to ensure the efficient work and scientific decision making of the Board of Supervisors. The rules of procedures for the meetings of the Board of Supervisors stipulate the convening of the meeting and procedures for voting of the Board of Supervisors, which shall be attached as an annex to the Articles of Association, formulated by the Board of Supervisors and approved at the general meeting.

The method for discussion at the meetings of the Board of Supervisors: Each supervisor shall have one vote only and the resolutions shall be passed by open or written ballot.

The procedures for voting: A supervisor may cast an affirmative, an opposing or an abstention vote. Each attending supervisor shall indicate his intention by choosing one of the above. The chairman of the meeting shall request any supervisor who fails to choose any of the above or has chosen two or more of the above to vote again, and such supervisor shall be regarded as having abstained from voting if he refuses to vote again. Any supervisor who leaves the meeting and does not return and has not voted by choosing any of the above shall be regarded as having abstained from voting.

Article

107 of the Mandatory Provisions

Article 119 of

the Company

Law

Article

109 of the Mandatory Provisions

Article 81(8) of the Company Law

The resolutions of the Board of Supervisors shall be passed by over two-thirds	Article 6
(inclusive) of the members of the Board of Supervisors by voting.	of Letter of
Opinions on
	Supplementary
	Amendment

Article 155

Article 156

The Board of Supervisors shall record all decisions on matters discussed in the minutes, which shall be signed by the supervisors present at the meeting. The supervisors shall be entitled to make particular illustrative statements regarding their opinions expressed at the meeting recorded in the minutes.

The minutes of the meetings of the Board of Supervisors shall be kept at the domicile of the Company and be kept for the Company' s record for a term of at least 10 years.

Where the Board of Supervisors discovered unusual operation of the Company, it shall conduct investigations. It shall engage professionals such as lawyers and certified public accountants for assistance if necessary, and the reasonable expenses incurred thereby shall be borne by the Company.

The supervisors shall discharge their supervising duties diligently in accordance with the requirements of the laws, administrative regulations and the Articles of Association.

Supervisors shall not harm the interests of the Company by taking advantage of their related party relationship with the Company. The responsible supervisors shall be liable for any losses incurred by the Company as a result of such harm. Supervisors breaching the requirements of the laws and regulations or the Articles of Association during the course of discharging their duties to the Company where losses are incurred to the Company, such supervisors shall be liable for compensation.

Section 1(d)(ii) of Appendix 13D of Hong Kong Listing Rules

Article 110 of

the Mandatory

Provisions

Article 54(2) of the Company Law

Article

111 of the Mandatory Provisions

Chapter 14

Article 157

Qualifications and Obligations of the Directors, Supervisors, General Manager and other Senior Management Members of the Company

A person may not serve as a director, supervisor, general manager, or any other Article

112 of the

senior management member of the Company if any of the following circumstances MandatoryProvisions applies:

a person without civil capacity or with restricted civil capacity;
a person who has committed an offence of corruption, bribery, embezzlement of property, misappropriation of property or disruption of the socialist economic order and has been punished because of committing such offence; or who has been deprived of his political rights on committing an offence, in each case where less than five (5) years have elapsed since the date of the enforcement of such punishment or deprivation;
a person who is a former director, factory manager or manager of a company or enterprise which has entered into insolvent liquidation and he is personally liable for the insolvency of such company or enterprise, where less than three
1. 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 and ordered for closure due to a violation of law and he is personally liable for that, 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 outstanding and past due;
a person who is under criminal investigation or prosecution by a judicial organization for violation of the criminal law where the said investigation or prosecution is not yet concluded;
a person who is not eligible for enterprise leadership according to the laws and administrative regulations;
not a natural person;
a person convicted of contravention of provisions of the relevant securities regulations by a relevant competent authority, and such conviction involves a finding that he has acted fraudulently or dishonestly, where less than five (5) years have elapsed since the date of the conviction;
other circumstances as prescribed by the laws and regulations of the place where the Company' s shares are listed.

Any election or appointment of directors in violation of this Article shall be invalid. The Company shall dismiss the directors if they are involved in the said circumstances during their respective term of office.

Article 158 Directors and senior management members shall observe the laws, administrative regulations and the Articles of Association, and fulfill the following obligations of loyalty to the Company:

not to abuse their functions and powers to take bribes or other unlawful income, and not to misappropriate the Company' s property;
not to misappropriate the funds of the Company;
not to deposit any assets or money of the Company in any accounts under their names or in the names of other persons;
not to lend the money of the Company to other persons or provide guarantee for other persons with the property of the Company in violation of the Articles of Association or without the approval of the general meeting or the Board;

not to enter into any contract or conduct any transaction with the Company in violation of the Articles of Association or without the approval of the general meeting;
without the approval of the general meeting, not to take advantage of their positions to seek for themselves or others any business opportunities which should be available to the Company, or to conduct any business similar to those of the Company for themselves or others;
not to take as their own any commission for any transaction with the Company;
not to disclose any secret of the Company without authorization;
not to use his related party relationships to harm the interests of the Company;
to fulfill other obligations of loyalty as stipulated by the laws, administrative regulations, departmental rules and the Articles of Association.

Directors' income derived from violation of this Article shall belong to the Company. Directors shall be liable to compensate any loss incurred to the Company.

Article 159 Directors and senior management members shall observe the laws, administrative regulations and the Articles of Association and fulfill the following obligations of diligence to the Company:

to prudently, conscientiously and diligently exercise the rights granted by the Company, so as to ensure that the business practices of the Company comply with the State laws, administrative regulations and the requirements of various economic policies of the State, and that its commercial activities are within the scope of business specified in the business license;
to treat all shareholders impartially;
to keep informed of the operation and management conditions of the Company;
to approve the regular reports of the Company in written form, and to assure that the information disclosed by the Company is true, accurate and complete;
to honestly provide the Board of Supervisors with relevant information and data, and not to prevent the Board of Supervisors or supervisors from performing their duties and powers;
to fulfill other obligations of diligence as stipulated by the laws, administrative regulations, departmental rules and the Articles of Association.

Article 160

Article 161

Article 162

Article 163

The validity of an act of a director, general manager and any other senior management member on behalf of the Company is not, vis-a-vis a bona fide third party, affected by any irregularity in his office, election or qualification.

In addition to the obligations imposed by the laws, administrative regulations or required by the stock exchange where the Company' s shares are listed, in the exercise of the functions and powers conferred on him, each of the Company' s directors, supervisors, general manager and other senior management members owes the following obligations to each shareholder:

not to cause the Company to go beyond the scope of business as stipulated in its business license;
to act honestly in the best interests of the Company;
not to expropriate in any form the Company' s property, including (but not limited to) usurpation of opportunities advantageous to the Company;
not to expropriate the individual rights of shareholders, including (but not limited to) rights to distribution and voting rights, save for the restructuring of the Company approved at the general meeting in accordance with the Articles of Association.

Each of the Company' s directors, supervisors, general manager and other senior management members owes a duty, in the exercise of his powers and discharge of his duties, to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Each of the Company' s directors, supervisors, general manager and other senior management members shall perform his duties in accordance with the principle of good faith and shall not put himself in a position where his duties and his interests may be in conflict. This principle includes (but not limited to) discharging the following obligations:

to act honestly in the best interests of the Company;
to exercise powers within the scope of his functions and powers and not to exceed those powers;
to exercise the discretion vested in him personally and not to allow himself to act under the control of others and, unless and to the extent permitted by the laws, administrative regulations or with the informed consent of shareholders given at the general meeting, not to delegate the exercise of his discretion;
to treat shareholders of the same class equally and to treat shareholders of different classes fairly;
except in accordance with the Articles of Association or with the informed consent of shareholders given at the general meeting, not to enter into any contract, transaction or arrangement with the Company;

Article

113 of the Mandatory Provisions

Article

114 of the Mandatory Provisions

Article

115 of the Mandatory Provisions

Article

116 of the Mandatory Provisions

without the informed consent of shareholders given at the general meeting, not to use the Company' s property for his own benefit by any means;
not to exploit his position to accept bribes or other illegal income or misappropriate the Company' s property by any means, including (but not limited to) opportunities advantageous to the Company;
without the informed consent of shareholders given at the general meeting, not to accept commissions in connection with the Company' s transactions;
to abide by the Articles of Association, faithfully execute his duties and protect the Company' s interests, and not to exploit his position and the functions and powers in the Company to advance his own private interests;
not to compete with the Company in any form unless with the consent of shareholders given at the general meeting;
not to misappropriate the Company' s funds, not to open accounts in his own name or other names for the deposit of the Company' s assets or funds and not to provide guarantee for the shareholder(s) of the Company or other individual(s) with the Company' s assets;
unless otherwise permitted by informed shareholders in general meeting, not to leak out confidential information relating to the Company acquired by him in the course of and during his tenure and not to use such information in purposes other than in furtherance of the interests of the Company, save that disclosure of such information to the court or other competent government authorities is permitted if:
1. such disclosure is made under compulsion of law;
2. disclosure is required for public interests;
3. disclosure is required for the interests of the relevant director, supervisor, general manager and other senior management members.

The aforesaid officers' income derived from violation of this Article shall belong to the Company, and such officers shall be liable to compensate any loss incurred to the Company.

Article 164 Each of the directors, supervisors, general manager and other senior management members of the Company shall not cause the following persons or institutions (the "associates" ) to do what he is prohibited from doing:

the spouse or minor child of any of the directors, supervisors, general manager and other senior management members of the Company;
a person acting in the capacity of trustee of any of the directors, supervisors, general manager and other senior management members of the Company, or any person referred to in sub-paragraph (1) of this Article;

Article

117 of the Mandatory Provisions

Article 165

Article 166

Article 167

a person acting in the capacity of partner of any of the directors, supervisors, general manager and other senior management members of the Company, or any person referred to in sub-paragraphs (1) and (2) of this Article;
a company in which any of the directors, supervisors, general manager and other senior management members of the Company, alone or jointly with one or more persons referred to in sub-paragraphs (1), (2) and (3) of this Article or other directors, supervisors, general manager and other senior management members of the Company have de facto controlling interest; and
a director, supervisor, general manager and other senior management member of the controlled company referred to in sub-paragraph (4) of this Article.

The fiduciary duties of a director, supervisor, general manager and other senior management member of the Company do not necessarily cease with the termination of their tenure. The duty of confidentiality in relation to trade secrets of the Company shall remain valid upon 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 and conditions under which the relationships between them and the Company are terminated.

Except for circumstances prescribed in Article 56 of the Articles of Association, a director, supervisor, general manager and other senior management member of the Company may be relieved of liability for specific breaches of his duty by the informed consent of shareholders given at a general meeting.

Where a director, supervisor, general manager and other senior management member 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 the contract of service of the director, supervisor, general manager and other senior management member with the Company), he shall declare the nature and extent of his interests to the Board at the earliest opportunity, whether or not the contract, transaction or arrangement or proposal therefor is otherwise subject to the approval of the Board under normal circumstances.

Article

118 of the Mandatory Provisions

Article

119 of the Mandatory Provisions

Article

120 of the Mandatory Provisions

Article 168

Article 169

Article 170

Unless the interested director, supervisor, general manager and other senior management member of the Company discloses his interests to the Board in accordance with the preceding paragraph (1) 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 and other senior management member of the Company is not counted in the quorum and refrains from voting, such contract, transaction or arrangement 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 and other senior management member of the Company.

A director, supervisor, general manager and other senior management member of the Company is deemed to be interested in a contract, transaction or arrangement in which an associate of that director, supervisor, general manager and senior management member is interested.

Where a director, supervisor, general manager and other senior management member of the Company gives to the Board a general notice in writing stating that, by reason of the facts specified in the notice, he is interested in 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 Article of this chapter to be a sufficient disclosure of his 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.

The Company shall not in any manner pay taxes for its directors, supervisors, general manager and other senior management members of the Company.

The Company shall not directly or indirectly make a loan to, or provide any guarantee in connection with the making of a loan, to a director, supervisor, general manager and other senior management member of the Company or of the Company' s parent company or any of their respective associates.

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

the provision by the Company of a loan or guarantee for a loan to a company which is a subsidiary of the Company;
the provision by the Company of a loan or guarantee in connection with the making of a loan or any other funds to any of the directors, supervisors, general manager and other senior management members of the Company to pay the expenses incurred by him for the purposes of the Company or for the purpose of enabling him to perform his duties to the Company, in accordance with the terms of the engagement contract approved at general meeting; and

Article

121 of the Mandatory Provisions

Article

122 of the Mandatory Provisions

Article

123 of the Mandatory Provisions

Article 171

Article 172

Article 173

Article 174

the Company may make a loan or provide a guarantee in connection with the making of a loan to any of the relevant director, supervisor, general manager and other senior management member of the Company or their respective associates 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 the provision of guarantee in connection with the making of a loan.

A loan made by the Company in breach of the provision of the preceding Article shall be forthwith repayable by the recipient of the loan regardless of the terms of the loan.

A loan guarantee provided by the Company in breach of paragraph 1 of Article

170 shall not be enforceable against the Company, except that:

the loan was advanced to an associate of any of the directors, supervisors, general manager and other senior management members of the Company or of the Company' s parent company where the lender did not know the relevant circumstances;
the collateral provided by the Company has been lawfully disposed of by the lender to a bona fide purchaser.

For the purposes of the foregoing provisions of this chapter, a guarantee includes the undertaking of responsibility or provision of property to secure the performance of obligations by the obligor.

In addition to any rights and remedies provided by the laws and administrative regulations, where a director, supervisor, general manager and other senior management member of the Company is in breach of his duties to the Company, the Company has the right to:

claim damages from the relevant director, supervisor, general manager and other senior management member in compensation for losses incurred to the Company as a result of such breach;
rescind any contract or transaction entered into by the Company with the relevant director, supervisor, general manager and other senior management member 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 member of the Company);
demand the relevant director, supervisor, general manager and other senior management member to surrender the profits made by him as a result of breaching his duties;
recover any monies received by the relevant director, supervisor, general manager and other senior management member which should have been otherwise received by the Company, including (but not limited to) commissions;

Article

124 of the Mandatory Provisions

Article

125 of the Mandatory Provisions

Article

126 of the Mandatory Provisions

Article

127 of the Mandatory Provisions

Article 175

Article 176

demand payment of the interest earned or which may have been earned by the relevant director, supervisor, general manager and other senior management member on the monies that should have been paid to the Company; and
request for judgment through legal proceedings that the properties acquired by directors, supervisors, general manager and other senior management members through their breach of duties shall belong to the Company.

The Company shall, with the prior approval at the general meeting, enter into a contract in writing with a director or supervisor wherein his emoluments are stipulated, including:

emoluments in respect of his service as a director, supervisor or senior management member of the Company;
emoluments in respect of his service as a director, supervisor or senior management member of any subsidiaries of the Company;
emoluments in respect of the provision of other services in connection with the management of the affairs of the Company or any of its subsidiaries; and
compensation for loss of office or retirement from office of such director or supervisor.

Except under a contract entered into in accordance with the foregoing, no proceedings may be brought by a director or supervisor against the Company for any benefits in respect of the aforesaid matters.

The Company shall, on a regular basis, disclose to shareholders the emoluments obtained by the directors, supervisors and senior management members from the Company.

The contract concerning the emoluments between the Company and its directors or supervisors should provide that in the event of a takeover of the Company, the Company' s directors and supervisors shall, subject to the prior approval at the general meeting, have the right to receive compensation or other payment in respect of his loss of office or retirement.

A takeover of the Company referred to in the preceding paragraph means any of the followings:

a take-over offer made by any person to all the shareholders;
a take-over offer made by any person with the purpose of the offeror becoming a "controlling shareholder" . The "controlling shareholder" has the same meaning as defined in the Articles of Association.

Article

128 of the Mandatory Provisions

Article 116 of

the Company

Law

Article

129 of the Mandatory Provisions

Article 177

Article 178

Article 179

If the relevant director or supervisor does not comply with this Article, any sum so received by him shall belong to those persons who have sold their shares as a result of the acceptance of said offer. The expense incurred in distributing that sum amongst those persons shall be borne by the relevant director or supervisor on a pro rata basis and may not paid out of that sum.

Chapter 15 Financial and Accounting Systems
The Company shall formulate its financial and accounting systems in accordance	Article
with the laws, administrative regulations and requirements of relevant PRC	130 of the
Mandatory
authorities.	Provisions

The financial year of the Company shall coincide with the calendar year, i.e. from	Articles 131,
January 1 to December 31 on the Gregorian calendar.	134 and
135 of the
	Mandatory
	Provisions
At the end of each financial year, the Company shall prepare a financial report	Article
which shall be audited and certified in compliance with the laws.	164(1) of the
Company

	Law
The Company shall prepare its annual financial reports within four (4) months
from the ending date of each financial year, prepare the half year financial
reports within two (2) months from the ending date of the first six (6) months of
each financial year, and prepare the quarterly reports within one (1) month from
the ending dates of the first three (3) months and first nine (9) months of each
financial year respectively.
The aforesaid financial reports shall be prepared in accordance with the relevant
laws, administrative regulations and departmental rules.
The financial statements of the Company shall be prepared in accordance with
not only the PRC accounting standards and regulations, but also the international
accounting standards or the accounting standards of the overseas place where
the Company' s shares are listed. If the financial statements prepared under the
two accounting standards are discrepant significantly, such discrepancy shall be
indicated in the notes to the financial statements. For purposes of the Company' s
distribution of after-tax profits of a given financial year, the lesser of the amounts
of after-tax profits shown in the aforementioned two kinds of financial statements
shall prevail.
The interim results or financial information published or disclosed by the
Company shall be prepared in accordance with the PRC accounting standards and
regulations as well as the international accounting standards or the accounting
standards of the overseas place where the Company' s shares are listed.
The Board of the Company shall present before the shareholders at every	Article
annual general meeting such financial reports to be prepared by the Company as	132 of the
Mandatory
required by the relevant laws, administrative regulations or normative documents	Provisions
promulgated by the local governments and competent authorities.

Article 180

Article 181

Article 182

The Company shall not establish account books other than the statutory account books. The assets of the Company shall not be deposited in any personal account.

The financial reports of the Company shall be made available for shareholders' inspection at the Company twenty (20) days before the date of every annual general meeting. Each shareholder of the Company shall be entitled to a copy of the financial reports referred to in this chapter.

The financial reports mentioned in the preceding paragraph shall include the directors' report and the balance sheet (including all other documents to be attached in accordance with the requirements of the PRC laws, other laws and administrative regulations), the profit and loss statement or the statement of income and expense or (in non-violation of the PRC laws) financial highlights approved by the Hong Kong Stock Exchange.

The Company shall deliver or send such financial report to every holder of its overseas-listed foreign shares by hand or by pre-paid post at the addresses of such shareholders as recorded in the register of members of H Shares no less than 21 days before the date of the annual general meeting. The Company may proceed by way of announcements, including announcement via the Company' s website, provided that such announcements are in compliance with the laws, administrative regulations and the listing rules of the stock exchange where the Company' s shares are listed.

The Company shall publish two financial reports each financial year, i.e. the interim financial report published within 60 days after the end of the first six (6) months of the financial year and the annual financial report published within 120 days after the end of the financial year.

Other regulations of the listing rules of the stock exchange where the Company' s shares are listed shall prevail.

Article

137 of the Mandatory Provisions

Article 133 of

the Mandatory

Provisions

Article 7

of Letter of Opinions on Supplementary Amendment

Rule 5 of

Appendix 3

of Hong Kong

Listing Rules

Article

136 of the Mandatory Provisions

Article 183

Chapter 16 Profit Distribution

Profit distribution plan	Article 166 of
the Company

	Law

When allocating the after-tax profits of the current year, the Company shall Article allocate 10% of its profit to the statutory common reserve fund. In the event that 81(9) of the

Company

the accumulated statutory common reserve fund of the Company has reached Law at least 50% of the registered capital of the Company, no further allocation is required.

In the event that the statutory common reserve fund of the Company is insufficient to make up the losses of the Company for the previous year, before allocating the statutory common reserve fund in accordance with the provision of the preceding paragraph, the Company shall first make up the losses by using the profits for the current year.

Article 184

Article 185

Article 186

Article 187

After allocating the statutory common reserve fund from the after-tax profits of the Company, the Company may allocate the discretionary reserve fund according to the resolution of the general meeting.

After making up for the losses and making contributions to the reserve fund, any remaining after-tax profits shall be distributed by the Company to the shareholders in proportion to their respective shareholdings according to the resolutions adopted at the general meeting.

Where the general meeting violates the preceding paragraph and decides on the distribution of profits to shareholders prior to making up the losses of the Company and allocating to the statutory common reserve fund, shareholders must return the profit so distributed to the Company.

The shares of the Company held by the Company shall not be entitled to any profit distribution.

Capital reserve fund includes the following items:

premium received when shares are issued at a premium to their par value;
other income required to be included in the capital reserve fund by the competent finance department of the State Council.

The reserve funds of the Company shall be used to make up the losses of the Company, expand its production and operation or increase its capital. However, the capital reserve fund shall not be used to make up any losses of the Company.

In capitalizing the statutory common reserve fund, the remaining balance of such fund shall not be less than 25% of the registered capital of the Company prior to such capitalization.

The Company may distribute dividends in the form of (or a combination of two or more of the followings):

cash;
shares;
other means as permitted by the laws, administrative regulations, departmental rules and regulatory rules in the place where the Company' s shares are listed.

Any amount paid up in advance of calls on any share carries interest but shall not entitle the relevant shareholder to participate in respect thereof in a dividend subsequently declared.

Article

138 of the Mandatory Provisions

Article 168 of

the Company

Law

Article

139 of the Mandatory Provisions

Rule 3(1) of

Appendix 3

of Hong Kong

Listing Rules

Article 188

Article 189

The Company shall appoint receiving agents on behalf of the holders of overseas-listed foreign shares to receive and keep on behalf of the relevant shareholders the dividends distributed by the Company in respect of overseas-listed foreign shares and other payables, and to make payment to such shareholders.

The receiving agents appointed by the Company shall meet the requirements of the laws of the place where the Company' s shares are listed or the relevant regulations of the stock exchange.

The receiving agents appointed by the Company for holders of overseas-listed foreign shares which are listed in Hong Kong Stock Exchange shall be trust companies registered pursuant to Trustee Ordinance of Hong Kong.

Subject to the relevant laws and regulations of the PRC, the Company may exercise power to confiscate the dividends which nobody has claimed only after six (6) years or more of the declaration of such dividends.

The Company has the right to terminate the dispatch of dividend warrants to the holders of overseas-listed foreign shares by mail, provided that such right shall not be exercised until the dividend warrants have not been cashed for two consecutive occasions. However, where the dividend warrant is, for the first time, undelivered to the addressee and returned, the Company may also exercise such right.

The Company has the right to sell, in such manner as the Board thinks fit, any shares of an overseas listed foreign shareholder who is untraceable, subject to the following conditions:

the Company has distributed dividends for at least 3 times to such shares within 12 years, but none of such dividends was claimed;
the Company, after the expiration of the 12-year period, made public announcement on one or more of the newspapers at the jurisdiction where the Company is listed, stating its intention to sell such shares, and notified the stock exchange where such shares are listed.

Cash dividends and other distributions declared by the Company to the holders of domestic shares shall be paid in Renminbi. Cash dividends and other distributions declared by the Company to the holders of overseas-listed foreign capital shares shall be declared and denominated in Renminbi, and paid in Hong Kong dollars. Foreign currencies for the payment of cash dividends and other distributions payable by the Company to the holders of overseas-listed foreign capital shares shall be obtained pursuant to the relevant regulations on the administration of foreign exchange of the State.

Article

140 of the Mandatory Provisions

Article 8

of Letter of Opinions on Supplementary Amendment

Section 1(c) of

Appendix 13D

of Hong Kong

Listing Rules

Rule 3(2) of

Appendix 3

of Hong Kong

Listing Rules

Rules 13(1) and 13(2) of Appendix 3 of Hong Kong Listing Rules

Article 190 Unless otherwise provided by the relevant laws and administrative regulations, where cash dividends and other distributions are paid in Hong Kong dollars, the exchange rate shall be based on the average middle exchange rate of Hong Kong dollars against Renminbi announced by the People' s Bank of China over one calendar week preceding the date where such dividends or other distribution are declared.

Article 191

Article 192

Article 193

Article 194

Article 195

Where any resolution concerning cash dividends, bonus issue or capitalization of capital reserve fund is passed at a general meeting, the Company shall implement the specific proposals within two (2) months upon conclusion of the meeting.

Chapter 17 Appointment of Accounting Firm

The Company shall appoint an independent accounting firm which is qualified Article

141 of the

under the relevant regulations of the State to audit the Company' s annual financial MandatoryProvisions reports and the Company' s other financial reports.

The first accounting firm of the Company may be appointed by the inaugural meeting prior to the first annual general meeting. Such accounting firm shall hold office until the conclusion of the first annual general meeting.

The term of engagement of an accounting firm shall start from the conclusion of Article

142 of the

the annual general meeting and end upon the conclusion of the next annual general MandatoryProvisions meeting.

An accounting firm engaged by the Company shall have the following rights:	Article

	143 of the
	Mandatory

the right of access at any time to the account books, records or vouchers of Provisions the Company and the right to require the directors, general manager or other senior management of the Company to provide the relevant information and explanations;
the right to require the Company to take all reasonable measures to obtain from its subsidiaries the information and explanations necessary for the accounting firm to perform its duties;
the right to attend general meetings, receive a notice or other information concerning any meetings which shareholders have a right to receive, and to be heard at any general meetings on any matter which relates to it as the accounting firm of the Company.

The Company shall provide true and complete accounting vouchers, books and	Article 170 of
accounts, financial and accounting reports and other accounting data for the	the Company
Law
accounting firm engaged without any refusal, withholding and misrepresentation.
Before the convening of the general meeting, the Board may appoint an accounting	Article
firm to fill any casual vacancy in the office of the accounting firm, but while any	144 of the
Mandatory
such vacancy continues, the surviving or continuing accounting firm, if any, may	Provisions
still act.
The shareholders at general meetings may, by way of ordinary resolutions,	Article
remove an accounting firm before the expiration of its office, notwithstanding the	145 of the
Mandatory
stipulations in the contract between the Company and such accounting firm, but	Provisions
without prejudice to the firm' s right to claim, if any, for damages in respect of
such removal.

Article 196

Article 197

The remuneration of an accounting firm or the manner in which such firm is to be remunerated shall be determined at the general meeting.

The Company' s appointment of, removal of and non-reappointment of an accounting firm shall be resolved at general meetings. The resolution of the general meeting shall be filed with the competent securities regulatory authority of the State Council.

Where it is proposed that any resolution be passed at a general meeting concerning the appointment of an accounting firm, which is not an incumbent firm, to fill a casual vacancy in the office of the accounting firm, or to reappoint a retiring auditor which was appointed by the Board to fill a casual vacancy, or to remove the accounting firm before the expiration of its term of office, the following provisions shall apply:

A copy of the proposal about appointment, reappointment or removal shall be sent to the accounting firm proposed to be appointed or to leave its office or the accounting firm which has left its office in the relevant financial year before the notice of meeting is given to the shareholders.
Leaving includes leaving by removal, resignation and retirement.
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):
1. in any notice given to shareholders about a resolution to be made, state the representations that have been made by the accounting firm which is about to leave; and
2. deliver a copy of the representations to each of the shareholders that are eligible for the notice of general meeting.
If the accounting firm' s representations are not sent in accordance with paragraph (2) above, the relevant accounting firm may require that the representations be read out at the general meeting and may lodge further complaints.
An accounting firm which is leaving its office shall be entitled to attend:
1. the general meeting relating to the expiration 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 which is leaving its office shall be entitled to receive all notices of, and other communications relating to, any such meetings, and to speak at any such meeting in relation to matters concerning its role as the former accounting firm of the Company.

Article

146 of the Mandatory Provisions

Article

147 of the Mandatory Provisions

Article 9

of Letter of Opinions on Supplementary Amendment

Section 1(e)(i) of Appendix 13D of Hong Kong Listing Rules

Article 198 Prior to the removal or the non-reappointment of the accounting firm, notice of such removal or non-reappointment shall be given in advance to the accounting firm who shall be entitled to make representation at the general meeting. Where the accounting firm resigns, it shall make clear to the general meeting whether there has been any impropriety on the part of the Company.

The accounting firm may tender resignation by delivering a written notice

to the Company' s legal address. The resignation shall become effective on the date of delivery or on such later date as may be stipulated in such resignation. The written notice shall include the following statement:

1. a statement to the effect that there are no circumstances relating to its resignation which it considers should be brought to the attention of the shareholders or creditors of the Company; or
2. a statement of any such circumstances which should be brought to attention.
The Company shall, within fourteen (14) days after the receipt of the notice as mentioned in paragraph (1) of this Article, serve a copy of the notice to the relevant competent authorities. If the notice contains the statement as mentioned in paragraph (1) 2 of this Article, a copy of such statement shall be placed at the domicile of the Company for the inspection of shareholders. The Company shall also deliver a copy of such statement by hand or by post (with postage paid) to each holder of overseas-listed foreign shares that is entitled to the financial report of the issuer at his address on the register of members. Provided that there shall be no violation of any laws, administrative regulations and listing rules of the stock exchange where the Company' s shares are listed, the Company may also deliver through announcement(s) (including posting on the Company' s website).
Where the notice of resignation of the accounting firm contains the statement as mentioned in paragraph (1) 2 of this Article, the accounting firm may require the Board to convene an extraordinary general meeting for the purpose of receiving explanation about its resignation.

Article

148 of the Mandatory Provisions

Article 10

of Letter of Opinions on Supplementary Amendment

Section 1(e)(ii) of Appendix 13D of Hong Kong Listing Rules

Section 1(e)(iii) of Appendix 13D of Hong Kong Listing Rules

Section 1(e)(iv) of Appendix 13D of Hong Kong Listing Rules

Chapter 18 Notice, Public Announcement, Information Disclosure and Investor

Management

Article 199 A notice of the Company may be sent as follows:

by hand;
by post;
by fax or email;
subject to compliance with the laws, administrative regulations and the listing rules of the stock exchange where the Company' s shares are listed, by posting on the websites designated by the Company and Hong Kong Stock Exchange;
by public announcement;
by other ways as the Company and the notified party agreed in advance or any other way which is recognized by the notified party upon receipt of the notice;
by other ways which are recognized by the relevant regulatory authority of the place where the Company' s shares are listed or stipulated in the Articles of Association.

Unless otherwise requires, "announcements" referred to in the Articles of Association shall mean, in relation to announcements to the holders of domestic shares or announcements required by the relevant provisions and the Articles of Association to be published in the PRC, such announcements published in the PRC newspapers designated under the PRC laws and regulations or by the securities regulatory authorities under the State Council; or, in relation to announcements to the holders of foreign-listed shares or announcements required by the relevant provisions and the Articles of Association to be published in Hong Kong, such announcements must be published in accordance with the requirements of the Hong Kong Listing Rules.

The Company must give sufficient notice, so as to give the shareholders whose addresses on the register of members are in Hong Kong sufficient time to exercise their rights or act in accordance with the terms of the notice.

Article 81(11) of the Company Law

Rules 7(1) and 7(2) of Appendix 3 of Hong Kong Listing Rules

Article 200 Unless the Articles of Association otherwise requires, the requirements of the preceding article in relation to the ways of notice are applicable to the notices convening general meetings, Board meetings and meetings of the Board of Supervisors by the Company.

Article 201 For notice served by hand, the receiver shall sign (or seal) on the reply slip with the receiving date as the delivery date; for notice sent by mail, the 48th hour from the posting in the post office is the delivery date; for notice sent by fax or email or published on websites, the date of sending or publishing is the delivery date; for notice notified by announcement, the first publishing date is the delivery date. Relevant announcements shall be published in compliance with the requirements imposed by the laws, administrative regulations and the listing rules of the stock exchange where the Company' s shares are listed.

Article 202 In the event that the listing rules of the place where the Company' s shares are listed require the Company to provide the relevant files in English version and Chinese version by delivery, mail, distribution, issuance, publishing or other manners, where the Company has made appropriate arrangement to confirm its shareholders' intent to receive the English version only or the Chinese version only, and within the permissible scope of the applicable laws and regulations and pursuant to the applicable laws and regulations, the Company may (based on the intent stated by the shareholders) deliver the English version only or the Chinese version only to the relevant shareholders.

Article 203 During the course of public transfer of the shares of the Company in the National Equities Exchange and Quotations, the Company designates the designated information disclosure platform of National Equities Exchange and Quotations Co., Ltd. (www.neeq.com.cn or www.neeq.cc) as one of its media of publication of the Company' s announcements and other required information disclosure.

Article 204 The office of the Board is the responsible organization for information disclosure, and the secretary to the Board of the Company is responsible for information disclosure matters.

Article 205 The Company discloses its regular reports and interim reports in accordance with the laws.

Article 206 The communication between the Company and the investors in the investor management mainly includes:

the development strategies and operating policies of the Company;
statutory information disclosure and its explanation, including regular reports and temporary announcements;
the publicly disclosed operation and management information of the Company and its explanation, including the conditions of production and operation, financial conditions, research and development of new products and new technology, operating results and dividends distribution;
the publicly disclosed significant matters of the Company and its explanation;
corporate culture, including the core value, mission and operating philosophies of the Company;
other relevant information of the Company to be disclosed to the public in accordance with the laws and publicly disclosed information.

Article 207 The Company will communicate with investors at different levels through various channels, and the method of commination should be as convenient and effective as possible, so as to facilitate investor participation. The method of communication between the Company and investors includes but no limited to:

announcement, including regular reports and interim reports;
general meeting;
the Company' s website;
telephone consultation;
mailing;
presentation or press release;
media interview and report;
advertisement, leaflet and other promotional information;
site visiting;
Other method of communication.

To help visitors understanding the businesses and operations of the Company, while at the same time avoiding access to undisclosed major information by such visitors, the Company shall make reasonable and proper arrangements during the reception.

Article 208

Article 209

Article 210

Chapter 19 Merger and Division of the Company
In the event of the merger or division of the Company, a plan shall be proposed	Article
by the Board of the Company and shall be approved in accordance with the	149 of the
Mandatory
procedures stipulated in the Articles of Association, and the relevant examining	Provisions
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
request that the Company or the shareholders who consent to such plan purchase
their shares at a fair price. A special document of the Company' s resolution on the
merger or division should be prepared for inspection by the shareholders.
The aforesaid documents shall also be delivered to the holders of overseas-listed
foreign capital shares by post. Subject to the laws, administrative regulations and
the listing rules of the stock exchange where the Company' s shares are listed, the
Company may deliver by announcement (including publishing on the Company' s
website).
The merger of the Company may take the form of either merger by absorption or	Article
merger by the establishment of a new company.	150 of the
Mandatory
	Provisions
In the event of merger, the parties to the merger shall enter into a merger	Article 173 of
the Company
agreement and prepare balance sheets and an inventory of assets. The Company	Law
shall notify its creditors within 10 days of the date of the Company' s resolution
on merger and shall make newspaper announcement within 30 days of the date of
the Company' s resolution on merger. Creditors may, within 30 days after receipt

of such notice from the Company, or within 45 days of the date of the newspaper Article 174 of

announcement for those who do not receive such notice, to demand that the	the Company
Law
Company repay their debts or provide a corresponding guarantee for such debts.
In a merger, debt obligations and liabilities of parties to the merger shall be taken
over by the continuing company or the newly established company after the
merger.
In a division, the assets shall be split in an appropriate manner.	Article
151 of the

	Mandatory
In case of a division of the Company, the parties concerned shall prepare balance	Provisions
sheets and an inventory of assets. The Company shall notify all creditors within 10	Article 175 of
the Company
days after adoption of the resolution on division and shall make an announcement	Law
in newspapers within 30 days.
The debts of the Company before the division shall be borne by the companies	Article 176 of
established after division jointly and severally, save as otherwise agreed in writing	the Company
Law
between the Company and the creditors in respect of debt settlement before
division.

Article 211

Article 212

Article 213

In the event of merger or division of the Company, the Company shall, in	Article
accordance with the laws, apply for change in its registration with the company	152 of the
Mandatory
registration authority for any changes of its registered information caused thereby.	Provisions
Where the Company is dissolved, the Company shall apply for cancellation of its
registration in accordance with the laws. Where a new company is established, the
Company shall apply for registration of incorporation in accordance with the laws.
Chapter 20 Dissolution and Liquidation of the Company
The Company shall be dissolved upon the occurrence of any of the following	Article
events:	153 of the
Mandatory
	Provisions

expiration of the term of business provided in the Articles of Association or Article81(10) of the

other cause of dissolution as specified therein;	Company

	Law

Articles 180

(2) a resolution on dissolution is passed at the general meeting;and 182 of

the Company

Law

dissolution is required due to the merger or division of the Company;
the Company is declared bankrupt due to its failure to repay debts due;
the Company has its business license revoked or is ordered to close down or dissolved for breaches of the laws and administrative regulations;
the Company suffers significant hardships in operation and management that cannot be resolved through other means, and its continuation may cause substantial loss in shareholders' interests, shareholders representing 10% or above of the total voting rights of the Company may plead the people' s court to dissolve the Company, and the people' s court dissolves the Company accordingly.

Where the Company is dissolved pursuant to sub-paragraphs (1), (2), (5) or (6)	Article
of the preceding paragraph, it shall establish a liquidation committee within 15	154 of the
Mandatory
days as of the dissolution circumstance arises. And the liquidation shall be thereby	Provisions
started. The liquidation committee shall comprise directors or those determined at	Article 183 of
the Company
the general meeting. If the liquidation committee is not duly set up within 15 days,	Law
the creditors may plead the people' s court to designate related persons to form a
liquidation committee to carry out the liquidation.
Where the Company is dissolved pursuant to sub-paragraph (4) of the preceding
article, a liquidation committee comprised shareholders, relevant authorities
and professionals shall be formed by the people' s court for carrying out the
liquidation. Where the Company is ordered to be dissolved according to law due to
breach of laws and administrative regulations, a liquidation committee comprised
shareholders, relevant authorities and professionals shall be formed by the relevant
competent authority for carrying out the liquidation.

Article 214

Article 215

Article 216

Where the Board resolves to liquidate the Company for any reason other than bankruptcy, the Board shall include a statement in its notice convening a meeting of shareholders for such issue, stating the Board has performed a full investigation on the Company, and believes the debts of the Company could be fully repaid within 12 months as of the commencement of the liquidation.

Upon passing the resolution for the liquidation of the Company at the general meeting, all functions and powers of the Board shall immediately cease.

The liquidation committee shall act in accordance with the instructions of general meeting and make a report at least once every year at the general meeting on its income and expenses, the business of the Company and the progress of the liquidation, and present a final report at the general meeting upon completion of the liquidation.

The liquidation committee shall perform the following duties during the liquidation period:

checking the Company' s assets and preparing a balance sheet and an inventory of assets, respectively;
notifying the creditors by notice or announcement;
dealing with the outstanding liquidation-related business of the Company;
paying off outstanding taxes as well as taxes arising in the course of liquidation;
claiming credits and paying off debts;
disposing of the remaining assets of the Company after the settlement of debts;
representing the Company in any civil proceedings.

As of the date of its establishment, the liquidation committee shall notify the creditors within 10 days and make public announcement on newspaper(s) within 60 days. Creditors shall, within 30 days after receipt of the notice, or for those who do not receive the notice, within 45 days as of the date of the announcement, declare their claims to the liquidation committee. The liquidation committee shall record the claims in accordance with the laws.

Creditors shall provide explanations on and evidence for their claims upon their declarations of such claims. The liquidation committee shall record the creditors' claims.

The liquidation committee shall not pay off any debts to any creditors during the period of credit declaration.

Article

155 of the Mandatory Provisions

Article

157 of the Mandatory Provisions

Article

156 of the Mandatory Provisions

Article 185 of

the Company

Law

Article 217

Article 218

Article 219

After checking the Company' s assets and preparing a balance sheet and an inventory of assets, the liquidation committee shall formulate a liquidation plan and for the confirmation by general meeting or the relevant competent authorities.

The Company' s assets shall be distributed for repayments in the following sequence: Payment of liquidation expenses, staff wages, labor insurance expenses and statutory compensation, payment of outstanding taxes, and payment of the Company' s debts.

The Company' s residual assets after repayment of its debts in accordance with the preceding paragraph shall be distributed to its shareholders according to the class and proportion of their shareholdings.

During the liquidation period, the Company shall not carry out any business activities irrelevant to the liquidation. The Company' s assets shall not be distributed to its shareholders prior to repaying debts in accordance with the foregoing provisions.

If the liquidation committee, after checking the Company' s assets and preparing a balance sheet and an inventory of assets, finds that the Company' s assets are insufficient to pay off its debts, it shall immediately file an application to the people' s court for bankruptcy.

After the Company is declared bankrupt by the people' s court, the liquidation committee shall hand over the liquidation matters to the people' s court.

Upon completion of liquidation of the Company, the liquidation committee shall prepare a liquidation report and a statement of the income and expenses and the account books in respect of the liquidation period, and after verification by the PRC certified public accountants, shall submit the same to the general meeting or the relevant competent authorities for confirmation.

The liquidation committee shall, within 30 days after the general meeting or after obtaining confirmations from the relevant competent authorities, submit the aforesaid documents to the company registration authority, apply for de-registration of the Company, and announce the termination of the Company.

Article

158 of the Mandatory Provisions

Article 186 of

the Company

Law

Article

159 of the Mandatory Provisions

Article

160 of the Mandatory Provisions

Chapter 21 Procedures for Amendment to the Articles of Association

Article 220 The Articles of Association may be amended in accordance with the laws, administrative regulations and the provisions of the Articles of Association.

Article

161 of the Mandatory Provisions

Article 221

Article 222

Article 223

The following procedures shall be followed when making amendments to the Articles of Association:

the Board shall first adopt a resolution for amendment to the Articles of Association and prepare a proposal for amendment to the Articles of Association;
the Board shall convene a general meeting for voting on such proposal thereat;
the general meeting shall approve such proposal by special resolution;
the Company shall report the proposal for amendments to the Articles of Association approved at the general meeting to the competent approving authority, which will become effective upon approval (if required);
the Company shall file the amended Articles of Association with the company registration authority for record.

Amendment to the Articles of Association which involves the content of the	Article
Mandatory Provisions shall become effective upon receipt of approvals from the	162 of the
Mandatory
examination and approval department authorized by the State Council and the	Provisions
China Securities Regulatory Commission (if required); if there is any change
relating to the registered particulars of the Company, application shall be made for
change in registration in accordance with the laws.
Chapter 22 Settlement of Disputes
The Company follows the rules of dispute resolution below:	Article 163 of

	the Mandatory
	Provisions

Whenever any disputes or claims arise from the Articles of Association or any rights or obligations conferred or imposed by the Company Law or other relevant laws and administrative regulations concerning the affairs of the Company between a holder of overseas-listed foreign shares and the Company, between a holder of overseas-listed foreign shares and a director, a supervisor, the general manager or other senior management of the Company, and between a holder of overseas-listed foreign shares and a holder of domestic shares, the parties concerned shall resolve such disputes or claims through arbitration.

Article 11

of Letter of Opinions on Supplementary Amendment

Where the aforesaid dispute or claim is submitted for arbitration, the entire dispute or claim shall be resolved through 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, if they are companies or shareholders, directors, supervisors, general manager or other senior management of the Company, shall abide by the result of arbitration.

Disputes over who is a shareholder and over the register of member do not have to be resolved through arbitration.

The party seeking arbitration may elect to have the dispute or claim arbitrated either by the China International Economic and Trade Arbitration Commission in accordance with its arbitration rules or by the Hong Kong International Arbitration Centre in accordance with its securities arbitration rules. Once the party seeking arbitration submits a dispute or claim to arbitration, the other party must submit to the arbitral body selected by the party seeking the arbitration.
If the party seeking arbitration elects to arbitrate the dispute or claim at the Hong Kong International Arbitration Centre, then either party may apply to have such arbitration conducted in Shenzhen according to the securities arbitration rules of the Hong Kong International Arbitration Centre.
The laws of PRC (excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan) shall govern the arbitration of disputes or claims described in paragraph (1) above, unless otherwise provided by the laws or administrative regulations.
The award of the arbitral body is final and shall be binding on the parties thereto.

Article 224

Article 225

Chapter 23 Supplementary Provisions
Reference to the term "accounting firm" herein shall have the same meaning as	Article
ascribed to the terms "auditor" .	165 of the
Mandatory
	Provisions
The "related party relationship" herein refers to the relationship between the
controlling shareholders, de facto controllers, directors, supervisors, senior
management members of the Company and the enterprises under their direct or
indirect control, and other relationships which may result in transfer of interests
of the Company, as well as the relationship between related parties or connected
persons as defined in the listing rules of the stock exchange where the shares of
the Company are listed, provided however that related party relationships shall
not be considered to be in existence between state-controlled enterprises solely
because they are under the common control of the PRC government.
In the Articles of Association, the terms "more than" , "within" and "less than"
shall include the given figure, and the terms "exceeding" and "beyond" shall not
include the given figure.
The Articles of Association are written in Chinese. Should there be any
discrepancies between the versions in other languages and the Chinese version, the
Chinese version shall prevail.

Article 226	The Articles of Association shall be construed by the Board of the Company. Any
	matters not covered by the Articles of Association shall be proposed by the Board
	for consideration and approval at the general meeting.
Article 227	Subject to the approval at the general meeting of the Company, the Articles
	of Association shall come into effect from the date on which the shares of the
	Company are traded on the Main Board of the Hong Kong Stock Exchange.

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Shanghai Junshi Biosciences Co. Ltd. published this content on 03 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 February 2020 14:15:09 UTC

Latest news about Shanghai Junshi Biosciences Co., Ltd.

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Junshi Says NDA for Anti-Cancer Drug Accepted By Singapore's HSA	02-01	MT
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Junshi Bio Inks 40 Million Yuan Deal With Shanghai Allink Biotherapeutics	01-31	MT
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Shanghai Junshi Biosciences Co., Ltd. Announces Change of Chief Executive Officer	01-12	CI
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Junshi Biosciences Secures Supplementary Application Approval for Lung Cancer Therapy in China	01-03	MT

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Company Profile

Shanghai Junshi Biosciences Co Ltd is a China-based company mainly engaged in innovation-driven biopharmaceutical business. The Company's main businesses are the discovery, clinical research and development of innovative drugs. The Company's main products include teriprizumab injection, Etesevimab, adalimumab injection and other drugs, which are used to treat malignant tumors, autoimmune system diseases, chronic metabolic diseases, nervous system diseases and infectious diseases . The Company is also engaged in the clinical research and development of recombinant humanized anti-PCSK9 monoclonal antibody injection and other drugs. The Company provides its products for domestic and overseas markets.

Sector

Pharmaceuticals

Calendar

28/08/2024 - Q2 2024 Earnings Release (Projected)

More about the company

Income Statement Evolution

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Ratings for Shanghai Junshi Biosciences Co., Ltd.

Trading Rating

Investor Rating

ESG Refinitiv

C+

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Analysts' Consensus

Sell

Buy

Mean consensus

OUTPERFORM

Number of Analysts

Last Close Price

12.53 CNY

Average target price

22.86 CNY

Spread / Average Target

+82.36%

Consensus

EPS Revisions

Estimates Revisions

Annual profits - Rate of surprise

Company calendar

Sector Biopharmaceuticals

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Biopharmaceuticals