THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Logory Logistics Technology Co., Ltd., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

监歌

LOGORY

Logory Logistics Technology Co., Ltd.

合肥維天運通信息科技股份有限公司

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

(Stock Code: 2482)

(1) 2024 ANNUAL REPORT
(2) WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
(3) WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2024
(4) PROFIT DISTRIBUTION PLAN FOR 2024
(5) PROPOSED RE-APPOINTMENT OF AUDITORS FOR 2025
(6) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR
(7) BANK CREDIT AND BANK LOANS IN 2025
(8) PROVISION OF GUARANTEE IN FAVOUR OF WHOLLY-OWNED SUBSIDIARIES IN 2025
(9) PROPOSED GRANT OF ISSUE GENERAL MANDATE
(10) PROPOSED GRANT OF REPURCHASE GENERAL MANDATE
(11) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(12) NOTICE OF ANNUAL GENERAL MEETING
(13) NOTICE OF H SHAREHOLDERS' CLASS MEETING
AND
(14) NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

The notices convening the Annual General Meeting, the H Shareholders' Class and the Domestic Shareholders' Class Meeting to be held at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China on Tuesday, June 10, 2025 at 2:00 p.m., 2:30 p.m. (or immediately after the conclusion of the Annual General Meeting) and 2:45 p.m. (or immediately after the conclusion of the H Shareholders' Class Meeting), respectively, are set out in this circular and being despatched to the Shareholders.

Whether or not you are able to attend the Annual General Meeting, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting, please complete, sign and return the enclosed form of proxy for use at the Annual General Meeting, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting in accordance with the instructions printed thereon. The form of proxy must be signed by you or your attorney duly authorized in writing or, in case of a legal person, must either be executed under its seal or under the hand of its director or other attorney duly authorized to sign the same. If the form of proxy is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other document of authorization, must be notarially certified. In the case of joint holders of Shares, only the holder whose name stands first in the register of members of the Company shall alone be entitled to vote at the Annual General Meeting and the Class Meetings either in person or by proxy in respect of such Shares. For holders of H Shares, please return the proxy form together with any documents of authority to the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 24 hours before the respective time appointed for the Annual General Meeting and the H Shareholders' Class Meeting or any adjournment thereof. For holders of the Domestic Shares, please return the proxy form together with any documents of authority to the Company's registered office, at No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China as soon as possible but in any event not less than 24 hours before the respective time appointed for the Annual General Meeting and the Domestic Shareholders' Class Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting, the H Shareholders' Class Meeting and the Domestic Shareholders' Class Meeting or any adjournment thereof if they so wish and in such event, the form of proxy shall be deemed revoked.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.logory.com).

April 28, 2025

CONTENTS

Page

Definitions 1

Letter from the Board

Introduction 5
2024 Annual Report 5
Work Report of the Board of Directors for 2024 5
Work Report of the Board of Supervisors for 2024 5
Profit Distribution Plan for 2024 6
Proposed Re-appointment of Auditors for 2025 6
Proposed Appointment of Executive Director 6
Bank Credit and Bank Loans in 2025 7
Provision of Guarantee in Favour of Wholly-owned Subsidiaries in 2025 8
Proposed Grant of Issue General Mandate 9
Proposed Grant of Repurchase General Mandate 10
Proposed Amendments to the Articles of Association 12
Notice of Annual General Meeting 13
Notice of H Shareholders' Class Meeting 13
Notice of Domestic Shareholders' Class Meeting 14
Recommendation 15

Appendix I — Biographical Details of the Director Proposed to be Appointed at the Annual General Meeting 16

Appendix II — Comparison Table of Amendments to the Articles of Association 18

Appendix III—Explanatory Statement 186

Notice of Annual General Meeting 191

Notice of H Shareholders' Class Meeting 196

Notice of Domestic Shareholders' Class Meeting 199

DEFINITIONS

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

“Annual General Meeting” the annual general meeting of the Company to be held at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China on Tuesday, June 10, 2025 at 2:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 191 to 195 of this circular, or any adjournment thereof

“Articles of Association” the articles of association of the Company currently in force

“Board” the board of Directors

“Board of Supervisors” the board of Supervisors

“China” or “PRC” the mainland of the People’s Republic of China, for the purpose of this circular and geographical reference only, excluding Hong Kong, Macau Special Administrative Region and Taiwan

“Class Meetings” the H Shareholders’ Class Meeting proposed to be held at 2:30 p.m. on Tuesday, June 10, 2025 (or immediately after conclusion of the Annual General Meeting to be held on the same date or any adjournment thereof) and the Domestic Shareholders’ Class Meeting proposed to be held at 2:45 p.m. on June 10, 2025 (or immediately after conclusion of H Shareholders’ Class Meeting to be held on the same date or any adjournment thereof), notices of the Class Meetings or any adjournment thereof are set out on pages 196 to 201 of this circular

“Company” Logory Logistics Technology Co., Ltd., a joint stock company incorporated in the People’s Republic of China with limited liability, H Shares of which are listed on the Main Board of the Stock Exchange

“Company Law” the Company Law of the PRC

“Director(s)” the director(s) of the Company

“Domestic Share(s)” ordinary share(s) in the registered share capital of the Company, with a nominal value of RMB0.0625 each, which are subscribed for and paid up in Renminbi by domestic investors

“Domestic Shareholder(s)” the registered holder(s) of the Domestic Shares

DEFINITIONS

"Domestic Shareholders' Class Meeting"
the class meeting for Domestic Shareholders to be held at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China on Tuesday, June 10, 2025 at 2:45 p.m. (or immediately after the conclusion of the Annual General Meeting and the H Shareholders' Class Meeting or any adjournment thereof)

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

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

"H Share(s)"
the overseas listed foreign shares with a nominal value of RMB0.0625 each in the share capital of the Company, which are listed on the Stock Exchange and subscribed for and traded in Hong Kong Dollars

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

"H Shareholders' Class Meeting"
the class meeting for H Shareholders to be held at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China on Tuesday, June 10, 2025 at 2:30 p.m. (or immediately after the conclusion of the Annual General Meeting or any adjournment thereof)

"Issue General Mandate"
a general mandate proposed to be granted to the Directors to allot, issue or deal with additional H Shares of not exceeding 20% of the total number of issued H shares of the Company as at the date on which the Issue General Mandate is approved by the Shareholders

"Latest Practicable Date"
April 22, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

"Listing Date"
March 9, 2023, the date on which the H Shares of the Company were listed on the Stock Exchange

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time

DEFINITIONS

"Notices of Class Meetings"
notices convening the Class Meetings as set out on pages 196 to 201 of this circular

"Repurchase General Mandate"
a general mandate proposed to be granted to the Directors to repurchase the H Shares in issue of not exceeding 10% of the total number of issued H shares of the Company as at the date on which the Repurchase General Mandate is approved by the Shareholders

"RMB" or "Renminbi"
Renminbi Yuan, the lawful currency of China

"SAFE"
State Administration of Foreign Exchange of the PRC

"SFO"
Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

"Share(s)"
ordinary shares of our Company with a nominal value of RMB0.0625 each including our Domestic Shares and H Shares

"Shareholder(s)"
holder(s) of Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

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

"Takeovers Code"
The Code on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission as amended from time to time

LETTER FROM THE BOARD

客

恩歌

LOGORY

Logory Logistics Technology Co., Ltd.

合肥維天運通信息科技股份有限公司

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

(Stock Code: 2482)

Executive Directors:
Mr. Feng Lei
Mr. Du Bing
Mr. Ye Sheng

Non-executive Directors:
Mr. Chen Zhijie
Ms. Wang Yao

Independent Non-executive Directors:
Mr. Dai Dingyi
Mr. Li Dong
Mr. Liu Xiaofeng

Registered Office:
No. 2700 Chuangxin Avenue
High-tech District
Hefei, Anhui Province
China

Head Office:
No. 2700 Chuangxin Avenue
High-tech District
Hefei, Anhui Province
China

Principal Place of Business
in Hong Kong:
Room 1922, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong

April 28, 2025

To the Shareholders

Dear Sir/Madam,

(1) 2024 ANNUAL REPORT
(2) WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024
(3) WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2024
(4) PROFIT DISTRIBUTION PLAN FOR 2024
(5) PROPOSED RE-APPOINTMENT OF AUDITORS FOR 2025
(6) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR
(7) BANK CREDIT AND BANK LOANS IN 2025
(8) PROVISION OF GUARANTEE IN FAVOUR OF
WHOLLY-OWNED SUBSIDIARIES IN 2025
(9) PROPOSED GRANT OF ISSUE GENERAL MANDATE
(10) PROPOSED GRANT OF REPURCHASE GENERAL MANDATE
(11) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(12) NOTICE OF ANNUAL GENERAL MEETING
(13) NOTICE OF H SHAREHOLDERS' CLASS MEETING
AND
(14) NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

LETTER FROM THE BOARD

1. INTRODUCTION

The Annual General Meeting of the Company will be held at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China at 2:00 p.m. on Tuesday, June 10, 2025, the notice of which is set out on pages 191 to 195 of this circular.

The H Shareholders' Class Meeting will be held at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China at 2:30 p.m. on Tuesday, June 10, 2025 (or immediately after conclusion of the Annual General Meeting to be held on the same date or any adjournment thereof), the notice of which is set out on pages 196 to 198 of this circular.

The Domestic Shareholders' Class Meeting will be held at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China at 2:45 p.m. on Tuesday, June 10, 2025 (or immediately after conclusion of the Annual General Meeting and the H Shareholders' Class Meeting to be held on the same date or any adjournment thereof), the notice of which is set out on pages 199 to 201 of this circular.

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting and Class Meetings to be held on Tuesday, June 10, 2025.

2. 2024 ANNUAL REPORT

The Company has prepared its financial statements for 2024 in accordance with the International Accounting Standards and engaged Ernst & Young to audit the Company's financial statements. Ernst & Young has issued a standard unqualified auditor's report to the Company. For the details of the above statements, please refer to the financial report in the Company's 2024 annual report published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.logory.com) on April 25, 2025.

The 2024 annual report has been considered and approved by the Board on March 28, 2025, and is hereby proposed at the Annual General Meeting for consideration.

3. WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024

The work report of the Board for 2024 has been considered and approved by the Board on March 28, 2025, and is hereby proposed at the Annual General Meeting for consideration.

For the full text of the work report of the Board for 2024, please refer to the report of the Directors set out in the Company's 2024 annual report published on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.logory.com) on April 25, 2025.

4. WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2024

The work report of the Board of Supervisors for 2024 has been considered and approved by the Board of Supervisors on March 25, 2025, and is hereby proposed at the Annual General Meeting for consideration.

LETTER FROM THE BOARD

For the full text of the work report of the Board of Supervisors for 2024, please refer to the report of the Board of Supervisors set out in the Company's 2024 annual report published on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.logory.com) on April 25, 2025.

5. PROFIT DISTRIBUTION PLAN FOR 2024

Based on the operating results and financial position of the Company, the Board proposes not to distribute final dividend for 2024.

The profit distribution plan for 2024 has been considered and approved by the Board on March 28, 2025, and is hereby proposed at the Annual General Meeting for consideration.

6. PROPOSED RE-APPOINTMENT OF AUDITORS FOR 2025

In accordance with the relevant provisions of the Articles of Association and the audit requirements of the Company, the Company intends to re-appoint Ernst & Young as the Company's auditors for 2025 for a term of one year.

The Company confirms that it will pay Ernst & Young RMB2.1 million (including audit fees and non-audit fees of each subsidiary) respectively as its remuneration for serving as the Company's auditors for the year of 2025, and proposes to the Annual General Meeting to authorize the Board or a person authorized by the Board to determine the remuneration of Ernst & Young for serving as the Company's auditors for the year of 2025.

7. PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated March 28, 2025 in relation to, among other things, the resignation of Mr. Fu Da (傅逢) as a non-executive Director of the Company and the proposed appointment of executive Director of the fifth session of the Board. On March 28, 2025, the Board has resolved and approved to nominate Mr. Long Ke (龍科) ("Mr. Long") as an executive Director. Pursuant to article 96 of the Articles of Association, the appointment of Mr. Long shall be subject to the approval by the Shareholders at the Annual General Meeting.

At the Annual General Meeting, an ordinary resolution will be proposed to appoint Mr. Long as an executive Director with the term of office commencing from the date of obtaining approval at the Annual General Meeting and ending upon the expiry of the term of the fifth session of the Board.

Taking into consideration the diversity perspectives (including but not limited to skill sets, gender, age, qualifications, ethnicity, professional experience, independence and knowledge), the Board is satisfied that Mr. Long is of such character, integrity and experience commensurate with the office of an executive Director. Mr. Long shall be eligible for re-election upon the expiry of his term of office according to the Articles of Association. The Company will enter into a director service agreement with Mr. Long for a term commencing from the date of approval at the Annual General Meeting to the expiry of tenure of the fifth session of the Board.

LETTER FROM THE BOARD

Save for the remuneration received by Mr. Long for his positions as the vice president, the secretary of the Board and one of our joint company secretaries of the Company, Mr. Long will not receive any additional director's fee or remuneration during his tenure as an executive Director of the Company.

In view of the foregoing, the Board has recommended Mr. Long to be appointed as an executive Director at the Annual General Meeting. Biographical details (including the details required under Rule 13.51(2) of the Listing Rules) of Mr. Long who is proposed to be appointed at the Annual General Meeting are set out in Appendix I to this circular.

8. BANK CREDIT AND BANK LOANS IN 2025

To ensure the normal business and operation development, the Company intends to apply for consolidated credit lines of RMB400 million in 2025 from licensed banks and/or authorized financial institutions. Within the scope of the lines, the Group intends to apply for working capital loans, project loans, trade financing, credit (pledge) loans, entrusted loans and other related businesses. The subject of credit is the Company. For the above credit lines, the Company intends to use its own credit as security.

It is hereby proposed that the management of the Company be authorized by the Annual General Meeting to have full authority to conduct specific business on behalf of the Company, including but not limited to signing various legal documents such as contracts and agreements relating to the granting of lines (including but not limited to credit, loans and financing), with an authorization period starting from the date of consideration and approval at the Annual General Meeting to the date of holding the next annual general meeting of the Company. The consolidated credit lines can be used in a revolving manner during the authorization period. The Board and general meetings will not separately consider the individual credit and loan business.

The above consolidated credit lines are subject to certain agreements finally entered in with the relevant banks and financial institutions and the final amount may not be equal to the actual financing amount of the Company. The management of the Company will adjust the number of credit-granting financial institutions and the credit limits among such financial institutions according to the actual situation. The Company will actively secure credit resources from banks and other financial institutions in accordance with the principles of maximizing competition and appropriate adjustment. The specific use of lines will be based on the conditions to satisfy the needs of the Company and are most beneficial to the Company.

This resolution was considered and approved by the Board on March 28, 2025 and is being proposed as an ordinary resolution for consideration and approval of the Shareholders at the Annual General Meeting.

LETTER FROM THE BOARD

9. PROVISION OF GUARANTEE IN FAVOUR OF WHOLLY-OWNED SUBSIDIARIES IN 2025

In order to meet the consolidated credit lines and financing needs of the Company and its wholly-owned subsidiaries, and to ensure the sustainable and stable development of the Group's production and operation, in conjunction with the actual implementation of the Company's guarantee in 2024 and the financing plan for 2025, it is estimated that the amount of guarantee (including but not limited to joint and several liability guarantee and mortgage guarantee) to be provided to the wholly-owned subsidiaries in 2025 shall not exceed RMB300 million. The guarantee provided for each wholly-owned subsidiary shall not exceed RMB100 million. The specific amount is subject to the actual guarantee contract signed.

It is hereby proposed that, within the scope of the above total guarantee amount, the chairman of the Company be authorized by the Annual General Meeting to decide, adjust and approve the specific guarantee amount for the wholly-owned subsidiaries in accordance with the actual situation, and the management of the Company be authorized to have full authority to go through relevant procedures on behalf of the Company within the above guarantee amount, including but not limited to signing relevant legal documents. The authorisation period is from the date of consideration and approval at the Annual General Meeting to the date of holding the next annual general meeting. Such guarantee is subject to the consideration and approval of the Shareholders at the Annual General Meeting.

The above-mentioned entities guaranteed are limited to the Company's wholly-owned subsidiaries, including Hubei Log Logistics Co., Ltd. (湖北路歌物流有限公司), Anhui Jinwang Express Logistics Technology Co., Ltd. (安徽金網運通物流科技有限公司), Kayou Zone Logistics Technology Co., Ltd. (卡友地帶物流科技有限公司), Anhui Qiantong Logistics Technology Co., Ltd. (安徽乾通物流科技有限公司), Sichuan Quanwang Express Logistics Technology Co., Ltd. (四川全網運通物流科技有限公司), Ma'anshan Cloud Net Logistics Technology Co., Ltd. (馬鞍山雲網物流科技有限公司), Anhui Log Transportation Co., Ltd. (安徽路歌運輸有限公司), Log Logistics Co., Ltd. (路歌物流有限公司), Log Information Technology Co., Ltd. (路歌信息科技有限公司), Log Logistics (Dalian) Co., Ltd. (路歌物流(大連)有限公司), Log Energy Technology (Tianjin) Co., Ltd. (路歌能源科技(天津)有限公司), Fujian Huilian Logistics Technology Co., Ltd. (福建慧連物流科技有限公司), Tianjin Log Logistics Technology Co., Ltd. (天津路歌物流科技有限公司), Huainan Log Logistics Co., Ltd. (淮南路歌物流運輸有限公司), Sichuan Jinwang Logistics Technology Co., Ltd (四川金網物流科技有限公司), Anhui Yuntongda Logistics Technology Co., Ltd. (安徽運通達物流科技有限公司), Huangshan Log Logistics Technology Co., Ltd (黄山路歌物流科技有限公司), Kajia Technology Co., Ltd. (卡加科技有限公司), Guizhou Log Network Technology Co., Ltd (貴州路歌網絡科技有限公司), Fujian Jinwang Express Logistics Technology Co., Ltd. (福建金網運通物流科技有限公司), Anqing Jinwang Express Transportation Co., Ltd. (安慶金網運通運輸有限公司), Hefei Huika Automobile Service Co., Ltd. (合肥惠卡汽車服務有限公司), Anhui Haoyunbao Network Technology Service Co., Ltd. (安徽路歌好運寶網絡技術服務有限公司), Tianjin Log Network Technology Co., Ltd. (天津路歌網絡科技有限公司) and Lianjiang Data Communication Information Service Co., Ltd. (連江數通信息服務有限公司).

LETTER FROM THE BOARD

The above guarantee amount of RMB300 million includes the guarantees provided by the Company for its wholly-owned subsidiaries and the guarantees provided between wholly-owned subsidiaries. The guarantees mentioned above include security, pledge, charge, lien and deposits as stipulated in the Civil Code of the People's Republic of China in the form of integrated credit facilities, loans, letters of credit and acceptance notes etc., and the determination of the guarantee period and guarantee conditions will depend on the financing needs of the guaranteed parties and will be subject to the signed guarantee contract.

10. PROPOSED GRANT OF ISSUE GENERAL MANDATE

The Company will put forward a special resolution at the Annual General Meeting to grant the Issue General Mandate to the Board to allot, issue and deal with additional H Shares not exceeding 20% of the H Shares in issue as at the date on which the Issue General Mandate is approved by the Shareholders, subject to the conditions as set out in the Notice of Annual General Meeting. As at the Latest Practicable Date, there were 527,431,924 H Shares in issue. Therefore, a maximum of 105,486,384 H Shares, representing 20% of the number of each of the existing issued H Shares, can be separately or concurrently allotted, issued and/or dealt with by the Board pursuant to the Issue General Mandate to be granted by the Shareholders.

Any exercise of the power by the Board under the Issue General Mandate will have to comply with the Articles of Association, the Company Law of the PRC and the Listing Rules and all other applicable laws, rules, regulations and requirements of relevant governmental and/or regulatory authorities.

In order to ensure flexibility and discretion for the Board to issue new H Shares, the Board believes that it is in the best interests of the Company and the Shareholders as a whole for the Issue General Mandate to be granted.

The Issue General Mandate will end on the earliest of (i) the conclusion of the next annual general meeting following the passing of the relevant resolution; (ii) the expiration of a period of 12 months from the date of passing the relevant resolution at the Annual General Meeting; or (iii) the date upon which such authority is revoked or varied by a special resolution of the Shareholders at a general meeting.

LETTER FROM THE BOARD

11. PROPOSED GRANT OF REPURCHASE GENERAL MANDATE

The Company Law and the Articles of Association provide for certain restrictions on share repurchase which are applicable to all classes of Shares of the Company.

The Company Law (to which the Company is subject to) provides that a joint stock limited company incorporated in the PRC may not repurchase its shares unless such repurchase is effected for the purpose of (a) reducing its registered capital; (b) in connection with a merger between itself and another entity that holds its shares; (c) granting shares as reward to the staff of the company; or (d) the repurchase is made at the request of its shareholders who disagrees with shareholders' resolutions in connection with a merger or division.

Article 29 of the Articles of Association provides that, among others, the Company may, subject to the procedures set out in the Articles of Association and with the approval of the state competent authorities, repurchase its outstanding shares in accordance with legal procedures under the following circumstances: (I) cancelling its shares for the purpose of reducing the registered capital of the Company; (II) merging with another company which holds the shares of the Company; (III) using shares for employee stock ownership plan or equity incentives; (IV) a shareholder who objects to the resolution on merger or division of the Company passed by a shareholders' general meeting may request the Company to acquire his/her/its shares; (V) utilizing the shares for conversion of corporate bonds issued by the Company which are convertible into shares; (VI) it is necessary for the Company to maintain corporate value and shareholders' interests; and (VII) other circumstances as permitted by laws, administrative regulations and listing rules of the place where the Company's shares are listed and approved by regulatory authorities. Except for the aforesaid circumstances, the Company shall not trade in its own shares.

The Listing Rules permit the shareholders of a PRC joint stock limited company to grant a general mandate to its directors to repurchase shares of such company that is listed on the Stock Exchange. Such mandate is required to be given by way of a special resolution passed by its shareholders in general meeting.

H Shares are traded on the Stock Exchange in Hong Kong dollars. Therefore, the repurchase of H Shares by the Company is subject to the approval of the SAFE (or its successor authority), and the price payable by the Company upon any repurchase of H Shares will be paid in Hong Kong dollars.

10 -

LETTER FROM THE BOARD

In accordance with the requirements of the Articles of Association applicable to capital reduction, the Company will have to notify its creditors of the passing of the resolution for the reduction of the registered capital of the Company. In addition, the Company Law provides that the shares repurchased by a company will have to be cancelled and the registered capital of that company will therefore be reduced by an amount equivalent to the aggregate nominal value of the shares so cancelled. In the event of a reduction of registered capital, the Company shall inform its creditors by way of written notice and announcement within a prescribed period after the passing of the relevant resolutions approving such reduction. The creditors shall be entitled to request the Company for repayment of loan and/or provision of guarantee. The statutory notification requirement allows the creditors an opportunity for the recovery and/or security of the debt (in particular for those unsecured debts) where the Company's registered capital is to be reduced.

Conditions to repurchase of H Shares

In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any H Shares (including where such repurchase may lead to an enhancement of the net asset value per Share and/or the earnings per Share), approval is proposed to be sought from the Shareholders for the grant of the Repurchase General Mandate to the Directors. In accordance with the legal and regulatory requirements described above, the Directors give notices to convene the Annual General Meeting and the Class Meetings. At each such meeting, a special resolution will be proposed to grant to the Directors the Repurchase General Mandate, i.e. a conditional general mandate to repurchase H Shares in issue on the Stock Exchange with an aggregate nominal value not exceeding 10% of the aggregate nominal value of H Shares in issue of the Company as at the date on which the Repurchase General Mandate is approved by the Shareholders.

The Repurchase General Mandate will be conditional upon (a) the special resolution for approving the grant of the Repurchase General Mandate being passed at each of the Annual General Meeting and the Class Meetings; and (b) the approvals of SAFE (or its successor authority) and/or any other regulatory authorities as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate. If the above conditions are not fulfilled, the Repurchase General Mandate will not be exercisable by the Directors.

The Repurchase General Mandate would expire on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of a period of 12 months from the date of passing of the relevant resolution at the Annual General Meeting and the Class Meetings; or (iii) the date on which the authority conferred by the special resolution is revoked or varied by a special resolution of the Shareholders in a general meeting or by a special resolution of holders of H Shares or holders of Domestic Shares at their respective class meetings.

The H Shares which may be repurchased by the Company pursuant to the Repurchase General Mandate shall not exceed 10% of the aggregate nominal value of H Shares in issue of the Company as at the date of passing of the resolution approving the Repurchase General Mandate at the Annual General Meeting and the Class Meetings.

11 -

LETTER FROM THE BOARD

An explanatory statement giving certain information regarding the Repurchase General Mandate is set out in Appendix III to this circular.

12. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the Company's announcement dated August 30, 2024 in relation to, among other things, the proposed Amendments to the Articles of Association. In light of, among other things, the newly amended Company Law of the PRC («中華人民共和國公司法») (effective from July 1, 2024), the abolition of the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies («國務院關於股份有限公司境外募集股份及上市的特別規定») and the Mandatory Provisions for Companies Listing Overseas («到境外上市公司章程必備條款») on March 31, 2023, the Guidelines for the Articles of Association of Listed Companies («上市公司章程指引») (effective from December 15, 2023) by the China Securities Regulatory Commission, and certain recent amendments to the Listing Rules, as well as taking into account the actual conditions of the Company, a special resolution will be proposed at each of the Annual General Meeting and the Class Meetings to pass the proposed amendments to the Articles of Association.

Details of the proposed amendments to the Articles of Association are set out in the Appendix II to this circular. The Articles of Association were prepared in Chinese, without a official English version. As such, the English translation of the Articles of Association and its proposed amendments are for reference only. If there is any inconsistency between its Chinese version and English translation, the Chinese version shall prevail.

The above proposed amendments to the Articles of Association are subject to the approval by the Shareholders by way of special resolution at each of the Annual General Meeting and the Class Meetings.

The legal advisers to the Company as to the laws of Hong Kong and the laws of the PRC have respectively confirmed that the proposed amendments to the Articles of Association comply with requirements of the Listing Rules and applicable laws of the PRC. The Company confirms that there is nothing unusual about the proposed amendments for a company incorporated in the PRC and listed on the Stock Exchange.

12 -

LETTER FROM THE BOARD

13. NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China at 2:00 p.m. on Tuesday, June 10, 2025 is set out on pages 191 to 195 in this circular. In order to ascertain Shareholders who are entitled to attend the Annual General Meeting, the register of members of the Company will be closed from Wednesday, June 4, 2025 to Tuesday, June 10, 2025 (both days inclusive). Shareholders whose names appear on the register of members of the Company on Tuesday, June 10, 2025 are entitled to attend and vote at the Annual General Meeting. Holders of H Shares who intend to attend the Annual General Meeting are required to deposit the share certificates together with the transfer documents at the H Share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong before 4:30 p.m. on Tuesday, June 3, 2025. Holders of Domestic Shares who intend to attend the Annual General Meeting are required to deposit the share certificates together with the transfer documents at the Company's registered office, at No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China before 4:30 p.m. on Tuesday, June 3, 2025.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.logory.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at (i) the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H Shares); or (ii) the Company's registered office, at No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China (for holders of Domestic Shares) as soon as possible but in any event not less than 24 hours before the time appointed for the Annual General Meeting (i.e. not later than 2:00 p.m. on Monday, June 9, 2025) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

14. NOTICE OF H SHAREHOLDERS' CLASS MEETING

The notice convening the class meeting for holders of H Shares at 9/F, No. 2700 Chuangxin Avenue, Hightech District, Hefei, Anhui Province, China at 2:30 p.m. on Tuesday, June 10, 2025 (or immediately after the conclusion of the Annual General Meeting) is set out on pages 196 to 198 in this circular.

Proxy forms to be used at the class meeting for holders of H Shares is also enclosed herein and published on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.logory.com). Holders of H Shares who intend to appoint a proxy to attend the above meeting shall complete and return the appropriate proxy form in accordance with the instructions printed thereon.

LETTER FROM THE BOARD

For holders of H Shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company's H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 24 hours before the time for holding the class meeting for holders of H Shares in order for such documents to be valid.

In order to ascertain holders of H Shares who are entitled to attend the class meeting for holders of H Shares, the register of members of holders of H Shares of the Company will be closed from Wednesday, June 4, 2025 to Tuesday, June 10, 2025 (both days inclusive). Holders of H Shares whose names appear on the register of members of the Company on Tuesday, June 10, 2025 are entitled to attend and vote at the class meeting for holders of H Shares. Holders of H Shares who intend to attend the class meeting for holders of H Shares are required to deposit the share certificates together with the transfer documents at the H Share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong before 4:30 p.m. on Tuesday, June 3, 2025.

15. NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

The notice convening the class meeting for holders of Domestic Shares at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China at 2:45 p.m. on Tuesday, June 10, 2025 (or immediately after the conclusion of the Annual General Meeting and the class meeting for the holders of H Shares) is set out on pages 199 to 201 in this circular.

Proxy forms to be used at the class meeting for holders of Domestic Shares is also enclosed herein and published on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.logory.com). Holders of Domestic Shares who intend to appoint a proxy to attend the above meeting shall complete and return the appropriate proxy form in accordance with the instructions printed thereon.

In order to ascertain holders of Domestic Shares who are entitled to attend the class meeting for holders of Domestic Shares, the register of members of holders of Domestic Shares of the Company will be closed from Wednesday, June 4, 2025 to Tuesday, June 10, 2025 (both days inclusive). Holders of Domestic Shares whose names appear on the register of members of the Company on Tuesday, June 10, 2025 are entitled to attend and vote at the class meeting for holders of Domestic Shares. Holders of Domestic Shares who intend to attend the class meeting for holders of Domestic Shares are required to deposit the share certificates together with the transfer documents at the Company's registered office, at No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China before 4:30 p.m. on Tuesday, June 3, 2025.

14 -

LETTER FROM THE BOARD

16. RECOMMENDATION

The Directors believes that all the resolutions proposed for consideration and approval as set out in this circular are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting and the Class Meetings.

Yours faithfully,

For and on behalf of the Board

Logory Logistics Technology Co., Ltd.

FENG Lei

Chairman and Executive Director

For identification purpose only
15 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTOR PROPOSED TO BE APPOINTED AT THE ANNUAL GENERAL MEETING

Mr. Long, aged 41, is the vice president, the secretary of the Board and one of our joint company secretaries of our Company. Mr. Long joined our Company as the vice president in February 2021, and was appointed as the secretary of the Board in September 2021 and was further appointed as one of the joint company secretaries of our Company in October 2021. Mr. Long has been primarily responsible for managing our Group's capital operation, overseeing outbound investment and financing, information disclosure, maintaining investors relationships and implementing the Board's resolutions.

Prior to joining our Company, Mr. Long accumulated extensive investment experience from several state-owned asset management companies. From July 2008 to April 2017, he served as an investment manager and investment director at three subsidiary asset management companies of China South Industries Group Corporation (中國兵器裝備集團), namely China South Industry Assets Management Co., Ltd. (南方工業資產管理有限責任公司), China South Demao Capital Management Co., Ltd. (南方德茂資本管理有限責任公司) and China South Jiuding Investment Management Co., Ltd. (南方九鼎投資管理有限公司). From April 2017 to February 2021, Mr. Long served as an investment director at BAIC Group Industrial Investment Co., Ltd.* (北京汽車集團產業投資有限公司), a company principally engaged in investment management of new energy, autonomous driving technology and advanced manufacture industry, where he was mainly responsible for making investment decisions in the automotive aftermarket and autonomous driving field.

Mr. Long obtained his bachelor's degree in management from Sichuan Normal University (四川師範大學), the PRC, in July 2006 and his master's degree in economics from Central University of Finance and Economics (中央財經大學), the PRC, in June 2008.

The appointment of Mr. Long as an executive Director will become effective after the resolution of his appointment is approved at the Annual General Meeting. Thereafter, the Company will enter into a director service agreement with Mr. Long for a term commencing from the day when the aforementioned resolution is considered and approved at the Annual General Meeting to the expiry of tenure of the fifth session of the Board. Save for the remuneration received by Mr. Long for his positions as the vice president, the secretary of the Board and one of our joint company secretaries of the Company, Mr. Long will not receive any additional director's fee or remuneration during his tenure as an executive Director of the Company.

As of the Latest Practicable Date, Mr. Long is interested in 5,600,000 restricted shares of the Company through Shanghai Qingge Enterprise Management Partnership (Limited Partnership)* (上海青歌企業管理合夥企業(有限合夥) (a limited partnership formed under the laws of the PRC on December 15, 2020, and an employee shareholding platform of our Company), which were granted and vested under the share incentive plan of the Company approved by the Board on September 13, 2021.

16 -

APPENDIX I

BIOGRAPHICAL DETAILS OF THE DIRECTOR PROPOSED TO BE APPOINTED AT THE ANNUAL GENERAL MEETING

To the best knowledge of the Board, save as disclosed above and as at the Latest Practicable Date: (1) Mr. Long did not hold any directorship in public companies whose securities are listed in Hong Kong or any overseas securities markets in the past three years; (2) Mr. Long is not connected to any Director, supervisor, senior management, substantial shareholder or controlling shareholder of the Company; (3) before Mr. Long's appointment as an executive Director of the Company comes into effect, he does not hold any other positions in the Company or any other member companies of the Group; and (4) Mr. Long does not have any interests in the shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Save as disclosed above, there is no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange, nor are there any other matters in relation to the appointment of Mr. Long that need to be brought to the attention of the Shareholders.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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

No.	Original	Revised
1.	Article 1 Logory Logistics Technology Co., Ltd. (hereinafter referred to as the “Company”) is a joint stock company with limited liability established under the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China, the Special Regulations of the State Council on Overseas Offering and Listing of Shares by Joint Stock Limited Companies (hereinafter referred to as the “Special Regulations”), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (the “Mandatory Provisions”), the Reply on Opinions Concerning the Supplement and Amendment to Articles of Association by Companies to be Listed in Hong Kong, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) and other relevant laws and administrative regulations of the People’s Republic of China (hereinafter referred to as the “PRC” or “China”).
...	Article 1 Logory Logistics Technology Co., Ltd. (hereinafter referred to as the “Company”) is a joint stock company with limited liability established under the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China, the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Special Regulations of the State Council oil Overseas Offering and Listing of Shares by Joint Stock Limited Companies (hereinafter referred to as the “Special Regulations”), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (the “Mandatory Provision”), the Reply on Opinions Concerning the Supplement and Amendment to Articles of Association by Companies to be Listed in Hong Kong, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) and other relevant laws and administrative regulations of the People’s Republic of China (hereinafter referred to as the “PRC” or “China”).

APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
2.	Article 7 The Articles of Association, upon a special resolution to be passed at the general meeting, shall come into force from the day when the overseas listed foreign shares issued by the Company to be listed and traded on The Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Stock Exchange”). The original Articles of Association of the Company shall automatically become invalid on the date that the Articles of Association come into effect.
...	Article 7 The Articles of Association; upon a special resolution to be passed at the general meeting, shall come into force from the day when a special resolution to be passed at the shareholders’ general meeting the overseas listed foreign shares issued by the Company to be listed and traded on The Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Stock Exchange”). The original Articles of Association of the Company shall automatically become invalid on the date that the Articles of Association come into effect.
...
3.	Article 8
...
The actions, as referred to in the preceding paragraph include instituting litigation at a court or applying an arbitral body for arbitration.	Article 8
...
The actions, as referred to in the preceding paragraph include instituting litigation at a court or applying an arbitral body for arbitration.
4.	Article 10 The Company may invest in other companies and shall be liable for the invested enterprise to the extent of such capital contribution. However, unless otherwise specified by the laws, the Company shall not be the capital contributor bearing joint liability for the debts of the invested companies.	Article 10 The Company may invest in other companies and shall be liable for the invested enterprise to the extent of such capital contribution. Where the law stipulates that the Company shall not be the investor who assumes joint and several liabilities of the invested enterprise, such provisions shall prevail. However, unless otherwise specified by the laws, the Company shall not be the capital contributor bearing joint liability for the debts of the invested companies.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
5.	Article 13

……

The business scope of the Company registered in accordance with the law: technology development, technology services and information consulting; computer software development application and technology services; satellite monitoring system, electronic products, sales and leases of the communication equipment and monitoring system, common road freight, logistics business process management services, freight terminal services, shipping agency services, warehousing services (excluding hazardous goods), loading, unloading and transportation services, transportation vehicles rental; designing, producing, publishing and serving as agent of various domestic advertising; automobile repair; sales of automobile accessories and parts; house rental; labor dispatching; value-added telecommunications business; and digital freight transportation. (For items subject to approval in accordance with the laws, operating activities can only be conducted upon approval by relevant authorities)

…… | Article 13

……

The business scope of the Company registered in accordance with the law: technology development, technology services and information consulting; computer software development application and technology services; satellite monitoring system, electronic products, sales and leases of the communication equipment and monitoring system, common road freight, logistics business process management services, freight terminal services, shipping agency services, warehousing services (excluding hazardous goods), loading, unloading and transportation services, transportation vehicles rental; designing, producing, publishing and serving as agent of various domestic advertising; automobile repair; sales of automobile accessories and parts; house rental; labor dispatching; value-added telecommunications business; and road freight transportation (digital freight transportation). (For items subject to approval in accordance with the laws, operating activities can only be conducted upon approval by relevant authorities)

…… |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
6.	Article 14 The Company shall set up ordinary shares at any time; according to its needs, the Company may create other classes of shares upon approval from the approval department authorized by the State Council.	Article 14 The Company shall set up ordinary shares at any time; according to its needs, the Company may create issue other classes of shares upon approval from the approval department authorized by the State Council in accordance with the relevant laws, administrative regulations and relevant rules of the regulatory authorities.
7.	Article 17 Subject to the approval by the securities regulatory authority of the State Council, the Company may issue shares to domestic investors and overseas investors.
……	Article 17 Subject to laws, regulations and the listing rules of the place where the Company’s shares are listed, and upon registration or filing the approval by the securities regulatory authority of the State Council or relevant securities regulatory department, the Company may issue shares to domestic investors and overseas investors.
……

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
8.	Article 18

……

Upon the approval by securities regulatory authority of the State Council and consent of the Hong Kong Stock Exchange, holders of domestic shares of the Company may transfer the shares held by them to overseas investors and list and trade such shares on an overseas stock exchange; all or part of domestic shares of the Company may be converted into foreign shares and upon such conversion, the foreign shares may be listed and traded on an overseas stock exchange. Listing and trading of the transferred or converted shares on an overseas stock exchange shall also comply with the regulatory procedures, rules and requirements of the overseas stock market. Neither the listing and trading of the transferred shares on an overseas stock exchange nor the conversion of domestic shares into foreign shares and the listing and trading of such foreign shares on an overseas stock exchange requires resolution at a general meeting or a class meeting. Domestic shares, after being converted into overseas listed foreign shares, are of the same class as the overseas listed foreign shares listed on the same overseas stock exchange.

The shareholders of domestic shares and foreign shares are both shareholders of ordinary shares, and enjoy the same rights and assume the same obligations. | Article 18

……

Upon filing the approval by securities regulatory authority of the State Council and consent of the Hong Kong Stock Exchange, holders of domestic shares of the Company may transfer the shares held by them to overseas investors and list and trade such shares on an overseas stock exchange; all or part of domestic shares of the Company may be converted into foreign shares and upon such conversion, the foreign shares may be listed and traded on an overseas stock exchange. Listing and trading of the transferred or converted shares on an overseas stock exchange shall also comply with the regulatory procedures, rules and requirements of the overseas stock market. Neither the listing and trading of the transferred shares on an overseas stock exchange nor the conversion of domestic shares into foreign shares and the listing and trading of such foreign shares on an overseas stock exchange do not require resolution at a shareholders’ general meeting or a class meeting. Domestic shares, after being converted into overseas listed foreign shares, are of the same class as the overseas listed foreign shares listed on the same overseas stock exchange.

Domestic shares and H shares issued by the Company are the ordinary shares of the Company. The shareholders of domestic shares and foreign shares are both shareholders of ordinary shares, and enjoy the same rights and assume the same obligations. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
9.	Article 20

...

After the aforesaid issue of overseas listed foreign shares (assuming the Over-allotment Option is not exercised) and the conversion of domestic unlisted shares into overseas listed foreign shares, the share capital structure of the Company will be: 1,393,876,104 ordinary shares, including 866,444,180 domestic unlisted shares and 527,431,924 overseas listed foreign shares (including 484,220,924 overseas listed foreign shares converted from domestic unlisted shares). |
| 10. | Article 21 Regarding the plan for issuing domestic shares and overseas listed foreign shares by the Company approved by the securities regulatory authority of the State Council, the Board of Directors of the Company may arrange for the implementation of such plan by means of separate issuance.

According to the aforesaid plan for separate issuance of overseas listed foreign shares and domestic shares, the Company may issue the shares separately within 15 months after approval by the securities regulatory authority of the State Council. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
11.	Article 22 Where the Company issues overseas listed foreign shares and domestic shares separately within the total number of shares specified in the issuance plan, every such issue shall be fully subscribed for in one time. Where it is impossible for respective shares to be fully subscribed for in one time under exceptional circumstances, the shares may be issued by several times upon the approval of the securities regulatory authority of the State Council.	Deleted.
12.	Article 23 Prior to the issuance of H shares, the registered capital of the Company was RMB84,416,569, following the completion of the issuance of the H shares (assuming the Over-allotment Option is not exercised), the registered capital of the Company will be RMB87,117,257.	Article 213 Prior to the issuance of H shares, the registered capital of the Company was RMB84,416,569, following the completion of the issuance of the H shares (assuming the Over-allotment Option is not exercised). The registered capital of the Company will be RMB87,117,257.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
13.	Article 24 Subject to the provisions of laws, regulations, listing rules of the place where the Company’s shares are listed, the Company may, upon resolution by a shareholders’ general meeting, increase its capital on the basis of its business and development needs and pursuant to the Articles of Association.

The Company may increase its capital in the following ways:

(I) offering new shares to non-specific investors;

(II) placing new shares to existing shareholders;

(III) distributing new shares to existing shareholders;

(IV) issuing new shares to certain investors;

(V) converting the reserved funds into share capital; and

(VI) other ways as permitted by laws and administrative regulations.
…… | Article 224 Subject to the provisions of laws, regulations, listing rules of the place where the Company’s shares are listed, the Company may, upon resolution by a shareholders’ general meeting, increase its capital on the basis of its business and development needs and pursuant to the Articles of Association.

The Company may increase its capital in the following ways:

(I) offering new shares to non-specific investors;

(II) placing new shares to existing shareholders;

(III) distributing new shares to existing shareholders;

(IV) issuing new shares to certain investors;

(V) converting the reserved funds into share capital; and

(VI) other ways as permitted by laws and administrative regulations and the relevant regulatory authorities.
…… |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
14.	Article 25 Unless otherwise specified by the laws, administrative regulations and the relevant requirements of the securities regulatory authorities at the place where the Company’s shares are listed or the Articles of Association, the fully paid shares of the Company may be transferred freely without any lien attached.
……	Article 235 Unless otherwise specified by the laws, administrative regulations and the relevant requirements of the securities regulatory authorities at the place where the Company’s shares are listed or the Articles of Association, the fully paid shares of the Company may be transferred freely in accordance with lawswithout any lien attached.
……

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
15.	Article 26 The shares of the Company held by a promoter shall not be transferred within 1 year from the date of the establishment of the Company. Shares issued prior to the public offering of shares by the Company shall not be transferred within 1 year from the day on which the shares of the Company are listed and traded on the stock exchange.

The directors, supervisors and senior management of the Company during their terms of office shall report to the Company their shareholdings in the Company and the changes thereof 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 shares of the Company held by them shall not be transferred within 1 year from the date when the shares of the Company are listed and traded. Any of the aforesaid persons shall not transfer the shares of the Company held by him/her within half a year from his/her termination of the office. | Article 246 The shares of the Company held by a promoter shall not be transferred within 1 year from the date of the establishment of the Company. Shares issued prior to the public offering of shares by the Company shall not be transferred within 1 year from the day on which the shares of the Company are listed and traded on the stock exchange.

The directors, supervisors and senior management of the Company during their terms of office shall report to the Company their shareholdings in the Company and the changes thereof and shall not transfer annually during their terms of office confirmed at the assumption of the position more than 25% of the total number of shares of the Company which they hold; the shares of the Company held by them shall not be transferred within 1 year from the date when the shares of the Company are listed and traded. Any of the aforesaid persons shall not transfer the shares of the Company held by him/her within half a year from his/her termination of the office. Any requirements otherwise specified under the laws, administrative regulations, listing rules of the place where the Company’s shares are listed shall prevail.

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

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
16.	Article 27 The Company may reduce its registered capital in accordance with the provisions of the Articles of Association. The reduction of registered capital of the Company shall follow the procedures set forth in the Company Law and other relevant regulations as well as the Articles of Association.	Article 257 The Company may reduce its registered capital in accordance with die provisions of the Articles of Association. The reduction of registered capital of the Company shall follow the procedures set forth in the Company Law and other relevant regulations as well as the Articles of Association.
17.	Article 28 When reducing its registered capital, the Company shall prepare a balance sheet and an inventory of property.

Within 10 days of the date on which the resolution on reducing registered capital is made, the creditors shall be notified by the Company and a public announcement shall be made on newspapers within 30 days. Creditors may within 30 days after receiving the notice, or within 45 days of the public announcement if no notice has been received, require the Company to pay its debts or provide guarantees covering the debts. | Article 268 When reducing its registered capital, the Company shall prepare a balance sheet and an inventory of property. Upon obtaining approval at a shareholders’ general meeting, the Company’s registered capital could be reduced without based on the proportion of the shareholdings held by the shareholders.

Within 10 days of the date on which the resolution on reducing registered capital is made, the creditors shall be notified by the Company and a public announcement shall be made on newspapers or on the National Enterprise Credit Information Publicity System within 30 days. Creditors may within 30 days after receiving the notice, or within 45 days of the public announcement if no notice has been received, require the Company to pay its debts or provide guarantees covering the debts. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
18.	Article 29 The Company may, subject to the procedures set out in the Articles of Association and with the approval of the state competent authorities, repurchase its outstanding shares in accordance with legal procedures under the following circumstances:

(I) cancelling its shares for the purpose of reducing the registered capital of the Company;

(II) merging with another company which holds the shares of the Company;

(III) using shares for employee stock ownership plan or equity incentives;

(IV) a shareholder who objects to the resolution on merger or division of the Company passed by a shareholders’ general meeting may request the Company to acquire his/her/its shares;

(V) utilizing the shares for conversion of corporate bonds issued by the Company which are convertible into shares; | Article 279 Unless one of the following circumstances applies, the Company shall not acquire its own shares may, subject to the procedures set out in the Articles of Association and with the approval of the state competent authorities, repurchase its outstanding shares in accordance with legal procedures under the following circumstances:

(I) cancelling its shares for the purpose of reducing the registered capital of the Company;

(II) merging with another company which holds the shares of the Company;

(III) using shares for employee stock ownership plan or equity incentives;

(IV) a shareholder who objects to the resolution on merger or division of the Company passed by a shareholders’ general meeting may request the Company to acquire his/her/its shares;

(V) utilizing the shares for conversion of corporate bonds issued by the Company which are convertible into shares; |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(VI) it is necessary for the Company to maintain corporate value and shareholders’ interests; and	(VI) it is necessary for the Company to maintain corporate value and shareholders’ interests; and
	(VII) other circumstances as permitted by laws, administrative regulations and listing rules of the place where the Company’s shares are listed and approved by regulatory authorities.	(VII) other circumstances as permitted by laws, administrative regulations and listing rules of the place where the Company’s shares are listed and approved by regulatory authorities.
	Except for the aforesaid circumstances, the Company shall not trade in our shares.	Except for the aforesaid circumstances, the Company shall not trade-in ours hares.
	A resolution of a shareholders’ general meeting is required for the acquisition of our shares by the Company under either of the circumstances stipulated in item (I) or item (II) of the first paragraph; for the Company’s acquisition of our shares under any of the circumstances stipulated in item (III), item (V) or item (VI) of the first paragraph, a resolution of a meeting of the Board of Directors shall be made by more than two-thirds of directors attending the meeting according to the provisions of the Articles of Association or as authorized by the shareholders’ general meeting.	A resolution of a shareholders’ general meeting is required for the acquisition of our shares by the Company under either of the circumstances stipulated in item (I) or item (II) of the first paragraph; for the Company’s acquisition of our shares under any of the circumstances stipulated in item (III), item (V) or item (VI) of the first paragraph, a resolution of a meeting of the Board of Directors shall be made by more than two-thirds of directors attending the meeting according to the provisions of the Articles of Association or as authorized by the shareholders’ general meeting.
	If the repurchase of our shares is made by the Company under any of the circumstances stipulated in item (III), item (V) or item (VI) of the first paragraph, centralized trading shall be adopted publicly.	If the repurchase of our shares is made by the Company under any of the circumstances stipulated in item (III), item (V) or item (VI) of the first paragraph, centralized trading shall be adopted publicly.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	After the Company’s acquisition of our shares under the circumstances of the first paragraph, the shares acquired under the circumstance stipulated in item (I) hereof shall be deregistered within ten days from the date of acquisition of our shares; the shares shall be assigned or deregistered within six months if the acquisition of shares is made under the circumstances stipulated in either item (II) or item (IV); and the number of shares of the Company held in total by the Company under the circumstances stipulated in item (III), item (V) or item (VI) shall not exceed 10% of the Company’s total shares in issue, and shall be assigned or deregistered within three years.

The Company shall not accept its shares as the subject matter of pledge.

…… | After the Company’s acquisition of our shares under the circumstances of the first paragraph, the shares acquired under the circumstance stipulated in item (I) hereof shall be deregistered within ten days from the date of acquisition of our shares; the shares shall be assigned or deregistered within six months if the acquisition of shares is made under the circumstances stipulated in either item (II) or item (IV); and the number of shares of the Company held in total by the Company under the circumstances stipulated in item (III), item (V) or item (VI) shall not exceed 10% of the Company’s total shares in issue, and shall be assigned or deregistered within three years; and the shares shall be transferred, cancelled or held as treasury shares in accordance with the applicable laws, administrative regulations, the listing rules of the place where the Company’s shares are listed and the requirements of the securities regulatory authorities under the circumstances stipulated in item (VII). |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
		In case the Company acquires its own H shares and holds them as treasury shares pursuant to the Hong Kong Listing Rules, the Company shall hold the treasury shares in a clearly identifiable separate account within the Central Clearing and Settlement System. The Company shall not exercise any right in respect of the treasury shares, and no dividend may be declared or paid in respect of a treasury share.

Treasury shares may be disposed of by the Company on such terms and conditions as determined by the Directors subject to these Articles of Association and the Hong Kong Listing Rules.

When acquiring its own shares, the Company shall fulfil its information disclosure obligation as required under the applicable laws, administrative regulations, listing rules of the place where the Company’s shares are listed and the requirements of the securities regulatory authorities.

The Company shall not accept its shares as the subject matter of pledge.

... |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
19.	Article 30 With the approval of the relevant competent authorities of the State, the Company may repurchase its shares by the following ways:

(I) to make a repurchase tender offer to all shareholders in the same proportion;

(II) to repurchase shares through public transaction on a stock exchange;

(III) to repurchase shares through an off-market agreement outside a stock exchange; and

(IV) the other ways approved by relevant regulatory authorities. | Article 2830 The Company may repurchase its own shares through public centralized trading, or through other means recognized by the laws, administrative regulations, the listing rules of the place where the Company’s shares are listed and the securities regulatory authorities. With the approval of the relevant competent authorities of the State, the Company may repurchase its shares by the following ways:

Where the Company purchases its own shares under any of the circumstances specified in Items (III), (V) and (VI) in the first paragraph of the preceding Article, centralized trading shall be adopted publicly.

(I) to make a repurchase tender offer to all shareholders in the same proportion;

(II) to repurchase shares through public transaction on a stock exchange;

(III) to repurchase shares through an off-market agreement outside a stock exchange; and

(IV) the other ways approved by relevant regulatory authorities. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
20.	Article 31 A prior approval shall be obtained from the shareholders’ general meeting in respect of any share repurchase by the Company through an off-market agreement outside a stock exchange in accordance with the provisions of the Articles of Association. After the shareholders’ general meeting has given its prior approval in the same way, the Company may rescind or alter any contracts entered into in the said manner or waive any rights under such contracts.

The share repurchase contracts aforesaid include (but are not limited to) an agreement to assume the obligations of repurchasing shares and obtain the rights of repurchasing shares.

The Company shall not assign the contracts to repurchase its own shares or any rights thereunder.

Where there are redeemable shares in the Company and the Company has the rights to repurchase the redeemable shares, the share repurchase price shall be limited to a maximum price if such repurchases are not made on-market or by tender, and if such repurchases are made by tender, the relevant tenders shall be available to all shareholders alike. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
21.	Article 32 Where the Company cancels a part of shares due to the share repurchase, the cancellation shall be conducted within the time prescribed by laws, administrative regulations and the listing rules of the place where the Company’s shares are listed, and the application for change of the registered capital shall be filed with the original company registration authorities.

The aggregate par value of the shares so canceled shall be deducted from the Company’s registered capital. | Deleted. |
| 22. | Article 33 Unless the Company has entered into the liquidation stage, it shall be subject to the following provisions in repurchasing its outstanding shares:

(I) where the Company repurchases its shares at par value, the payment shall be deducted from the book balance of the Company’s distributable profits and from the proceeds of a new share offer made to repurchase the old shares;

(II) where the Company repurchases its shares at a price above the par value, the portion equal to the par value shall be deducted from the book balance of the Company’s distributable profits and from the proceeds of a new share offer made to repurchase the old shares; and the portion in excess of the par value shall be effected as follows:

where the shares repurchased were issued at par value, payment shall be deducted from the book balance of the Company’s distributable profits; | Deleted. |
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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	2. where the shares repurchased were issued at a price above the par value, payment shall be deducted from the book balance of the Company’s distributable profits and from the proceeds of a new share offer made to repurchase the old shares; provided that the amount deducted from the proceeds of the new share issuance shall not exceed the total premiums obtained at the time of issuance of the old shares repurchased nor exceed the amount (including the premiums from the new share issuance) in the Company’s premium account (or capital reserve account) at the time of repurchase;

(III) payments by the Company for the purposes set forth below shall be made out of the Company’s distributable profits:
1. acquisition of the rights to repurchase its own shares;
2. variation of any contracts for the repurchase of its own shares; and
3. release from its obligations under any repurchase contracts. | |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(IV) after the aggregate par value of the shares so cancelled has been deducted from the Company’s registered capital in accordance with relevant regulations, the amount deducted from the distributable profits for the shares repurchased at the par value shall be credited into the Company’s premium account (or capital reserve account).

If it is otherwise provided in the laws, regulations, rules, regulatory documents and relevant requirements of the securities regulatory authorities at the place where the Company’s shares are listed regarding the financial transaction in respect of repurchase of the shares above, such provisions shall prevail. | |
| 23. | Chapter 5 Financial Assistance for Purchasing the Company’s Shares | Deleted. |
| 24. | Article 34 The Company or its subsidiaries (including affiliates of the Company) shall not, at any time and in any manner, provide any financial assistance to purchasers or prospective purchasers of the shares of the Company. The aforesaid purchasers of shares of the Company shall include persons who directly or indirectly assume relevant obligations as a result of purchasing shares of the Company.

The Company or its subsidiaries (including affiliates of the Company) shall not, at any time and in any manner, provide any financial assistance to the above obligors in order to reduce or discharge their obligations.

The provisions of this article do not apply to the circumstances set out in Article 36 of the Articles of Association. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
25.	Article 35 Financial assistance referred to in this chapter shall include (but not limited to):

(I) gifts;

(II) guarantees (including the case where the guarantor undertakes the liability or provides property to ensure fulfillment of obligations by the obligor), compensation (excluding compensation arising out of the Company’s own faults), discharge or waiver of rights;

(III) provision of a loan or entering into a contract under which the obligations of the Company are to be fulfilled prior to that of another party, and a change in the party to such loan or contract as well as the assignment of the rights thereof; and

(IV) financial assistance in any other form given by the Company when the Company is insolvent, has no net assets or as a result of which the Company’s net assets would be reduced to a material extent.

The obligations referred to in this chapter shall include the obligations of an obligor which arise by entering into a contract or making an arrangement (regardless of whether such contract or arrangement is enforceable, or whether such obligations are assumed by the obligor individually or jointly with any other person), or any obligations that arise out of changes made in any other way to the obligor’s financial conditions. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
26.	Article 36 The following actions shall not be deemed as actions prohibited in Article 34 of this chapter, except for any prohibitions by the relevant laws, administrative regulations, departmental rules or normative documents:

(I) where the financial assistance given by the Company is genuinely for the benefits of the Company and the main purpose of such financial assistance is not to purchase shares of the Company, or the financial assistance is an incidental part of a general plan of the Company;

(II) distribution of the Company’s properties as dividends pursuant to the law;

(III) distribution of dividends in the form of shares;

(IV) reduction of registered capital, buy-back of shares and adjustment of shareholding structuring, etc. in accordance with the Articles of Association;

(V) provision of a loan by the Company within its business scope and in the ordinary course of its business (provided that it does not lead to a reduction in the net assets of the Company or that if it constitutes a reduction, the financial assistance was paid out of the Company’s distributable profits); and | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(VI) provision of money by the Company for an employee stock ownership plan (provided that it does not lead to a reduction in the net assets of the Company or that if it constitutes a reduction, the financial assistance was paid out of the Company’s distributable profits).
27.	Chapter 6 Share Certificates and Share Register	Chapter 65 Share Certificates and Share Register
28.	Article 37 Share certificates of the Company shall be in registered form. In addition to those provided in the Company Law, a share certificate of the Company shall also contain any other matters required to be specified by the stock exchange(s) on which the Company’s shares are listed.

During the listing of the H shares in Hong Kong, the Company shall ensure that the following statements are enclosed in the listing documents and shall instruct and procure its share registrar to reject the registration of the subscription, purchase or transfer of shares in the name of any individual holder unless and until the individual holder submits the properly signed form relating to such shares to the share registrar and the form shall include the following statements:

(I) The purchaser of the shares agrees with the Company and each of the shareholders, and the Company agrees with each of the shareholders, to observe and comply with the requirements of the Company Law, Special Regulations and other relevant laws, administrative regulations, the listing rules of the place where the Company’s shares are listed and the Articles of Association. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(II) the purchaser of the shares agrees with the Company, each of shareholders, directors, supervisors, managers and senior management of Company, and the Company (for itself and on behalf of each of its directors, supervisors, managers and Senior Management) agrees with its shareholders to submit all disputes or claims arising from the Articles of Association or any right or obligation under the Company Law or other relevant laws, administrative regulations concerning the affairs of the Company to arbitration in accordance with the requirements of 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,

(III) the purchaser of the shares agrees with the Company and each of the shareholders of the Company that the shares of the Company may be freely transferable by the holder.

(IV) the purchaser of the shares authorizes the Company to enter into a contract on his/her behalf with each of the directors and senior management, pursuant to which the directors and senior management would undertake to observe and fulfill their responsibilities to the shareholders under the Articles of Association. | |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	Where shares without voting rights are included in the share capital of the Company, the name of such shares shall carry the tag “Without Voting Right”.

Where shares with different voting rights are included in the share capital of the Company, the name of each class of shares (excluding shares with the most preferred voting rights) shall carry the tag “Restricted Voting Right” or “Limited Voting Right”. | |
| 29. | Article 38 The share certificates shall be signed by the chairman of the Board of Directors. Where the stock exchange on which the Company’s shares 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 affixed by way of printing, with the seal of the Company. The affixing of Company’s seal on the share certificates shall be authorized by the Board of Directors. The signatures of the chairman of the Board of Directors of the Company or other relevant senior management on the share certificates may also be in printed form.

Under the conditions of paperless issuance and transactions, other requirements stipulated by the securities regulatory authorities at the place where the Company’s shares are listed shall prevail. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
30.	Article 39 The Company shall maintain a share register according to certificates provided by the share registrar and the following particulars shall be recorded in share register:

(I) the name, address (domicile), occupation or nature of each shareholder;

(II) the class and number of shares held by each shareholder;

(III) the amount paid or payable for the shares held by each shareholder;

(IV) the serial number(s) of the share(s) held by each shareholder;

(V) the date on which each shareholder is registered as a shareholder; and

(VI) the date on which each shareholder ceases to be a shareholder.

The share register shall be the sufficient evidence for the shareholders’ shareholding in the Company unless there is evidence to the contrary. | Article 2939 The Company shall maintain a share register according to certificates provided by the share registrar and the following particulars shall be recorded in share register:

(I) the name and address (domicile), occupation or nature of the each shareholders;

(II) the class and number of shares acquired held by each shareholder;

(III) if shares are issued in paper form, the serial numbers of the share certificate; the amount paid or payable for the shares held by each shareholder;

(IV) the date on which each shareholder acquired the shares, the serial number(s) of the share(s) held by each shareholder;

(V) the date on which each shareholder is registered as a shareholder; and

(VI) the date on which each shareholder ceases to be a shareholder.

The share register shall be the sufficient evidence for the shareholders’ shareholding in the Company unless there is evidence to the contrary. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
31.	Article 40 The Company may, in accordance with the memorandum of understanding and agreements between the securities regulatory authority of the State Council and overseas securities regulatory authorities, maintain its original copy of the register of holders of overseas listed foreign shares outside China and entrust administration thereof to an overseas agent. The original copy of the register of holders of overseas listed foreign shares listed in Hong Kong shall be kept in Hong Kong.
...	Article 3040 The Company may, in accordance with the memorandum of understanding and agreements between the securities regulatory authority of the State Council and overseas securities regulatory authorities, maintain its original copy of tThe register of holders of overseas listed foreign shares outside China shall be kept in accordance with the laws, regulations and the requirements of the securities regulatory authorities at the place where the Company’s shares are listed, of which, and entrust administration thereof to an overseas agent. The original copy of the register of holders of Hoverseas listed foreign shares listed in Hong Kong shall be kept in Hong Kong.
...
32.	Article 44 If the Company convenes a shareholders’ general meeting, distributes dividends, conducts liquidation or executes any other act requiring recognition of shareholdings, the Board of Directors shall set a date for ascertainment of the shareholding. The shareholders whose names appear on the register of shareholders are entitled to the relevant rights of Company’s shareholders at the end of equity determination date.	Deleted.
33.	Article 45 If any person objects to the share register and asks to have its/his/her name entered in or deleted from the share register, the said person may apply to the court with jurisdiction to correct the share register.	Deleted.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
34.	Article 46 If any shareholder in the register of shareholders or any person requesting to have its/his/her name entered into the register of shareholders has lost its/his/her share certificates (that is, the “Original Certificates”), the said shareholder or person may apply to the Company to issue a replacement share certificate for the said shares (that is, the “Relevant Shares”).

If a holder of domestic shares who has lost its/his/her share certificate applies for a replacement share certificate, such an application shall be processed pursuant to Article 143 of the Company Law.

Application for reissue of lost share certificates by holders of overseas listed foreign shares may be handled pursuant to the laws, regulations, the rules of the stock exchange or other relevant regulations of the place where the original copy of the register of holders of overseas listed foreign shares is kept. | Article 3446 If any shareholder in the register of shareholders or any person requesting to have its/his/her name entered into the register of shareholders has lost its/his/her share certificates (that is, the “Original Certificates”), the said shareholder or person may apply to the Company to issue a replacement share certificate for the said shares (that is, the “Relevant Shares”).

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	Application for reissue of share certificates lost by holders of overseas listed foreign shares of a company listed in Hong Kong shall meet the following requirements:

(I) The applicant shall submit an application in a standard format designated by the Company and attach a notarial deed or statutory statement. The contents of the notarial deed or statutory statement shall include the reason for application, circumstances and evidence about how the share certificates are lost, and a statement that no other person may request to be registered as shareholder for the Relevant Shares.

(II) Before deciding to reissue new share certificates, the Company has not received any statement from a person, other than the applicant, who requests to be registered as shareholder for the said shares.

(III) After deciding to reissue new share certificates to the applicant, the Company shall publish announcements of reissue of new share certificates on the newspapers designated by the Board of Directors; the announcement shall be made at least once every 30 days over a period of 90 days. | Application for reissue of share certificates lost by holders of overseas listed foreign shares of a company listed in Hong Kong shall meet the following requirements:

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(IV) Before publishing the announcement of reissue of new share certificates, the Company shall submit a copy of the to-be-published announcement to the stock exchange on which its shares are listed, and may publish the announcement only after receiving a reply from the said stock exchange confirming that the said announcement has been displayed on the stock exchange. The announcement shall be displayed on the stock exchange for a period of 90 days.

If the application for reissuing share certificates is not approved by the registered holder of the Relevant Shares, the Company shall mail a copy of the to-be-published announcement to the said shareholder. | (IV) Before publishing the announcement of reissue of new share certificates, the Company shall submit a copy of the to-be-published announcement to the stock exchange on which its shares are listed, and may publish the announcement only after receiving a reply from the said stock exchange confirming that the said announcement has been displayed on the stock exchange. The announcement shall be displayed on the stock exchange for a period of 90 days.

If the application for reissuing share certificates is not approved by the registered holder of the Relevant Shares, the Company shall mail a copy of the to-be-published announcement to the said shareholder. |
| | (V) If, after expiry of the 90-day period of announcement and display specified in (III) and (IV) of this article, the Company has not received any objection to reissue of share certificates from any person, the Company may issue new share certificates as requested by the applicant. | (V) If, after expiry of the 90-day period of announcement and display specified in (III) and (IV) of this article, the Company has not received any objection to reissue of share certificates from any person, the Company may issue new share certificates as requested by the applicant. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(VI) When the Company reissues new share certificates in accordance with this article, the Company shall immediately deregister the Original Certificates, and record such deregistration and reissue in the share register.

(VII) All the expenses for deregistering the Original Certificates and reissuing new share certificates shall be borne by the applicant. The Company shall have the right to refuse to take any action before the applicant provides any reasonable guarantee. | (VI) When the Company reissues new share certificates in accordance with this article, the Company shall immediately deregister the Original Certificates, and record such deregistration and reissue in the share register.

(VII) All the expenses for deregistering the Original Certificates and reissuing new share certificates shall be borne by the applicant. The Company shall have the right to refuse to take any action before the applicant provides any reasonable guarantee. |
| 35. | Article 47 After the Company reissues new share certificates in accordance with the Articles of Association, the name of the bona fide purchaser of the said new share certificates or the shareholder (if he/she is a bona fide purchaser) later registered as owner of the said shares shall not be deleted from the share register. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
36.	Article 49 The Company’s shareholders are persons who lawfully hold shares of the Company and whose names are entered in the register of shareholders.

Shareholders enjoy relevant rights and assume the relevant obligations in accordance with the classes and numbers of shares they hold; shareholders holding the same class of shares shall enjoy the same rights and assume the same obligations. | Article 3649 The Company’s shareholders are persons who lawfully hold shares of the Company and whose names are entered in the register of shareholders.

Article 37 Shareholders enjoy relevant rights and assume the relevant obligations in accordance with the classes and numbers of shares they hold; shareholders holding the same class of shares shall enjoy the same rights and assume the same obligations. |
| 37. | / | Article 38 When the Company intends to convene a shareholders’ general meeting, distribute dividends, liquidate and engage in other activities that require confirmation of the identity of a shareholder, the board of directors or the convener of the shareholders meeting shall appoint a registration date of shareholdings, and shareholders whose names appear on the register of shareholders at the close of business of the share registration date shall be the shareholders entitled to the relevant rights and interests. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
38.	Article 50 The shareholders of ordinary shares of the Company shall be entitled to the following rights:

(I) obtaining dividends and any other form of profit distribution based on the number of shares held by them;

(II) requiring, convening, chairing, attending or appointing a proxy to attend a shareholders’ general meeting pursuant to the laws and exercising the corresponding voting rights;

(III) to supervise and manage, present suggestions on or make inquiries about the business operations of the Company; | Article 3950 The shareholders of ordinary shares of the Company shall be entitled to the following rights:

(I) obtaining dividends and any other form of profit distribution based on the number of shares held by them;

(II) requiring, convening, chairing, attending or appointing a proxy to attend a shareholders’ general meeting pursuant to the laws and exercising the corresponding voting rights;

(III) to supervise and manage, present suggestions on or make inquiries about the business operations of the Company; |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(IV) to transfer, gift or pledge their shares in accordance with the laws, administrative regulations, the listing rules of the place where the Company’s shares are listed, and the Articles of Association;

(V) obtaining related information in accordance with provisions prescribed by the Articles of Association, including:

to obtain a copy of the Articles of Association upon payment of costs thereof; | (IV) to transfer, gift or pledge their shares in accordance with the laws, administrative regulations, the listing rules of the place where the Company’s shares are listed, and the Articles of Association;

(V) to inspect and copy the Articles of Association, the register of shareholders, minutes of shareholders’ general meetings, resolutions of Board meetings, resolutions of meetings of the Board of Supervisors, financial and accounting reports obtaining related information in accordance with the applicable laws, administrative regulations, the listing rules of the place where the Company’s shares are listed and the provisions prescribed by the Articles of Association, including:

to obtain a copy of the Articles of Association upon payment of costs thereof; |
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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	2. to acquire the right to inspect and duplicate after paying a reasonable charge:
(1) all parts of the register of shareholders;
(2) personal information on the directors, supervisors and senior management of the Company, including:
a. present and former name and alias;
b. principal a d d r e s s (domicile);
c. nationality;
d. full-time and all other part-time occupations and positions;
e. identification certificate document and its number.
(3) status of share capital of the Company;	2. to acquire the right to inspect and duplicate after paying a reasonable charge:
(1) all parts of the register of shareholders;
(2) personal information on the directors, supervisors and senior management of the Company, including:
a. present and former name and alias;
b. principal a d d r e s s (domicile);
c. nationality;
d. full-time and all other part-time occupations and positions;
e. identification certificate document and its number.
(3) status of share capital of the Company;

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(4) reports showing the number and nominal value in respect of each class of shares repurchased by the Company since the last fiscal year, the aggregate amount paid for such shares and the maximum and minimum prices paid in respect of each class of securities repurchased (with a breakdown between domestic shares, foreign shares and H shares);	(4) reports showing the number and nominal value in respect of each class of shares repurchased by the Company since the last fiscal year, the aggregate amount paid for such shares and the maximum and minimum prices paid in respect of each class of securities repurchased (with a breakdown between domestic shares, foreign shares and H shares);

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(5) bond stubs, resolutions of meetings of the Board of Directors, resolutions of meetings of the Board of Supervisors, the financial and accounting reports of the Company;	(5) bond stubs, resolutions of meetings of the Board of Directors, resolutions of meetings of the Board of Supervisors, the financial and accounting reports of the Company;
	(6) the latest audited financial statements of the Company, and the reports of the Board of Directors, auditors and the Board of Supervisors;	(6) the latest audited financial statements of the Company, and the reports of the Board of Directors, auditors and the Board of Supervisors;
	(7) the annual report of the previous year filed with the market regulation authority or other competent authorities of China;	(7) the annual report of the previous year filed with the market regulation authority or other competent authorities of China:

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(8) minutes of shareholders’ general meetings and special resolutions of the Company.

The Company shall deposit the aforementioned documents (excluding (2) and (5)) at its Hong Kong address in accordance with the requirements of the Hong Kong Listing Rules for free inspection by the public and holders of H Shares and for duplication by shareholders at reasonable charges. Minutes of shareholders’ general meetings are for inspection by shareholders only.

Subject to relevant laws and regulations, the Company may refuse to provide any contents if the contents so inspected and duplicated involve business secrets and insider information of the Company and personal privacy of relevant persons.

(VI) upon termination or liquidation of the Company, participating in the distribution of the Company’s residual assets based on their shareholding; | (8) minutes of 2322 and special resolutions of the Company.

(VI) upon termination or liquidation of the Company, participating in the distribution of the Company’s residual assets based on their shareholding; |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(VII) a shareholder who objects to the resolution on merger or division of the Company passed by a shareholders’ general meeting may request the Company to acquire his/her/its shares;	(VII) a shareholder who objects to the resolution on merger or division of the Company passed by a shareholders’ general meeting may request the Company to acquire his/her/its shares;
	(VIII) with respect to shareholders individually or jointly holding 3% or above shares of the Company, the right to propose extraordinary resolutions and submit to the Board of Directors in writing 10 days before the date of general meeting;	(VIII) with respect to shareholders individually or jointly holding 3% or above shares of the Company, the right to propose extraordinary resolutions and submit to the Board of Directors in writing 10 days before the date of general meeting;
	(IX) any other rights stipulated by laws, administrative regulations, departmental rules, listing rules of the place where the Company’s shares are listed or the Articles of Association.	(IX) any other rights stipulated by laws, administrative regulations, departmental rules, listing rules of the place where the Company’s shares are listed or the Articles of Association.
	The Company shall not exercise any power to freeze or otherwise impair any of the rights attaching to any share by reason only that the person or persons who are interested directly or indirectly therein have failed to disclose their interests to the Company.	The Company shall not exercise any power to freeze or otherwise impair any of the rights attaching to any share by reason only that the person or persons who are interested directly or indirectly therein have failed to disclose their interests to the Company.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
39.	/	Article 40 In the event that a shareholder wants access the relevant information as described in the preceding article, or to obtain information, he/she shall provide a written document to the Company proving the class and number of shares of the Company he/she holds. Such information shall be provided to the shareholder at his/her request after the Company verifies the identity of the shareholder.
40.	/	Article 41 In the event that the particulars of a resolution passed at a shareholders’ general meeting or a Board meeting are in violation of laws or administrative regulations, the shareholders shall have the right to file petition to people’s court to establish such particulars as invalid.

If the procedures for convening, or the method of voting at, a shareholders’ general meeting or board meeting violate the laws, administrative regulations or the Articles of Association, or the contents of a resolution violates the Articles of Association, shareholders may request the people’s court to revoke the resolution within sixty days from the date of adoption of the resolution. However, this excludes situations where there is only a minor defect in the procedures for the convening of a shareholders’ general meeting or the board meeting, which does not have material impact on the resolution. |

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No.	Original	Revised
41.	/	Article 42 Where the Company incurs losses as a result of directors’ and senior management members’ violation of the laws, administrative regulations or the Articles of Association in the course of performing their duties, shareholders individually or jointly holding 1% or more of the Company’s shares for more than 180 consecutive days shall be entitled to request in writing the Board of Supervisors to initiate proceedings in the people’s court. Where the Company incurs losses as a result of the Board of Supervisors’ violation of any provision of laws, administrative regulations or the Articles of Association in the course of performing their duties, the aforementioned shareholders shall be entitled to make a request in writing to the Board to initiate proceedings in the people’s court.

If the Board of Supervisors or the Board of Directors refuses to institute proceedings after receiving the written request of the said shareholders, or fails to institute such proceedings within thirty days of receiving such request, or in case of emergency where failure to institute such proceedings immediately will result in irreparable damage to the Company’s interests, the above-mentioned shareholders have the right to institute proceedings directly in their own names in the interest of the Company before a people’s court. |

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		Shareholders described in the first paragraph of this article may also institute proceedings before the people’s court in accordance with the preceding two paragraphs of the article if the Company incurs losses as a result of the infringement of the lawful interests of the Company by any third parties.
42.	/	Article 43 Shareholders may institute proceedings before a people’s court if a director or senior management has violated laws, administrative regulations or the Articles of Association and infringe the interests of shareholders.

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43.	Article 51 The shareholders of the Company’s ordinary shares shall undertake the following obligations:

(I) abiding by laws, administrative regulations, listing rules of the place where the Company’s shares are listed and the Articles of Association;

(II) making payment for shares subscribed for according to the quantity of shares subscribed for and the manners of subscription;

(III) not abusing shareholder’s rights to harm the interests of the Company or other shareholders; not abusing the independent legal person status of the Company and shareholders’ limited liability to harm the interests of the Company’s creditors;

Shareholders of the Company who abuse shareholders’ rights and cause damages to the Company or other shareholders shall be liable for compensation pursuant to the laws.

Shareholders of the Company who abuse the independent legal person status of the Company and shareholders’ limited liability to evade debts and severely infringe upon interests of the Company’s creditors shall assume joint and several liabilities for the Company’s debts. | Article 4451 The shareholders of the Company’s ordinary shares shall undertake the following obligations:

(I) abiding by laws, administrative regulations, listing rules of the place where the Company’s shares are listed and the Articles of Association;

(II) making payment for shares subscribed for according to the quantity of shares subscribed for and the manners of subscription; shareholder who fails to make any full payment for the shares on time shall be liable to compensate any loss incurred to the Company in addition to payment for the shares in full amount;

(III) may not withdraw equity shares unless provided by laws or administrative regulations; |

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	(IV) any other obligations stipulated by laws, administrative regulations, listing rules of the place where the Company’s shares are listed and the Articles of Association.

Shareholders shall not be liable for any further contribution to share capital other than on the conditions agreed to by the subscribers of the relevant shares at the time of subscription. | (VIII) not abusing shareholder’s rights to harm the interests of the Company or other shareholders; not abusing the independent legal person status of the Company and shareholders’ limited liability to harm the interests of the Company’s creditors;

Shareholders of the Company who abuse shareholders’ rights and cause damages to the Company or other shareholders shall be liable for compensation pursuant to the laws.

Shareholders of the Company who abuse the independent legal person status of the Company and shareholders’ limited liability to evade debts and severely infringe upon interests of the Company’s creditors shall assume joint and several liabilities for the Company’s debts. If shareholders conduct any action stipulated in the preceding paragraph by using two or more companies controlled by him/her, each of the company shall assume joint and several liability for any one of the company’s debts.

(VIII) any other obligations stipulated by laws, administrative regulations, listing rules of the place where the Company’s shares are listed and the Articles of Association.

Shareholders shall not be liable for any further contribution to share capital other than on the conditions agreed to by the subscribers of the relevant shares at the time of subscription. |

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No.	Original	Revised
44.	Article 55 The shareholders’ general meeting shall exercise the following functions and powers:

(I) to determine the Company’s operating principles and investment plans;

(II) to elect and replace directors, and to determine the remuneration of the relevant directors;

(III) to elect and replace supervisors who are shareholder representatives, and to determine the remuneration of the relevant supervisors;

(IV) to review and approve the reports of the Board of Directors;

(V) to review and approve the reports of the Board of Supervisors; | Article 4855 The shareholders’ general meeting shall exercise the following functions and powers:

(I) to determine the Company’s operating principles and investment plans;

(II) to elect and replace directors, and to determine the remuneration of the relevant directors;

(III) to elect and replace supervisors who are shareholder representatives, and to determine the remuneration of the relevant supervisors;

(IV) to review and approve the reports of the Board of Directors;

(V) to review and approve the reports of the Board of Supervisors;

(VI) to review and approve the Company’s annual financial budgets and final accounts;

(VII) to review and approve the Company’s profit distribution proposals and loss recovery proposals; |

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No.	Original	Revised
	(VI) to review and approve the Company’s annual financial budgets and final accounts;	(VIII) to decide on any increase or reduction of the Company’s registered capital;
	(VII) to review and approve the Company’s profit distribution proposals and loss recovery proposals;	(IX) to decide on the issue of corporate bonds or other securities and listing plans;
	(VIII) to decide on any increase or reduction of the Company’s registered capital;	(IX) to decide on merger, division, dissolution and liquidation of the Company or change of its corporate form;
	(IX) to decide on the issue of corporate bonds or other securities and listing plans;	(IX) to decide on the engagement, dismissal or discontinuation of the appointment of the accounting firm;
	(X) to decide on merger, division, dissolution and liquidation of the Company or change of its corporate form;	(X) to amend the Articles of Association;
	(XI) to decide on the engagement, dismissal or discontinuation of the appointment of the accounting firm;	(XI) to consider matters relating to the purchases and disposals of material assets (including but not limited to land, building, equipment, production line and equity), or provisions of guarantees accumulated within one year, which are more than 30% of the latest audited total assets of the Company;

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No.	Original	Revised
	(XII) to amend the Articles of Association;

(XIII) to consider matters relating to the purchases and disposals of material assets (including but not limited to land, building, equipment, production line and equity), or provisions of guarantees accumulated within one year, which are more than 30% of the latest audited total assets of the Company;

(XIV) to examine equity incentive plans;

(XV) to deliberate proposals put forward by shareholders who represent 3% or more of the Company’s voting shares;

(XVI) to consider and approve any change of the use of proceeds raised; and

(XVII) to review other issues which should be decided by the shareholders’ general meeting as stipulated by laws, regulations, listing rules of the place where the Company’s shares are listed and the Articles of Association. | (XIV) to examine equity incentive plans and employee stock ownership plan;

(XIV) to deliberate proposals put forward by shareholders who represent 1% or more of the Company’s voting shares;

(XVII) to consider and approve any change of the use of proceeds raised; and

The Board of Directors may be authorised by the shareholders’ general meeting to adopt resolutions on the issuance of corporate bonds. |

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No.	Original	Revised
45.	Article 56 Where the Company provides guarantee for the shareholders or actual controllers of the Company, the resolution shall be made by the shareholders’ general meeting.

When the shareholders’ general meeting is considering a proposal to provide guarantee for a shareholder or de facto controller, the said shareholder or the shareholders controlled by the said de facto controller shall abstain from voting on such matters as specified in the preceding paragraph. Such proposal shall be subject to the approval by other shareholders who are present at the meeting and holding more than half of the voting rights. | Article 49 Article 56 Where the Company provides guarantee for the shareholders or actual controllers of the Company, the resolution shall be made by the shareholders’ general meeting. When the shareholders’ general meeting is considering a proposal to provide guarantee for a shareholder or de facto controller, the said shareholder or the shareholders controlled by the said de facto controller shall abstain from voting on such matters as specified in the preceding paragraph. Such proposal shall be subject to the approval by other shareholders who are present at the meeting and holding more than half of the voting rights.

Where the Company provides guarantee for any third party, a resolution shall be passed at the board meeting; if there is any provision specifying that resolution shall be passed at the shareholders’ general meeting under the laws, administrative regulations, departmental rules, listing rules of the place where the Company is listed, such provision shall prevail. |
| 46. | Article 57 Unless the Company is under exceptional circumstances such as crisis, the Company shall not enter into contracts with a party (other than directors, supervisors, and senior management) in relation to handover of the administration of all business or the important business of the Company to that party without the pre-approval of the shareholders’ general meeting. | Article 5057 Unless the Company is under exceptional circumstances such as crisis, the Company shall not enter into contracts with a party (other than directors, general managers and other supervisors, and senior management) in relation to handover of the administration of all business or the important business of the Company to that party without any special resolution to be passed at the pre-approval of the shareholders’ general meeting. |

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47.	Article 59 An extraordinary general meeting shall be convened by the Company within two months from the date of occurrence of any of the following events:

(I) the number of directors is less than the number required by the Company Law or less than two-thirds of the number stipulated in the Articles of Association;

(II) the outstanding losses of the Company amounted to one-third of the Company’s total paid-in share capital;

(III) shareholders who individually or jointly hold above 10% of the shares of the Company have requested to convene the meeting;

(IV) the Board of Directors deems it necessary to convene the meeting;

(V) the Board of Supervisors proposes to convene the meeting;

(VI) two or more independent non-executive directors propose to convene the meeting; and | Article 5259 An extraordinary general meeting shall be convened by the Company within two months from the date of occurrence of any of the following events:

(I) the number of directors is less than the number required by the Company Law or less than two-thirds of the number stipulated in the Articles of Association;

(II) the outstanding losses of the Company amounted to one-third of the Company’s total paid-in share capital;

(III) shareholders who individually or jointly hold above 10% of the shares of the Company have requested to convene the meeting;

(IV) the Board of Directors deems it necessary to convene the meeting;

(V) the Board of Supervisors proposes to convene the meeting;

(VI) two or more independent non-executive directors propose to convene the meeting; and |

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	(VII) any other circumstances as stipulated by the laws, administrative regulations, departmental rules, listing rules of the place where the Company’s shares are listed or the Articles of Association.

The number of shares held under (III) above shall be calculated on the basis of the date on which the shareholder makes a written request; provided that, on or before the date of announcement of the resolution at the shareholders’ general meeting of the Company, the shares of the Company held by the shareholders referred to in (III) above, individually or in aggregate, shall not be less than ten percent of the total number of voting shares of the Company; in the event that the percentage of shares held is less than ten percent, the relevant resolution made at this extraordinary general meeting in respect of the resolution proposed by the shareholders referred to in (III) above shall be null and void. | (VIII) any other circumstances as stipulated by the laws, administrative regulations, departmental rules, listing rules of the place where the Company’s shares are listed or the Articles of Association.

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48.	Article 60

……

The shareholders’ general meeting will be held at a venue and will be held in the form of a live meeting. The Board of Directors of the Company may, on a case-by-case basis and shall, where applicable, adopt other voting methods to facilitate shareholders’ participation in the shareholders’ general meeting in accordance with the laws, administrative regulations, rules of the securities regulatory authorities at the place where the Company’s shares are listed, the Hong Kong Listing Rules or the Articles of Association of the Company. A shareholder is deemed to be present if he/she attends the shareholders’ general meeting by the means determined above. | Article 5360

……

The shareholders’ general meeting will be held at a venue and may will be held in a hybrid the form combining on-site and online meetings of a live meeting. The Board of Directors of the Company may, on a case-by-case basis and shall, where applicable, adopt online voting or other voting methods to facilitate shareholders’ participation in the shareholders’ general meeting in accordance with the laws, administrative regulations, rules of the securities regulatory authorities at the place where the Company’s shares are listed, the Hong Kong Listing Rules or the Articles of Association of the Company. A shareholder is deemed to be present if he/she attends the shareholders’ general meeting by the means determined above. |

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No.	Original	Revised
49.	/	Article 54 The Board of Supervisors is entitled to propose to the Board of Directors to convene an extraordinary general meeting and such proposal shall be made in writing to the Board of Directors. The Board of Directors shall, in accordance with laws, administrative regulations and the Articles of Association, reply in writing as to whether the Board of Directors agrees or disagrees on the convening of the extraordinary general meeting within ten days upon the receipt of the proposal.

When the Board of Directors agrees to convene the extraordinary general meeting, a convening notice will be issued within five days after the resolution of the Board of Directors, and the changes made to the original proposal in the notice shall be approved by the Board of Supervisors.

When the Board of Directors disagrees to convene the extraordinary general meeting, or fails to reply within ten days upon the receipt of the proposal, the Board of Directors will be deemed as not being able to perform or not to perform its duty to convene a shareholders’ general meeting, and the Board of Supervisors may convene and preside over such meeting on their own. |

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No.	Original	Revised
50.	/	Article 55 Share holders severally or jointly holding ten percent or more of shares of the Company have the right to request the Board of Directors to convene an extraordinary general meeting and such request shall be made in writing to the Board of Directors. The Board of Directors shall, in accordance with laws, administrative regulations and the Articles of Association, reply in writing as to whether the Board of Directors agrees or disagrees on the convening of the extraordinary general meeting within ten days upon the receipt of the requisition.

If the Board of Directors agrees to convene an extraordinary general meeting, a convening notice shall be issued within five days after the resolution of the Board of Directors. Any modification to the original requisition(s) shall be approved by the relevant shareholders.

If the Board of Directors disagrees to convene the extraordinary general meeting, or fails to issue a reply within ten days upon receipt of the requisition(s), shareholders severally or jointly holding ten percent or more of the shares of the Company are entitled to propose to the Board of Supervisors to convene an extraordinary general meeting, and shall make such requests in writing to the Board of Supervisors. |

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No.	Original	Revised
		If the Board of Supervisors agrees to convene the extraordinary general meeting, a convening notice will be issued within five days upon the receipt of the request, and any modification to the original requisition(s) shall be approved by relevant shareholders.

In the event that the Board of Supervisors fails to issue the convening notice within the prescribed period, the Board of Supervisors will be deemed as not to convene or preside the shareholders’ general meeting. Shareholders severally or jointly holding ten percent or more of the shares of the Company for consecutive ninety days may convene the extraordinary general meeting and preside over on their own. |
| 51. | / | Article 56 If the shareholders’ general meeting is convened by the Board of Supervisors or shareholders on its/their own, a written notice shall be issued to the Board of Directors.

Prior to the announcement of the resolution of the shareholders’ general meeting, the proportion of shares held by the summoning shareholders shall be no less than ten percent. |
| 52. | / | Article 57 Where the shareholders’ general meeting is convened by the Board of Supervisors or shareholders on its/their own, the Board of Directors and the secretary to the Board of Directors shall provide cooperation. The Board of Directors shall provide the register of shareholders as of the record date. |

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No.	Original	Revised
53.	/	Article 58 The necessary expenses for the shareholders’ general meeting convened by the Board of Supervisors or shareholders on its/their own initiative shall be borne by the Company.
54.	/	Article 59 The content of proposals shall fall within the terms of reference of the shareholders’ general meeting and shall contain clear subjects for discussion and specific matters to be resolved and shall comply with relevant provisions of laws, administrative regulations and the Articles of Association.

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No.	Original	Revised
55.	Article 61 In the event that the Company convenes a shareholders’ general meeting, shareholders individually or jointly holding an aggregate of more than 3% of the Company’s shares with voting rights shall have the right to put forward new proposals in writing to the Company and submit them to the convener 10 days prior to the shareholders’ general meeting. The convener of the shareholders’ general meeting shall issue a supplemental notice of the shareholders’ general meeting to other shareholders within 2 days after receipt of such proposal, and place the matters of the proposal falling within the scope of authority of the shareholders’ general meeting on the agenda for such meeting and submit them for consideration at the shareholders’ general meeting.	Article 6061 In the event that the Company convenes a shareholders’ general meeting, shareholders individually or jointly holding an aggregate of more than 13% of the Company’s shares with voting rights shall have the right to put forward new proposals in writing to the Company and submit them to the convener 10 days prior to the shareholders’ general meeting. The interim proposal shall contain clear subjects for discussion and specific matters to be resolved. The convener of the shareholders’ general meeting shall issue a supplemental notice of the shareholders’ general meeting to other shareholders within 2 days after receipt of such proposal, and proposal falling within the scope of authority of the shareholders’ general meeting on the agenda for such meeting and submit them for consideration at the shareholders’ general meeting, unless such interim proposals are in violation of the requirements under the laws, administrative regulations or the Articles of Association, or do not fall within the scope of duties of the shareholders’ general meeting.

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No.	Original	Revised
		Save as provided in the preceding paragraph, the convener, after issuing the notice of the shareholders’ general meeting, shall neither modify the proposals stated in the notice of shareholders’ general meetings nor add new proposals.

A shareholders’ general meeting shall not vote and make resolution on those proposals which are not stated in the notice of meeting or not in compliance with Article 59 of the Articles of Association. |

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No.	Original	Revised
56.	Article 62 The convener shall inform each shareholder of the time, venue of the meeting and matters to be considered at the meeting 20 working days before the annual shareholders’ general meeting, and shall inform each shareholder of the convening of an extraordinary general meeting 15 days or 10 working days (whichever is longer) before the meeting. The “working days” referred to herein shall be the legal working days announced by the PRC and Hong Kong governments. Where otherwise provided by laws and regulations, relevant regulatory authorities and stock exchanges of the place where the Company’s shares are listed, the provisions thereof shall prevail.

An extraordinary general meeting shall not resolve on matters not specified in the notice or not complying with the provisions of Article 61 of the Articles of Association. | Article 6162 The convener shall inform each shareholder of the time, venue of the meeting and matters to be considered at the meeting 2120 working days before the annual shareholders’ general meeting by public announcement, and shall inform each shareholder of the convening of an extraordinary general meeting 15 days or 10 working days (whichever is longer) before the meeting by public announcement. The “working days” referred to herein shall be the legal working days announced by the PRC and Hong Kong governments. Where otherwise provided by laws and regulations, relevant regulatory authorities and stock exchanges of the place where the Company’s shares are listed, the provisions thereof shall prevail.

An extraordinary general meeting shall not resolve on matters not specified in the notice or not complying with the provisions of Article 61 of the Articles of Association. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
57.	Article 63 The notice of a shareholders’ general meeting shall:

(I) be made in writing;

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

(III) state the matters to be discussed at the meeting;

(IV) provide shareholders with the information and explanations needed to enable them to make informed decisions on the matters to be discussed; this means that when (including but not limited to) any merger, share repurchase, share capital reorganization or other changes in the structure of the Company are involved, the detailed terms of the proposed transaction and the contract (if any) and detailed explanation as to the cause and effect of such a proposal transaction shall be provided; | Article 6263 The notice of a shareholders’ general meeting shall include:

(I) be made in writing:

(II)(I) specify the time, venue and duration, date and time of the meeting:

(III)(II) state the matters and proposals to be discussed at the meeting: |

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	(V) if any of the directors, supervisors and senior management have material interest in the matters to be discussed, they shall disclose the nature and extent of such interest; and if the effects of the matters to be discussed have a different effect on a director, supervisor and senior management as shareholders compared to other shareholders of that same class, they shall explain this difference;

(VI) contain the full text of any proposed special resolution to be voted on at the meeting;

(VII) contain a written statement that clearly indicates that a shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his/her behalf and such proxy does not need to be a shareholder; and

(VIII) specify the time and address for serving the power of attorney for the voting proxy for the meeting. | (III)V) explicit statement specifying that all shareholders of ordinary shares (including preference shareholders with restored voting rights) are entitled to attend the attend the shareholders’ general meeting, and have the right to appoint proxies in writing form to attend the meeting and vote on his/her behalf, and that such proxy need not be a shareholder of the Company provide shareholders with the information and explanations needed to enable them to make informed decisions on the matters to be discussed: this means that when (including but not limited to) any merger, share repurchase, share capital reorganization or other changes in the structure of the Company are involved, the detailed terms of the proposed transaction and the contract (if any) and detailed explanation as to the cause and effect of such a proposal transaction shall be provided; |

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		(IVV) the record date for shareholders entitled to attend the shareholders' general meeting; if any of the directors, supervisors and senior management have material interest in the matters to be discussed, they shall disclose the nature and extent of such interest; and if the effects of the matters to be discussed have a different effect on a director, supervisor and senior management as shareholders compared to other shareholders of that same class, they shall explain this difference;

(VVI) the names and telephone numbers of the contact persons of the meeting; contain the full text of any proposed special resolution to be voted on at the meeting;

(VIII) time and procedures of the voting online or by any other means. contain a written statement that clearly indicates that a shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his/her behalf and such proxy does not need to be a shareholder; and

(VIII) specify the time and address for serving the power of attorney for the voting proxy for the meeting. |

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No.	Original	Revised
58.	Article 64 Unless otherwise specified in the Articles of Association, the notice of the shareholders’ general meeting shall be delivered to the shareholders (whether or not entitled to vote thereat) by personal delivery or postage paid mail to the recipient’s address shown in the register of shareholders. For holders of Domestic Shares, the notice of the shareholders’ general meeting may also be given by way of announcement.

The aforesaid announcement shall be published in one or more newspapers designated by the competent securities authority of the State Council 15 days or 10 working days (whichever is longer) prior to the date on which the extraordinary general meeting, or 20 working days prior to the date on which the annual general meeting is to be convened. All holders of Domestic Shares shall be deemed as having been notified of the forthcoming shareholders’ general meeting once the announcement is published. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
59.	Article 66 Any shareholder entitled to attend and vote at a shareholders’ general meeting shall have the right to appoint one or more persons (who may not be a shareholder or shareholders) in writing as his/her/its proxy to attend and vote on his/her/its behalf.

The proxy(ies) so appointed by the shareholder(s) may, pursuant to the appointment of the shareholder(s), exercise the following rights:

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

(II) the right to demand a poll by himself/herself or jointly with others; and

(III) the right to vote by hand or on a poll, provided that where more than one proxy has been appointed, the proxies may only exercise such voting rights by a poll. | Article 6466 All shareholders of ordinary shares whose names appear on the register of shareholders on the record date or their proxies shall be entitled to attend and vote at the shareholders’ meeting in accordance with relevant laws, regulations, the listing rules of the stock exchange of the place where the Company’s shares are listed and the Articles of Association.

Any shareholder entitled to attend and vote at a shareholders’ general meeting shall have the right to appoint one or more persons (who may not be a shareholder or shareholders) in writing as his/her/its proxy to attend and vote on his/her/its behalf.

The proxy(ies) so appointed by the shareholders) may, pursuant to the appointment of the shareholders), exercise the following rights:

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

(II) the right to demand a poll by himself/herself or jointly with others: and |

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		(III) the right to vote by hand or on a poll, provided that where more than one proxy has been appointed, the proxies may only exercise such voting rights by a poll.

Shareholders may attend the shareholders’ general meeting in person or appoint a proxy to attend and vote on their behalf. |
| 60. | / | Article 65 Individual shareholders who attend the shareholders’ general meeting in person shall show their identity certificates or other valid certificates or documents, or stock account cards that can prove their identities; proxies attending the meeting shall show their valid identification documents and the power of attorney issued by shareholders.

Corporate shareholders shall send their legal representatives or proxies appointed by the legal representatives to attend the meeting. The legal representatives attending the meeting shall show their identity certificates and valid certificates that can prove the qualification of legal representative; proxies attending the meeting shall show their identity certificates and the written power of attorney issued by the legal representatives of corporate shareholders according to laws. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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61.	/	Article 66 The power of attorney issued by shareholders to appoint proxies to attend the shareholders’ general meeting shall contain the following information:
(1) name of the proxy;
(2) matters to be handled by the proxy;
(3) whether or not the proxy has the right to vote;
(4) instructions on how to vote (voting in the affirmative, negative, or in abstention) in relation to each of the resolutions on the agenda of the shareholders’ general meeting;
(5) date of issuance and term of validity of the instrument;
(6) signature (or seal) of the appointor; if the appointor is a legal person, the document shall be affixed with the legal person’s seal.
62.	/	Article 67 Such instrument shall contain a statement that in the absence of instructions from the appointor, whether the proxy may vote as he thinks fit.

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No.	Original	Revised
63.	/	Article 68 If such instrument is signed by another person under a power of attorney given by the appointor, such cower of attorney or other authorization documents shall be notarized. The notarized power of attorney or other authorization documents shall, together with the instrument appointing the voting proxy, be deposited at the Company’s domicile or at such other place as is specified in the notice convening the meeting.

If the appointor is a legal person, its legal representative or any person authorized by the resolutions of the Board of Directors or other governing body shall attend the shareholders’ general meeting of the Company as the appointors representative. |
| 64. | / | Article 69 The attendance records of the meeting shall be prepared by the Company. The records shall, amongst other matters, contain the names (or corporate names) of the attendees, their identity card numbers, their residential addresses, the number of voting shares held or represented by them, and the names (or corporate names) of the appointors. |
| 65. | Article 67 The appointment of a proxy shall be in writing and signed by the appointing shareholder or his/her attorney duly authorized in writing; where the appointing shareholder is a legal person, such appointment shall be affixed with its seal or signed by its director or attorney duly authorized. | Deleted. |

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No.	Original	Revised
66.	Article 68 The instrument of proxy shall be lodged at the address of the Company or at other places specified in the notice of meeting at least 24 hours prior to the relevant meeting at which the proxy is authorized to vote, or within 24 hours prior to the specified time of voting. Where the instrument of proxy is signed by a person authorized by the appointing shareholder, the power of attorney or other documents authorizing such person to sign the instrument of proxy shall be notarized. The notarized power of attorney or other authorization documents, together with the instrument of proxy, shall be lodged at the address of the Company or at other places specified in the notice of meeting.

Where the appointing shareholder is a legal person, its legal representative or the person authorized by the resolution of its board of directors or other governing bodies may attend the shareholders’ general meetings of the Company as a representative of such appointing shareholder. | Deleted. |

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67.	Article 69 Any format of the power of attorney issued to a shareholder by the Board of Directors of the Company for appointing a proxy shall provide the shareholder with the flexibility to instruct the proxy to vote for or against, and give directives on each of the resolutions to be decided at the meeting.

Such a power of attorney shall specify that in default of directives from the shareholder, the proxy may vote at his/her own discretion. | Deleted. |
| 68. | Article 70 Where the appointing shareholder has deceased, lost capacity, revoked the appointment or the signed instrument of authorization prior to the voting, or the relevant shares have been transferred prior to the voting, a vote given by the proxy in accordance with the terms of instrument of proxy shall remain valid as long as the Company did not receive a written notice of such event prior to the commencement of the relevant meeting. | Deleted. |
| 69. | / | Article 70 The convener shall verify the legitimacy of the qualifications of shareholders based on the register of shareholders provided by the securities depository and clearing house, and record the names of shareholders and the number of voting shares held by them. Registration for the meeting shall end before the chairman of the meeting announces the number of shareholders and proxies physically present at the meeting, as well as the total number of voting shares held by them. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
70.	/	Article 71 During a shareholders’ general meeting, all the directors and supervisors of the Company and secretary to the Board of Directors shall be present at the meeting. General manager and other senior management officer(s) shall also attend the meeting.
71.	/	Article 72 At an annual general meeting, the Board of Directors and the Board of Supervisors shall report to the meeting on their work over the past year. Each independent director shall also present reports on their work.
72.	/	Article 73 Directors, supervisors and members of the senior management shall provide explanations and illustration on any question and recommendation raised by shareholders at the shareholders’ general meeting.
73.	/	Article 74 The presider of the meeting shall announce, before voting takes place, the number of shareholders and proxies physically present at the meeting as well as the total number of voting shares held by them. The number of shareholders and proxies physically present at the meeting as well as the total number of voting shares held by them shall be based on the registration of the meeting.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
74.	/	Article 75 Minutes of shareholders’ general meetings shall be recorded by secretary to the Board of Directors. The minutes of a meeting shall include the following:

(1) time, venue, agenda of meeting and the name of the convener;

(2) names of the presider of the meeting, directors, supervisors, general manager and other senior management officer(s) attending or present at the meeting;

(3) number of shareholders and proxies attending the meeting, total number of the shares carrying voting rights held by them, and the percentage of shares carrying voting rights held by them to the total number of shares of the Company;

(4) process of consideration, key points of the speech and voting results for each proposal; |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
		(5) shareholders’ enquiries or recommendations and respective answers or explanations;
(6) names of the vote counter and the scrutinizer;
(7) other matters which shall be recorded in the meeting minutes pursuant to the Articles of Association.
75.	/	Article 76 The convener shall ensure that the minutes are truthful, accurate and complete. The attending directors, supervisors, secretary to the Board of Directors, convener or their representatives and the presider of the meeting shall sign on the minutes. The minutes, list of signatures by shareholders in attendance, powers of attorney for the proxies, and valid information regarding voting online or via other methods shall be filed and kept for not less than ten years.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
76.	/	Article 77 The convener shall ensure that the shareholders’ general meeting does not end until final resolutions have been concluded. In the event that the shareholders’ general meeting is adjourned or resolutions cannot be reached due to force majeure or other special circumstances, necessary measures shall be taken to reconvene the meeting as soon as possible or conclude the meeting directly, and timely announcement shall be made in accordance with laws, administrative regulations and the listing rules of the place where the Company’s shares are listed.
77.	/	Article 80 A controlled subsidiary of the Company shall not acquire the Company’s shares. Where a controlled subsidiary of the Company holds shares of the Company due to a merger of the Company or the exercise of the right of pledge, it shall not exercise the voting right corresponding to the shares held and shall dispose of the relevant shares of the Company in a timely manner.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
78.	Article 73 Any vote of shareholders at a shareholders’ general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution that relates purely to a procedural or administrative matter to be voted on by a show of hands.

If the chairman of the meeting decides to vote by a show of hands, voting at shareholders’ general meetings shall be conducted by a show of hands unless the following persons require voting by poll before or after voting by a show of hands:

(I) the chairman of the meeting;

(II) at least two shareholders with voting rights or proxies thereof; and

(III) shareholder(s) (including their proxies) severally or jointly holding more than 10% (inclusive) of shares with voting rights at the meeting.

If the chairman of the meeting decides to vote by a show of hands, unless a poll is demanded, the announcement by the chairman that whether the proposals have been passed based on the results of voting by a show of hands and the recording of the same in the minutes shall be conclusive evidence. There is no need to provide evidence of the number or proportion of votes in favor of or against such resolution at the meeting.

The request for voting by poll may be revoked by the person tendering the request. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
79.	Article 74 If the matter required to be voted by poll relates to election of chairman or adjournment of the meeting, voting by poll shall be conducted immediately; in respect of other matters required to be voted by poll, the chairman may decide when to proceed with the poll, and the meeting may proceed to discuss other matters, and the results of the poll shall be deemed as resolutions passed at the meeting.	Deleted.
80.	Article 75 In voting by poll, shareholders (including their proxies) entitled to two or more votes are not required to cast all their votes in the same way of pros or cons.	Deleted.
81.	Article 76 In case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to an additional vote.	Deleted.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
82.	Article 78 The following matters shall be approved by the shareholders’ general meeting by ordinary resolutions:

(I) work reports of the Board of Directors and the Board of Supervisors;

(II) profit distribution plan and plan for covering losses formulated by the Board of Directors;

(III) appointment and dismissal of members of directors and non-employee representative supervisors, and their remunerations and the method of payment thereof;

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

(V) annual report of the Company;

(VI) to decide on the engagement, dismissal or discontinuation of the appointment of the accounting firm by the Company; and

(VII) all matters subject to approval by the shareholders’ general meeting other than those that shall be adopted by special resolutions as provided for in laws, administrative regulations, listing rules of the place where the Company’s shares are listed or the Articles of Association. | Article 8278 The following matters shall be approved by the shareholders’ meeting by ordinary resolutions:

(I) work reports of the Board of Directors and the Board of Supervisors;

(II) profit distribution plan and plan for covering losses formulated by the Board of Directors;

(III) appointment and dismissal of members of directors and non-employee representative supervisors, and their remunerations and the method of payment thereof;

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

(IV) annual report of the Company;

(VI) to decide on the engagement, dismissal or discontinuation of the appointment of the accounting firm by the Company; and |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
		(YH) all matters subject to approval by the shareholders’ general meeting other than those that shall be adopted by special resolutions as provided for in laws, administrative regulations, listing rules of the place where the Company’s shares are listed or the Articles of Association.
83.	Article 79 The following matters shall be approved by the shareholders’ general meeting by special resolutions:
(I) increase or reduction in share capital of the Company, and issuance of any class of shares, warrants and other similar securities;
(II) issuance of corporate bonds;
(III) division, merger, dissolution and liquidation of the Company or change in the form of the Company;
(IV) amendment to the Articles of Association:	Article 8379 The following matters shall be approved by the shareholders’ general meeting by special resolutions:
(I) increase or reduction in share capital of the Company, and issuance of any class of shares, warrants and other similar securities;
(II) issuance of corporate bonds;
(HJ) division, merger, dissolution and liquidation of the Company or change in the form of the Company;
(JW) amendment to the Articles of Association;

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(V) to consider matters relating to the purchases and disposals of material assets (including but not limited to land, building, equipment, production line and equity), or provisions of guarantees accumulated within one year, which are more than 30% of the latest audited total assets of the Company; and

(VI) any other matters as required by the laws, administrative regulations, listing rules of the place where the Company’s shares are listed or the Articles of Association, or considered by an ordinary resolution of the shareholders’ general meeting to be of substantial impact to the Company and required to be approved by a special resolution. | (IV) to consider matters relating to the purchases and disposals of material assets (including but not limited to land, building, equipment, production line and equity), or provisions of guarantees accumulated within one year, which are more than 30% of the latest audited total assets of the Company; and

(VII) the equity incentive scheme;

(VI) mandate to the board of directors to issue shares;

(VII) mandate to the board of directors to repurchase shares;

(VIII) the Company’s repurchase of its own shares and issue of any kind of securities, warrants and other similar securities;

(IX) any other matters as required by the laws, administrative regulations, listing rules of the place where the Company’s shares are listed or the Articles of Association, or considered by an ordinary resolution of the shareholders’ general meeting to be of substantial impact to the Company and required to be approved by a special resolution. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
84.	Article 80 Shareholders requesting the convening of an extraordinary general meeting or a class shareholders’ meeting shall proceed in accordance with the procedures set forth below:

(I) shareholders who individually or jointly hold 10% or more of the shares carrying the right to vote at the proposed meeting may sign one or several written requisitions of the same format and contents, requesting the Board of Directors to convene an extraordinary general meeting or a class shareholders’ meeting, and clarifying the object of the meeting. The Board of Directors shall convene the extraordinary general meeting or a class shareholders’ meeting as soon as possible after receipt of the aforesaid written requisition(s). The number of the aforesaid shares shall be calculated as of the date on which the written requisition(s) is/are made by shareholders.

(II) Where the Board of Directors fails to issue a notice to convene the meeting within 30 days after receiving the aforementioned written request, the shareholders who made the request may request the Board of Supervisors to convene an extraordinary general meeting or a class shareholders’ meeting. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(III) Where the Board of Supervisors fails to issue a notice to convene the meeting within 30 days after receiving the aforementioned written request, the shareholders who individually or collectively hold 10% or more of the shares carrying the right to vote at the proposed meeting for more than 90 consecutive days may proceed to convene the meeting on their own initiative within 4 months upon the Board of Directors having received such request, and the procedures for convening the meeting shall be as similar as possible to the procedures for the Board of Directors to convene the shareholders’ general meeting.

If the meeting is convened and held by the shareholders on their own due to the failure of the Board of Directors to convene the meeting according to the above requirements, all reasonable expenses incurred for such meeting shall be borne by the Company and deducted from the sums owed by the Company to the negligent directors and supervisors.

Under the prerequisite to abide by relevant laws and administrative regulations, a shareholders’ general meeting may remove any director before the expiration of his/her term of office by way of an ordinary resolution (but without prejudice to any claim for damages under any contract). | |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
85.	Article 81 A shareholders’ general meeting shall be convened by the Board of Directors, and the chairman of the Board of Directors shall act as the chairman of the meeting. Where the chairman of the Board of Directors fails or is unable to perform his/her duty, the Board of Directors may appoint a company director to convene the meeting on his/her behalf and serve as the chairman of the meeting; in the event that no chairman of the meeting is appointed, the shareholders present at the meeting may elect one person to act as the chairman of the meeting. If for any reason, shareholders fail to elect a chairman, the shareholder (including proxies) holding the largest number of voting shares among the attending shareholders shall be the chairman of the meeting.	Article 8481 A shareholders’ general meeting shall be convened by the Board of Directors, and shall be presided by the chairman of the Board of Directors shall act as the chairman of the meeting. Where the chairman of the Board of Directors fails or is unable to perform his/her duty, a director shall be elected by more than half of the directors to preside over the meeting. the Board of Directors may appoint a company director to convene the meeting on his/her behalf and serve as the chairman of the meeting; in the event that no chairman of the meeting is appointed, the shareholders present at the meeting may elect one person to act as the chairman of the meeting. If for any reason, shareholders fail to elect a chairman, the shareholder (including proxies) holding the largest number of voting shares among the attending shareholders shall be the chairman of the meeting.

A shareholders’ general meeting convened by the Board of Supervisors itself shall be presided over by the chairman of the Board of Supervisors. If the chairman of the Board of Supervisors is unable or fails to perform his duties, one supervisor shall be elected jointly by more than half of the supervisors to preside over the meeting. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
		The shareholders’ general meeting convened by shareholder(s) itself/ themselves shall be presided over by a representative elected by the convener.

In convening the general meeting, if the presider of the meeting has violated any rules of meeting such that it is impossible for the meeting to be carried on, with the consent of shareholders representing more than half of the voting rights present at the meeting, the meeting may elect a person to preside and chair the meeting for the meeting to continue. |
| 86. | / | Article 85 The list of director or supervisor candidates shall be submitted as proposal to the shareholders’ general meeting for voting. Cumulative voting system may be implemented when the shareholders meeting votes for the election of the directors and supervisors in accordance with the provisions of these Articles of Association or the resolution of the shareholders meeting.

The cumulative voting stated in the preceding paragraph refers to that when election of directors or supervisors is conducted at the shareholders’ general meeting elects directors or supervisors, each share has the same number of voting rights as the number of directors and supervisors to be elected, and a shareholder may cast all its/his votes for a single candidate. The Board of Directors shall announce the biographies and basic information of the director and supervisor candidates to the shareholders. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
87.	/	Article 86 Except for cumulative voting system, all the proposed resolutions shall be voted separately at the shareholders’ general meeting: in the event of several proposed resolutions for the same issue, such proposed resolutions shall be voted oil in the order of time at which they are submitted. Unless the shareholders’ general meeting is adjourned or no resolution can be made for special reasons such as force majeure, voting of such proposed resolutions shall neither be shelved nor refused at the shareholders’ general meeting.
88.	/	Article 87 When considering a proposed resolution at a shareholders’ general meeting, no amendments shall be made thereto. Otherwise, any change made thereto shall be considered as a new proposed resolution, for which the voting shall not proceed in that meeting.
89.	/	Article 88 The same vote may only be cast once at the physical location of a shareholders’ general meeting, or by online voting or other means. In the event of multiple casting of the same vote, only the outcome of the first casting of such vote shall be counted.
90.	/	Article 89 At any shareholders’ general meeting, voting shall be conducted by open poll.

APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
91.	/	Article 90 Before conducting any vote on a proposal at the shareholders’ general meeting, two shareholders’ representatives shall be elected to participate in the vote counting and vote scrutiny. When a shareholder is related to a matter being considered, he or she and his or her proxies may not be included in the vote counting or vote scrutiny.

When votes are cast on proposals at the shareholders’ general meeting, representatives of the shareholders and the representative of supervisors shall be jointly responsible for counting and scrutinizing votes and shall announce the voting results at the meeting. The voting result shall be recorded in the meeting minutes. |
| 92. | / | Article 91 A shareholder attending a shareholders’ general meeting shall express one of the following opinions on any proposed resolutions to be voted on: for, against or abstain. Blank, wrong, illegible or uncast votes shall be deemed as the voters’ waiver of their voting rights, and the voting results representing the shares held by such voters shall be counted as “abstain”. |
| 93. | Article 82 The chairman of the meeting shall decide whether or not a resolution is passed pursuant to voting results. His/her decision shall be final and shall be announced at the meeting and recorded in the minutes. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
94.	Article 83 If the chairman of the meeting has any doubt as to the result of a resolution which has been put to vote, he/she may have the ballots counted. If the chairman of the meeting has not counted the ballots, shareholders or proxies present at the meeting who disagree with the result announced by the chairman of the meeting may, immediately after the declaration, demand that the ballots be counted and the chairman of the meeting shall have the ballots counted immediately.	Article 9283 If the presider chairman of the meeting has any doubt as to the result of a resolution which has been put to vote, he/she may have the ballots counted. If the presider chairman of the meeting has not counted the ballots, shareholders or proxies present at the meeting who disagree with the result announced by the presider chairman of the meeting may, immediately after the declaration, demand that the ballots be counted and the presider chairman of the meeting shall have the ballots counted immediately.
95.	/	Article 93 The voting results of a shareholders’ general meeting shall be announced on a timely basis in accordance with the listing rules of the place where the Company’s shares are listed.
96.	/	Article 94 Where a resolution for the election of directors or supervisions is adopted at the shareholders’ general meeting, the term of office of the newly-elected directors and supervisors shall commence at the time when such resolution is adopted.
97.	Article 84 If ballots are counted at a shareholders’ general meeting, the counting result shall be recorded in the minutes. The minutes of the meeting together with the attendance record of the attending shareholders and the powers of attorney for the attendance of proxies, and the valid information of voting via other means shall be kept at the domicile of the Company.	Deleted.

APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
98.	Article 85 A shareholder shall be entitled to inspect copies of minutes of meeting(s) free of charge during office hours of the Company. Upon the request of any shareholder for a copy of the relevant minutes of meeting, the Company shall send out the copy of the minutes within seven days after receipt of the reasonable payment therefor.	Deleted.
99.	Chapter 9 Special Procedures for Voting by Class Shareholders	Deleted.
100.	Article 86 Shareholders who hold different classes of shares shall be class shareholders.
Class shareholders shall be entitled to rights and shall bear responsibilities in accordance with laws, administrative regulations, listing rules of the place where the Company’s shares are listed and the Articles of Association.	Deleted.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
101.	Article 87 If the Company proposes to change or abrogate the rights of the class shareholders, this proposal should be passed by a special resolution at the shareholders’ general meeting and passed at the meeting convened according to Articles 89 to 93 of the Articles of Association by the related class of shareholders.

Where any changes in domestic and overseas laws, administrative regulations and listing rules of the place where the Company’s shares are listed, as well as decisions made under law by domestic and overseas regulatory authorities, lead to the changes or abrogation of rights of class shareholders, no approval of the shareholders’ meeting or class shareholders’ meeting would be required.

Upon approval by the securities regulatory authority of the State Council and consent of the Hong Kong Stock Exchange, the transfer of the Company’s domestic shares by its holders in whole or part to overseas investors and the listing and trading of such transferred shares on overseas stock exchanges, or the conversion of the domestic shares in whole or part into overseas listed foreign shares and the listing and trading of such converted shares on overseas stock exchanges, shall not be deemed to be a change or abrogation of the rights of class shareholders proposed by the Company. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
102.	Article 88 The rights of a certain class of shareholders shall be deemed to be changed or nullified in the following circumstances:

(I) increase or reduce the number of shares of that class, or increase or reduce the number of shares of other class with equal or more voting rights, distribution rights and other privileges;

(II) a change 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 shares of such class or the grant of the right to such change;

(III) a removal or reduction of rights to accrued dividends or cumulative dividends attached to shares of such class;

(IV) a reduction or removal of a dividend preference or property distribution preference during liquidation of the Company attached to shares of such class;

(V) an addition, removal or reduction of share conversion rights, options, voting rights, transfer rights, pre-emptive rights or rights to acquire securities of the Company attached to shares of such class; | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(VI) a removal or reduction of rights to receive amounts payable by the Company in a specified currency attached to shares of such class;

(VII) a creation of a new class of shares with voting rights, distribution rights or other privileges equal or superior to those of the shares of that class;

(VIII) an imposition of restrictions or additional restrictions on the transfer or ownership of shares of such class;

(IX) an issuance of rights to subscribe for or convert into shares of such class or another class;

(X) an increase in the rights and privileges of shares of another class;

(XI) a restructuring plan of the Company which will cause shareholders of different classes to bear liability to different extents during the restructuring; and

(XII) to revise or nullify the provisions in this chapter. | |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
103.	Article 89 Shareholders of the affected class, whether or not having the right to vote at shareholders’ general meeting, shall have the right to vote at class meetings in respect of matters referred to in Items (II) to (VIII), (XI) to (XII) of Article 88, provided that interested shareholders shall not have the right to vote at class meetings.

Interested shareholder(s) as specified in the preceding paragraph refer(s) to:

(I) In case of a buyback of shares by the Company by way of a general offer to all shareholders in equal proportion or by way of open market transactions on a stock exchange in accordance with Article 30 hereof, the controlling shareholders as defined in the Articles of Association shall be the “interested shareholders”;

(II) In case of a buyback of shares by the Company by an over-the-counter agreement in accordance with Article 30 hereof, holders of shares in relation to such agreement shall be the “interested shareholders”; and | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(III) In case of a restructuring plan of the Company, shareholders who assume a relatively lower proportion of obligation than the obligations imposed on other shareholders of that class or who have an interest that is different from the interest of other shareholders of that class shall be the “interested shareholders”.
104.	Article 90 A resolution of the class meeting shall be passed by shareholders present at the class meeting representing two-thirds or more of the voting rights in accordance with Article 89.	Deleted.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
105.	Article 91 Written notice of a class meeting shall be given by the Company in accordance with the requirements in respect of convening extraordinary general meetings as stipulated by Article 62 hereof to notify all the registered shareholders holding shares of that class of the matters to be considered at the meeting and the date and place of the meeting.

If the number of voting shares at such meeting held by shareholders who intend to attend such meeting is not less than one-half of the total number of voting shares of that class at such meeting, the Company may hold such class meeting; if not, the Company shall further notify the shareholders by way of announcement within five days thereof specifying the matters to be considered at the meeting and the date and place of the meeting. After such announcement has been given, the Company may then hold the class meeting.

Where the listing rules of the place where the Company’s shares are listed have special provisions, such provisions shall prevail. | Deleted. |
| 106. | Article 92 Notice of class meetings need only be served on shareholders entitled to vote thereat. Meetings of any class of shareholders shall be conducted in a manner as similar as possible to that of the shareholders’ general meetings. Unless otherwise specified in the Articles of Association, the provisions of the Articles of Association relating to the manner of convening the shareholders’ general meeting shall apply to the class meeting. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
107.	Article 93 Apart from holders of other classes of shares, holders of domestic shares and overseas listed foreign shares are deemed to be shareholders of different classes.

The special voting procedure for class shareholders shall not apply for the following cases:

(I) after approval by a special resolution in shareholders’ general meeting, the Company issue domestic shares and overseas listed foreign shares separately or at the same time at an interval of 12 months, and the proposed number of domestic shares and overseas listed foreign shares to be issued respectively will not exceed 20% of the outstanding issued shares of such class;

(II) the plans to issue domestic shares and overseas listed foreign shares upon establishment of the Company are completed within 15 months from the date of approval by the securities regulatory authority of the State Council; and

(III) Upon the approval by the securities regulatory authority of the State Council and the consent from Hong Kong Stock Exchange, the domestic shareholders of the Company will transfer their shares to offshore investors, or the domestic shareholders of the Company are approved for converting all or part of domestic shares into foreign shares, and such shares transferred or converted will be listed and traded on overseas stock exchanges. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
108.	Article 94 A company shall have a board which is responsible and submitting work reports to the shareholders’ general meeting. Our Board of Directors consists of 9 Directors, including 4 executive Directors, 2 non-executive Directors and 3 independent non-executive Directors, The Board of Directors shall have one chairman. The chairman of the Board of Directors shall be elected and removed by more than half of the Directors of the Board of Directors. The chairman of the Board of Directors shall serve a term of three years subject to re-election.	Article 9594 A company shall have a board which is responsible and submitting work reports to the shareholders’ general meeting. Our Board of Directors consists of 9 Directors, employee representatives may serve as directors on the Board. At all times, more than 1/3 of the members of the Board shall be independent non-executive Directors, and the total number of independent non-executive Directors shall be not less than 3, at least one of whom shall have appropriate professional qualifications in line with regulatory requirements, or appropriate accounting or related financial management expertise, including 4 executive Directors, 2 non-executive Directors and 3 independent non-executive Directors. The Board of Directors shall have one chairman. The chairman of the Board of Directors shall be elected and removed by more than half of the Directors of the Board of Directors. The chairman of the Board of Directors shall serve a term of three years subject to re-election.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
109.	Article 95 The Company shall set aside a period of time before convening the meeting in respect of candidates nominated by shareholders taking up the role of directors. Within this period, shareholders may issue a written notice to the Company in respect of nominating a candidate to be a director, and such candidate may issue written notice regarding the indication of his/her intention to accept the nomination to the Company. The aforementioned period shall be at least seven days and shall commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than seven days prior to the date of such meeting.	Deleted.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
110.	Article 96 Directors shall be elected or replaced at a shareholders’ general meeting and the tenure shall be three years. A director may serve consecutive terms if re-elected upon the expiration of his/her term.

The tenure of a director shall be from the date of appointment to the expiry of tenure of the current Board of Directors. When the directors’ term expires and re-election not be held in time, or where the resignation of a director during his/her term of office causes the number of members of the Board of Directors to be less than the quorum, the original directors shall still perform their duties as directors in accordance with laws, administrative regulations, departmental rules, the listing rules of the place where the Company’s shares are listed and the Articles of Association before the re-elected directors take office.

Any director can be removed before the expiration of his/her term of office by an ordinary resolution passed at a shareholders’ general meeting, subject to full compliance with the relevant laws and administrative regulations. Such removal does not affect the rights of such director to make any claim under any contract.

A director is not required to hold any shares of the Company. | Article 96 Directors shall be elected or replaced at a shareholders’ general meeting and the tenure shall be three years. A director may serve consecutive terms if re-elected upon the expiration of his/her term.

The tenure of a director shall be from the date of appointment to the expiry of tenure of the current Board of Directors.

Before the expiry of his or her term of office, a director may resign by submitting a written resignation report to the Board of Directors. The Board of Directors shall disclose the relevant matters in accordance with the listing rules of the place where the Company’s shares are listed.

When the directors’ term expires and re-election not be held in time, or where the resignation of a director during his/her term of office causes the number of members of the Board of Directors to be less than the quorum, the original directors shall still perform their duties as directors in accordance with laws, administrative regulations, departmental rules, the listing rules of the place where the Company’s shares are listed and the Articles of Association before the re-elected directors take office. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
		Except under the circumstance in the preceding paragraph, a director’s resignation shall take effect once his or her resignation report is received by the Board. The shareholders’ general meeting may remove any director by a resolution, which shall come into effect from the date on which such resolution is made. Where a director is removed from office prior to expiration of his/her term of office without reasonable cause, the director may demand compensation from the Company. Any director can be removed before the expiration of his/her term of office by an ordinary resolution passed at a shareholders’ general meeting, subject to full compliance with the relevant laws and administrative regulations. Such removal does not affect the rights of such director to make any claim tinder any contract.

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

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
111.	Article 97 The Board of Directors shall be responsible to the shareholders’ general meetings and exercise the following functions and powers:

(I) convening the shareholders’ general meeting and submitting work reports to the shareholders’ general meeting;

(II) implementing resolutions of the shareholders’ general meeting;

(III) determining the Company’s business plans and investment schemes;

(IV) formulating the Company’s annual budgets plan and final accounts plan;

(V) formulating the Company’s profit distribution plan and plan for covering losses;

(VI) formulating the Company’s plans for increase or reduction of registered capital, issuance of bonds or other securities and listing plan;

(VII) making plans for the merger, division and dissolution of the Company or change of its corporate form;

(VIII) determining the internal management setup of the Company; | Article 97 The Board of Directors shall be responsible to the shareholders’ general meetings and exercise the following functions and powers:

(I) convening the shareholders’ general meeting and submitting work reports to the shareholders’ general meeting;

(II) implementing resolutions of the shareholders’ general meeting;

(III) determining the Company’s business plans and investment schemes;

(IV) formulating the Company’s annual budgets plan and final accounts plan;

(V) formulating the Company’s profit distribution plan and plan for covering losses;

(VI) formulating the Company’s plans for increase or reduction of registered capital, issuance of bonds or other securities and listing plan; |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(IX) appointing or dismissing the general manager of the Company, the secretary to the Board of Directors, and the secretary of the Company; appointing or dismissing senior management including deputy general manager and person-in-charge of finance of the Company based on the nominations of the general manager, and determining their emoluments;

(X) formulating the Company’s basic management system;

(XI) formulating draft for amendment of the Articles of Association;

(XII) authorizing the chairman of the Board of Directors to exercise part of the functions and powers of the Board of Directors;

(XIII) determining the establishment of special committees of the Board of Directors and select the members of each special committees of the Board of Directors;

(XIV) formulating the equity incentive plans of the Company; | (XIV) making plans for the merger, division and dissolution of the Company or change of its corporate form;

(XIV) determining the internal management setup of the Company;

(XIV) appointing or dismissing the general manager of the Company, the secretary to the Board of Directors, and the secretary of the Company; appointing or dismissing senior management including deputy general manager and person-in-charge of finance of the Company based on the nominations of the general manager, and determining their emoluments;

(XX) formulating the Company’s basic management system;

(XI) formulating draft for amendment of the Articles of Association; |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(XV) proposing the scheme on the amount and the method of payment of directors’ remuneration, and reporting to the shareholders’ general meeting for decision;

(XVI) managing information disclosure by the Company;

(XVII) proposing to the shareholders’ general meeting on the appointment or replacement of accounting firm which provides audit services to the Company;

(XVIII) determining the major matters and administrative affairs other than those which shall be resolved by the shareholders’ general meeting of the Company as required by laws, administrative regulations, competent departmental rules and the Articles of Association of the Company, and entering into other important agreements; and

(XIX) any other functions and powers accorded by laws, administrative regulations, departmental rules and the listing rules of the place where the Company’s shares are listed or the Articles of Association. | (XIII) authorizing the chairman of the Board of Directors to exercise part of the functions and powers of the Board of Directors;

(XVIII) determining the establishment of special committees of the Board of Directors and select the members of each special committees of the Board of Directors;

(XIX) formulating the equity incentive plans of the Company;

(XIXI) proposing the scheme on the amount and the method of payment of directors’ remuneration, and reporting to the shareholders’ general meeting for decision;

(XIXII) managing information disclosure by the Company;

(XIXIII) proposing to the shareholders’ general meeting on the appointment or replacement of accounting firm which provides audit services to the Company; |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	Resolutions by the Board of Directors on matters referred to in the preceding paragraph may be passed by the affirmative vote of more than half of the directors with the exception of resolutions on matters referred to in Items (VI), (VII) and (XI), which shall require the affirmative vote of more than two-thirds of the directors.

The above functions and powers exercised by the Board of Directors or any transaction or arrangement of the Company, which shall be considered at the shareholders’ general meeting according to the listing rules of the stock exchange where the Company’s shares are listed, shall be submitted to the shareholders’ general meeting for consideration. | (1) Determining the major matters and administrative affairs other than those which shall be resolved by the shareholders’ general meeting of the Company as required by laws, administrative regulations, competent departmental rules and the Articles of Association of the Company, and entering into other important agreements; and

(2) Any other functions and powers accorded by laws, administrative regulations, departmental rules and the listing rules of the place where the Company’s shares are listed or the Articles of Association.

Resolutions by the Board of Directors on matters referred to in the preceding paragraph may be passed by the affirmative vote of more than half of the directors with the exception of resolutions on matters referred to in Items (VI), (VII) and (XI), which shall require the affirmative vote of more than two-thirds of the directors.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
112.	Article 98 For the disposal of any fixed assets by the Board of Directors, if the aggregate of the expected value of the fixed assets proposed to be disposed of and the value of the fixed assets which had been disposed of within four months preceding such proposal for disposal exceeds 33% of the fixed assets value shown in the most recent balance sheet reviewed at a shareholders’ general meeting, the Board of Directors shall not dispose of or approve of the disposal of such fixed assets without the prior approval of the shareholders’ general meeting.

The disposal of fixed assets referred to in this article includes the transfer of interests of certain assets, but excludes the guarantee provided by pledge of fixed assets.

The validity of transactions conducted by the Company in relation to the disposal of fixed assets shall not be affected notwithstanding any violation of the requirements sets out in the first paragraph of this article. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
113.	Article 100 Where the chairman of the Board of Directors is incapable of performing or is not performing his/her duties, a Director elected jointly by more than half of the Directors shall perform his/her duties.	Article 99100 Where the chairman of the Board of Directors is incapable of performing or is not performing his/her duties, a Director elected jointly by more than half of the Directors shall perform his/her duties.
114.	Article 102 The chairman of the Board of Directors shall convene an extraordinary meeting of the Board of Directors in one of the following circumstances:
(I) proposed by shareholders holding not less than one-tenth of the voting rights;
(II) proposed by not less than one-third of the directors;
(III) proposed by two or more independent non-executive directors;
(IV) proposed by the general manager or the Board of Supervisors;
(V) the chairman of the Board of Directors considers necessary; and
(VI) any other circumstances as provided for in the Articles of Association.	Article 101102 The chairman of the Board of Directors shall convene an extraordinary meeting of the Board of Directors in one of the following circumstances:
(I) proposed by shareholders holding not less than one-tenth of the voting rights;
(II) proposed by not less than one-third of the directors;
(III) proposed by two or more independent non-executive directors;
(IV) proposed by the general manager or the Board of Supervisors;
(V) the chairman of the Board of Directors considers necessary; and
(VI) any other circumstances as provided for in the laws, administrative regulations, departmental rules, the listing rules of the place where the Company’s shares are listed and the Articles of Association.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
115.	Article 104 Except for the extraordinary meeting of the Board of Directors in case of emergency, the notice of the meeting of the Board of Directors shall be served by hand or by fax, mail or other means.

The written notice of a meeting of the Board of Directors shall include the following:

(I) date and venue of the meeting;

(II) topics for discussion; and

(III) date on which the notice is sent.
... | Article 103104 Except for the extraordinary meeting of the Board of Directors in case of emergency, the notice of the meeting of the Board of Directors shall be served by hand or by fax, mail or other means.

The written notice of a meeting of the Board of Directors shall include the following:

(I) __date and venue of the meeting;

(II) duration of the meeting;

(III) matters and topics for discussion; and

(IV) date on which the notice is sent.
... |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
116.	Article 105 A meeting of the Board of Directors shall be attended by more than half of the Directors.
……	Article 104105 A meeting of the Board of Directors shall be attended by more than half of the Directors.
……
117.	Article 106 Where a director or any of his/her close associates is interested in the matters resolved by the Board of Directors, the director shall recuse himself/herself and shall not have the right to vote. The director shall not be counted when the quorum of directors present at the meeting is calculated. In case a director recuses himself/herself from voting, a meeting of the Board of Directors may be held when more than half of the non-connected directors attend the meeting. The resolution made at the meeting of the Board of Directors shall be passed by more than half of the non-connected directors. If the number of non-connected directors attending the meeting is less than three, the proposal shall not be voted on and the matter shall be submitted to the shareholders’ general meeting for consideration.	Article 105106 Where a director or any of his/her close associates is interested in the matters resolved by the Board of Directors, the director shall report in writing to the Board of Directors on a timely basis and recuse himself/herself and shall not have the right to vote. The director shall not be counted when the quorum of directors present at the meeting is calculated. In case a director recuses himself/herself from voting, a meeting of the Board of Directors may be held when more than half of the non-connected directors attend the meeting. The resolution made at the meeting of the Board of Directors shall be passed by more than half of the non-connected directors. If the number of non-connected directors attending the meeting is less than three, the proposal shall not be voted on and the matter shall be submitted to the shareholders’ general meeting for consideration.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
118.	Article 109

……

The directors shall be responsible for the resolutions of the Board of Directors. If a resolution of the Board of Directors violates the laws, administrative regulations, listing rules of the place where the Company’s shares are listed or the Articles of Association, as a result of which the Company sustains serious losses, the directors participating in the resolution are liable to compensate the Company. However, if it can be proven that a director expressly objected to the resolution when the resolution was voted on, and that such objections were recorded in the minutes of the meeting, such director may be relieved of that liability.

The documents of meetings of the Board of Directors, including meeting notices and meeting materials, meeting attendance signature book, the powers of attorney for proxy directors, meeting taping information, votes, minutes signed and confirmed by attending directors, meeting summaries, resolution records, etc., shall be filed by the secretary to the Board of Directors. Such minutes shall be available for inquiry at any reasonable time upon reasonable notice by any director. The minutes of the meeting of the Board of Directors shall be kept as archives of the Company. | Article 108-109

……

The directors shall be responsible for the resolutions of the Board of Directors. If a resolution of the Board of Directors violates the laws, administrative regulations, listing rules of the place where the Company’s shares are listed or the Articles of Association; and the resolution of the shareholders’ general meeting, as a result of which the Company is suffered from serious losses, the directors participating in the resolution are liable to compensate the Company. However, if it can be proven that a director expressly objected to the resolution when the resolution was voted on, and that such objections were recorded in the minutes of the meeting, such director may be relieved of that liability.

The minutes of Board meetings shall be kept as archives of the Company for not less than ten years. The documents of meetings of the Board of Directors, including meeting notices and meeting materials, meeting attendance signature book, the powers of attorney for proxy directors, meeting taping information, votes, minutes signed and confirmed by attending directors, meeting summaries, resolution records, etc., shall be filed by the secretary to the Board of Directors. Such minutes shall be available for inquiry at any reasonable time upon reasonable notice by any director. The minutes of the meeting of the Board of Directors shall be kept as archives of the Company. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
119.	/	Article 109 The minutes of a meeting of the Board shall include:
(I) the date and venue of the meeting and the name of the convener;
(II) the names of directors attending the meeting and the names of directors (proxies) attending the meeting on behalf of others;
(III) the agenda of the meeting;
(IV) the key points of speeches of directors; and
(V) the manners and results of voting on each matter for resolution (voting results shall specify the number votes for, against or abstain from voting on, the resolution).

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
120.	Article 110 Where necessary, the Board of Directors may set up special committees such as audit committee, remuneration committee and nomination committee to provide suggestions and advices for its significant decisions. The personnel composition and terms of reference of special committees shall be resolved separately by the Board of Directors. Special committees shall not make any resolution in the name of the Board of Directors. However, in the absence of violation of the mandatory provisions under PRC’s relevant laws, regulations, regulatory documents and the listing rules of the stock exchange where the Company’s shares are listed, the special committees shall exercise the right of decision on the authorized matters under the special authorization of the Board of Directors.	Article 110 Where necessary. The Board of Directors may set up special committees such as audit committee, remuneration committee and nomination committee to provide suggestions and advices for its significant decisions.

Each special committee shall be consisted of not less than three directors and the majority of which shall be independent non-executive directors. All members of an audit committee shall be non-executive directors with at least one independent non-executive director who possesses appropriate professional qualifications or appropriate accounting or relevant financial management expertise as required by the listing rules of the place where the Company’s shares are listed. The rules of procedures of each special committee shall be formulated by the Board of Directors.

The personnel composition and terms of reference of special committees shall be resolved separately by the Board of Directors. Special committees shall not make any resolution in the name of the Board of Directors. However, in the absence of violation of the mandatory provisions under PRC’s relevant laws, regulations, regulatory documents and the listing rules of the stock exchange where the Company’s shares are listed, the special committees shall exercise the right of decision on the authorized matters under the special authorization of the Board of Directors. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
121.	/	Article 111 The audit committee shall have a chairman, who shall be an independent non-executive Director and shall preside over the work of the audit committee.

The audit committee is mainly responsible for the relevant review and governance of the audit and risk management of the Company. The following matters shall be passed by more than half of the members of the audit committee before being resolved by the Board of Directors:

(1) employment and dismissal of the accounting firm(s) for auditing works of the Company;

(2) employment and dismissal of financial controller(s);

(3) disclosure of financial accounting reports;

(4) other matters as stipulated by the securities regulatory authorities. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
122.	/	Article 112 The remuneration committee shall have a chairman, who shall be an independent non-executive Director and shall preside over the work of the remuneration committee.

The remuneration committee is mainly responsible for formulating the assessment standards for and evaluating the Company’s directors and senior management members. It is also responsible for formulating and reviewing the remuneration policies and plans for the Company’s directors and senior management members. It is responsible to the Board of Directors and shall report their works to the Board of Directors. |
| 123. | / | Article 113 The nomination committee shall have a chairman, who shall be a director or an independent non-executive Director and shall preside over the work of the nomination committee.

The nomination committee is primarily responsible for review and making recommendations on the candidates, selection criteria and procedures for the Company’s directors and senior management members. It is responsible to the Board of Directors and shall report their works to the Board of Directors. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
124.	/	Article 114 The meetings of the special committees are classified as regular meetings and extraordinary meetings. The audit committee shall hold at least one regular meeting in the first half and second half of each year, respectively. The remuneration committee and the nomination committee shall convene at least one regular meeting per year. The special committees shall hold extraordinary meetings in accordance with the requirements of their working system.
125.	/	Article 115 The special committee meeting shall be convened by the office of the Board of Directors giving three days’ prior notice to all members of the committees. In case of any emergency for which a meeting needs to be convened by the special committee as soon as possible, the notice of the meeting may be issued by telephone, fax or email on that day, but the chairman of the special committee shall provide an explanatory statement at the meeting.
126.	/	Article 116 The meetings of the special committee shall be presided over by the chairman. If the chairman is unable to attend, he/she may entrust another member (being an independent non-executive director) to preside over the meeting.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
127.	/	Article 117 The meetings of the special committee shall be attended by at least two-thirds of the members. Members of the special committee shall attend the meeting in person or by conference call or via similar communication devices. Any member who is unable to attend the meeting for any reason may appoint another member in writing to attend the meeting on his/her behalf. The written power of attorney shall specify the scope of authorization.
128.	/	Article 118 The special committee may invite relevant personnel of the Company to attend the meeting, if necessary.
129.	/	Article 119 Resolutions of the special committee shall be passed by a majority of the special committee members. For the voting on a resolution of the special committee, each member shall have one vote.
130.	/	Article 120 Resolutions passed at the special committee meeting, together with their voting results, shall be submitted to the Board of Directors of the Company in writing.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
131.	/	Article 121 The Company’s remuneration policy for Directors, supervisors and senior management is to uphold the principle of combining distribution according to work with responsibilities, rights and interests: to carry out the principle of remunerations are determined with reference to market trend; to implement the principle of linking income level with the Company’s benefits and work objectives; to carry out the principle of aligning remuneration with the long-term interests of the Company; and to facilitate the business growth and long-term stable development of the Company.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
132.	Article 112 The secretary to the Board of Directors shall be a natural person with requisite professional knowledge and experience, and his/her main duties include:

(I) to ensure that the document of the Board of Directors complies with relevant laws and regulations;

(II) to ensure that the Company has a complete set of constitutional documents and records;

(III) to ensure that the Company legally prepares and submits reports and documents as required by the competent authorities;

(IV) to ensure that the register of shareholders of the Company is properly maintained, and that persons entitled to receive relevant records and documents of the Company are given timely access to such records and documents; and

(V) other duties required by laws, regulations, the Articles of Association, other management systems of the Company, and the listing rules of the stock exchange where the Company’s shares are listed. | Article 123+12 The secretary to the Board of Directors shall be responsible for the preparation of the shareholders’ general meetings and the meetings of the Board of Directors of the Company, the preservation of the documents and the management of the information on the Company’s shareholders, and the handling of the information disclosure and other issues.

The secretary to the Board of Directors shall comply with the relevant provisions of laws, administrative regulations, departmental rules, the listing rules of the place where the shares of the Company are listed and the Articles of Association.

be a natural person with requisite professional knowledge and experience, and his/her main duties include:

(I) to ensure that the document of the Board of Directors complies with relevant laws and regulations;

(II) to ensure that the Company has a complete set of constitutional documents and records; |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
		(III) to ensure that the Company legally prepares and submits reports and documents as required by the competent authorities;

(V) other duties required by laws, regulations, the Articles of Association, other management systems of the Company, and the listing rules of the stock exchange where the Company’s shares are listed. |
| 133. | Article 113 Directors or other senior management may concurrently act as the secretary to the Board of Directors. The accountant of the accounting firm engaged by the Company shall not concurrently serve as the secretary to the Board of Directors of the Company.

Where the secretary to the Board of Directors concurrently acts as a director, for an act which is required to be made by a director and the secretary to the Board of Directors separately, the person who concurrently acts as a director and the secretary to the Board of Directors may not perform the act in dual capacity. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
134.	Article 122
...
The chairman of the Board of Supervisors shall be appointed or dismissed by the votes of more than two-thirds (inclusive) of the members of the Board of Supervisors.	Article 132+22
...
The chairman of the Board of Supervisors shall be appointed or dismissed by the votes of more than two-thirds (inclusive) half of all the members of the Board of Supervisors.
135.	Article 125 Meetings of the Board of Supervisors shall be convened at least once every six months and be convened by its chairman. Supervisors may propose to convene an interim meeting of the Board of Supervisors.	Article 135+25 Meetings of the Board of Supervisors shall be convened at least once every six months and be convened by its chairman. Supervisors may propose to convene an interim meeting of the Board of Supervisors.

The chairman of the Board of Supervisors shall convene and preside over the meeting of the Board of Supervisors. If the chairman of the Board of Supervisors is unable or fails to perform his/her duty, a supervisor jointly elected by more than half of the supervisors shall convene and chair the meeting of the Board of Supervisors. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
136.	Article 126 The Board of Supervisors shall be accountable to the shareholders’ general meeting and shall perform the following functions and powers in accordance with law:

(I) to check the financial situations of the Company;

(II) to supervise the acts of the directors and senior management in performing their duties to the Company and propose the removal of those directors and senior management who violate the laws, administrative regulations, the listing rules of the place where the Company’s shares are listed, the Articles of Association or resolutions of shareholders’ general meetings;

(III) to require any director or senior management to make rectification when any act thereof harms the Company’s interests;

(IV) to verify financial information such as financial reports, business reports and profit distribution plans to be submitted by the Board of Directors to the shareholders’ general meeting and if there are any queries, to engage certified public accountants or practicing auditors in the name of the Company to assist in the review; | Article 136126 The Board of Supervisors shall be accountable to the shareholders’ general meeting and shall perform the following functions and powers in accordance with law:

(I) to check the financial situations of the Company;

(II) to supervise the acts of the directors and senior management in performing their duties to the Company and propose the removal dismissal of those directors and senior management who violate the laws, administrative regulations, the listing rules of the place where the Company’s shares are listed, the Articles of Association or resolutions of shareholders’ general meetings;

(III) to require any director or senior management to make rectification when any act thereof harms the Company’s interests; |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(V) to propose to convene an extraordinary general meeting;

(VI) to negotiate with or file suit against the directors on behalf of the Company;

(VII) to conduct investigation if there are any unusual circumstances in the Company’s operations, and if necessary, to engage an accounting firm, law firm or other professional institutions to assist in their work at the expenses of the Company; and

(VIII) to perform other functions and powers stipulated by the laws, administrative regulations and the Articles of Association.

The supervisors shall attend meetings of the Board of Directors. | (IV) to verify financial information such as financial reports, business reports and profit distribution plans to be submitted by the Board of Directors to the shareholders’ general meeting and if there are any queries, to engage certified public accountants or practicing auditors in the name of the Company to assist in the review;

(IVV) to propose to convene an extraordinary general meeting, and convene and preside over the shareholders’ general meeting when the Board of Directors is unable to fulfill its duty to convene and preside over the shareholders’ general meeting specified by the Articles of Association;

(V) to submit proposals to the shareholders’ general meeting;

(VI) to take legal action against the Directors and senior management officers according to the Company Law; to negotiate with or file suit against the directors on behalf of the Company; |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
		(VII) to conduct investigation if there are any unusual circumstances in the Company’s operations, and if necessary, to engage an accounting firm, law firm or other professional institutions to assist in their work at the expenses of the Company; and

(VIII) to perform other functions and powers stipulated by the laws, administrative regulations and the Articles of Association.

The supervisors shall may attend meetings of the Board of Directors, and question or make recommendations on the resolutions to be passed by the Board of Directors.

The Board of Supervisors may require Directors and senior management officers to submit reports on the performance of their duties. The Directors and senior management officers shall provide true information and data to the Board of Supervisors and not interfering with the Board of Supervisors in the exercise of their functions and powers. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
137.	Article 128 Votes at meetings of the Board of Supervisors shall be held by disclosed ballot, and each supervisor shall have one vote.

Voting procedure: the voting intention of a supervisor may be pro, con or abstention. Every attending supervisor shall choose one of the aforesaid intentions. If any supervisor doesn’t make any choice or chooses two or more intentions at the same time, the chairman of the meeting shall require the said supervisor to make a choice again, and if he/she refuses to do so, he/she shall be deemed as having abstained from voting; any supervisor who has left the meeting midway without coming back and making any choice shall be deemed as having abstained from voting.

Resolutions of the Board of Supervisors shall be passed by more than two-thirds of the members of the Board of Supervisors. | Article 138+28 Votes at meetings of the Board of Supervisors shall be held by disclosed ballot, and each supervisor shall have one vote.

Voting procedure: the voting intention of a supervisor may be pro, con or abstention. Every attending supervisor shall choose one of the aforesaid intentions. If any supervisor doesn’t make any choice or chooses two or more intentions at the same time, the presider chairman of the meeting shall require the said supervisor to make a choice again, and if he/she refuses to do so, he/she shall be deemed as having abstained from voting; any supervisor who has left the meeting midway without coming back and making any choice shall be deemed as having abstained from voting.

Resolutions of the Board of Supervisors shall be passed by more than two-thirds half of all the members of the Board of Supervisors. |
| 138. | Article 129 All reasonable fees incurred for the employment of professionals such as lawyers, certified public accountants or practicing auditors by the Board of Supervisors in the exercise of its functions and powers shall be borne by the Company. | Article 139+29 The expenses required by the Board of Supervisors to exercise their functions and powers shall be borne by the Company. All reasonable fees incurred for the employment of professionals such as lawyers, certified public accountants or practicing auditors by the Board of Supervisors in the exercise of its functions and powers shall be borne by the Company. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
139.	Article 131 The Board of Supervisors shall keep minutes of resolutions passed at the meetings. The minutes shall be signed by the supervisors present at the meeting.

Any supervisor shall be entitled to have an explanatory note made in the minutes regarding his/her speech at the meetings. The minutes of the meetings of the Board of Supervisors shall be kept as archives of the Company at the domicile of the Company. | Article 141+3+ The Board of Supervisors shall keep minutes of resolutions passed at the meetings. The minutes shall be signed by the supervisors present at the meeting.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
140.	Article 132 None of the following persons shall serve as a director, supervisor, or senior management of the Company if he/she is:

(I) a person without civil capacity or with limited civil capacity;

(II) a person who was convicted for criminal offence for corruption, bribery, encroachment of property, misappropriation of property or disruption of the order of socialist market economy and a five-year period has not elapsed since completion of execution of the judgement, or who has been stripped of his/her political rights as a result of committing a criminal offence and a five-year period has not elapsed since completion of execution of the judgement;

(III) a director, factory director or manager of bankrupt and liquidated companies or enterprises whereby such person was personally liable for the bankruptcy of such companies or enterprises, and a three-year period has not elapsed from which the liquidation of the companies or enterprises was completed; | Article 142+32 None of the following persons shall serve as a director, supervisor, or senior management of the Company if he/she is:

(I) a person without civil capacity or with limited civil capacity;

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(IV) a person who was the legal representative of a company or an enterprise whose business license was revoked or which was ordered to be closed down due to its violation of law, and who was personally accountable for the revocation of business license or closure of the company or enterprise, and a three-year period has not elapsed since revocation of business license of such company or enterprise;

(V) a person with relatively large amounts of due and outstanding debt;

(VI) a person under investigation by judicial authorities for suspected violations of criminal law and the investigation is still ongoing;

(VII) a person who is prohibited from acting as a leader of an enterprise by virtue of any laws, administrative regulations and the listing rules of the place where the Company’s shares are listed;

(VIII) a non-natural person;

(IX) a person who has been ruled as violations of the provisions of relevant securities regulations by the competent authority, involving fraud or dishonesty, and it does not exceed five years from the date of the ruling; and | (III) a director, factory director or manager of bankrupt and liquidated companies or enterprises whereby such person was personally liable for the bankruptcy of such companies or enterprises, and a three-year period has not elapsed from which the liquidation of the companies or enterprises was completed;

(IV) a person who was the legal representative of a company or an enterprise whose business license was revoked or which was ordered to be closed down due to its violation of law, and who was personally accountable for the revocation of business license or closure of the company or enterprise, and a three-year period has not elapsed since revocation of business license of such company or enterprise and order for closure;

(V) a person with relatively large amounts of due and outstanding debt and is designated by the people’s court as a dishonest person subject to enforcement; |

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No.	Original	Revised
	(X) other situations required by the relevant laws and regulations of the place where the Company’s shares are listed.
……	(VI) a person who is considered as not suitable to assume the positions as Director, supervisors, senior management officers by laws, administrative regulations, departmental rules, the listing rules of the place where the Company’s shares are listed or the regulatory authorities of the listing place of the Company’s share:

(VI) a person under investigation by judicial authorities for suspected violations of criminal law and the investigation is still ongoing;

(VII) a person who is prohibited from acting as a leader of an enterprise by virtue of any laws, administrative regulations and the listing rules of the place where the Company’s shares are listed;

(VIII) a non-natural person; |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
		(IX) a person who has been ruled as violations of the provisions of relevant securities regulations by the competent authority, involving fraud or dishonesty, and it does not exceed five years from the date of the ruling; and

(X) other situations required by the relevant laws and regulations of the place where the Company’s shares are listed:

... |
| 141. | Article 133 The validity of an act of a director or senior management of the Company on behalf of the Company for a goodwill third person shall not be affected by any incompliance in the appointment, election or qualification thereof. | Article 143133 Directors, supervisors and senior management shall have a fiduciary obligation to the Company, take measures to avoid any conflict of interest with the Company and not utilize their positions to seek undue benefits.

Directors, supervisors and senior management shall have an obligation of diligence to the Company and shall exercise the reasonable care normally expected of a manager in the best interests of the Company in the performance of their duties.

The validity of an act of a director or senior management of the Company on behalf of the Company for a goodwill third person shall not be affected by any incompliance in the appointment, election or qualification thereof. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
142.	Article 134 In addition to obligations imposed by laws, administrative regulations or listing rules of the place where the Company’s shares are listed, the Company’s directors, supervisors and senior management shall have the following obligations to each shareholder in the exercise of the functions and powers granted to them by the Company:

(I) not to cause the Company to act beyond the scope of business stipulated in its business license;

(II) to act honestly in the best interests of the Company;

(III) not to deprive the Company of its property in any way, including (but not limited to) any opportunities that are favorable to the Company: and

(IV) not to deprive shareholders of their personal interests, including (but not limited to) any distribution rights and voting rights, but excluding the restructuring of the Company submitted for adoption at the shareholders’ general meeting in accordance with the Articles of Association. | Article 144134 The Directors, Supervisors, and senior management shall not: In addition to obligations imposed by laws, administrative regulations or listing rules of the place where the Company’s shares are listed, the Company’s directors, supervisors and senior management shall have the following obligations to each shareholder in the exercise of the functions and powers granted to them by the Company:

(I) expropriate the Company’s property and misappropriate the funds of the Company;

(II) open any account in his/her own name or in the name of any other individual for the deposit of the Company’s funds;

(III) exploit authority to bribe or accept other illegal income;

(IV) accept commissions for personal gain from individuals or entities conducting business with the Company;

(V) disclose the Company’s secrets without authorization; |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
		(VI) other acts that violate the duty of loyalty to the Company.

(I) not to cause the Company to act beyond the scope of business stipulated in its business license;

(II) to act honestly in the best interests of the Company;

(III) not to deprive the Company of its property in any way, including (but not limited to) any opportunities that are favorable to the Company; and

(IV) not to deprive shareholders of their personal interests, including (but not limited to) any distribution rights and voting rights, but excluding the restructuring of the Company submitted for adoption at the shareholders’ general meeting in accordance with the Articles of Association. |
| 143. | / | Article 145 No directors shall act, in their personal capacity, on behalf of the Company or the Board of Directors if not provided in the Articles of Association or appropriately authorised by the Board of Directors. A director shall, when acting in his personal capacity, state his standing and identity in advance whenever a third party may reasonably believe that the said director is acting on behalf of the Company or the Board of Directors. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
144.	/	Article 146 If Directors, supervisors, senior management officers are required to attend a shareholders’ general meeting, the directors, supervisors and senior management officers shall attend the meeting and answer shareholders’ questions.
145.	/	Article 147 Any Director, supervisor and senior management officers who performs his/her duties in violation of the provisions of laws, administrative regulations or the Articles of Association and thereby causes losses to the Company shall be liable for compensation.
146.	/	Article 148 The Company shall be liable for any damages to others caused by a director or senior management while he is performing his duties. The director or senior management in question shall also be liable if such damages are intentional or caused by his gross negligence.
147.	/	Article 149 The independent non-executive directors shall execute in accordance with the relevant regulations under laws, administrative regulations and the listing rules of the place of listing.

APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
148.	Article 135 In exercising their rights or fulfilling their obligations, the directors, supervisors and senior management of the Company have the duty to act with due discretion, diligence and skill as a reasonable discreet person should do in similar circumstances.	Deleted.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
149.	Article 136 Each of the directors, supervisors and senior management of the Company shall, in the performance of duties, abide by the principles of honesty and shall not place himself/herself in a position where there is a conflict between his/her personal interests and duties assumed. This principle shall include (but not limited to) the fulfilment of the following obligations:

(I) to act honestly in the best interests of the Company;

(II) to exercise powers within the scope of his/her functions and powers and not to act beyond such powers;

(III) to personally exercise the discretion invested in him/her, not to allow himself/herself to be manipulated by another person and, not to delegate the exercise of his/her discretion to another party unless permitted by laws, administrative regulations and the listing rules of the place where the Company’s shares are listed or with the informed consent of the shareholders’ general meeting;

(IV) to be equitable towards shareholders of the same class and fair towards shareholders of different classes; | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(V) not to conclude a contract or enter into a transaction or arrangement with the Company except as otherwise provided in the Articles of Association or with the informed consent of the shareholders’ general meeting;

(VI) not to use the Company’s property for his/her own benefit in any way without the informed consent of the shareholders’ general meeting;

(VII) not to make use of official powers to accept bribes or other illegal income, and not to encroach upon the Company’s property in any way, including (but not limited to) any opportunities that are favorable to the Company;

(VIII) not to accept commissions in connection with the Company’s transactions without the informed consent of the shareholders’ general meeting;

(IX) to abide by the Articles of Association, perform his/her duties faithfully, protect the interests of the Company and not to seek personal gains with his/her position, functions and powers in the Company; | |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(X) without the informed consent of the shareholders’ general meeting, not to make use of official powers to seek business opportunities which rightfully belong to the Company for himself/herself or others, or to engage in the same type of businesses as the Company on his/her own or for others or to compete with the Company in any way;

(XI) not to misappropriate the funds of the Company or lend them to others, not to deposit the Company’s assets or funds in accounts opened in his/her own or in another’s name, not to use the Company’s assets as security for the debts of the Company’s shareholders or other individuals; and

(XII) without the informed consent of the shareholders’ general meeting, not to disclose confidential information relating to the Company that was acquired by him/her during his/her term of office, and not to use such information except in the interests of the Company; however, such information may be disclosed to the court or other competent government authorities if: | |
| | 1. provided by law; | |
| | 2. required in the public interest; and | |
| | 3. required in the own interest of such director, supervisor or senior management. | |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
150.	Article 137 The directors, supervisors and senior management of the Company shall not direct the following persons or institutions (the “Relevant Persons”) to do things from which the directors, supervisors and senior management are prohibited:

(I) spouses or minor children of directors, supervisors or senior management of the Company;

(II) trustees of directors, supervisors and senior management of the Company or persons set out in (I) herein;

(III) partners of directors, supervisors and senior management of the Company or persons set out in (I) and (II) herein;

(IV) companies effectively independently controlled by directors, supervisors and senior management of the Company or companies effectively jointly controlled by the persons set out in (I), (II) and (III) herein or other directions, supervisors and senior management of the Company; and

(V) directors, supervisors and senior management of the controlled companies as set out in (IV) herein. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
151.	Article 138 The honesty obligation of directors, supervisors and senior management of the Company shall not necessarily end with the expiry of their terms of office, and their confidentiality obligation in respect of trade secrets of the Company shall continue after expiry of their terms of office. Other obligations may continue for such period as the principle of fairness may require depending on the amount of time which has lapsed between the occurrence of the events and the termination of office and the circumstances and the terms under which the relationship between the Company and them was terminated.	Deleted.
152.	Article 139 The liabilities of directors, supervisors and senior management of the Company for breaching a specific obligation may be exempted through an informed resolution given by shareholders at the shareholders’ general meeting, save for the circumstances specified in Article 52 of the Articles of Association.	Deleted.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
153.	Article 140 The directors, supervisors and senior management of the Company having any direct or indirect material conflict of interests in any executed or proposed contracts, transactions or arrangements of the Company (except the employment contracts between the Company and its directors, supervisors and senior management), regardless of whether such matters are usually subject to the approval and consent of the Board of Directors, shall disclose the nature and extent of the interests to the Board of Directors as soon as possible.

A director shall not vote on any resolution approving any contracts, transactions or arrangements in which such director or any of his/her close associates (as defined in the Hong Kong Listing Rules) has a material interest, nor shall such director be counted in the quorum of the meeting. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	Unless the interested directors, supervisors and senior management of the Company have made such disclosure to the Board of Directors as required in the first paragraph of this article, and such matter has been approved by the Board of Directors at the meeting where such directors, supervisors and senior management have not been counted in the quorum and abstained from voting, the Company shall be entitled to cancel such contracts, transactions, or arrangements, save for the circumstance in which the other parties are goodwill parties uninformed of the default of their obligations of the said directors, supervisors and senior management.

Where the Relevant Persons of the directors, supervisors and senior management of the Company have any interests in a given contract, transaction or arrangement, the said directors, supervisors and senior management shall also be deemed as having interests therein. | |
| 154. | Article 141 If, before the Company considers concluding relevant contracts, transactions or arrangements for the first time, the directors, supervisors and senior management of the Company have notified the Board of Directors in writing that they will have interests in the contracts, transactions or arrangements to be concluded by the Company in the future because of the contents set out in the notice, the said directors, supervisors and senior management shall be deemed as having executed disclosure as specified in the preceding article of this chapter to the extent as specified in the notice. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
155.	Article 142 The Company shall not pay tax for its directors, supervisors and senior management in any way, except the withholding and payment of individual income tax for the aforementioned persons in accordance with relevant laws and regulations.	Deleted.
156.	Article 143 The Company shall not, directly or indirectly, provide loans or loan guarantees to the directors, supervisors and senior management of the Company and its controlling shareholders, nor shall the Company provide the same to their Relevant Persons.

The preceding provision shall not apply in the following circumstances:

(I) the Company provides loan or loan guarantee for its subsidiaries;

(II) the Company, in accordance with the employment contracts approved at the shareholders’ general meeting, provides loan, loan guarantee or other monies to the directors, supervisors and senior management of the Company, so that they may pay the expenses incurred for the purposes of the Company or for fulfilling their duties to the Company; and | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(III) if the normal business scope of the Company includes provision of loan and loan guarantee, the Company may provide loan and loan guarantee to relevant directors, supervisors and senior management and their Relevant Persons, but the conditions for providing loan or loan guarantee shall be normal business conditions.
157.	Article 144 If the Company provides loan in breach of the provisions of the preceding article, regardless of the loan conditions, the recipient of the loan shall return the same immediately.	Deleted.
158.	Article 145 The Company shall not be forced to execute loan guarantee provided in violation of the first paragraph of Article 143 of the Articles of Association, except in the following circumstances:

(I) the loan provider is uninformed that the loan was provided to the Relevant Persons of the directors, supervisors and senior management of the Company or its controlling shareholders; and

(II) the collateral provided by the Company has been lawfully sold by the loan provider to a bona fide purchaser. | Deleted. |
| 159. | Article 146 The guarantee as referred to in the preceding articles of this chapter shall include the act of the guarantor to undertake liability or provide property to ensure fulfilment of obligations by the obligor. | Deleted. |

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No.	Original	Revised
160.	Article 147 If a director, supervisor or senior management of the Company breaches his/her obligations to the Company, the Company shall, in addition to any rights and remedies provided by laws, administrative regulations and the listing rules of the place where the Company’s shares are listed, have a right to:

(I) require the relevant director, supervisor or senior management to compensate for the losses sustained by the Company as a consequence of his/her dereliction of duty;

(II) rescind any contract or transaction concluded by the Company with the relevant director, supervisor or senior management and contracts or transactions with a third party (where such third party is aware or should be aware that the director, supervisor or senior management representing the Company was in breach of his/her obligations to the Company);

(III) require the relevant director, supervisor or senior management to surrender the gains derived from the breach of his/her obligations; | Deleted. |

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No.	Original	Revised
	(IV) recover any funds received by the relevant director, supervisor or senior management that should have been received by the Company, including (but not limited to) commissions; and

(V) require the relevant director, supervisor or senior management to return the interest earned or possibly earned on the funds that should have been given to the Company. | |
| 161. | Article 148 The Company shall enter into written contracts with its directors and supervisors in relation to their remunerations, subject to prior approval at the shareholders’ general meeting. The aforesaid remunerations include:

(I) remunerations in respect to his/her service as a director, supervisor or senior management of the Company;

(II) remunerations in respect to his/her service as a director, supervisor or senior management of any subsidiary of the Company;

(III) remunerations in respect to the provision of other services in connection with the management of the Company and any of its subsidiaries; and

(IV) compensation for loss of office or retirement from office of the director or supervisor; | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	The Company’s written contract with directors and supervisors shall include:

(I) an undertaking to the Company to comply with the Company Law, Special Regulations, the Articles of Association, the Codes on Takeovers and Mergers and Share Buy-backs, and other provisions of the Securities and Futures Commission of Hong Kong and the Hong Kong Stock Exchange, and an agreement to entitle the Company to the remedial measures provided in the Articles of Association. The contract and his/her office shall not be consigned;

(II) an undertaking to the Company to comply with and perform his/her obligations to shareholders as provided in the Articles of Association; and

(III) an arbitration clause provided in the Articles of Association and the Hong Kong Listing Rules.

No proceedings may be brought by a director or supervisor against the Company for any benefit due to him/her in respect to the aforesaid matters, except pursuant to the contract mentioned above. | |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
162.	Article 149 The Company shall specify in the contracts concluded with its directors or supervisors in relation to remunerations that if the Company is acquired, its directors or supervisors shall, with the prior approval at the shareholders’ general meeting, be entitled to compensations or other monies for losing their positions or for retirement.

For the purposes of the preceding paragraph, the acquisition of the Company includes any of the following:

(I) a takeover offer made by any person to all shareholders; and

(II) a takeover offer made by any person with the intent of becoming the controlling shareholder. The definition of a controlling shareholder is the same as that in the Articles of Association.

If the relevant director or supervisor fails to comply with this article, any funds received by him/her shall go to the persons who sell their shares in acceptance of the aforesaid offer. The director or supervisor shall bear the expenses arising from the distribution of such amounts proportionally, and such expenses shall not be deducted from the amounts. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
163.	Article 150 The Company shall formulate its financial accounting system in accordance with the laws, administrative regulations, listing rules of the place where the Company’s shares are listed and PRC accounting standards formulated by the competent financial authority of the State.	Article 150 The Company shall formulate its financial accounting system in accordance with the laws, administrative regulations, listing rules of the place where the Company’s shares are listed and PRC accounting standards formulated by requirements of the competent financial authority of the State.
164.	Article 151 The fiscal year of the Company is Gregorian calendar year, i.e., a fiscal year shall commence from January 1 and end at December 31 every year. At the end of each fiscal year, the Company shall prepare a financial report which shall be audited and verified in accordance with the laws.	Article 151 The fiscal year of the Company is Gregorian calendar year, i.e., a fiscal year shall commence from January 1 and end at December 31 every year. At the end of each fiscal year, the Company shall prepare a financial report which shall be audited and verified in accordance with the laws.
165.	Article 152 The Board of Directors of the Company shall make available before the shareholders at every annual general meeting such financial reports to be prepared by the Company in accordance with the relevant laws, administrative regulations, listing rules of the place where the Company’s shares are listed and regulatory documents promulgated by the local government and the competent authorities.	Deleted.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
166.	Article 153 The Company’s financial reports shall be maintained at the Company for shareholders’ inspection 20 days before the convening of an annual shareholders’ general meeting. Each shareholder of the Company has the right to receive a copy of the financial reports mentioned in this chapter.

Save as otherwise provided by the Articles of Association, the Company shall deliver or send by prepaid mail a copy of the reports of the Board of Directors, together with the balance sheet (including each document as prescribed by regulations to be attached to the balance sheet) and statements of profit or loss or statement of income and expenditure, or summary of the financial report to each holder of overseas listed foreign shares at least 21 days before the convening of the shareholders’ general meeting at the address recorded in the register of shareholders. Subject to the laws, administrative regulations, departmental rules, regulatory documents and the relevant requirements of the securities regulatory authorities at the place where the Company’s shares are listed, the Company may do by way of an announcement (including publication on the website of the Company and/or on newspapers). | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
167.	Article 154 The financial statements of the Company shall be prepared in accordance with not only PRC accounting standards and regulations, but also the international accounting standards or the accounting standards of the overseas listing place. If there are any material differences between the financial statements prepared in accordance with the two accounting standards, such differences shall be stated in the notes to the financial statements. The Company shall distribute the after-tax profit of the relevant fiscal year as per the less of the after-tax profits in the aforesaid two financial statements.	Deleted.
168.	Article 155 Any interim results or financial information announced or disclosed by the Company shall be prepared in accordance with PRC accounting standards and regulations as well as the international accounting standards or the accounting standards of the overseas listing place.	Deleted.
169.	Article 157 The Company shall not establish account books other than the statutory account books.	Article 153157 The Company shall not establish account books other than the statutory account books. The assets of the Company shall not be deposited in any account opened under a personal name.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
170.	/	Article 154 The Company shall, when distributing the post-tax profit of an accounting year, accrue 10% of the profit to list it in the statutory reserves of the Company. The Company may not further accrue the statutory reserves when its accumulative amount exceeds 50% of the registered capital of the Company.

When the statutory reserves of the Company fall short to offset the loss of prior years, the Company shall use the profit earned during the year to offset the loss before accruing the statutory reserves according to the previous paragraph.

After accruing the statutory reserves out of the post-tax profit, the Company may, subject to the resolution of the shareholders’ general meeting, accrue the discretionary reserve out of the post-tax profit.

The post-tax profit left after the loss recovery and accrual of the reserves shall be distributed in proportion according to the shareholding proportions of the shareholders.

If the shareholders’ general meeting breaches the preceding paragraph by distributing the profit to the shareholders before the loss recovery and accrual of the statutory reserves, the shareholders shall return to the Company the profit distributed in violation of the law.

The company shares held by the Company shall not participate in the profit distribution. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
171.	Article 158 The capital reserve of the Company shall include the following funds:

(I) the premiums obtained from the issue of shares in excess of the par value; and

(II) other revenue required by the competent financial authority under the State Council to be included in the capital reserve. | Deleted. |
| 172. | / | Article 156 The reserves of the Company are used to offset the losses of the Company, expand business scale or bolster registered capital.

The discretionary reserve fund and statutory reserve fund shall be used first to make up the Company’s losses; if the losses cannot be covered, the capital reserve fund can be used in accordance with the regulations.

When the statutory reserve is converted into registered capital, the remaining amount of such reserve shall not be less than 25% of the registered capital of the Company before the conversion. |
| 173. | / | Article 157 If the shareholders’ general meeting approves a resolution on profit distribution, the Board of Directors shall distribute profits within six months from the date of the adoption of such resolution at the shareholders’ general meeting. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
174.	Article 161 Monies paid by the Company for any shares before dunning shall have interests, but the holders of shares are not entitled to dividends announced later for the said monies.

Provided that the Company is authorized to seize dividends not claimed, the said right shall not be exercised before expiry of the applicable validity period.

The Company’s power to cease sending dividend warrants to holders of overseas listed foreign shares by post shall not be exercised until such dividend warrants had been so left uncashed on two consecutive occasions. If a dividend warrant fails to reach the expected recipient in the initial mail delivery and is returned, the Company may exercise the right promptly.

The Company shall have the right to sell the shares of the untraceable holders of overseas listed foreign shares through the methods the Board of Directors deems appropriate and subject to the following conditions:

(I) the Company has distributed dividends on such shares at least three times in a period of 12 years and the dividends are not claimed by anyone during that period; and | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(II) after the expiration of the 12-year period, the Company makes a public announcement in one or more newspapers in the place where the Company’s shares are listed, stating its intention to sell such shares and notifies the securities regulatory authorities at the place where the Company’s shares are listed.
175.	Article 162 The Company shall engage an independent accounting firm which is in compliance with relevant regulations of the State to audit its annual financial report and to review its other financial reports.

The first accounting firm of the Company may be appointed at the inauguration meeting prior to the first annual general meeting. The term of such accounting firm shall terminate upon the conclusion of the first annual general meeting.

If the inauguration meeting does not exercise the powers according to the preceding paragraph, those powers shall be exercised by the Board of Directors. | Article 159162

The Company shall engage an independent accounting firm which is in compliance with relevant regulations of the State to audit its annual financial report and to review its other financial reports.

If the inauguration meeting does not exercise the powers according to the preceding paragraph, those powers shall be exercised by the Board of Directors. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
176.	Article 164 An accounting firm employed by the Company shall have the following rights:

(I) the right to the access to the accounts books, records or vouchers of the Company and the right to require directors or senior management of the Company to provide the relevant information and explanations;

(II) 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; and

(III) the right to attend shareholders’ general meeting, to receive a notice or other information concerning any meetings which shareholders have a right to receive, and to be heard at any shareholders’ general meetings on any matter which relates to it as the accounting firm of the Company. | Article 161-164 The Company shall guarantee that the accounting evidence, accounting books, financial and accounting reports and other accounting information provided to the accounting firm it engages are true and complete and it shall not refuse or withhold any such information nor shall it provide any false information. An accounting firm employed by the Company shall have the following rights:

(II) 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; and

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
177.	Article 165 If there is a vacancy in the position of accounting firm, the Board of Directors may engage an accounting firm to fill the vacancy before the convening of the shareholders’ general meeting. Any other accounting firm which has been engaged by the Company may continue to act during the period when such a vacancy exists.	Article 162165 If there is a vacancy in the position of accounting firm, the Board of Directors may engage an accounting firm to fill the vacancy before the convening of the shareholders’ general meeting. Any other accounting firm which has been engaged by the Company may continue to act during the period when such a vacancy exists.
178.	Article 168 The Company’s engagement, dismissal or refusal of the renewal of the engagement of an accounting firm shall be decided by the shareholders’ general meeting and reported to the competent securities authority of the State Council for filing.

Where a resolution at a shareholders’ general meeting is to be passed to appoint an accounting firm other than an incumbent accounting firm to fill a vacancy, or to reappoint the accounting firm that was appointed by the Board of Directors to fill a vacancy, or to dismiss an accounting firm before the expiration of its term of office, the following provisions shall apply:

(I) The relevant appointment or dismissal proposal shall be sent (before notice of shareholders’ general meeting is given) to the accounting firm proposed to be appointed or proposed to leave its post or the accounting firm which has left its post in the relevant fiscal year (leaving includes leaving by dismissal, resignation and retirement). | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(II) If the accounting firm about to leave its post makes representations in writing and requests the Company to inform the shareholders of such representations, the Company shall (unless the written representations have been received too late) take the following measures:

in any notice of the resolution given to shareholders, state the fact of the representations for the accounting firm about to leave its post having been made; and
attach a copy of the representations to the notice and deliver it to the shareholders in the manner stipulated in the Articles of Association.

(III) If the Company fails to send out the accounting firm’s representations in the manner set out in (II) herein, such accounting firm may require that the representations be read out at the shareholders’ general meeting and make further appeal. | |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(IV) An accounting firm about to terminate service shall be entitled to attend the following meetings:

the shareholders’ general meeting at which its term of office would be expired;
the shareholders’ general meeting at which it is proposed to fill the vacancy caused by its removal;
the shareholders’ general meeting which is convened as a result of its resignation.

The leaving accounting firm shall have the right to receive all notices or other information concerning any such meetings, and to speak at any such meetings on any matter which relates to it as the former accounting firm of the Company. | |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
179.	Article 169 If the Company removes or ceases to continue to appoint the accounting firm, it is required to give prior notice to the accounting firm and the accounting firm is entitled to make representations before the shareholders in the shareholders’ general meeting. If an accounting firm resigns from its position, it shall make representations at a shareholders’ general meeting whether there has been any impropriety on the part of the Company.

An accounting firm may resign its office by depositing a written resignation notice at the registered office of the Company. Such notice shall become effective on the date of deposit at the legal address of the Company or on a later date stipulated in such notice. Such notice shall contain the following statements:

a statement to the effect that there are no circumstances in connection with its resignation which it considers should be brought to the notice of the shareholders or creditors of the Company;
a statement of any circumstances requiring an explanation. | Article 165-169 If the Company removes or ceases to continue to appoint the accounting firm, it is required to give prior notice to the accounting firm and the accounting firm is entitled to make representations before the shareholders in the shareholders’ general meeting. If an accounting firm resigns from its position, it shall make representations at a shareholders’ general meeting whether there has been any impropriety on the part of the Company.

a statement to the effect that there are no circumstances in connection with its resignation which it considers should be brought to the notice of the shareholders or creditors of the Company;
a statement of any circumstances requiring an explanation. |
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No.	Original	Revised
	The Company shall send a copy of the written notice mentioned in the preceding paragraph to relevant competent authority within 14 days after receipt of the said notice. If the notice contains a statement mentioned in 2 of the preceding paragraph, the Company shall keep a copy of the said statement in the Company for shareholders’ inspection. The Company shall also send a copy of such statement by prepaid mail to every holder of overseas listed foreign shares at the address registered in the register of members.

If the notice of resignation of an accounting firm contains a statement in respect of any circumstances requiring an explanation, it may require the Board of Directors to convene an extraordinary general meeting to receive an explanation of the circumstances in connection with its resignation. | The Company shall send a copy of the written notice mentioned in the preceding paragraph to relevant competent authority within 14 days after receipt of the said notice. If the notice contains a statement mentioned in 2 of the preceding paragraph, the Company shall keep a copy of the said statement in the Company for shareholders’ inspection. The Company shall also send a copy of such statement by prepaid mail to every holder of overseas listed foreign shares at the address registered in the register of members.

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No.	Original	Revised
180.	Article 170 The merger or division of the Company shall be proposed by the Company’s Board of Directors. After such plan has been adopted in accordance with the procedures stipulated in the Articles of Association, relevant examination and approval procedures shall be carried out according to law. Shareholders who oppose to the plan of merger or division of the Company shall be entitled to require the Company or the shareholders who agree to the plan to purchase their shares at a fair price. The resolutions approving the merger or division of the Company shall be compiled into a special document and made available for inspection by shareholders. For holders of overseas listed foreign shares, the foregoing documents shall also be served by post.	Deleted.

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No.	Original	Revised
181.	Article 171

……

…… | Article 166+7+

……

In the event of merger, the parties to the merger shall enter into a merger agreement and prepare a balance sheet and an asset list. The Company shall, within 10 days as of making the decision of merger, notify the creditors, and shall make a public announcement in a newspaper or on the National Enterprise Credit Information Publicity System within 30 days. A creditor shall be entitled, within 30 days from the date of receipt of the notice 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.

…… |

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No.	Original	Revised
182.	Article 172 If the Company is divided, its properties shall be divided accordingly.
In the event of division, the parties to the division shall enter into a division agreement and prepare a balance sheet and an asset list. The Company shall, within 10 days as of the day when the decision of division is made, notify the creditors and make a public announcement in a newspaper within 30 days.
...	Article 167+72 If the Company is divided, its properties shall be divided accordingly.
In the event of division, the parties to the division shall enter into a division agreement and prepare a balance sheet and an asset list. The Company shall, within 10 days as of the day when the decision of division is made, notify the creditors and make a public announcement in a newspaper or on the National Enterprise Credit Information Publicity System or on the National Enterprise Credit Information Publicity System within 30 days.
...
183.	Chapter 19 Dissolution and Liquidation of the Company	Deleted.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
184.	Article 174 The Company shall be dissolved and liquidated according to law in any of the following circumstances:

(I) upon expiry of term of business stipulated in the Articles of Association or occurrence of any other events causing dissolution stipulated in the Articles of Association;

(II) the shareholders’ general meeting has resolved on dissolution of the Company;

(III) merger or division of the Company entails dissolution;

(IV) where the operation and management of the Company falls into serious difficulties and its continued existence would cause material losses to shareholders, the shareholders holding above 10% of the total voting rights of the Company may apply to the people’s court to dissolve the Company if there are no other solutions;

(V) the Company is declared bankrupt according to law as it is unable to repay its debts upon maturity; and | Article 169+74 The Company shall be dissolved and liquidated according to law in any of the following circumstances:

(I) upon expiry of term of business stipulated in the Articles of Association or occurrence of any other events causing dissolution stipulated in the Articles of Association;

(II) the shareholders’ general meeting has resolved on dissolution of the Company;

(III) merger or division of the Company entails dissolution;

(IV) invalidation of business license, closure or revocation order received according to the laws;

(V) dissolution as ordered by the people’s court in accordance with Article 170 of the Articles of Association. |

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No.	Original	Revised
	(VI) if the business license of the Company is revoked or if it is ordered to close down its business or if it is canceled due to violation of laws or administrative regulations.	(IV) where the operation and management of the Company falls into serious difficulties and its continued existence would cause material losses to shareholders, the shareholders holding above 10% of the total voting rights of the Company may apply to the people’s court to dissolve the Company if there are no other solutions;

(V) the Company is declared bankrupt according to law as it is unable to repay its debts upon maturity; and

(VI) if the business license of the Company is revoked or if it is ordered to close down its business or if it is canceled due to violation of laws or administrative regulations. |
| 185. | / | Article 170 Where the Company is in serious difficulties in operations and its continual operation will lead to substantial loss to the shareholders and there is no other solution to resolve the matters, the shareholders who aggregately hold more than 10% of voting right of the Company can apply to the people’s court for dissolution of the Company. |

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No.	Original	Revised
186.	Article 175 If the Company is dissolved due to Item (I), Item (II), Item (IV) and Item (VI) in Article 174 of the Articles of Association, it shall establish a liquidation committee and commence liquidation within 15 days from occurrence of the cause of dissolution. Members of the liquidation committee shall be composed of the directors or persons as determined by the shareholders’ general meeting. If no liquidation committee is established after the said timeframe, the creditors may apply to the people’s court for appointment of relevant persons to establish a liquidation committee to commence liquidation.

If the Company is dissolved pursuant to Item (V) in Article 174 of the Articles of Association, the people’s court shall, according to the relevant laws and regulations, organise shareholders, relevant institutions and professionals to establish a liquidation committee and carry out liquidation. | Article 171-175 If the Company is dissolved due to Item (I), Item (II), Item (IV) and Item (VI) in Article 169-174 of the Articles of Association, it shall be liquidated. The directors are the liquidation obligors of the Company it and shall establish a liquidation committee and commence liquidation within 15 days from occurrence of the cause of dissolution. Members of the liquidation committee shall be composed of the directors or persons as determined by the shareholders’ general meeting. If no liquidation committee is established after the said timeframe, the creditors may apply to the people’s court for appointment of relevant persons to establish a liquidation committee to commence liquidation.

The liquidation committee shall consist of directors, and may also include such other persons as may be determined by resolution at the shareholders’ general meeting.

The liquidation obligors shall be liable for any losses incurred by the Company or its creditors as a result of their failure to perform liquidation obligations in a timely manner.

APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
187.	/	Article 172 Where the Company shall be liquidated in accordance with the provisions of first paragraph of the preceding Article, and if it fails to establish a liquidation committee to carry out liquidation after the expiry of the time limit or fails to carry out liquidation after establishing the liquidation committee, the interested parties can apply to the people’s court for appointing relevant officers to establish the liquidation committee to carry out the liquidation. The people’s court shall accept the application and promptly organize a liquidation committee to carry out liquidation.

Where the Company is dissolved in accordance with the provisions of first paragraph of item (IV) of Article 169 of the Articles of Association, the department or the company registration authority that made the decision to revoke the business license, order closure or revocation may apply to the people’s court for designating relevant persons to form a liquidation committee to carry out liquidation. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
188.	Article 176 Where the Board of Directors proposes to liquidate the Company (due to causes other than where the Company has declared that it is insolvent), it shall declare in the notice of the shareholders’ general meeting to be convened for such purpose that after making full inquiry into the affairs of the Company, the Board of Directors is of the opinion that the Company will be able to pay its debts in full within 12 months from the commencement of the liquidation.

After the shareholders’ general meeting adopts a resolution in favor of the liquidation, the functions and powers of the Board of Directors of the Company shall be terminated immediately.

The liquidation committee shall follow the instructions of the shareholders’ general meetings and shall report to the shareholders’ general meeting at least once a year on the income and expenditure of the liquidation committee, the business of the Company and the progress of the liquidation, and shall make a final report to the shareholders’ general meeting at the end of the liquidation. | Deleted. |
| 189. | Article 177 The liquidation committee shall notify the creditors within 10 days after its establishment, and make an announcement in the newspapers within 60 days.

... | Article 173+77 The liquidation committee shall notify the creditors within 10 days after its establishment, and make an announcement in the newspapers or on the National Enterprise Credit Information Publicity System within 60 days.

... |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
190.	Article 178 During liquidation, the liquidation committee shall exercise the following functions and powers:

...

(VI) to dispose of the remaining assets of the Company after the repayment of debts; and

... | Article 174178 During liquidation, the liquidation committee shall exercise the following functions and powers:

...

(VI) to dispose of allocate the remaining assets of the Company after the repayment of debts; and

... |
| 191. | Article 179 After the liquidation committee has liquidated the assets of the Company and prepared a balance sheet and an asset list, it shall formulate a liquidation proposal and submit it to the shareholders’ general meeting or the relevant competent authorities for confirmation.

... | Article 175179 After the liquidation committee has liquidated the assets of the Company and prepared a balance sheet and an asset list, it shall formulate a liquidation proposal and submit it to the shareholders’ general meeting or the relevant competent authorities for confirmation.

... |
| 192. | Article 180 In the event of the Company’s liquidation due to dissolution, upon liquidation of the Company’s assets and preparation of the balance sheet and asset list, where the liquidation committee discovers that the Company’s assets are insufficient to pay its debts in full, it shall apply to the people’s court for declaration of bankruptcy pursuant to the law.

Upon declaration of the Company’s bankruptcy pursuant to the ruling of the people’s court, the liquidation committee shall hand over the liquidation matters to the people’s court. | Article 176180 In the event of the Company’s liquidation due to dissolution, upon liquidation of the Company’s assets and preparation of the balance sheet and asset list, where the liquidation committee discovers that the Company’s assets are insufficient to pay its debts in full, it shall apply to the people’s court for declaration of bankruptcy liquidation pursuant to the law.

Once the people’s court has accepted the bankruptcy application, the liquidation committee shall transfer the liquidation affairs to the bankruptcy administrator designated by the people’s court. Upon declaration of the Company’s bankruptcy pursuant to the ruling of the people’s court, the liquidation committee shall hand over the liquidation matters to the people’s court. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
193.	Article 181 After completion of the Company’s liquidation, the liquidation committee shall prepare a liquidation report and income and expenditure statements and account books in respect of the liquidation period and, after verification of the Chinese certified public accountants, shall submit the same to the shareholders’ general meeting or the relevant competent authorities for confirmation. Within 30 days from the date of confirmation of the above-mentioned documents by the shareholders’ general meeting or the relevant competent authorities, the liquidation committee shall submit the aforesaid documents to company registration authorities and apply for deregistration and make an announcement on termination of the Company.	Article 177181 After completion of the Company’s liquidation, the liquidation committee shall prepare a liquidation report, which shall be submitted to the shareholders’ general meeting or the people’s court for ratification, and upon ratification, the liquidation committee shall submit the report to company registration authorities to apply for company deregistration, and make an announcement on termination of the Company, and income and expenditure statements and account books in respect of the liquidation period and, after verification of the Chinese certified public accountants, shall submit the same to the shareholders’ general meeting or the relevant competent authorities for confirmation. Within 30 days from the date of confirmation of the above-mentioned documents by the shareholders’ general meeting or the relevant competent authorities, the liquidation committee shall submit the aforesaid documents to company registration authorities and apply for deregistration and make an announcement on termination of the Company.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
194.	Article 187 To prove that any notice, document, information or written statement has been served on the Company by a shareholder or director, proof shall be produced that such notice, document, information or written statement has been served within the time limit specified for service and in the manner prescribed in Article 186 hereof; in the case of service by hand, a confirmation of receipt by the Company shall be provided. In the case of service by registered mail, a clear proof shall be produced that such notice, document, information or written statement has been sent by prepaid mail to the correct address.	Article 183187 To prove that any notice, document, information or written statement has been served on the Company by a shareholder or director, proof shall be produced that such notice, document, information or written statement has been served within the time limit specified for service and in the manner prescribed in Article 182186 hereof; in the case of service by hand, a confirmation of receipt by the Company shall be provided. In the case of service by registered mail, a clear proof shall be produced that such notice, document, information or written statement has been sent by prepaid mail to the correct address.
195.	Chapter 22 Dispute Resolution	Deleted.

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
196.	Article 189 The Company shall abide by the following rules for dispute resolution:

(I) If any disputes or claims in relation to the Company’s business, with respect to any rights or obligations under the Articles of Association, the Company Law or any other relevant laws, administrative regulations, and the listing rules of the place where the Company’s shares are listed, arise between shareholders of overseas listed foreign shares and the Company, between shareholders of overseas listed foreign shares and the Company’s directors, supervisors, general managers and other senior management of the Company, or between shareholders of overseas listed foreign shares and shareholders of domestic Shares, the parties concerned shall submit such disputes or claims to arbitration.

When the aforementioned disputes or claims are submitted to arbitration, such disputes or claims shall be submitted in their entirety, and all persons (being the Company, the Company’s shareholders, directors, supervisors, general managers and other senior management of the Company) that have a cause of action based on the same grounds or the persons whose participation is necessary for the resolution of such disputes or claims, shall comply with the arbitration.

Disputes with respect to the definition of shareholders and disputes concerning the register of shareholders need not be resolved by arbitration. | Deleted. |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
	(II) The applicant for arbitration may choose to be arbitrated either by the China International Economic and Trade Arbitration Commission in accordance with its arbitration rules or the Hong Kong International Arbitration Centre in accordance with its arbitration rules.

Once a claimant submits a dispute or claim to arbitration, the other party must carry out the arbitration at the arbitration institution selected by the claimant.

If an applicant opts for arbitration by the Hong Kong International Arbitration Center, either party may request for the arbitration to be conducted in Shenzhen in accordance with the securities arbitration rules of the Hong Kong International Arbitration Center.

(III) Settlement of disputes or claims set out in (I) by way of arbitration shall be governed by PRC laws save as otherwise specified by laws and administrative regulations.

(IV) The award of an arbitration tribunal shall be final and conclusive and binding on all parties. | |

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APPENDIX II COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.	Original	Revised
197.	Article 191 The meaning of the “accounting firm” mentioned in the Articles of Association is the same as that of “auditor”.	Article 186191 The meaning of the “accounting firm” mentioned in the Articles of Association is the same as that of “auditor”. The “working days” referred to herein shall be the legal working days announced by the PRC and Hong Kong governments. Where otherwise provided by laws and regulations, relevant regulatory authorities and stock exchanges of the place where the Company’s shares are listed, the provisions thereof shall prevail.
198.	Save for the above amendments, there are no substantive amendments to the Articles of Association. The non-substantial amendments include changing the Chinese expression of “general meeting” pursuant to the Company Law (the English translated version remains unchanged) as well as changing the Chinese expression of “general meeting” in headings and subheadings, adjustments to the page numbers, numbering, ordering and punctuation of the Articles of Association and other word modifications that do not affect the meaning of the articles. Since they do not involve substantial changes and the scope of the revision is relatively wide, they will not be listed item by item. Amendments to the Articles of Association are subject to the final approval of the market regulation department.

APPENDIX III

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision on whether to vote for or against the special resolution to approve the grant of the Repurchase General Mandate to the Board.

LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarized below. The Company is empowered by the Articles of Association to repurchase its own securities.

SHARE CAPITAL

As at the Latest Practicable Date, the registered share capital of the Company was RMB87,117,257 comprising 866,444,180 Domestic Shares and 527,431,924 H Shares. Subject to the passing of the proposed resolution for the grant of the Repurchase General Mandate and on the basis that no H Shares will be allotted and issued or repurchased by the Company on or prior to the date of the Annual General Meeting and the Class Meetings, the Company will be allowed under the Repurchase General Mandate to repurchase a maximum of 52,743,192 H Shares, being the maximum of 10% of the total H Shares in issue as at the date of passing the relevant resolution.

REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase General Mandate is in the interests of the Company and the Shareholders. An exercise of the Repurchase General Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders.

FUNDING OF REPURCHASES

In repurchasing its H Shares, the Company may only apply funds from the Company's internal resources legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws, rules and regulations of the PRC, including but not limited to surplus funds and undistributed profits of the Company or the proceeds of a fresh issue of Shares made for the purpose of the repurchase.

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase General Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with its position as at December 31, 2024, being disclosed in the Company's latest published audited accounts contained in the annual report for the year ended December 31, 2024. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company. The number of H Shares to be repurchased on

186 -

APPENDIX III

EXPLANATORY STATEMENT

any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then prevailing, in the best interests of the Company.

STATUS OF REPURCHASED H SHARES

The Listing Rules provide that the listing of all the H Shares repurchased by the Company shall automatically be cancelled and the relevant share certificates shall be cancelled and destroyed. Under the PRC laws, the H Shares repurchased by the Company will be cancelled and the Company's registered capital will be reduced by an amount equivalent to the aggregate nominal value of the H Shares so cancelled.

H SHARE PRICES

The highest and lowest prices at which the H Shares have traded on the Stock exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:

2024	Highest (HK$)	Lowest (HK$)
April	0.780	0.700
May	0.790	0.650
June	0.900	0.600
July	0.750	0.620
August	0.750	0.650
September	0.900	0.660
October	0.900	0.660
November	1.070	0.720
December	0.960	0.750
2025
January	1.040	0.760
February	0.970	0.700
March	1.510	0.880
April (up to the Latest Practicable Date)	1.590	1.360

DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases pursuant to the Repurchase General Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.

The Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.

APPENDIX III

EXPLANATORY STATEMENT

DISCLOSURE OF INTERESTS

None of the Directors or, to the best of their knowledge, having made all reasonable enquiries, their associates, have any present intention to sell to the Company any of the H Shares in the Company if the Repurchase General Mandate is approved at the Annual General Meeting and the Class Meetings.

As at the Latest Practicable Date, no connected person of the Company has notified the Company that he/she/it has a present intention to sell any H Shares nor has such connected person undertaken not to sell any of the securities held by him/her/it to the Company in the event that the Repurchase General Mandate is granted.

IMPLICATION UNDER THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase General Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the following substantial shareholders held interests in the Shares as follows:

| Name of Shareholder | Capacity
Nature of interest | Class of
Shares held | Number of
Shares held | Approximate percentage of shareholding as at the Latest Practicable Date | Approximate percentage of shareholding if the Repurchase General Mandate is exercised in full^{(1)} |
| --- | --- | --- | --- | --- | --- |
| Mr. Feng Lei (“Mr. Feng”) | Beneficial owner/Interest in controlled corporation/
Interest held jointly with another person^{(2)} | Domestic Shares | 551,866,025 | 39.59% | 41.15% |
| | | H Shares | 8,062,151 | 0.58% | 0.60% |
| | | Sub-total | 559,928,176 | 40.17% | 41.75% |
| Mr. Du Bing (“Mr. Du”) | Beneficial owner/Interest in controlled corporation/
Interest held jointly with another person^{(2)} | Domestic Shares | 551,866,025 | 39.59% | 41.15% |
| | | H Shares | 8,062,151 | 0.58% | 0.60% |
| | | Sub-total | 559,928,176 | 40.17% | 41.75% |

APPENDIX III

EXPLANATORY STATEMENT

| Name of Shareholder | Capacity
Nature of interest | Class of
Shares held | Number of
Shares held | Approximate
percentage of
shareholding as
at the Latest
Practicable Date | Approximate
percentage of
shareholding if
the Repurchase
General Mandate
is exercised in
full(1) |
| --- | --- | --- | --- | --- | --- |
| Shanghai Yunxin Venture
Capital Company
Limited*
(上海雲鑫創業投資有限公司)
(“Shanghai Yunxin”) | Beneficial owner | Domestic
Shares | 72,103,345 | 5.17% | 5.38% |
| | | H Shares | 116,947,759 | 8.39% | 8.72% |
| | | Sub-total | 189,051,104 | 13.56% | 14.10% |
| Ant Group Co., Ltd.
(媽媽科技集團股份有限公司) (“Ant Group”) | Interested in controlled
corporation(3) | Domestic
Shares | 72,103,345 | 5.17% | 5.38% |
| | | H Shares | 116,947,759 | 8.39% | 8.72% |
| | | Sub-total | 189,051,104 | 13.56% | 14.10% |
| Mr. Ye Sheng (葉聖) | Beneficial owner/Interest in
controlled corporation(4) | Domestic
Shares | 28,287,476 | 2.03% | 2.11% |
| | | H Shares | 45,880,764 | 3.29% | 3.42% |
| | | Sub-total | 74,168,240 | 5.32 | 5.53% |

Notes:
(1) The calculation is based on the total number of 1,341,132,911 Shares in issue assuming the Repurchase General Mandate is exercised in full.

(2) Shanghai Chuyan Enterprise Management Partnership (Limited Partnership)* (上海褚岩企業管理合夥企業(有限合夥)) (“Shanghai Chuyan”) directly holds approximately 0.93% of the issued share capital of our Company. Mr. Feng is the general partner of Shanghai Chuyan and owns 52% of the equity interests of Shanghai Chuyan. Mr. Du is the sole limited partner of Shanghai Chuyan and owns 48% of the equity interests of Shanghai Chuyan. As such, both Mr. Feng and Mr. Du are deemed under the SFO to be interested in the Shares held by Shanghai Chuyan, including 4,970,665 Domestic Share and 8,062,151 H Shares. By virtue of the concert party agreement entered into by and between Mr. Feng and Mr. Du on July 31, 2021, Mr. Feng and Mr. Du are deemed under the SFO to be interested in each other's interests in the Shares.

(3) Shanghai Yunxin is a direct wholly-owned subsidiary of Ant Group. As such, Ant Group shall be deemed under the SFO to be interested in the Shares held by Shanghai Yunxin. As at December 31, 2024, Hangzhou Junhan Equity Investment Partnership (Limited Partnership) (杭州君瀚股權投資合夥企業(有限合夥)) (“Junhan”) and Hangzhou Junao Equity Investment Partnership (Limited Partnership) * (杭州君澳股權投資合夥企業(有限合夥)) (“Junao”) held approximately 31% and 22% of Ant Group's total issued shares, respectively. Hangzhou Xingtao Enterprise Management Consultancy Co., Ltd. (杭州星滔企業管理咨詢有限公司) (“Xingtao”) is the executive partner and general partner of Junhan; Hangzhou Yunbo Investment Consultancy Co., Ltd. (杭州雲鉛投資諮詢有限公司) (“Yunbo”) is the executive partner and general partner of Junao; and each of Xingtao and Yunbo is held by five individuals as to 20% each. The remaining issued shares in Ant Group are held as to approximately 33% by Taobao (China) Software Co., Ltd. (淘寶(中國)軟件有限公司), an indirect wholly-owned subsidiary of Alibaba Holding, and as to approximately 14% by other minority shareholders.

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APPENDIX III

EXPLANATORY STATEMENT

(4) Tianjin Mingyin Enterprise Management Partnership (Limited Partnership) (天津明印企業管理合夥企業 (有限合夥)) (“Tianjin Mingyin”), Tianjin Mingtong Enterprise Management Partnership (Limited Partnership) (天津明通企業管理合夥企業 (有限合夥)) (“Tianjin Mingtong”), Tianjin Mingyun Enterprise Management Partnership (Limited Partnership) (天津明運企業管理合夥企業 (有限合夥)) (“Tianjin Mingyun”) and Tianjin Mingwei Enterprise Management Partnership (Limited Partnership) (天津明維企業管理合夥企業 (有限合夥)) (“Tianjin Mingwei”) are the employee shareholding platform of the Company. Mr. Ye Sheng (葉聖), Tianjin Mingyin, Tianjin Mingtong, Tianjin Mingyun and Tianjin Mingwei directly hold approximately 1.84%, 2.22%, 0.47%, 0.45% and 0.34% of the issued share capital of our Company. Mr. Ye Sheng is the general partner of and has full control over Tianjin Mingyin, Tianjin Mingtong, Tianjin Mingyun and Tianjin Mingwei. As such, Mr. Ye Sheng is deemed under the SFO to be interested in the Shares held by Tianjin Mingyin, Tianjin Mingtong, Tianjin Mingyun and Tianjin Mingwei.

As shown above, the Directors are not aware of any consequences which will arise under the Takeovers Code and/or any similar applicable law as a result of any repurchases to be made under the Repurchase General Mandate.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the Company would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

SECURITIES REPURCHASE MADE BY THE COMPANY

The Company had not purchased any H Shares (whether on the Stock Exchange or otherwise) during the period from the Listing Date up to the Latest Practicable Date.

For identification purpose only
190 -

NOTICE OF ANNUAL GENERAL MEETING

客

LOGORY

Logory Logistics Technology Co., Ltd.

合肥維天運通信息科技股份有限公司

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

(Stock Code: 2482)

Notice is hereby given that the Annual General Meeting of Logory Logistics Technology Co., Ltd. (the "Company") will be held at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China on Tuesday, June 10, 2025 at 2:00 p.m. for the purposes of considering and, if thought fit, passing the following resolutions. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular dated April 28, 2025 issued by the Company (the "Circular"):

ORDINARY RESOLUTIONS

To consider and approve the 2024 annual report.
To consider and approve the work report of the Board for 2024.
To consider and approve the work report of the Board of Supervisors for 2024.
To consider and approve the profit distribution plan for 2024.
To consider and approve the re-appointment of auditors for 2025 and to authorize the Board to fix their remuneration for 2025.
To consider and approve the appointment of Mr. Long Ke as an executive Director of the Company and to authorize the Board to fix his remuneration.
To consider and approve the bank credit and bank loans in 2025.
To consider and approve the provision of guarantee in favour of wholly-owned subsidiaries in 2025.
191 -

NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

For the purpose of increasing the flexibility and efficiency in operation of the Company, to give a general mandate to the Board to allot, issue and deal with additional H Shares of which the number does not exceed 20% of the number of H Shares in issue as at the date of this resolution and authorise the Board to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new share capital structure upon the allotment or issuance of shares:

THAT

(A) (a) subject to paragraph (c) below and in accordance with the relevant requirements of the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC, the exercise by the Board during the Relevant Period of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional H Shares and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorise the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate number of H Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph (a) shall not exceed 20% of each of the aggregate number of the issued H Shares in issue as at the date of passing this resolution, other than pursuant to (i) a Rights Issue or (ii) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association; and

(d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

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

(ii) the expiration of a period of 12 months from the date of passing the relevant resolution at the Annual General Meeting; or

(iii) the revocation or variation of the authority given under this resolution by a special resolution of the Company at a general meeting.

192 -

NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws, or the requirements, of any recognised regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.

(B) the Board is authorised to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new share capital structure upon the allotment or issuance of shares as provided in sub-paragraph (a) of paragraph (A) of this resolution."

To consider and approve the granting of a general mandate to the Board to repurchase H Shares, during the Relevant Period (as defined in paragraph (c) below):

"THAT:

(a) by reference to market conditions and in accordance with needs of the Company, repurchase the H Shares not exceeding 10% of the aggregate nominal amount of the H Shares in issue as at the date when this resolution is passed;

(b) the Board be authorised to (including but not limited to the following):

(i) determine detailed repurchase plan, including but not limited to repurchase price, number of shares to repurchase, timing of repurchase and period of repurchase, etc.;

(ii) open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas; and

(iii) carry out cancellation procedures for repurchased shares, reduce registered capital of the Company in order to reflect the amount of shares repurchased in accordance with the authorisation received by the Board under paragraph (a) of this special resolution and make corresponding amendments to the articles of association of the Company as it thought fit and necessary in order to reflect the reduction of the registered capital of the Company and carry out any other necessary actions and deal with any necessary matters in order to repurchase relevant shares in accordance with paragraph (a) of this special resolution.

193 -

NOTICE OF ANNUAL GENERAL MEETING

(c) For the purposes of this special resolution, “Relevant Period” means the period from the passing of this special resolution until the earliest of:

(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

(ii) the expiration of a period of 12 months from the date of passing the relevant resolution at the Annual General Meeting; or

(iii) the date on which the authority conferred to the Board set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company (the “Shareholders”) at a general meeting or by a special resolution of holders of H Shares or holders of Domestic Shares at their respective class meetings.”

To consider and approve the proposed amendments to the Articles of Association as set out in Appendix II to the Circular and to authorize the Board to handle relevant formalities including but not limited to the registration/filing of changes with the relevant authorities in respect of the amendments to the Articles of Association.

Yours faithfully,

For and on behalf of the Board

Logory Logistics Technology Co., Ltd.

FENG Lei

Chairman and Executive Director

Hefei, the People’s Republic of China

April 28, 2025

Notes:

All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy/more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at (i) the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H Shares); or (ii) the Company’s registered office, at No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China (for holders of Domestic Shares) not less than 24 hours before the time appointed for the meeting (i.e. not later than 2:00 p.m. on Monday, June 9, 2025) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

NOTICE OF ANNUAL GENERAL MEETING

For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Wednesday, June 4, 2025 to Tuesday, June 10, 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Tuesday, June 3, 2025.
Holders of Shares shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the Annual General Meeting. If corporate Shareholders appoints authorized representative to attend the Annual General Meeting, the authorized representative shall produce his/her identity documents and a notarially certified copy of the relevant authorization instrument signed by the board of directors or other authorized parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy forms signed by the Shareholders or their attorneys when attending the Annual General Meeting.
References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the Board of Directors comprises Mr. FENG Lei, Mr. DU Bing and Mr. YE Sheng as executive Directors, Mr. CHEN Zhijie and Ms. WANG Yao as non-executive Directors, and Mr. DAI Dingyi, Mr. LI Dong and Mr. LIU Xiaofeng as independent non-executive Directors.

195 -

NOTICE OF H SHAREHOLDERS' CLASS MEETING

客服

LOGORY

Logory Logistics Technology Co., Ltd.

合肥維天運通信息科技股份有限公司

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

(Stock Code: 2482)

NOTICE OF THE H SHAREHOLDERS' CLASS MEETING

Notice is hereby given that the class meeting of holders of H Shares of Logory Logistics Technology Co., Ltd. (the "Company") will be held at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China on Tuesday, June 10, 2025 at 2:30 p.m. for considering, and if thought fit, passing the following resolution. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular dated April 28, 2025 issued by the Company (the "Circular"):

SPECIAL RESOLUTIONS

To consider and approve the granting of a general mandate to the Board to repurchase H Shares, during the Relevant Period (as defined in paragraph (c) below):

"THAT:

(b) the Board be authorised to (including but not limited to the following):

(i) determine detailed repurchase plan, including but not limited to repurchase price, number of shares to repurchase, timing of repurchase and period of repurchase, etc.;

(ii) open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas; and

196 -

NOTICE OF H SHAREHOLDERS' CLASS MEETING

(c) For the purposes of this special resolution, “Relevant Period” means the period from the passing of this special resolution until the earliest of:

(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

(ii) the expiration of a period of 12 months from the date of passing the relevant resolution at the Annual General Meeting; or

To consider and approve the proposed amendments to the Articles of Association as set out in Appendix II to the Circular and to authorize the Board to handle relevant formalities including but not limited to the registration/filing of changes with the relevant authorities in respect of the amendments to the Articles of Association.

Yours faithfully,

For and on behalf of the Board

Logory Logistics Technology Co., Ltd.

FENG Lei

Chairman and Executive Director

Hefei, the People's Republic of China

April 28, 2025

Notes:

All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy/more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time appointed for the meeting (i.e. not later than 2:30 p.m. on Monday, June 9, 2025) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

NOTICE OF H SHAREHOLDERS' CLASS MEETING

For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Wednesday, June 4, 2025 to Tuesday, June 10, 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the H Shareholders' Class Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Tuesday, June 3, 2025.
Holders of H Shares shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the H Shareholders' Class Meeting. If corporate Shareholders appoints authorized representative to attend the class meeting of holders of H Shares, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy forms signed by the Shareholders or their attorneys when attending the H Shareholders' Class Meeting.
References to time and dates in this notice are to Hong Kong time and dates.

198 -

NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

客服

LOGORY

Logory Logistics Technology Co., Ltd.

合肥維天運通信息科技股份有限公司

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

(Stock Code: 2482)

NOTICE OF THE DOMESTIC SHAREHOLDERS' CLASS MEETING

Notice is hereby given that the class meeting of holders of Domestic Shares of Logory Logistics Technology Co., Ltd. (the "Company") will be held at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China on Tuesday, June 10, 2025 at 2:45 p.m. for considering, and if thought fit, passing the following resolution. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular dated April 28, 2025 issued by the Company (the "Circular"):

SPECIAL RESOLUTIONS

To consider and approve the granting of a general mandate to the Board to repurchase H Shares, during the Relevant Period (as defined in paragraph (c) below):

"THAT:

(b) the Board be authorised to (including but not limited to the following):

(i) determine detailed repurchase plan, including but not limited to repurchase price, number of shares to repurchase, timing of repurchase and period of repurchase, etc.;

(ii) open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas; and

199 -

NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

(c) For the purposes of this special resolution, “Relevant Period” means the period from the passing of this special resolution until the earliest of:

(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

(ii) the expiration of a period of 12 months from the date of passing the relevant resolution at the Annual General Meeting; or

To consider and approve the proposed amendments to the Articles of Association as set out in Appendix II to the Circular and to authorize the Board to handle relevant formalities including but not limited to the registration/filing of changes with the relevant authorities in respect of the amendments to the Articles of Association.

Yours faithfully,

For and on behalf of the Board

Logory Logistics Technology Co., Ltd.

FENG Lei

Chairman and Executive Director

Hefei, the People's Republic of China

April 28, 2025

Notes:

All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy/more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s registered office, at No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China not less than 24 hours before the time appointed for the meeting (i.e. not later than 2:45 p.m. on Monday, June 9, 2025) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Wednesday, June 4, 2025 to Tuesday, June 10, 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Domestic Shareholders' Class Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's registered office, at No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China for registration not later than 4:30 p.m. on Tuesday, June 3, 2025.
Holders of Domestic Shares shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the Domestic Shareholders' Class Meeting. If corporate Shareholders appoints authorized representative to attend the Domestic Shareholders' Class Meeting, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the board of directors or other authorised parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy forms signed by the Shareholders or their attorneys when attending the Domestic Shareholders' Class Meeting.
References to time and dates in this notice are to Hong Kong time and dates.

201 -

AI assistant

Logory Logistics Technology Co., Ltd. — Proxy Solicitation & Information Statement 2025

50618_rns_2025-04-25_e265ceba-538a-4589-b0ed-f8f334b12262.pdf

监歌

LOGORY

Logory Logistics Technology Co., Ltd.

合肥維天運通信息科技股份有限公司

DEFINITIONS

Logory Logistics Technology Co., Ltd.

合肥維天運通信息科技股份有限公司

1. INTRODUCTION

2. 2024 ANNUAL REPORT

3. WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024

4. WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2024

5. PROFIT DISTRIBUTION PLAN FOR 2024

6. PROPOSED RE-APPOINTMENT OF AUDITORS FOR 2025

7. PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

8. BANK CREDIT AND BANK LOANS IN 2025

9. PROVISION OF GUARANTEE IN FAVOUR OF WHOLLY-OWNED SUBSIDIARIES IN 2025

10. PROPOSED GRANT OF ISSUE GENERAL MANDATE

11. PROPOSED GRANT OF REPURCHASE GENERAL MANDATE

Conditions to repurchase of H Shares

12. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

13. NOTICE OF ANNUAL GENERAL MEETING

14. NOTICE OF H SHAREHOLDERS' CLASS MEETING

15. NOTICE OF DOMESTIC SHAREHOLDERS' CLASS MEETING

16. RECOMMENDATION

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

SHARE CAPITAL

REASONS FOR THE REPURCHASE

FUNDING OF REPURCHASES

STATUS OF REPURCHASED H SHARES

H SHARE PRICES

DIRECTORS' UNDERTAKING

DISCLOSURE OF INTERESTS

IMPLICATION UNDER THE TAKEOVERS CODE

SECURITIES REPURCHASE MADE BY THE COMPANY

Logory Logistics Technology Co., Ltd.

合肥維天運通信息科技股份有限公司

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

THAT

客服

LOGORY

Logory Logistics Technology Co., Ltd.

合肥維天運通信息科技股份有限公司

NOTICE OF THE H SHAREHOLDERS' CLASS MEETING

SPECIAL RESOLUTIONS

"THAT:

客服

LOGORY

Logory Logistics Technology Co., Ltd.

合肥維天運通信息科技股份有限公司

NOTICE OF THE DOMESTIC SHAREHOLDERS' CLASS MEETING

SPECIAL RESOLUTIONS

"THAT:

More from Logory Logistics Technology Co., Ltd.

Logory Logistics Technology Co., Ltd. Proxy Solicitation & Information Statement 2025