AB&B BIO-TECH CO., LTD. JS

ARTICLES OF ASOCIATION

(Aplicable upon the isuance of H Shares)

CONTENTS

CHAPTER I GENERAL PROVISIONS .1

CHAPTER I OBJECTIVES AND SCOPE OF BUSINES.2

CHAPTER I SHARES.2

SECTION 1 ISUE OF SHARES.2

SECTION 2 INCREASE, REDUCTION AND REPURCHASE OF SHARES .6

SECTION 3 TRANSFER OF SHARES .8

CHAPTER IV SHAREHOLDERS AND GENERAL METINGS .9

SECTION 1 SHAREHOLDERS.9

SECTION 2 GENERAL PROVISIONS FOR GENERAL METINGS.13

SECTION 3 CONVENING OF GENERAL METINGS .18

SECTION 4 PROPOSALS AND NOTICES OF GENERAL METINGS.19

SECTION 5 HOLDING OF GENERAL METINGS.21

SECTION 6 VOTING AND RESOLUTIONS OF GENERAL METINGS .24

CHAPTER V BOARD OF DIRECTORS .31

SECTION 1 DIRECTORS .31

SECTION 2 THE BOARD.35

CHAPTER VI GENERAL MANAGER AND OTHER

SENIOR MANAGEMENT .42

CHAPTER VI SUPERVISORY COMITE .44

SECTION 1 SUPERVISORS .44

SECTION 2 SUPERVISORY COMITE .45

CHAPTER VI FINANCIAL ACOUNTING SYSTEM,

PROFIT DISTRIBUTION AND AUDIT .47

SECTION 1 FINANCIAL ACOUNTING SYSTEM.47

SECTION 2 INTERNAL AUDIT.49

SECTION 3 APOINTMENT OF AN ACOUNTING FIRM .49

CHAPTER IX NOTICES AND ANOUNCEMENTS .50

CHAPTER X MERGER, DIVISION, CAPITAL INCREASE, CAPITAL

REDUCTION, DISOLUTION AND LIQUIDATION .51

SECTION 1 MERGER, DIVISION, CAPITAL INCREASE AND CAPITAL

REDUCTION.51

SECTION 2 DISOLUTION AND LIQUIDATION.52

CHAPTER XI AMENDMENTS TO THE ARTICLES OF ASOCIATION.54

CHAPTER XI SUPLEMENTARY PROVISIONS .55

Ab&B Bio-Tech CO., LTD. JS

Articles of Asociation

CHAPTER I GENERAL PROVISIONS

Article 1 For the purpose of safeguarding the legitimate rights and interests of Ab&B

Bio-Tech Co., Ltd. JS (hereinafter refered to as the “Company”), its shareholders and creditors,

and regulating the organization and activities of the Company, the Articles of Asociation are

formulated in acordance with the Company Law of the People’s Republic of China (hereinafter

refered to as the “Company Law”), the Securities Law of the People’s Republic of China

(hereinafter refered to as the “Securities Law”), the Guidelines for the Articles of Asociation

of Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of

Hong Kong Limited (hereinafter refered to as the “Hong Kong Listing Rules”) and other relevant

provisions.

Article 2 The Company is a joint stock company established in acordance with the

Company Law and other relevant provisions.

The Company is a joint stock company established by way of promotion and through the

overal conversion of the net bok value of asets of Ab&B Bio-Tech CO., LTD. JS (江苏中慧元

通生物科技有限公司), and was registered with the Taizhou Municipal Administration for Market

Regulation of Jiangsu Province and obtained a corporate legal person busines license with an

unified social credit code of 91321291MA1MAHDG3U.

Article 3 As filed with the China Securities Regulatory Comision (hereinafter refered to

as the “CSRC”) on [•] and aproved by The Stock Exchange of Hong Kong Limited (hereinafter

refered to as the “Hong Kong Stock Exchange”) on [•], the Company made an initial public

ofering of [•] overseas-listed foreign-invested shares (hereinafter refered to as “H Shares”)

(including [•] H Shares isued pursuant to the exercise of the ofer size adjustment option), which

were listed on the Main Board of the Hong Kong Stock Exchange on [•].

Article 4 The Chinese name of the Company: 江苏中慧元通生物科技股份有限公司; The

English name of the Company: Ab&B Bio-Tech CO., LTD. JS.

Article 5 The registered adres of the Company is No. 32, Xinglin Road, Medical

High-tech Zone, Taizhou, Jiangsu Province, PRC, under the postal code of 225316.

Article 6 The registered capital of the Company is RMB[•].

Article 7 The Company is a joint stock limited company with perpetual existence (it is a

listed company with investments from Hong Kong, Macao and Taiwan).

Article 8 The chairman of the Board of Directors shal be the Company’s legal

representative.

Where the chairman of the Board who serves as the legal representative resigns, he/she shal

be demed to have resigned as the legal representative at the same time, and the Company shal

apoint a new legal representative within thirty (30) days from the date of resignation of the legal

representative.

Article 9 The entire capital of the Company are divided into shares of equal value. The

shareholders are responsible for the Company to the extent of their subscribed Shares, and the

Company is responsible for the Company’s debts with al its asets.

Article 10 The Articles of Asociation shal, from the date on which they take efect, be

the legaly binding document that regulates the organization and activities of the Company and

the relationship of rights and obligations betwen the Company and shareholders and among the

shareholders, and shal be legaly binding on the Company, shareholders, directors, supervisors

and senior management personel. Based on the Articles of Asociation, any shareholder may file

a lawsuit against another shareholder, a director, a supervisor, the general manager, or any other

senior management personel of the Company. Any shareholder may bring a lawsuit against the

Company, and the Company may bring a lawsuit against any shareholders, directors, supervisors,

the general manager or any other senior management personel.

Article 11 For the purpose of the Articles of Asociation, other senior management

personel refer to the deputy general managers, the chief financial oficer, and the secretary to the

Board of the Company.

Article 12 The Company shal, subject to the provisions of the Constitution of the

Comunist Party of China, establish a Party organization and cary out Party-related activities.

The Company shal provide necesary conditions for the activities of the Party organization.

CHAPTER I OBJECTIVES AND SCOPE OF BUSINES

Article 13 The Company’s busines purposes are: in acordance with relevant laws and

administrative regulations, to independently cary out various busineses, to constantly improve the

Company’s management level and core competitivenes, to provide quality services for customers

of a broad base, to maximize equity interests and company value, to create god economic and

social benefits, and to promote the prosperity and development of the industry.

Article 14 As aproved by the Taizhou Municipal Administration for Market Regulation,

the Company’s scope of busines comprises: biotechnology research and development, technical

consulting, technical services, technology transfer, medical device research and development,

production and sales, drug research and development, production and wholesale, self-operation

and agency of al kinds of comodities and technologies import and export busines (excluding

those comodities and technologies that are restricted by the state for enterprises to operate or

prohibited from importing and exporting). (Busines activities subject to aproval under aplicable

laws may only be caried out upon obtaining such aproval from the competent authorities)

CHAPTER I SHARES

Section 1 Isue of Shares

Article 15 The shares of the Company shal be isued in the registered form.

The shares isued domesticaly by the Company and subscribed in Renminbi shal be refered

to as domestic shares. The shares isued overseas by the Company in acordance with the Trial

Administrative Measures of Overseas Securities Oferings and Listings by Domestic Companies

and other relevant regulations shal be refered to as foreign shares. The foreign shares listed at an

overseas stock exchange shal be refered to as overseas-listed foreign shares. Shareholders holding

domestic shares are caled domestic shares shareholders. Shareholders holding foreign shares or

overseas-listed foreign shares are caled foreign shares shareholders.

No.	Name of promoters	Number of shares subscribed for (shares)	Method of capital contribution
1	Jiangsu Tiaoyu Science and Trade Co., Ltd.	112,743,611	By conversion of net assets into shares
2	Jiangsu Jiequan Gaotejia Medical Industry Investment Fund (Limited Partnership)	29,708,884	By conversion of net assets into shares
3	Shanghai Yijiucheng Investment Co., Ltd.	26,743,364	By conversion of net assets into shares
4	Taizhou Huida Enterprise Management Consulting Service Partnership (Limited Partnership)	18,707,341	By conversion of net assets into shares
5	He Yiming	16,267,253	By conversion of net assets into shares
6	Qingdao Yingke Value Venture Capital Partnership (Limited Partnership)	12,890,009	By conversion of net assets into shares
7	HLC Healthmedical HK Limited	12,030,772	By conversion of net assets into shares
8	Taizhou Jintai Hongyi Entrepreneurship Investment Fund (Limited Partnership)	9,903,016	By conversion of net assets into shares
9	Zhuzhou National Innovation Medicine Investment Partnership (Limited Partnership)	9,645,017	By conversion of net assets into shares
10	Pingtan Wenzhou Hangshi Ruihui Investment Partnership (Limited Partnership)	8,593,339	By conversion of net assets into shares

Article 16 The isuance of shares by the Company shal be conducted in an open, fair and

equitable maner. Shares of the same clas shal rank pari pasu in al respects.

Shares isued simultaneously and within the same clas must be isued on the same

conditions and at the same price. Any subscriber shal pay the same price per share.

The Company may ofer its shares to domestic investors and overseas investors, subject to

the registration or filing with the securities regulatory authorities of the State Council.

Article 17 Al the shares isued by the Company shal be denominated in RMB, and each

share has a par value of RMB1.

Article 18 H Shares isued by the Company shal be held in custody by a nomine company

under Hong Kong Securities Clearing Company Limited.

Article 19 The names of the promoters of the Company, the number of shares subscribed

for by the promoters at the establishment of the Company, and their method of capital contribution

are as folows:

No.	Name of promoters	Number of shares subscribed for (shares)	Method of capital contribution
11	Taizhou Huirong Enterprise Management Consulting Service Partnership (Limited Partnership)	8,133,626	By conversion of net assets into shares
12	Taizhou Huilong Enterprise Management Consulting Service Partnership (Limited Partnership)	8,133,626	By conversion of net assets into shares
13	Hangzhou Sanhua Hongdao Venture Capital Partnership Enterprise (Limited Partnership)	6,586,611	By conversion of net assets into shares
14	Taizhou China Pharmaceutical City Class I New Drug R&D Investment Fund Partnership Enterprise (Limited Partnership)	6,156,342	By conversion of net assets into shares
15	Zhuzhou Sealand Guochuang Qianjin Pharmaceutical Venture Capital Partnership (Limited Partnership)	6,015,305	By conversion of net assets into shares
16	Shenzhen Songhe Jiyou No. 3 Venture Capital Partnership (Limited Partnership)	4,296,670	By conversion of net assets into shares
17	Shenzhen Sealand No. 5 Innovative Pharmaceutical Investment Partnership (Limited Partnership)	4,232,251	By conversion of net assets into shares
18	Shenzhen Co-win Yuanshui Investment Partnership (Limited Partnership)	4,137,413	By conversion of net assets into shares
19	Yangzhou Yingdan Equity Investment Partnership (Limited Partnership)	4,115,615	By conversion of net assets into shares
20	Anji Aiweidi Enterprise Management Partnership (Limited Partnership)	4,066,813	By conversion of net assets into shares
21	Guangxi Sealand Yuchai Venture Capital Partnership (Limited Partnership)	3,591,159	By conversion of net assets into shares
22	Gongqingcheng Chengshu Phase V Medical Industry Investment Partnership (Limited Partnership)	3,437,271	By conversion of net assets into shares
23	Hangzhou Fushi Investment Management Partnership (Limited Partnership)	3,345,361	By conversion of net assets into shares
24	Shenzhen Gaotejia Ruibao Investment Partnership (Limited Partnership)	3,300,951	By conversion of net assets into shares
25	Taizhou Transition and Upgrading Industrial Investment Fund (Limited Partnership)	3,078,252	By conversion of net assets into shares

No.	Name of promoters	Number of shares subscribed for (shares)	Method of capital contribution
26	Jiangsu Province Modern Service Industry Development Venture Capital Fund (Limited Partnership)	3,078,252	By conversion of net assets into shares
27	Shenzhen Dongqi Investment Development Enterprise (Limited Partnership)	3,028,149	By conversion of net assets into shares
28	Nanjing Yihui Entrepreneurship Investment Partnership Enterprise (Limited Partnership)	2,377,459	By conversion of net assets into shares
29	Yangzhou Litian New Drug Investment Partnership Enterprise (Limited Partnership)	2,352,895	By conversion of net assets into shares
30	Xinchang Yujun Shanghang Venture Capital Partnership (Limited Partnership)	2,148,091	By conversion of net assets into shares
31	Xi’an Sealand Jingheng Venture Capital Co., Ltd.	2,052,114	By conversion of net assets into shares
32	Shangshan Ruoshui (Beijing) Fund Management Co., Ltd.	2,052,114	By conversion of net assets into shares
33	Qingdao Yingke Dingxin No. 1 Venture Capital Partnership (Limited Partnership)	1,744,500	By conversion of net assets into shares
34	Pingtan Wenzhou Ruixi Investment Partnership (Limited Partnership)	1,719,449	By conversion of net assets into shares
35	Guangxi Guangtou Guohong Health Industry Fund Partnership Enterprise (Limited Partnership)	1,718,635	By conversion of net assets into shares
36	Pingtan Puxin Yingke Ruiyuan Venture Capital Partnership (Limited Partnership)	1,718,635	By conversion of net assets into shares
37	Zhuzhou Wenzhou Junzhe Venture Capital Partnership (Limited Partnership)	1,712,942	By conversion of net assets into shares
38	Yangzhou Xuantan Investment Co., Ltd.	1,626,725	By conversion of net assets into shares
39	Qingdao Qiandao Yingyue Investment Management Center (Limited Partnership)	859,399	By conversion of net assets into shares
40	Nanjing Yidao Equity Investment Partnership (Limited Partnership)	859,399	By conversion of net assets into shares
41	Zibo Yingke Growth No. 2 Venture Capital Partnership (Limited Partnership)	833,534	By conversion of net assets into shares

No.	Name of promoters	Number of shares subscribed for (shares)	Method of capital contribution
42	Shenzhen Zhiyou Pengbo Management Consulting Partnership (Limited Partnership)	257,836	By conversion of net assets into shares
Total		360,000,000	——

Article 20 Prior to the isue of H Shares, the total shares of the Company comprised of

360,000,000 shares, al of which are ordinary shares with a par value of RMB1.00 each.

The Company isued [•] H Shares, subject to aproval of the Hong Kong Stock Exchange,

to the foreign investors on [•], and folowing the implementation of the Ful Circulation program

by shareholders holding domestic unlisted shares of the Company and the isue of the H Shares by

the Company, the Company has a total of [•] shares, al of which are ordinary shares and among

which, a total of [•] shares are held by the domestic shareholders and a total of [•] shares are held

by the overseas-listed foreign shares shareholders.

Article 21 Neither the Company nor any of its subsidiaries (including its afiliated

enterprises) shal, through donation, advancement, guarante, compensation, loan or other means,

provide any financial aid to any person purchasing or intending to purchase shares of the Company,

unles the Company caries out an employe stock ownership plan.

Section 2 Increase, Reduction and Repurchase of Shares

Article 22 In light of the Company’s operational and developmental neds, the Company

may increase its capital in acordance with the laws and regulations and subject to a resolution of

the general meting, by any of the folowing methods:

;

;

;

; and

, administrative regulations, and the CSRC and the

securities regulatory authorities in the place where the Company’s shares are listed.

Any increase of the Company’s capital by isuing new shares shal, after being aproved in

acordance with the provisions of the Articles of Asociation and the securities regulatory rules

for the place where the Company’s shares are listed, be subject to the procedures prescribed in

relevant laws, regulations and normative documents of the PRC, and the securities regulatory rules

for the place where the Company’s shares are listed.

Article 23 The Company may reduce its registered capital. Any reduction of the Company’s

registered capital shal be subject to the procedures prescribed in the Company Law, the Hong

Kong Listing Rules, and other relevant regulations, as wel as the Articles of Asociation.

Article 24 The Company shal not repurchase its own shares. However, exceptions may

be made in any of the folowing cases, provided that there is no violation of laws, regulations, the

Hong Kong Listing Rules, and the Articles of Asociation:

;

;

;

(4) to acquire the shares of shareholders (upon their request) who vote against any

resolution adopted at any general metings on the merger or division of the Company;

(5) to use the shares to satisfy the conversion of those corporate bonds convertible into

shares isued by the Company; and

’s value and the interests of its shareholders as the Company

dems necesary.

The Company may purchase its own shares through public centralized trading, or through

other means permited by laws, administrative regulations, the CSRC or the securities regulatory

authorities in the place where the Company’s shares are listed.

If the Company acquires its own shares due to the circumstances specified in items (3),

, it shal be conducted through public centralized

trading.

Where the Company repurchases its own shares under any of the circumstances specified in

items (1) and (2) of the first paragraph of this article, it shal be resolved by the general meting.

Where the Company repurchases its own shares under any of the circumstances as specified

in items (3), (5) or (6) of the first paragraph of this article, a resolution shal be adopted at the

meting of the Board of Directors with the atendance of not les than two-thirds of the directors,

acording to the Articles of Asociation or the authorization of the general meting.

After the Company repurchases its own shares acording to the first paragraph of this article,

the shares repurchased shal be canceled within ten (10) days from the purchase date under the

circumstance as specified in item (1); the shares shal be transfered or canceled within six (6)

months under the circumstance as specified in items (2) or (4); and the shares held acumulatively

by the Company shal not exced 10% of the total shares of the Company in isue and be

transfered or canceled within thre (3) years under any of the circumstances as specified in items

(3), (5) or (6).

The repurchase of H Shares of the Company shal be subject to the procedures prescribed in

the securities regulatory rules in the place where the H shares are listed.

Section 3 Transfer of Shares

Article 25 Shares of the Company may be transfered in acordance with laws and

regulations.

Al transfer of H Shares shal be executed with a writen instrument of transfer in the standard

form or in other format aceptable to the Board of Directors (including the standard transfer format

or form of transfer that the Hong Kong Stock Exchange may provide from time to time); the

instrument of transfer may be signed by hand only or afixed with the company’s valid seal (if the

transferor or transfere is a company). If the transferor or transfere is a recognized clearing house

as defined in the relevant ordinances in force from time to time under the laws of Hong Kong, or

its agents, the instrument of transfer may be signed by hand or by machine imprinted signatures.

Al instruments of transfer shal be kept at the legal adres of the Company or other place

designated by the Board of Directors from time to time.

Article 26 The Company shal not acept its own shares as the subject of a pledge.

Article 27 The shares isued before the Company’s public ofering of shares shal not be

transfered within 1 year from the date on which the shares of the Company are listed and traded

on the stock exchange.

Shares of the Company held by the directors, supervisors and senior management personel

of the Company shal not be transfered within 1 year from the date on which the shares of the

Company are listed and traded on the stock exchange. The directors, supervisors and senior

management personel of the Company shal declare to the Company the shares they hold and the

changes thereof. During the term of ofice as determined when they asume the posts, the shares

transfered each year shal not exced 25% of the total shares they hold of the Company. They

shal not transfer the shares of the Company they hold within six months after they leave their

positions in the Company.

Where laws, administrative regulations, the CSRC or the securities regulatory authorities

in the place where the Company’s shares are listed have other provisions on the transfer of the

Company’s shares held by its shareholders or de facto controlers, such provisions shal prevail.

Where the shares are pledged during a statutory lock-up period as prescribed by laws and

administrative regulations, the pledge may not exercise the pledge right within such restricted

period.

Article 28 Where a director, supervisor and senior management personel of the Company,

as wel as a shareholder holding more than 5% of the shares of the Company (other than Hong

Kong Securities Clearing Company Limited and Hong Kong Securities Clearing (Nomines)

Limited), sels the Company’s shares or other securities of equity nature that he/she holds within

six months of purchase or buys again within six months of sale, the gains therefrom shal belong

to the Company, and the Board of Directors of the Company shal recover such gains. Exception

aplies where a securities company holds more than 5% of the shares due to purchase of any

remaining shares in a best eforts underwriting, or where there are any other circumstances

stipulated by the CSRC.

Shares or other securities of equity nature held by directors, supervisors, senior management

personel and natural person shareholders refered to in the preceding paragraph shal include

shares or other securities of equity nature held by their spouse, parents, child(ren), and held by

them using other’s acounts.

Where the Board of Directors of the Company fails to take action to recover such gains, the

shareholders shal have the right to demand that the Board of Directors comply within thirty (30)

days. Where the Board of Directors of the Company fails to act within the aforesaid period, the

shareholders are entitled to comence litigations in the people’s court in their own names for the

benefit of the Company.

Where the Board of Directors of the Company fails to comply with the first paragraph, the

acountable directors shal bear joint and several liability acording to the law.

CHAPTER IV SHAREHOLDERS AND GENERAL METINGS

Section 1 Shareholders

Article 29 The Company shal establish a register of members based on the certificates

provided by the securities registration authority. The register of members serves as prima facie

evidence of a shareholder holding the shares of the Company. Shareholders shal enjoy rights and

asume obligations acording to the clas of the shares they hold. Shareholders holding the same

clas of shares shal enjoy the same rights and asume the same obligations.

The Company may maintain the register of shareholders of H Shares overseas and entrust

the administration thereof to an overseas agent in acordance with the understanding and

agrement reached betwen the securities regulatory authorities of the State Council and the

overseas securities regulatory authorities. The original register of shareholders of H Shares listed

on the Hong Kong Stock Exchange shal be kept in Hong Kong. The Company shal maintain

at its domicile a copy of the register of shareholders of H Shares. The entrusted overseas agent

shal always ensure that the original and copies of the register of shareholders of H Shares are

consistent. Where the original and duplicate of the register of shareholders of H Shares are

inconsistent, the original shal prevail.

In the event of los of any share certificate held by any shareholder recorded in the register

of shareholders of H Shares or any person who requests the Company to enter his/her/its name in

the register of shareholders of H Shares, such shareholder or person may request the Company to

isue a replacement new share certificate for the shares. If a shareholder whose share certificate

of overseas listed foreign shares has ben lost requests the Company for a replacement new share

certificate, it may be dealt with in acordance with the laws, rules of stock exchange and other

aplicable regulations of the place where the original register of shareholders of overseas listed

foreign shares is maintained.

Article 30 When the Company convenes a general meting, distributes dividends,

comences liquidation, or participates in other activities requiring the identification of

shareholders, the convener of a Board meting or a general meting shal determine the record

date. Shareholders whose names apear on the register of members at the close of busines on the

record date are entitled to relevant rights and interests.

If the securities regulatory authorities in the place where the Company’s shares are listed

have provisions on the period during which the share registrar shal be closed prior to a general

meting or the record date on which the Company decides to distribute dividends, such provisions

shal prevail.

Article 31 Shareholders of the Company shal enjoy the folowing rights:

(1) to receive dividends and other distributions in proportion to the number of shares they

hold;

, convene, chair, participate in, or apoint a shareholder’s proxy to participate

in general metings and exercise the coresponding voting rights in acordance with the

law;

, present sugestions on or make sugestions or inquiries about the

operations of the Company;

, gift or pledge the shares they hold in acordance with laws, administrative

regulations, the securities regulatory rules for the place where the Company’s shares are

listed, and provisions of the Articles of Asociation;

, register of members, the register

of bondholders of the Company, minutes of general metings, resolutions of Board

metings, resolutions of the Supervisory Comite metings, and financial and

acounting reports;

, to participate in the

distribution of the remaining asets of the Company in proportion to the number of

shares held by them;

(7) in the event that shareholder(s) who objects to a resolution of the general meting

regarding the merger or division of the Company, to request the Company to repurchase

their shares;

, administrative regulations, departmental rules,

the securities regulatory rules for the place where the Company’s shares are listed, and

the Articles of Asociation.

The Hong Kong branch register of members of the Company shal be open for inspection

by the shareholders, but the Company may suspend the registration of members pursuant to

Section 632 of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) or any equivalent

provisions. That is, upon giving due notice, the register, or that part of the register relating to the

holding of any shareholder, may be closed by the Company for one or more periods, but the total

period of closure shal not exced thirty (30) days within any one year.

Article 32 When a shareholder requests to inspect or make copies of the information under

the preceding article or ask for relevant information, he/she shal present the prof of the clas

of the shares of the Company held by him/her and the number of shareholding in writing. The

Company shal provide the requested information after verifying his/her shareholding status.

Article 33 If the resolution of the general meting or the Board meting violates the laws

or administrative regulations, shareholders shal have the right to request the people’s court to

invalidate the said resolution.

Where the convening procedures and voting method of the general metings or Board

metings violate the laws, administrative regulations or the Articles of Asociation, or if the

contents of any resolution are in breach of the Articles of Asociation, shareholders shal have the

right to request the people’s court to revoke such resolution within sixty (60) days from the date on

which the resolution is aproved. However, this excludes cases where there are only minor defects

in the procedures for convening a general meting or a Board meting or in the maner of voting,

which do not have a material impact on the resolution.

Article 34 If a director or senior management personel contravenes the provisions of the

laws, administrative regulations or the Articles of Asociation when carying out his/her duties

in the Company and causing loses to the Company, any shareholder individualy or colectively

holding 1% or more of shares for more than 180 consecutive days, can request the Supervisory

Comite in writing to comence litigation in the people’s court. If the Supervisory Comite

contravenes the provisions of the laws, administrative regulations and the Articles of Asociation

when carying out its duties in the Company, causing loses to the Company, the shareholder can

request the Board in writing to comence litigation in the people’s court.

If the Supervisory Comite or the Board refuses to comence litigation after receiving

the shareholder’s writen request or fails to comence litigation within 30 days from the date of

receiving the request, or the situation is so urgent that without imediately comencing litigation

wil cause ireparable loses to the Company, the shareholders under the preceding paragraph may

comence litigation in their own names in the people’s court for the sake of the Company.

If any person infringes on the legal interests of the Company, causing loses to the Company,

the shareholders under the first paragraph of this article can comence litigation in the people’s

court in acordance with the two preceding paragraphs.

Article 35 If a director or senior management personel contravenes the provisions of the

laws, administrative regulations and the Articles of Asociation, thereby damaging the interests of

the shareholders, the shareholders may comence litigation in the people’s court.

Article 36 Shareholders of the Company shal asume the folowing obligations:

, administrative regulations, the securities regulatory rules for the

place where the Company’s shares are listed, and the Articles of Asociation;

(2) to pay share capital acording to the shares subscribed for and the method of shares

subscription;

, except for the circumstances stipulated by laws

and regulations;

’ rights to infringe upon the interests of the Company or other

shareholders; not to abuse the Company’s status as an independent legal entity or the

limited liability of shareholders to harm the interests of the Company’s creditors; and

, administrative regulations, the securities

regulatory rules for the place where the Company’s shares are listed, and the Articles of

Asociation.

Any shareholder who abuses shareholders’ rights and causes the Company or other

shareholders to sufer a los shal be liable for making compensation in acordance with the law;

any shareholder who abuses the status of the Company as an independent legal entity or the limited

liability of shareholders to evade debts and severely harm the interests of the Company’s creditors

shal asume joint and several liability for the Company’s debts.

Article 37 Where a shareholder holding 5% or more voting shares of the Company pledges

any shares in his/her posesion, he/she shal report the same to the Company in writing on the

date when such pledge is made.

Article 38 The controling shareholders and de facto controlers of the Company shal not

take advantage of their asociated relationship to damage the Company’s interests. Any los caused

to the Company as a result of such violation shal be compensated by such shareholders involved.

The controling shareholders and de facto controlers of the Company owe a duty of god

faith to the Company and the general public shareholders of the Company of the Company. The

controling shareholder shal exercise its rights as a contributor in strict compliance with the

laws, and shal not prejudice the legitimate rights and interests of the Company and the general

public shareholders of the Company by means of profit distribution, aset restructuring, external

investment, capital apropriation, loan guarante, etc., and shal not prejudice the interests of

the Company and the general public shareholders of the Company by taking advantage of its

controling position.

Where any controling shareholder or de facto controler of the Company instructs any

director or senior management personel to cary out any act damaging the interests of the

Company or the shareholders, it shal bear joint and several liability with such director or senior

management personel.

The controling shareholder or de facto controler of the Company shal not apropriate the

Company’s asets in any form.

Section 2 General Provisions for General Metings

Article 39 The general meting is the organ of authority of the Company and shal exercise

the folowing duties and powers in acordance with the law:

(1) to elect and replace directors or supervisors and to determine maters relating to the

remuneration of the directors or supervisors;

;

;

’s anual financial budget plan and final acounts

plan;

(5) to consider and aprove the profit distribution plan and los recovery plans of the

Company;

’s profit distribution

policy and long-term return plan;

;

;

, division, spin-of, disolution, liquidation or change in the

corporate form of the Company;

;

;

(12) to consider and aprove the guarante isues specified in Article 42 of the Articles of

Asociation;

(13) to consider the purchase or sale of material asets by the Company within 1 year

exceding 30% of the latest audited total asets of the Company on a consolidated basis

(the same below);

;

;

(16) to consider other maters that should be decided by the general meting as stipulated in

laws, administrative regulations, departmental rules, the securities regulatory rules for

the place where the Company’s shares are listed, or the Articles of Asociation.

The abovementioned powers of the general meting shal not be delegated to the Board of

Directors or other bodies or individuals through authorization.

Article 40 The folowing transactions conducted by the Company (except for the provision

of guarantes) shal be considered by the general meting upon the consideration by the Board:

The Company’s acquisition or disposal of asets (excluding the purchase of raw materials,

fuel and power, and the sale of products, comodities and other asets related to daily operation),

external investment (except the purchase of wealth management products of the bank), leasing

of asets as lese or lesor, and signing of management contracts (including entrusted or

trusted operation, etc.), giving or receiving asets as gift (except for simple gift of cash asets),

restructuring of claims or debts (except for simple debt relief, etc.), transfer or acquisition of

research and development projects, signing of license agrements, providing financial asistance,

waiver of rights (including waiver of premption rights, priority subscription rights, etc.) and other

transactions identified by the CSRC and the Stock Exchange, if one of the folowing criteria is met,

in adition to being considered and aproved by the Board, shal also be submited to the general

meting for consideration:

% of the latest

audited total asets of the Company, and if the total asets involved in the transaction

have both bok value and apraised value, the higher of which shal be used for

calculation;

% or more of the Company’s market capitalization;

(3) the net asets of the subject mater of the transaction (such as equity interests) for

the most recent financial year acounts for 50% or more of the Company’s market

capitalization;

(4) the operating revenue related to the subject mater of the transaction (such as equity

interests) for the most recent financial year acounts for 50% or more of the Company’s

audited operating revenue for the same period, and the absolute amount exceds RMB50

milion;

(5) the net profit in conection with the subject mater of transaction (such as equity

interests) for the most recent financial year acounts for 50% or more of the Company’s

audited net profit for the same period, and the absolute amount exceds RMB5 milion;

% or more of the Company’s

audited net profit for the most recent financial year, and the absolute amount exceds

RMB5 milion.

In case that a certain figure involved in the aforesaid indicators is of negative value, the

absolute value thereof shal be used in the calculation.

In adition to the provision of guarantes, entrusted financial management and other

maters otherwise stipulated, involving the above-mentioned subject mater, the relevant subject

transactions of the same transaction category shal be calculated acording to the principle of

cumulative calculation for 12 consecutive months to determine whether they should be reviewed

by the general meting. Those that have ben considered and aproved by the general meting

under the provisions on cumulative calculation wil no longer be included in the scope of the

above-mentioned relevant cumulative calculation.

If the Company entrusts financial management on a roling basis for 12 consecutive months,

the highest balance during the period shal be the transaction amount, and the above criteria (2)

shal be aplied for consideration.

For the above transactions, if the subject mater of the transaction is equity, an acounting

firm complying with the provisions of the Securities Law shal be engaged to audit; if the subject

mater of the transaction is a non-cash aset other than equity, it shal engage an aset evaluation

institution that complies with the provisions of the Securities Law to evaluate. The deadline date

of the audited financial report shal not exced 6 months from the use date of the audit report, and

the base date of the evaluation report shal not exced 1 year from the use date of the evaluation

report.

Where the Company purchases or sels asets and the total amount of asets involved or the

transaction amount on a cumulative basis over 12 consecutive months exceds 30% of the latest

audited total asets of the Company, it shal be submited to the general meting for resolution

which shal be aproved by more than two-thirds of the voting rights held by the shareholders

present at the meting.

The transaction value refers to the transaction amount paid and the debts and expenses

asumed, etc. If the transaction arangement involves posible future payment or receipt of

consideration, no specific amount is involved, or the amount is determined acording to set

conditions, the estimated maximum amount is the transaction value.

The market value is the arithmetic average of the closing market capitalization over the

ten (10) trading days before the transaction. If the Company executes a transaction in stages, the

foregoing provisions shal aply based on the total transaction amount.

The Company is exempt from aplying the net profit targets related to the above provisions

before making profits.

Any transaction in which the Company is unilateraly benefited, including acepting cash

donations, being released from debts, acepting guarante and financial asistance, etc., may

be exempted from deliberation procedures at the general meting under the abovementioned

provisions.

Article 41 Conected transactions of the Company shal be conducted on normal

comercial terms, or terms no more favourable than those available to independent third parties in

similar transactions. The Company shal enter into writen agrements with al conected persons

in respect of al conected transactions, which shal be concluded in acordance with the principles

of equality, voluntarines, fairnes and adequate consideration, and the terms of the agrement

shal be clear, specific, fair and reasonable and in the best interests of the Company’s shareholders

as a whole.

Article 42 Where the Company provides a guarante (refering to a guarante provided by

the Company for another person), it shal be submited to the Board meting or the general meting

for consideration and aproval.

Where the guarante item fals under any of the folowing circumstances, it shal be submited

to the general meting for consideration after being considered and aproved by the Board:

% of the latest audited net asets;

(2) the total amount of the external guarantes provided by the Company and its controled

subsidiaries exceding 50% of the latest audited net asets;

(3) any guarante to be provided to guarante recipients whose aset-to-liability ratio is

over 70%;

(4) in acordance with the principle of calculating the amount of guarantes on a cumulative

basis over 12 consecutive months, exceding 30% of the latest audited total asets;

, de facto controlers, and their related parties;

, administrative regulations, rules,

normative documents, the securities regulatory rules for the place where the Company’s

shares are listed, and the Articles of Asociation.

For guarantes within the scope of the Board’s authorization, in adition to the aproval of

more than one-half of the directors, the aproval of more than two-thirds of the directors present at

the relevant Board meting shal also be required. When a guarante mentioned in item (4) above

is considered at the general meting, it shal be aproved by more than two-thirds of the voting

rights held by the shareholders present at the meting.

Where the Company provides guarantes for any of its wholy-owned subsidiaries, or

provides guarantes for any of its controled subsidiaries and other shareholders of the controled

subsidiary provide guarantes proportionate to their shareholding, and such guarantes do not

prejudice the interests of the Company, the provisions of items (1), (2) and (3) in the second

paragraph of this article may be waived.

When the proposal for providing guarantes for any shareholder, de facto controler and

their respective related party is considered at a general meting, the shareholder or the shareholder

controled by the de facto controler shal abstain from voting, and the proposal shal be pased by

the majority of the voting rights held by other shareholders atending the general meting.

Where the Company provides guarantes for controling shareholders, de facto controlers

and their respective related parties, the controling shareholders, de facto controlers and their

respective related parties shal provide counter-guarantes.

Article 43 General metings are clasified into anual general metings and extraordinary

general metings. The anual general meting shal be convened once a year within six (6) months

from the end of the previous fiscal year.

Article 44 The Company shal convene an extraordinary general meting within two months

from the date of ocurence of any of the folowing circumstances:

(1) when the number of directors is les than the statutory minimum quorum provided for in

the Company Law or two-thirds of the number specified in the Articles of Asociation;

(2) when the uncovered loses of the Company amount to one-third or more of its total

share capital;

% or above of

the shares of the Company;

;

;

, administrative regulations, departmental rules,

normative documents, the securities regulatory rules for the place where the Company’s

shares are listed, or the Articles of Asociation.

Under any of the circumstances provided for in paragraphs (1), (2), (3) and (5) of the

preceding paragraph, if the Board fails to convene an extraordinary general meting within the

prescribed time limit, al necesary expenses incured by the Supervisory Comite or the

shareholders to convene a general meting on their own shal be borne by the Company.

Article 45 The place where the Company holds the general meting shal be the domicile of

the Company or other place specified in the notice of holding the general meting.

The general meting shal have a venue where it shal be held in the form of a meting with

a physical presence. The Company shal also provide convenience for shareholders to take part in

the general meting through the network as necesary and in acordance with laws, administrative

regulations, the securities regulatory rules for the place where the Company’s shares are listed,

or the Articles of Asociation. The shareholders who atend the general meting through the

abovementioned methods are demed to be present at the meting.

Article 46 The Company shal engage lawyers to isue legal opinions in respect of the

folowing maters when convening a general meting, and make an anouncement:

(1) whether the convening and holding procedures of the meting comply with the relevant

laws, administrative regulations and the Articles of Asociation;

(2) whether the qualifications of the atendes and the convener of the meting are lawful

and valid;

;

(4) any legal opinions isued on other maters as requested by the Company.

Section 3 Convening of General Metings

Article 47 The general meting shal be convened by the Board. The independent

non-executive directors shal have the right to propose to the Board to convene an extraordinary

general meting. The Board shal, in acordance with relevant laws, administrative regulations, the

securities regulatory rules for the place where the Company’s shares are listed, and the Articles of

Asociation, give a writen response on whether or not it agres to convene such an extraordinary

general meting within 10 days after the receipt of the proposal.

If the Board agres to convene an extraordinary general meting, it shal give a notice

convening such meting within 5 days after it has so resolved. If the Board does not agre to

convene the extraordinary general meting, it shal state the reasons and make an anouncement.

Article 48 The Supervisory Comite shal have the right to propose to the Board in

writing to convene an extraordinary general meting. The Board shal, in acordance with relevant

laws, administrative regulations, the securities regulatory rules for the place where the Company’s

shares are listed, and the Articles of Asociation, give a writen response on whether or not it

agres to convene such an extraordinary general meting within 10 days after the receipt of the

proposal.

If the Board agres to convene an extraordinary general meting, it shal give a notice

convening such meting within 5 days after it has so resolved. Any changes to be made to the

original request in the notice shal be subject to the aproval of the Supervisory Comite.

If the Board does not agre to convene an extraordinary general meting or fails to give a

response within 10 days after the receipt of the proposal, it is demed that the Board is unable to

fulfil or fails to fulfil its duty to convene a general meting and the Supervisory Comite may

convene and preside over such meting on its own.

Article 49 Shareholders that hold, individualy or colectively, 10% or more of the shares

in the Company shal have the right to request in writing the Board to convene an extraordinary

general meting. The Board shal, in acordance with relevant laws, administrative regulations, the

securities regulatory rules for the place where the Company’s shares are listed, and the Articles of

Asociation, give a writen response on whether or not it agres to convene such an extraordinary

general meting within 10 days after the receipt of the proposal.

If the Board agres to convene an extraordinary general meting, it shal give a notice

convening such meting within 5 days after it has so resolved. Any changes to be made to the

original request in the notice shal be subject to the aproval of the relevant shareholders.

If the Board does not agre to convene an extraordinary general meting or fails to give a

response within 10 days after the receipt of the proposal, the shareholders who hold, individualy

or colectively, 10% or more of the shares of the Company shal have the right to propose to the

Supervisory Comite to convene an extraordinary general meting in writing; the Supervisory

Comite shal, in acordance with laws, administrative regulations, the securities regulatory

rules for the place where the Company’s shares are listed and the Articles of Asociation, give

a writen response on whether or not it agres to convene such an extraordinary general meting

within 10 days after the receipt of the proposal.

If the Supervisory Comite agres to convene an extraordinary general meting, it shal

give a notice convening such meting within 5 days after the receipt of the proposal. Any changes

to be made to the original request in the notice shal be subject to the aproval of the relevant

Shareholders.

If the Supervisory Comite fails to give the notice of convening such meting within the

period specified hereinabove, it shal be demed to have failed to convene and preside over such

meting. The shareholders who hold, individualy or colectively, 10% or more of the shares in the

Company for 90 days or more consecutively may convene and preside over such meting on their

own.

Article 50 Where the Supervisory Comite or shareholders decide(s) to convene a

general meting on their own, they shal notify the Board in writing. Before anouncing the

resolutions of the general meting, the convening shareholders shal continue to hold no les than

10% of the shares of the Company.

Article 51 When a general meting is convened by the Supervisory Comite or by the

shareholders, the Board and the secretary to the Board shal asist. The Board shal provide the

used for any purpose other than the convening of a general meting.

Article 52 Al necesary expenses incured by the Supervisory Comite or the

shareholders to convene a general meting shal be borne by the Company.

Section 4 Proposals and Notices of General Metings

Article 53 The content of proposals shal fal within the functions and powers of the general

meting, have a clear subject for discusion and specific maters to be resolved, and comply with

relevant requirements of laws, administrative regulations, the securities regulatory rules for the

place where the Company’s shares are listed and the Articles of Asociation.

Article 54 When the Company holds a general meting, the Board, the Supervisory

Comite, or shareholders who hold, individualy or colectively, 1% or more of the shares of the

Company shal have the right to put forward proposals.

Shareholders who individualy or jointly hold 1% or more of the Company’s shares may

submit ad hoc proposals to the convener in writing ten days prior to the date of the general

meting. The convener shal isue a suplementary notice of the general meting within two

days after receiving the proposal to anounce the content of the provisional proposal, unles the

provisional proposal violates any laws, administrative regulations, the securities regulatory rules

for the place where the Company’s shares are listed or the Articles of Asociation, or fails to fal

into the scope of functions and powers of the general meting.

Except as provided by the preceding paragraph, the convener of a general meting shal

not amend any proposal set out in the notice of the general meting or ad any new proposal

subsequent to the isue of the notice of the general meting.

Article 55 Proposals that are not specified in the notice of the general meting or which do

not comply with Article 53 of the Articles of Asociation shal not be voted on and resolved at the

general meting and become resolutions.

Article 56 The convener wil notify al shareholders in writing (including anouncement)

at least twenty-one (21) days and fiften (15) days before the anual general meting and the

extraordinary general meting, respectively.

When calculating the starting period, the date of the meting shal not be included.

Article 57 A notice of a general meting shal include the folowing:

, venue and duration of the meting;

;

(3) a prominent writen statement that al shareholders are entitled to atend general meting

and are entitled to apoint in writing proxies to atend and vote at the meting and that

such proxy ned not be a shareholder of the Company;

;

;

;

, administrative regulations, departmental rules,

the securities regulatory rules for the place where the Company’s shares are listed, and

the Articles of Asociation.

The notice of the general meting and the suplementary notice shal fuly and completely

disclose al the specific contents of al proposals. If the mater to be discused neds the opinion

of independent non-executive directors, the opinions and reasons of independent non-executive

directors shal be disclosed at the same time when the notice of the general meting or

suplementary notice is isued.

Article 58 If a general meting intends to discus the election of directors or supervisors,

the notice of the general meting should disclose suficient information about the candidates for

directors and supervisors. The notice should at least include the folowing:

, work experience, and any concurent

positions held;

(2) whether there is any conected relationship with the Company or its controling

shareholders and de facto controler;

;

(4) whether he or she has ben punished by the securities regulatory authorities and other

relevant authorities and sanctioned by the stock exchange.

(5) other maters required by the Hong Kong Listing Rules.

Each candidate for director or supervisor should be separately proposed, except for directors

or supervisors elected by way of a cumulative voting system.

Article 59 After the notice of a general meting is given, it shal not be postponed or

canceled without proper reasons. Proposals specified in the notice of the general meting shal not

be canceled. Once a postponement or cancelation ocurs, the convener should publicly anounce

and give reasons at least two trading days before the date of the originaly scheduled meting.

Where the securities regulatory rules for the place where the Company’s shares are listed

have special provisions on the procedure for postponing or canceling the general meting, such

provisions shal prevail on the premise that laws, regulations, rules and relevant norms are not

violated.

Section 5 Holding of General Metings

Article 60 The Board and other conveners shal take al necesary measures to ensure that

the general meting is conducted in an orderly maner and shal take steps to prevent any act

interfering with the general meting, provoking troubles and infringing on the legal rights and

interests of the shareholders and report such acts to the relevant authorities for investigation.

Article 61 Al ordinary shareholders, or their proxies, registered on the record date shal

have the right to atend the general meting and exercise their voting rights in acordance with

relevant laws, regulations, and the Articles of Asociation.

The shareholder may atend a general meting in person or apoint a proxy (who may

not be a shareholder) to atend the general meting and cast votes on his/her behalf. Where the

shareholder is a recognised clearing house (or its agents) defined by the relevant ordinances

enacted from time to time in Hong Kong, the shareholder may authorize its company representative

or one or more persons it considers apropriate as its proxy(ies) at any general meting.

Article 62 Individual shareholders atending the meting in person shal present his/

her identity card or other valid licenses or certificates or stock acount card that can prove his/

her identity. Proxies apointed to atend the meting shal present his/her valid identification

documents and a power of atorney from the apointing shareholder.

A corporate shareholder shal be represented the meting by its legal representative (including

executive partner, similarly hereinafter) or by proxies apointed by it. If a legal representative

atends the meting, he or she shal present his/her identity document and a valid certificate

proving his/her capacity as a legal representative. Where the meting is atended by proxy, he

or she shal present his/her valid identity card and writen power of atorney isued by the legal

representative of the corporate shareholder unit in acordance with the law.

Where a shareholder is an unincorporated organization, the person in charge of the

organization or a proxy authorized by the person in charge shal atend the meting. Such person

in charge of the organization atending the meting shal present his/her personal identity card and

valid document that can prove his/her identity as the person in charge. Such proxy authorized to

atend the meting shal present his/her personal identity card and the writen authorization leter

legaly isued by the person in charge of the organization.

Where the shareholder is a recognized clearing house (or its nomine) as defined under the

Securities and Futures Ordinance or the relevant ordinances in force in Hong Kong from time to

time, the shareholder may authorize one or more persons as he/she/it dems apropriate to act on

his/her/its behalf at any general meting or any clas meting of shareholders; however, if more

than one person obtains such authorization, the writen authorization shal specify the number and

clas of shares involved by each of such persons authorized. The persons thus authorized may act

on behalf of the recognized clearing house (or agent thereof) (without presenting his/her share

certificate, notarized authorization and/or further evidence to prove that he/she is duly authorized)

and enjoy the same legitimate rights as other shareholders, including the rights to speak and vote,

as if the said persons were individual shareholders of the Company.

Article 63 Any shareholder who has the right to atend and vote at a general meting shal

have the right to apoint one or more persons (not necesarily shareholder(s) as his/her/its proxies

to atend and vote at the meting.

Any proxy statement isued by a shareholder who authorizes a proxy to atend the general

meting on his/her behalf shal include the folowing details:

;

;

, negative or abstention voting on each item for

consideration listed in the general meting agenda;

; and

, the

corporate seal shal be afixed.

The power of atorney shal indicate whether the shareholder’s proxy can vote acording to

his/her own wil if the shareholder does not give specific instructions.

Article 64 The proxy form for voting shal be deposited at the domicile of the Company or

such other place as specified in the convening notice of the meting at least 24 hours prior to the

meting at which the proxy is authorized to vote or 24 hours prior to the designated voting time.

Where the proxy form is signed by a person authorized by the apointing shareholder, the power

of atorney authorizing the person to sign or other authorization instruments shal be notarized.

The notarized power of atorney or other authorization instruments, together with the voting proxy

power of atorney, shal be lodged at the domicile of the Company or other places as specified in

the notice of the meting.

Article 65 Where the apointing shareholder is a legal person, its legal representative or

the person authorized by the resolutions of its Board of Directors or other decision-making body

shal be entitled to atend the general meting of the Company as a representative of the apointing

shareholder.

Article 66 The Company shal be responsible for preparing the meting’s register, which

shal include, among other things, the name of the atende (or institution), the valid identity

document number, the domicile, the number of shares with voting rights held or represented by the

atende, and the name of the principal (or institution).

Article 67 The convener shal jointly verify the legitimacy of the qualifications of

shareholders based on the register of shareholders provided by securities registration and clearing

institution, and record the names of shareholders and the number of voting shares held by them.

Meting registration shal be terminated before the chairman of the meting anounces the number

of shareholders and proxies physicaly present at the meting, as wel as the total number of voting

shares held.

Article 68 When a general meting is convened, al directors, supervisors and the secretary

to the Board of the Company shal atend the meting, and the general manager and other senior

management personel shal atend the meting. Subject to the securities regulatory rules for the

place where the Company’s shares are listed, the foresaid persons may atend or present at the

meting through the network, video, telephone, or other means with the same efect.

Article 69 A general meting shal be presided over by the chairman of the Board of

Directors. In the event that the chairman is incapable of performing or is not performing his/her

duties, a director nominated by a majority of the directors shal preside over the meting.

A general meting convened by the Supervisory Comite shal be presided over by

the chairman of the Supervisory Comite. In the event that the chairman of the Supervisory

Comite is incapable of performing or is not performing his/her duties, a supervisor nominated

by a majority of the supervisors shal preside over the meting.

A general meting convened by shareholders shal be presided over by a representative

nominated by the convener(s).

When a general meting is convened, where the chairman of the meting violates the rules of

procedure and makes it imposible to continue the meting, with the consent of more than half of

the shareholders present at the meting with voting rights, the general meting may elect another

person to serve as the chairman of the meting and continue the meting.

Article 70 The Company shal formulate rules of procedure for general metings,

defining in detail the convening and voting procedure of general metings, covering notification,

registration, consideration of the proposal, voting, counting of balots, an anouncement of the

voting result, formation of the resolution, meting minutes and signing thereof and anouncement,

etc., and the principle and contents of authorization of the Board by general metings should be

clear and specific. The rules of procedure for general metings shal be an apendix to the Articles

of Asociation and shal be formulated by the Board and aproved at the general metings.

Article 71 At an anual general meting, the Board and the Supervisory Comite

shal report their respective work over the past year to the general meting. Each independent

non-executive director shal also make their respective work reports.

Article 72 Except for the maters relating to busines secrets that canot be disclosed at the

general meting, directors, supervisors and senior management personel shal make explanations

and clarifications concerning the inquiries and recomendations made by the shareholders at the

general meting.

Article 73 The chairman of a meting shal anounce, before voting, the number of

shareholders and proxies physicaly present at the meting, as wel as the total number of voting

shares held. The number of shareholders and proxies physicaly present at the meting, as wel as

the total number of voting shares held, shal be based on the registration at the meting.

Article 74 Minutes shal be prepared for a general meting by the secretary to the Board.

The minutes of a meting shal record the folowing particulars:

, place, agenda and name of the convener of the meting;

, supervisors, general

managers and other senior management personel atending or present in the meting;

, the total

number of voting shares held by them and its proportion to the total number of shares of

the Company;

, main points of remarks and voting results;

, coments or sugestions by shareholders, and the replies thereto or

explanations thereof;

, counters and scrutiners of votes;

(7) other particulars that shal be recorded in the meting minutes as prescribed in the

Articles of Asociation.

Article 75 The convener shal ensure that the contents of the meting minutes are true,

acurate and complete. The directors, supervisors, the secretary to the Board, the convener or

his/her representative who atends the meting, and the chairman of the meting shal afix their

signatures on the meting minutes. The meting minutes shal be kept, together with the atendance

proxies, and the valid documentation on online or other voting, for a period of not les than ten

years.

Article 76 The convener shal ensure that a general meting is held without interuption

until a final resolution is formed. In the event that a general meting is suspended or no resolution

can be made thereat for a force majeure or any other special reasons, necesary measures shal be

taken to resume the meting as son as posible, or the meting shal be directly terminated, and

an anouncement shal be published in a timely maner.

Section 6 Voting and Resolutions of General Metings

Article 77 The resolutions of the general meting shal be divided into ordinary resolutions

and special resolutions.

An ordinary resolution may be adopted by a simple majority of the votes held by the

shareholders (including proxies of shareholders) atending the general meting.

A special resolution can be adopted by a two-thirds majority of the votes held by the

shareholders (including proxies of shareholders) atending the general meting.

Article 78 The folowing maters shal be aproved by the general meting through ordinary

resolutions:

;

(2) plans of earnings distribution and los make-up schemes drafted by the Board of

Directors;

(3) apointment or dismisal of the members of the Board of Directors and the Supervisory

Comite, and their remuneration and payment methods;

;

;

administrative regulations, normative documents, the securities regulatory rules for the

place where the Company’s shares are listed, or the Articles of Asociation.

Article 79 The folowing maters shal be aproved by special resolution at the general

meting:

, and isue any shares, warants, and

other similar securities;

, spin-of, merger, disolution and liquidation of the Company;

;

(4) the acquisition or disposal of material asets by the Company within 12 consecutive

months or the guarante amount exceds 30% of the latest audited total asets of the

Company;

;

, administrative regulations, the securities regulatory

rules for the place where the Company’s shares are listed, and the Articles of

Asociation, as wel as other maters that the general meting determines by ordinary

resolution, wil have a significant impact on the Company and ned to be pased by

special resolution.

Article 80 Shareholders (including proxies thereof) shal exercise their voting rights based

on the number of voting shares they represent. Each share is entitled to one vote. At the time of

voting, any shareholder who has two or more votes (including the proxies of such shareholders)

neds not to cast al votes for or against any resolution or to abstain from voting on such resolution

in the same way.

When considering the material maters afecting the interests of minority investors at the

general meting, the votes by minority investors shal be counted separately, and the results of

such separate vote counting shal be publicly disclosed in a timely maner.

The Company’s shares held by the Company are not entitled to any voting rights and are not

counted in the total voting shares represented by shareholders atending a general meting.

Shareholders who purchase the voting shares of the Company in violation of the provisions

of the first paragraph and the second paragraph of Article 63 of the Securities Law shal not

exercise the voting right of the shares that exced the prescribed ratio within 36 months after the

purchase, and such number shal not be counted in the total number of voting shares represented by

shareholders atending a general meting.

Where any shareholder is, under the aplicable laws, regulations, normative documents and

the Hong Kong Listing Rules, required to abstain from voting rights on any particular resolution

or restricted to vote only for or only against any particular resolution, any votes cast by such

shareholders or proxies thereof in violation of such requirement or restriction shal not be counted.

The Board, independent non-executive directors, and shareholders who hold 1% or more of

voting shares or investors protection institutes established in acordance with laws, administrative

regulations, or the provisions of the CSRC and the securities regulatory authorities in the place

where the Company’s shares are listed may solicit proxies from shareholders. Information,

including the specific voting intention, shal be fuly disclosed to the persons from whom voting

rights are being colected. Consideration or de facto consideration for soliciting shareholders’

voting rights is prohibited. Except for statutory conditions, the Company shal not impose any

minimum shareholding limitation for soliciting voting rights.

Article 81 When a conected transaction is considered at a general meting, the conected

shareholders shal refrain from voting, and the number of voting shares that they represent shal

not be counted as the total number of valid voting shares. The anouncement of resolutions at the

general meting shal fuly disclose the voting of non-conected shareholders.

When the general metings resolve maters relating to conected transactions, the conected

shareholders shal take the initiative to disclose the conected relationship and abstain from voting.

Where the shareholders do not take the initiative to disclose the conected relationship and abstain

from voting, the other shareholders may require them to do so. The convener shal investigate

whether such shareholders are conected shareholders and whether they are required to abstain

from voting in acordance with relevant regulations.

The conected shareholders who are required to abstain from voting may participate in the

discusion of the conected transactions in which they are involved, and explain and disclose

maters, such as reasons for the conected transactions, basic details of the transactions, the

fairnes and legitimacy of the transactions, to the general metings.

The chairman of the meting shal, before any proposal on conected transactions is

considered at the general meting, inform conected shareholders that they are not entitled to

vote on the proposal, and anounce the number of atending shareholders and proxies other than

conected shareholders and the total number of their voting shares.

The votes cast by any conected shareholders on conected transactions in violation of this

Article shal be invalid.

If, after the conclusion of the general meting, other shareholders find out that the conected

shareholders have participated in the voting on the conected transactions, or the shareholders

disagre on the aplicability of abstention, the shareholders shal be entitled to file a lawsuit with

the people’s courts in respect of the relevant resolutions acording to the relevant provisions of the

Articles of Asociation.

Article 82 Unles the Company is in a crisis or under other exceptional circumstances,

without the aproval of a general meting by way of a special resolution, the Company shal not

enter into any contracts with any person other than a director, the general manager and other senior

management personel to have al or a significant part of the Company’s busines in the care of

him/her.

Article 83 The list of candidates for directors and non-employe representative supervisors

shal be submited to a general meting for voting in the form of a proposal. The employe

representative supervisors shal be democraticaly elected by the employe (representative) meting

of the Company.

The candidates for directors and non-employe representative supervisors may be proposed

by the Board, the Supervisory Comite, or shareholders holding individualy or in agregate

more than 1% of the Company’s isued shares, and shal be decided by the general metings.

The Board shal provide shareholders with brief biographies and basic information about the

candidates for the roles of directors or supervisors.

A candidate for director and non-employe representative supervisor shal, before a

general meting, isue a writen undertaking in which he/she agres to acept the nomination,

undertakes that the information of the candidate disclosed by the nominator is true and complete,

and guarantes that he/she wil perform statutory duties after he/she is elected. The leter of

undertaking from a supervisor who is an employe representative shal also be submited to the

Board.

An acumulative voting system may be adopted for the election of directors and supervisors

at the general meting acording to the provisions of the Articles of Asociation or a resolution of

the general meting. When two or more directors or supervisors are elected at a general meting,

an acumulative voting system wil be adopted.

For the purpose of the preceding paragraph, the term “acumulative voting system” refers

to the fact that each share shal be entitled to the number of votes equivalent to the number of

directors or supervisors to be elected at the general meting, and each shareholder may cast al

his/her votes to a single candidate or spread his/her votes among diferent candidates. The Board

shal inform the shareholders of the brief biographies and basic information of the candidates for

directors and supervisors.

Article 84 The principles below shal be folowed for voting at a general meting under the

acumulative voting system:

(1) each voting share held by a shareholder atending the meting shal be entitled to the

number of votes equivalent to the number of directors or supervisors to be elected, being

al voting rights the shareholder is entitled to when electing directors or supervisors

which are equal to the number of the shares held by him/her multiplied by the number

of directors or supervisors to be elected;

(2) voting for independent non-executive directors and non-independent non-executive

directors shal be caried out separately. For the election of independent non-executive

directors, the number of votes each shareholder is entitled to shal be equal to the

number of shares held by the shareholder multiplied by the number of independent

non-executive directors to be elected, and such votes must be cast only for the

candidates for the role of the Company’s independent non-executive directors; for

the election of non-independent non-executive directors, the number of votes each

shareholder is entitled to shal be equal to the number of shares held by the shareholder

multiplied by the number of non-independent non-executive directors to be elected,

and such votes must be cast only for the candidates for the role of the Company’s

non-independent non-executive directors;

/her votes to one candidate for director or supervisor

or alocate his/her votes among diferent candidates for directors or supervisors,

provided that the acumulative votes cast by that shareholder shal not exced the total

number of valid voting rights he/she is entitled to;

, al the candidates for directors or supervisors shal be elected from

the candidates who received votes representing more than half of the voting shares in

descending order acording to descending order of the number of votes they received

and caped by the number of directors or supervisors to be elected;

and the candidates are elected by ranking the number of votes they received, which

gives rise to the situation that the number of elected directors or supervisors exceds the

number of directors or supervisors to be elected, these circumstances shal be dealt with

separately as folows:

1. the eligible candidates for directors or supervisors who have the same number of

votes are subject to re-election;

2. when two or more eligible candidates for directors or supervisors who rank last

have the same number of votes, other candidates for directors who rank before

they are elected, and the last two or more candidates for directors or supervisors

who have the same number of votes are subject to re-election.

For the election of the above-mentioned directors or supervisors, directors or

supervisors shal be elected in descending order of the number of votes received, and if

the number of directors or supervisors to be elected canot be reached after thre rounds

of election at the general meting, paragraph (6) of this Article shal be folowed;

(6) if the number of elected directors or supervisors is les than the number of directors

or supervisors to be elected, the candidates for directors or supervisors who received

votes representing more than half of the voting shares shal be automaticaly elected.

The remaining candidates wil then be eligible for re-election and voted on by the

general meting, subject to the above-mentioned operating rules for determining elected

directors or supervisors. If the minimum number of directors or supervisors prescribed

by law or the Articles of Asociation canot be reached after thre rounds of election

at the general meting, the original directors or supervisors shal not leave ofice and

a meting of the Board or the Supervisory Comite shal be convened within fiften

days, and the Board shal convene another extraordinary general meting and re-elect

the candidates for vacant directors or supervisors positions; the newly elected directors

or supervisors elected at the previous general meting shal remain valid, but they shal

not take ofice until the number of newly elected directors or supervisors reaches the

minimum number prescribed by law or these Articles of Asociation.

If laws, regulations, relevant normative documents and the Articles of Asociation provide

otherwise on the nomination and election of independent non-executive directors, such provisions

shal prevail.

Article 85 Save for the acumulative voting system, al proposals shal be voted item by

item at a general meting. When diferent proposals are made on the same mater, votes shal be

cast in the time sequence of the proposals presented. Unles the general meting is suspended or no

resolution can be pased for a force majeure or any other exceptional reason, the general meting

shal not postpone any proposal or refuse to vote.

Article 86 When a proposal is being considered at a general meting, no modification shal

be made to the proposal. Otherwise, the modification shal be demed a new proposal, but may not

be voted on at that general meting.

Article 87 The same voting right may be exercised only in one maner of voting: on-site

meting, online voting, or by another maner of voting. In the event that the same voting right is

repeatedly exercised, the result of the first voting shal prevail.

Article 88 Voting by registered balots shal be adopted at a general meting. The Company

shal anounce voting results in the maner prescribed by the securities regulatory rules for the

place where the Company’s shares are listed.

Article 89 Before proposals are voted at a general meting, two shareholders’

representatives shal be elected to count and scrutinize the votes. In the event that a shareholder is

conected with any mater to be considered, the shareholder and his/her proxy shal not participate

in the vote counting and scrutinization of the general meting.

When proposals are voted on at a general meting, lawyers and representatives of

shareholders, and representatives of supervisors shal be jointly responsible for counting and

scrutinizing the votes, and shal anounce the voting results on the spot, and record them in the

meting minutes.

Shareholders of the Company or their proxies voting online or in any other maner shal have

the right to check their own voting results through the coresponding voting system.

Article 90 The closing time of the on-site voting of a general meting shal not be earlier

than that of online or any other maner of voting. The chairman of the meting shal anounce the

voting and the voting results of each proposal, and anounce whether a proposal is pased based on

the voting results.

Before the voting results are oficialy anounced, the Company, vote counters, vote

scrutiners, substantial shareholders, network service providers, and other parties involved in the

on-site, online and other maner of voting of the general meting shal al be obligated to kep the

voting confidential.

Article 91 Shareholders present at a general meting shal expres one of the folowing

opinions on a proposal submited for voting: for, against or abstain, save for the circumstance

under which the securities registration and clearing institution, acting as the nomine holder

of shares under the Mainland-Hong Kong Stock Conect, makes a declaration acording to the

intentions of the actual holders.

The voters of blank balots, incorectly completed balots, ilegible balots and uncast balots

shal be demed to have waived their voting rights. The voting results of their shares shal be

counted as “abstention”.

Article 92 In the event that the chairman of the meting has any doubt about the voting

results of a resolution, he/she may arange for a recount of the votes; where the chairman fails

to recount the votes, and any shareholder or their proxies atending the meting raises any

objection to the result anounced by the chairman, he/she shal have the right to require a recount

imediately after the voting result is anounced, and the chairman shal imediately arange for a

recount.

Article 93 The resolutions of a general meting shal be anounced in a timely maner,

and the anouncement shal state the number of shareholders (and proxies thereof) atending the

meting, the total number of voting shares held by them, and their agregate proportion to the total

number of voting shares of the Company, the voting method, the voting result of each proposal and

the details of each proposal pased as wel as other information required to be disclosed under the

Hong Kong Listing Rules.

Article 94 Where a proposal is not pased, or a resolution pased at a previous general

meting is modified at the curent general meting, a special note shal be made in the

anouncement of the resolutions made at the curent general meting.

Article 95 Where a proposal on the election of directors or supervisors is pased at a

general meting, the newly apointed directors and supervisors shal asume ofice from the date

on which the resolution of the general meting is pased until the term of ofice of the curent

Board expires, unles a postponed asumption of ofice is required by the laws, regulations and the

Articles of Asociation.

Article 96 Where a proposal on the distribution of cash dividends or bonus shares or

capitalization of capital reserves is pased at a general meting, the Company shal implement a

specific plan thereon within two months upon the conclusion of the general meting.

CHAPTER V BOARD OF DIRECTORS

Section 1 Directors

Article 97 Directors of the Company shal be natural persons. Under any of the folowing

circumstances, anyone may not act as a director of the Company:

;

, bribery,

conversion of property, misapropriation of property, or sabotaging the socialist

economic order; or has ben deprived of his/her political rights as a result of a criminal

conviction and five years have not elapsed since the date on which execution of the

sentence was completed, or who has ben sentenced to probation and 2 years have not

elapsed since the date of expiration of the probation period;

, the factory chief, or the manager of an insolvent

and liquidated company or enterprise and is held personaly liable for such bankruptcy,

and thre years have not elapsed since the date when the bankruptcy and liquidation of

the company or enterprise are completed;

(4) a person who has served as the legal representative of a company or enterprise whose

busines license was revoked or which is ordered to close down due to any violation of

laws, and is held personaly liable for the revocation, and thre years have not elapsed

since the date when the revocation or closure ocurs;

, which was not paid at maturity,

resulting in such person being listed and enforced by the People’s Court as a dishonest

person;

, administrative regulations, departmental rules, or the

securities regulatory rules for the place where the Company’s shares are listed.

Where the election or apointment of any director violates the preceding paragraph, it

shal be invalidated. If the directors fal into the above situations as mentioned in the preceding

paragraphs during their term of ofice, they would be dismised by the Company.

Article 98 The directors shal be elected or replaced by the general meting, and subject

to the provisions of relevant laws and administrative regulations, may be removed by the general

meting through an ordinary resolution before the expiration of their term of ofice, provided that

such removal shal be without prejudice to any claim for damages that such director may have

under any contract. The directors serve thre-year terms, and the director can be re-elected and

reapointed at the end of the term. However, where the independent non-executive director has

served for a term of more than nine years, further apointment shal be subject to the relevant

review procedures under the Hong Kong Listing Rules.

The term of ofice of a director shal comence from the date of taking the position until

the expiry of the term of ofice of the curent sesion of the Board of Directors. A director shal

continue to perform his/her duties as a director in acordance with laws, administrative regulations,

departmental rules, the securities regulatory rules for the place where the Company’s shares are

listed, and the Articles of Asociation until a duly re-elected director takes ofice, if re-election is

not conducted in a timely maner upon the expiry of his/her term of ofice.

Without violation of relevant laws, administrative regulations and the securities regulatory

rules for the place where the Company’s shares are listed, any director apointed by the Board

of Directors to fil a casual vacancy to the Board of Directors shal hold its ofice until the first

general meting after acepting the apointment, and shal then be eligible for re-election.

A director may be concurently serve as the general manager or other senior management

personel, but the total number of directors concurently serving as general manager or other

senior management personel and directors served by employe representatives shal not exced

one-half of the total number of directors of the Company.

The Company does not have employe representative directors for the time being.

Article 99 The directors shal abide by laws, administrative regulations, the securities

regulatory rules for the place where the Company’s shares are listed, and the Articles of

Asociation, and bear the folowing faithful obligations to the Company, and take measures to

avoid the conflict betwen their own interests and those of the Company, and shal not sek

any improper interests by taking advantage of their powers. The directors of the Company are

prohibited from any acts as said in the folowing:

(1) not to take advantage of their powers to acept bribes or other ilegal income and not to

misapropriate the Company’s property;

’s funds;

/her own name or in the name of any other person for the

deposit of the Company’s asets or funds;

, in violation of the Articles of Asociation, loan the Company’s funds to any

other person or give the Company’s asets as security for the debt of any other person

without the aproval of the general meting or the Board of Directors;

(5) shal not conclude any contract or engage in any transaction with the Company either in

violation of the Articles of Asociation or without the aproval of the general meting;

(6) shal not use the advantages provided by their own positions to pursue busines

oportunities that properly belong to the Company, unles the Company canot use

the busines oportunities acording to laws, administrative regulations, the securities

regulatory rules for the place where the Company’s shares are listed, and the Articles

of Asociation; shal not engage in the same busines as the Company either for their

own acount or for the acount of any other person without the aproval of the general

meting;

(7) shal not acept comisions paid by others for transactions conducted with the

Company as their own;

;

’s interests;

, administrative regulations, departmental

rules, the securities regulatory rules for the place where the Company’s shares are

listed, and the Articles of Asociation.

The income obtained by the director in violation of this article shal belong to the Company.

If loses are caused to the Company because of such violation, such director shal be liable for

compensation.

Where any of the close relatives of the directors, or any of the enterprises directly or

indirectly controled by the directors or any of their close relatives, or any of the conected parties

who have any other conected relationship with the directors, enters into a contract or conducts a

transaction with the Company, the Item (5) of the preceding paragraph shal aply.

Article 100 The directors shal abide by laws, administrative regulations, the securities

regulatory rules for the place where the Company’s shares are listed, and the Articles of

Asociation, and bear the folowing duty of diligence to the Company. They shal, for the best

interests of the Company, exercise the reasonable care that shal be generaly posesed by a

manager:

, serious and diligent maner

to ensure that the Company’s busines activities comply with the requirements of laws,

administrative regulations and various national economic policies, and that the busines

activities do not exced the busines scope specified in the busines license;

;

’s various comercial and financial reports and kep

abreast of the Company’s busines operation and management;

’s regular reports. Ensure that the

information disclosed is true, acurate and complete;

(5) shal truthfuly provide the Supervisory Comite with relevant information and

materials, and shal not hinder the Supervisory Comite or the supervisors from

exercising their functions and powers;

, administrative regulations, departmental

rules, the securities regulatory rules for the place where the Company’s shares are

listed, and the Articles of Asociation.

Article 101 The directors shal atend Board metings in person. If a director is unable to

atend such meting, he/she may apoint another director to atend such meting on his/her behalf.

If an independent director fails to atend two consecutive Board metings in person or apoint

another director to atend on his/her behalf, the Board shal propose to the general meting to have

such director replaced.

Article 102 A director may resign before his/her tenure expires. The director to resign

shal submit to the Board of Directors a writen report in relation to his/her resignation. The Board

shal disclose the relevant information within two days. In the event that the resignation of any

director results in the number of members of the Board of the Company faling below the quorum,

or the number of independent non-executive directors fals below one-third of the members of the

Board or there is no profesional in acounting or with related financial management expertise that

mets regulatory requirements among the independent non-executive directors as a result of the

resignation of an independent non-executive director, the director shal continue to perform his/

her duties as a director in acordance with laws, administrative regulations, departmental rules, the

securities regulatory rules for the place where the Company’s shares are listed and the Articles of

Asociation until a duly re-elected director takes ofice. Other than the circumstances refered to

in the preceding paragraph, the resignation of a director shal become efective upon submision of

his/her resignation report to the Board.

Article 103 When a director’s resignation takes efect, a director is removed from ofice

or his/her term of ofice expires, he/she shal complete al handover procedures with the Board

of Directors, and his/her duty of loyalty to the Company and shareholders shal not necesarily

be released upon such resignation, removal or expiration. The directors’ obligation to kep

confidential the Company’s trade secrets (including core technologies, etc.) shal remain valid

after the expiration of his/her terms of ofice until such secrets become public information, and

shal not conduct the same or similar busines as that conducted by the Company by using the core

technologies of the Company. The duration of other obligations of a director shal be determined in

acordance with the principle of fairnes, depending on the length of time betwen the ocurence

of the event and the resignation, as wel as the circumstances and conditions under which the

relationship with the Company is terminated.

Article 104 No director shal act on his/her own behalf on behalf of the Company or the

Board of Directors without the legal authorization of the Articles of Asociation or the Board of

Directors. When a director acts on his/her own behalf, and a third party may reasonably believe

that the director acts on behalf of the Company or the Board of Directors, the director shal declare

his/her position and identity in advance.

Article 105 A director who contravenes laws, administrative regulations, departmental

rules, the securities regulatory rules for the place where the Company’s shares are listed or the

Articles of Asociation in the performance of his/her duties resulting in any los to the Company,

shal be liable to the Company for compensation.

Article 106 The isues of the independent non-executive directors are implemented in

acordance with relevant provisions of laws, administrative regulations, departmental rules, the

CSRC and the securities regulatory authorities in the place where the Company’s shares are listed.

Section 2 The Board

Article 107 The Company has established a Board of Directors, which shal be acountable

to the general meting.

Article 108 The Board of Directors is composed of nine directors, including one chairman

of the Board and thre independent non-executive directors.

Article 109 The Board of Directors shal exercise the folowing functions and powers:

;

;

’s busines plans and investment plans;

;

’s profit distribution plans and plans on making up loses;

’s registered capital,

the isuance of bonds or other securities of the Company, and the listing of shares of

the Company;

’s major acquisition, repurchase shares of the

Company, or merger, division, disolution or change of corporate form of the Company;

, acquisition and disposal of asets, pledge of

asets, external guarante, conected transactions, entrustment of financial management

and donations of the Company within the scope of authorization by the general meting;

’s borowings from banks or aplications for credit

institutions exceding in agregate 30% of the Company’s latest audited total asets

for a period of 12 consecutive months but not exceding 50% of the Company’s latest

audited total asets;

;

’s general manager, the

secretary to the Board; acording to the nomination of the general manager, to decide to

apoint or dismis the Company’s deputy general manager, financial oficer and other

senior management personel, and to decide on maters of their remuneration, rewards

and punishments;

;

;

’s disclosures;

(15) to propose to the general meting the apointment or replacement of the acounting

firm that provides audit services to the Company;

(16) to listen to the work report of the general manager of the Company and to inspect the

work of the general manager of the Company;

, administrative regulations,

departmental rules, the securities regulatory rules for the place where the Company’s

shares are listed, or the Articles of Asociation.

Maters beyond the scope of authorization of the general meting shal be submited by the

Board of Directors to the general meting for consideration.

The general meting may authorize the Board of Directors to decide to isue not more than

50% of the shares that have ben isued within thre years. However, if the capital contributions

are to be made using non-monetary property, they shal be subject to a resolution made by the

general meting. Where the Board of Directors decides to isue shares pursuant to the preceding

paragraph, and thus results in a change in the registered capital or the number of isued shares of

the Company, the voting at the general meting may not be neded to revise such item set forth in

the Articles of Asociation of the Company. Where the general meting authorizes the Board of

Directors to decide on the isuance of new shares, a resolution of the Board of Directors shal be

adopted by two-thirds of al the directors.

The Board of Directors of the Company shal establish the audit comite and shal, as

neded, establish relevant special comites such as the strategy comite, the nomination

comite, and the remuneration and apraisal comite. The special comites are acountable

to the Board of Directors and perform their duties in acordance with the Articles of Asociation

and the authorization of the Board, and proposals shal be submited to the Board for consideration

and aproval. Al members of the special comites are directors. In particular, the majority

of the members of the audit comite, the nomination comite, and the remuneration and

apraisal comite are independent directors who are also the conveners (chairmen), and the

convener (chairman) of the audit comite shal be an acounting profesional. The Board of

Directors shal be responsible for formulating the rules of procedure of the special comites to

regulate their operations. The audit comite is mainly responsible for reviewing the financial

information of the Company and its disclosure, supervising and evaluating internal and external

auditing work and internal control. The strategy comite is mainly responsible for studying

and making recomendations on the long-term development strategy and major investment

decisions of the Company. The nomination comite is mainly responsible for formulating

the criteria and procedures for the selection of directors and senior management personel, and

selecting and reviewing the candidates for directors and senior management personel and their

qualifications. The remuneration and apraisal comite is mainly responsible for formulating the

evaluation criteria for directors and senior management personel and conducting the evaluation,

and formulating and reviewing the remuneration policies and programs for directors and senior

management personel.

Article 110 The Board of Directors of the Company shal explain the general meting with

respect to any qualified audit opinions isued by a certified public acountant on the financial

statements of the Company.

Article 111 The Board of Directors shal formulate the rules of procedure of the Board

to ensure the implementation by the Board of resolutions of the general meting, improve the

eficiency of work and ensure scientific decision-making.

The rules of procedure of the Board of Directors stipulate the procedures for convening

and voting at the Board metings, and are formulated by the Board and aproved by the general

meting.

Article 112 The Board of Directors shal determine the authority of external investment,

acquisition and sale of asets, aset mortgage, external guarante maters, conected transactions,

entrusted financial management, and external donations, and establish strict review and

decision-making procedures. Major investment projects shal be reviewed by relevant experts and

profesionals and reported to the general meting for aproval.

1. Where a transaction (which has the same meaning as the “transaction” refered to in

Article 40 of the Articles of Asociation) conducted by the Company mets one of the

folowing criteria, it shal be submited to the general meting for consideration:

% of the

Company’s latest audited total asets. Where the total asets involved in the

transaction have both bok value and apraised value, whatever is higher, shal be

taken for calculation;

% of the

Company’s market value;

(3) the net asets of the subject mater of the transaction (such as equity interests)

for the most recent financial year acount for more than 10% of the Company’s

market value;

(4) the operating revenue related to the subject mater of the transaction (such as

equity interests) for the most recent financial year acounts for more than 10% of

the Company’s audited operating revenue for the same period, with an absolute

amount exceding RMB10 milion;

% of the

Company’s audited net profit for the most recent financial year, with an absolute

amount exceding RMB1 milion;

(6) the net profit in conection with the subject mater of transaction (such as equity

interests) for the most recent financial year acounts for more than 10% of the

Company’s audited net profit for the same period, with an absolute amount

exceding RMB1 milion;

If the figure involved in the above index calculation is negative, the absolute value shal

be taken for calculation.

2. Except for the guarantes that must be submited to the general meting for

consideration as stipulated in the Articles of Asociation, other guarantes of the

Company shal be aproved by the Board of Directors. When the guarantes are

considered by the Board of Directors, in adition to being required to be pased by

exceding half of al directors, they requires the aproval of more than two-thirds of

directors present at the Board meting.

3. Other maters required to be considered at the Board meting acording to laws,

regulations and relevant rules.

Maters that fal within the scope of the decision-making authority of the Board of Directors

as prescribed in the preceding paragraph, such as those required to be considered and aproved at

the general meting in acordance with laws, administrative regulations, the securities regulatory

rules for the place where the Company’s shares are listed or the Articles of Asociation, shal be

implemented in acordance with relevant provisions.

Article 113 The Board of Directors shal have one chairman, whom the Board shal elect

through a simple majority vote of al directors. The Board shal have the power to apoint vice

chairmen based on the actual situation of the Company, and the Board shal elect the vice chairman

through a majority vote of al directors.

Article 114 The chairman of the Board of Directors shal exercise the folowing duties and

powers:

, convene and preside over the Board metings;

;

(3) to sign important documents of the Board and other documents which shal be signed by

the legal representative of the Company;

;

, to

exercise special disposal rights with respect to the Company’s busines in compliance

with laws and in the interest of the Company, and to report to the Board and the general

metings of the Company thereafter;

(i) the total asets involved in the transaction acount for les than 10% of the

Company’s latest audited total asets. Where the total asets involved in the

transaction have both bok value and apraised value, whatever is higher, shal be

taken for calculation;

(i) the net asets of the subject mater of the transaction (such as equity interests)

for the most recent financial year acounts for les than 10% of the Company’s

market value;

(i) the operating revenue related to the subject mater of the transaction (such as

equity interests) for the most recent financial year acounts for les than 10% of

the Company’s audited operating revenue for the same period, or the absolute

amount does not exced RMB10 milion;

(iv) the net profit related to the subject mater of the transaction (such as equity

interests) for the most recent financial year acounts for les than 10% of the

Company’s audited net profit for the same period, or the absolute amount does not

exced RMB1 milion;

(v) the transaction amount of the transaction acounts for les than 10% of the

Company’s market value;

(vi) the profit derived from the transaction acounts for les than 10% of the

Company’s audited net profit for the most recent financial year, or the absolute

amount does not exced RMB1 milion.

In case the figure involved in the above index calculation is negative, the absolute value

thereof shal be taken for calculation.

Maters that fal within the scope of the decision-making authority of the Board of Directors

as prescribed in the preceding paragraph, such as those required to be considered and aproved

at the general meting acording to laws, administrative regulations, the securities regulatory

rules for the place where the Company’s shares are listed and the Articles of Asociation, shal be

implemented in acordance with relevant provisions.

The chairman shal not perform beyond the scope of his/her duties and powers.

The chairman shal make decisions prudently in the event of maters that may have a

significant impact on the Company’s operations when exercising powers within the scope of

his duties and powers (including authorization), and shal submit to the Board for colective

decision-making when necesary.

The chairman shal inform al directors of the implementation of the delegated maters in a

timely maner.

Article 115 Where the chairman of the Board of Directors of the Company is incapable

of performing, or is not performing his duties, a director jointly elected by more than half of the

directors shal perform his duties.

Article 116 Any discusion of the Board of Directors shal be caried out by convening

a Board meting. The Board metings include regular metings and interim metings. A regular

meting of the Board shal be convened at least twice each year and convened by the chairman of

the Board, and notice of the meting shal be given to al directors and supervisors 14 days before

the meting.

Article 117 Interim Board metings may be proposed to be convened by shareholders

representing more than 10% of the voting rights, more than one-third of the directors, more than

half of the independent non-executive directors or the Supervisory Comite. The chairman shal

convene the meting within 10 days of receiving such proposal, and preside over the interim Board

meting.

Article 118 A notice of interim Board meting shal be served in writing thre days prior to

the date of the meting; and be served at any time in email, oral form, telephone, or otherwise in

the event of emergencies.

Article 119 The notice of a meting of the Board of Directors shal be delivered by hand,

post, email, facsimile, or otherwise.

Where an interim Board meting neds to be convened in an emergency, the notice of the

meting may be sent by telephone or by verbal or other means at any time, but the convener shal

make explanations at the meting.

The notice of a meting of the Board shal include the folowing:

;

;

;

(4) date of serving the notice.

Article 120 Metings of the Board of Directors shal be held only if more than half of the

directors are present. Except otherwise specified in the Articles of Asociation, resolutions of the

Board shal be pased by more than half of al directors.

Each director shal have one vote for a resolution to be aproved by the Board.

Article 121 If a director is conected to the enterprise or individual involved in a resolution

to be made at a Board meting, the director shal promptly report in writing to the Board of

Directors. Directors with conected relationships shal not vote on the aforesaid resolution, or vote

on behalf of other directors. The aforesaid Board meting may be held with the atendance of over

half of the non-conected directors. Resolutions made by the Board meting shal be adopted by

over half of non-conected directors. If the number of non-conected directors atending the Board

meting is below thre, the mater shal be submited to the general meting for consideration.

Article 122 The resolutions of the Board of Directors shal be voted in writen form unles

more than half of the atending directors agre to vote by a show of hands.

On the premise of ensuring that directors can fuly expres their opinions, an interim meting

of the Board of Directors may be held in writing (including delivering meting materials by hand,

by post, by fax, by email, etc.), or in the form of a teleconference or video conference (or with the

help of similar comunication equipment) instead of holding an on-site meting. The secretary

to the Board shal prepare the Board resolution after the meting and submit it to the atending

directors for signature.

Where a Board meting is held in the form of a teleconference or video conference, it shal

ensure that al atending directors can clearly hear the speches by other directors and comunicate

with each other.

Should any director be unable to sign the Board minutes at such a meting in a timely

maner, such director shal vote oraly and sign the writen resolution as son as posible. The

director’s oral vote shal have the same efect as signing the writen resolution, provided that the

later writen resolution confirms the oral vote during the meting. Should the writen resolution

difer from the oral vote, the oral vote shal prevail.

If a Board meting is convened by means of adopting writen resolutions, which means the

proposals are served, separately or in sequence, to the directors for their review and resolution,

the directors or other directors entrusted by them shal state clearly their afirmative or negative

opinions on the resolution clearly. Once the number of directors who sign in favor of a resolution

reaches the quorum as required by the Articles of Asociation, the resolution shal be demed

adopted.

Any regular meting of the Board of Directors shal not be convened by means of adopting

writen resolutions.

Article 123 Directors shal atend Board metings in person. If a director is unable to

atend for any reason, he/she may apoint another director to atend the meting on his/her behalf

by a writen power of atorney specifying the name of the proxy, isues under authorization, scope

of authorization and valid period, which wil be signed or afixed with a seal by the apointing

director. A director apointed as a proxy for another director to atend the meting shal exercise

the rights of a director within the scope of authority confered by the apointing director. Where

a director is unable to atend the Board meting and has not apointed a representative to atend

the meting on his/her behalf, he/she shal be demed to have waived his/her right to vote at the

meting.

Article 124 The Board of Directors shal kep minutes of resolutions pased at Board

metings. The minutes shal be signed by the atending directors and the secretary to the Board. A

director is entitled to request for some descriptive record to be made concerning his/her spech at

the meting.

The minutes of Board metings shal be kept as archives of the Company for at least ten

years.

Article 125 The minutes of the metings of the Board of Directors shal include the

folowing:

;

(2) names of the atending directors and names of the directors (proxies) apointed by

others to atend the Board meting;

;

’ speches;

(5) method and result of the voting for each proposal (the voting result should specify the

number of votes for and against the proposal and abstained);

(6) other maters that the atending directors consider necesary.

Article 126 The directors shal bear liability for the resolutions of the Board of Directors.

Provided a resolution of the Board of Directors violates laws, administrative regulations, the

securities regulatory rules for the place where the Company’s shares are listed or the Articles of

Asociation or resolutions of the general meting, thereby causing serious loses to the Company,

the directors who take part in the resolution shal be liable to the Company for damages. However,

provided a director can prove that he/she has expresed his/her oposition to such resolution when

it is put to the vote, and that such oposition has ben recorded in the minutes of the meting, the

director may be relieved from such liability.

If the Board makes a resolution on external guarantes in violation of the provisions of the

Articles of Asociation on the aproval authority or the review procedures for external guarantes,

the Supervisory Comite shal propose that the general meting should replace those directors

who have voted in favor of the relevant resolution at the Board meting; and if the Company

has sufered any loses arising therefrom, the directors who have voted in favor of the relevant

resolution at the Board meting shal be jointly and severaly liable for compensation to the

Company.

CHAPTER VI GENERAL MANAGER AND OTHER SENIOR MANAGEMENT

Article 127 The Company shal have one general manager, who shal be apointed or

dismised by the Board.

The Company shal have several deputy general managers, who shal be apointed or

dismised by the Board.

The general manager, deputy general manager, chief financial oficer and secretary to

the Board of the Company are senior management of the Company, who shal be apointed or

dismised by the Board.

Article 128 The circumstances in which a person may not act as a director as set forth in

Article 97 hereof shal also aply to senior management.

The provisions of Article 99 and Article 100 hereof on obligations of the fiduciary and

diligence of directors shal also aply to senior management.

Article 129 Persons who hold posts other than directors and supervisors in the controling

shareholder and any entity of the de facto controler of the Company shal not serve as senior

management of the Company. The senior management of the Company shal receive remuneration

from the Company, and no remuneration shal be paid by the controling shareholder on behalf of

the Company.

Article 130 The general manager shal serve for a term of 3 years and may serve

consecutive terms if re-apointed.

Article 131 The general manager shal report to the Board and exercise the folowing duties

and powers:

, operation and management of the Company, organize

the implementation of the resolutions of the Board, and report his/her work to the

Board;

(2) to organize the implementation of anual operation plans and investment schemes of the

Company;

(3) to draft the plans for the establishment of the internal management organization of the

Company;

;

;

chief financial oficer and other senior management of the Company;

(7) to decide on the apointment or dismisal of responsible management personel other

than those who should be apointed or dismised by the Board;

, including but not

limited to contracts, agrements, documents submited to government authorities and

others;

, benefits, rewards and penalty for the staf of the Company;

(10) other duties and powers as confered by the Articles of Asociation or by the Board.

The general manager of the Company shal atend the Board metings as observers.

Article 132 The general manager shal formulate the working rules of the general manager,

which shal be implemented upon aproval by the Board.

Article 133 The working rules of the general manager include the folowing:

’s meting, and its

participants;

(2) the specific duties and division of responsibilities of the general manager and other

senior management personel;

, authority to enter into material contracts

and systems for reporting to the Board and the Supervisory Comite;

(4) other maters as demed necesary by the Board.

Article 134 The general manager may resign before the expiration of his/her term of ofice.

The specific procedures and methods for the resignation of the general manager shal be set out in

the service contract entered into betwen him/her and the Company.

Article 135 The deputy general manager and the chief financial oficer of the Company

shal be nominated by the general manager and apointed or dismised by the Board.

The deputy general manager and the chief financial oficer shal act as the asistants of the

general manager, and be responsible for the work in their charge acording to the instructions of

the general manager, and shal be acountable to the general manager, signing and isuing relevant

busines documents within the scope of their duties.

Where the general manager is unable to perform his/her duties and powers, the deputy general

managers may exercise the duties and powers of the general manager on behalf of the general

manager acording to the authorization of the Board or the general manager.

Article 136 The Company shal have a secretary to the Board, who is responsible for

preparing for general metings and Board metings of the Company, maintaining documents and

managing shareholders information of the Company, as wel as handling information disclosure

maters.

The secretary to the Board of the Company shal comply with the laws, administrative

regulations, departmental rules and the relevant provisions of the Articles of Asociation.

Article 137 If the senior management violates laws, administrative regulations,

departmental rules, the securities regulatory rules for the place where the Company’s shares are

listed, or the relevant provisions of the Articles of Asociation when performing their duties in the

Company, they shal be liable for compensation for any los caused to the Company.

Article 138 The senior management of the Company shal perform their duties faithfuly

and safeguard the best interests of the Company and al shareholders. If the senior management

of the Company fail to perform their duties faithfuly or violate their integrity obligation,

causing damage to the interests of the Company and public shareholders, they shal be liable for

compensation in acordance with the law.

CHAPTER VI SUPERVISORY COMITE

Section 1 Supervisors

Article 139 The circumstances in which a person may not act as a director as set forth in

Article 97 hereof shal also aply to supervisors.

The provisions of Article 99 and Article 100 hereof on the obligations of the fiduciary and

diligence of directors shal also aply to supervisors.

The general manager and other senior management shal not concurently serve as

supervisors.

Article 140 Supervisors shal comply with laws, administrative regulations, the

securities regulatory rules for the place where the Company’s shares are listed, and the Articles

of Asociation, bear the obligations of fiduciary and diligence to the Company, and shal not

take bribes or other ilegal income by taking advantage of their powers, nor misapropriate the

Company’s property.

Article 141 A supervisor shal serve for a term of 3 years and may serve consecutive terms

if re-elected upon expiry of the term.

Article 142 Where re-election fails to be caried out in a timely maner upon the expiry

of the term of ofice of a supervisor, or in the event that the resignation of the staf representative

supervisor during his/her term of ofice results in the number of members of the number of

employe representative supervisors faling below one-third of the members of the Supervisory

Comite, or if the resignation of the supervisor results in the number of members of the

Supervisory Comite faling below the statutory minimum requirement, such supervisor

shal continue to perform his/her duties as a supervisor in acordance with laws, administrative

regulations, the securities regulatory rules for the place where the Company’s shares are listed, and

the Articles of Asociation until the newly elected supervisor asumes the ofice.

Article 143 Supervisors shal ensure that the information disclosed by the Company is true,

acurate and complete, and shal sign a writen confirmation for the periodic reports.

Article 144 Supervisors shal atend the Board metings as observers and may raise queries

or proposals regarding maters resolved at such metings.

Article 145 Supervisors shal not prejudice the interests of the Company by means of

their conected relationship, or they shal be liable for compensation for any los caused to the

Company.

Article 146 If supervisors violate the relevant provisions of laws, administrative

regulations, departmental rules, the securities regulatory rules for the place where the Company’s

shares are listed, or the Articles of Asociation when performing their duties in the Company, they

shal be liable for compensation for any los caused to the Company.

Section 2 Supervisory Comite

Article 147 The Company shal have a Supervisory Comite.

The Supervisory Comite shal consist of thre supervisors. It shal have one chairperson,

who shal be elected by more than half of al the supervisors. The chairperson of the Supervisory

Comite shal convene and preside over the metings of the Supervisory Comite. Where the

chairperson of the Supervisory Comite is unable or fails to perform his/her duties, the metings

of the Supervisory Comite shal be convened or presided over by a supervisor jointly elected

by more than half of the supervisors.

The Supervisory Comite shal have two shareholder representatives and one employe

representative of the Company. The employe representative of the Supervisory Comite shal

be elected at the employe representative meting, employe meting, or otherwise democraticaly.

Article 148 The Supervisory Comite shal exercise the folowing duties and powers:

(1) to review the periodic reports of the Company prepared by the Board and isue writen

opinion;

;

(3) to monitor the performance of duties in the Company by directors and senior

management and propose dismisal of directors and senior management who have

violated laws, administrative regulations, the securities regulatory rules for the place

where the Company’s shares are listed, the Articles of Asociation or the resolutions of

general metings;

(4) to require directors and senior management to make corections if their conduct has

damaged the interests of the Company;

, in the event that the

Board fails to fulfil the obligations to convene and preside over the general metings in

acordance with the Company Law, to convene and preside over the general metings;

;

(7) to file lawsuits against directors and senior management in acordance with the

provisions of Article 189 of the Company Law;

’s operations is detected, investigations may be

conducted, and if necesary, profesional institutions such as acounting firms and law

firms may be engaged to asist in their work at the expense of the Company;

(9) other duties and powers confered by the Articles of Asociation or the general

metings.

Article 149 The metings of the Supervisory Comite shal be held at least once every 6

months. A notice of meting shal be served to al supervisors 10 days prior to the holding of such

meting.

Extraordinary metings of the Supervisory Comite may be convened upon the request of

any supervisors. Writen notice of an extraordinary meting of the Supervisory Comite shal be

given 3 days prior to the meting; however, in the event of an emergency, notice of a meting may

be given by email, oraly, by telephone, and other means at any time.

The resolutions of the Supervisory Comite shal be voted in writing, and each supervisor

shal have one vote. The resolutions of the Supervisory Comite shal be pased by a vote of

more than half of the members of the Supervisory Comite.

Article 150 The Supervisory Comite shal formulate the rules of procedure of the

Supervisory Comite and specify the means of discusions and the voting procedures of

the Supervisory Comite to ensure the eficiency of the Supervisory Comite’s work and

scientific decision-making.

The rules of procedure of the Supervisory Comite stipulate the procedures for convening

and voting at the metings of the Supervisory Comite, and shal be prepared by the Supervisory

Comite and be aproved by the general meting.

Article 151 The Supervisory Comite shal kep minutes of resolutions pased at the

metings of the Supervisory Comite. The minutes shal be signed by the atending supervisors.

A supervisor is entitled to request for some descriptive record to be made concerning his/her

spech at the meting. The minutes of the Supervisory Comite shal be kept as archives of the

Company for a period of not les than ten years.

Article 152 The notice of a meting of the Supervisory Comite shal include the

folowing:

, place and duration of the meting;

;

(3) date of serving the notice.

CHAPTER VI FINANCIAL ACOUNTING

SYSTEM, PROFIT DISTRIBUTION AND AUDIT

Section 1 Financial Acounting System

Article 153 The Company shal formulate its financial acounting system in acordance

with laws, administrative regulations, the securities regulatory rules for the place where the

Company’s shares are listed, and the requirements of relevant departments of the state.

Article 154 At the end of each financial year, the Company shal prepare a financial report

that shal be audited in compliance with the laws.

The Company shal file, disclose and/or submit anual reports, interim reports and other

documents to the shareholders in acordance with the laws, regulations of the place where the

Company is listed, and the securities regulatory rules for the place where the Company’s shares are

listed, and other normative documents.

Article 155 The Company shal not kep acounts other than those provided by law. Any

asets of the Company shal not be kept under any acount opened in the name of any individual.

Article 156 When distributing after-tax profits of the year, the Company shal set aside

10% of its after-tax profits for the Company’s statutory reserve fund. When the agregate balance

in the statutory reserve fund has reached 50% or more of the Company’s registered capital, the

Company neds not to make any further alocations to that fund.

Where the Company’s statutory reserve fund is not enough to make up loses of the Company

for the preceding years, the curent year’s profits shal be aplied first to make up the loses before

being alocated to the statutory reserve fund in acordance with the preceding provisions.

Subject to a resolution pased at a general meting, after alocation has ben made to the

Company’s statutory reserve fund from its after-tax profits, the Company may set aside funds for

the discretionary reserve fund.

Except for the portion not to be distributed in proportion to shareholdings as stipulated

in the Articles of Asociation, the remaining after-tax profits, after recovery of loses and

apropriation of the statutory reserve fund, shal be distributed to shareholders in proportion to

their shareholdings.

Where the Company distributes its profits before recovery of loses and apropriation of

statutory reserve fund to the shareholders in breach of the preceding provisions, shareholders must

refund to the Company the profits distributed in violation of the provisions.

No profit shal be distributed in respect of the shares of the Company which are held by the

Company.

Article 157 The surplus reserves of the Company shal be used to make up for the

Company’s loses, expand the production and operations of the Company or increase the

Company’s capital.

The discretionary reserve fund and statutory reserve fund shal be used first to make up for

the Company’s loses; if the loses canot be covered, the capital reserve fund can be used in

acordance with the regulations.

Where the statutory reserve fund is converted into capital, the amount of such reserve fund

retained shal be no les than 25% of the Company’s registered capital prior to the conversion.

Article 158 After a resolution of the general meting of the Company is made regarding its

profit distribution plan, or after the Board of the Company formulates a specific plan acording to

the conditions and uper limit of the next year’s interim dividend aproved by the anual general

meting, the Board must complete the distribution of dividends (or shares) within two months after

the general meting is convened.

The Company shal apoint receiving agents on behalf of the holders of overseas listed

foreign shares to receive on behalf of such shareholders dividends declared and other monies

owing by the Company in respect of such shares, and kep the same for payment to the relevant

shareholders.

The receiving agents apointed by the Company shal satisfy the relevant requirements of the

securities regulatory rules of, or the relevant provisions of the stock exchange in, the place where

the Company’s shares are listed.

The receiving agents apointed on behalf of holders of overseas listed foreign shares listed in

the Hong Kong Stock Exchange by the Company shal be a company registered as a trust company

under the Truste Ordinance of Hong Kong.

Article 159 Where shareholders embezle funds of the Company in violation of regulations,

the Company shal deduct the coresponding amount from the cash dividends atributable to such

shareholder to repay the embezled funds upon distributing profits.

Section 2 Internal Audit

Article 160 The Company shal implement an internal audit system which is equiped

with dedicated audit personel to conduct internal audits for supervision of financial income and

expenditure and economic activities of the Company.

Article 161 The internal audit system of the Company and the duties of audit personel

shal be implemented upon aproval by the Board. The person in charge of the audit shal be

acountable and report to the Board.

Section 3 Apointment of an Acounting Firm

Article 162 The Company shal apoint such acounting firm that mets the requirements

of the Securities Law for carying out the audit for the acounting statements, verification of net

asets, and other relevant consultancy services. The term of apointment shal be one year and can

be re-apointed.

Article 163 The apointment, dismisal or non-renewal of the apointment of an acounting

firm by the Company shal be subject to the aproval of general metings. The Board shal not

apoint an acounting firm before the aproval of the general meting.

Article 164 The Company guarantes that it shal provide the apointed acounting firm

with true and complete acounting vouchers, acounting boks, financial and acounting reports,

and other acounting information, and shal not refuse, withold, or misrepresent any such

information.

Article 165 The auditing fes payable to the acounting firm shal be determined by the

general meting.

Article 166 Where the Company dismises or does not renew the engagement of an

acounting firm, the Company shal notify the acounting firm 30 days in advance; but when the

dismisal of the acounting firm is voted at a general meting, the acounting firm shal be alowed

to present its opinions.

If the acounting firm resigns, it shal explain to the general meting regarding whether the

Company has any non-compliance.

CHAPTER IX NOTICES AND ANOUNCEMENTS

Article 167 The notices of the Company are sent out in the folowing maner:

;

;

’s website and the website designated by

the Hong Kong Stock Exchange in compliance with aplicable laws, administrative

regulations, departmental rules, normative documents and the securities regulatory rules

for the place where the Company’s shares are listed;

, e-mail and instant mesaging;

(5) by other means as prescribed by the Articles of Asociation.

Where the Company isues a notice by public anouncement, al relevant personel shal be

demed to have received such notice once the public anouncement has ben made.

Article 168 The notice of the general metings shal be served by anouncement, by hand,

fax, mail, e-mail, or other means.

Article 169 The notice of the Board metings shal be sent by personal delivery, mail,

facsimile or e-mail, instant mesaging, and other means. However, in the case of emergency, the

notice of the extraordinary meting of the Board convened may be sent by e-mail, telephone,

oraly, or other means.

Article 170 The notice of the meting of the Supervisory Comite shal be served by

hand, mail, facsimile or e-mail, or instant mesaging. However, the extraordinary meting of the

Supervisory Comite convened regarding contingent maters may be sent by e-mail, telephone,

or oraly.

Article 171 If the notice of the metings is delivered by hand, the adrese shal sign (or

stamp) on the receipt of service, and the date of signature of the adrese shal be the date of

service; if a notice is sent by mail, the date of service shal be five busines days after the date of

delivery to the post ofice; where a notice is sent by facsimile, the date of sending the notice with

fax machine shal be the date of service; where a notice is sent by e-mail or instant mesaging, the

date of sending the notice shal be the date of service; if a notice is sent by anouncement, the date

of the first publication of the anouncement shal be the date of service.

Article 172 Where a notice of convening a meting is not isued to a person entitled to the

notice or such a person fails to receive the notice for any acidental omision, the validity of the

meting and the resolutions of the meting shal not be afected.

CHAPTER X MERGER, DIVISION, CAPITAL INCREASE,

CAPITAL REDUCTION, DISOLUTION AND LIQUIDATION

Section 1 Merger, Division, Capital Increase and Capital Reduction

Article 173 Merger of the Company may take the form of absorption or establishment of a

new company.

In case of merger by absorption, a company absorbs any other company and the absorbed

company shal be disolved. In case of a merger by new establishment, two or more companies

merge into a new one and the parties to the merger shal be disolved.

Article 174 If the Company is involved in a merger, the parties to the merger shal enter

into a merger agrement, and shal prepare a balance shet and a property list. The Company shal

notify the creditors within 10 days from the date of the resolution regarding the merger and make

an anouncement in the National Enterprise Credit Information Publicity System or the designated

information disclosure media within 30 days from the date of such resolution. A creditor may,

within 30 days from the receipt of the notice or, in case where he/she fails to receive such notice

within 45 days of the date of the anouncement, demand the Company to repay its debts or provide

guarantes for such debts.

Article 175 When the Company is merged, the claims and debts of each party to the

merger shal be suceded by the company surviving the merger or the new company established

subsequent to the merger.

Article 176 Where there is a division of the Company, its asets shal be divided

acordingly.

Where there is a division of the Company, a balance shet and property list shal be prepared.

The Company shal notify the creditors within 10 days from the date of the division resolution and

shal make an anouncement in the National Enterprise Credit Information Publicity System or the

designated information disclosure media within 30 days from the date of such resolution.

Article 177 The post-division companies shal bear joint and several liabilities for the debts

of the former company before it is divided, unles otherwise prescribed by the writen agrement

betwen the Company and the creditors before the division with regard to the clearance of debts.

Article 178 Where the Company reduces its registered capital, it shal prepare a balance

shet and property list.

The Company shal notify the creditors of the resolution to reduce the registered capital

within 10 days from the date of the resolution and anounce the resolution in the National

Enterprise Credit Information Publicity System or the designated information disclosure media

within 30 days from the date of the resolution. A creditor may, within 30 days from the receipt of

the notice or, in case where he/she fails to receive such notice within 45 days of the date of the

anouncement, demand the Company to repay its debts or provide guarantes for such debts.

The registered capital of the Company after the reduction shal not be les than the statutory

minimum amount.

Article 179 Where the Company undergoes a merger or division, changes in the registered

particulars of the Company shal be registered with the company registration authorities in

acordance with the law. Where the Company is disolved, cancelation of its registration shal be

conducted in acordance with the law. Where a new company is established, its establishment shal

be registered in acordance with the law.

Where the Company increases or reduces its registered capital, the Company shal undergo

the registration procedures for the change with the company registration authorities in acordance

with the law.

Section 2 Disolution and Liquidation

Article 180 The Company shal be disolved upon the ocurence of any of the folowing

events:

(1) expiry of the term of busines provided in the Articles of Asociation or other cause of

disolution as specified therein;

;

;

, or the Company is ordered to close

down in acordance with the law;

(5) the Company sufers significant hardships in operation and management that canot

be resolved through other means, and its continuation may cause substantial los in

shareholders’ interests, shareholders representing 10% or above of the total voting

rights of the Company may plead the people’s court to disolve the Company.

If the Company is disolved for the reasons set forth in the preceding paragraph, the

Company shal make a public anouncement for the reasons of disolution through the National

Enterprise Credit Information Publicity System within ten days.

Article 181 In the event that the circumstances described in item (i) and (i) of Article

180 of the Articles of Asociation have ocured and no property has ben distributed to the

shareholders, the Company may be survived by amending the Articles of Asociation or by

resolution of the general meting.

Any amendment to the Articles of Asociation acording to the requirements set forth in the

preceding paragraph shal require the aproval of two-thirds or more of the Shareholders present

and entitled to vote at the general meting.

Article 182 Where the Company is disolved pursuant to item (i), (i), (iv) or (v) of Article

180 of the Articles of Asociation, it shal be liquidated. The directors shal be the obligors of

the Company in liquidation and shal establish a liquidation comite within 15 days since

the disolution circumstance arises, and the liquidation shal be thereby started. The liquidation

comite shal comprise directors or those determined by the general meting. If a liquidation

comite is not formed to cary out liquidation after the expiration of the deadline, or if the

liquidation comite is not formed to cary out liquidation, the creditors may plead the people’s

court to designate related persons to form a liquidation comite to cary out the liquidation.

Article 183 The liquidation comite may exercise the folowing powers during the

liquidation period:

’s asets and prepare a balance shet and a property inventory,

respectively;

;

’s outstanding busines in relation to the liquidation;

, and to pay taxes incured during the liquidation proces;

;

;

(7) to represent the Company in civil procedings.

Article 184 From the date of establishment of the liquidation comite, the liquidation

comite shal notify the creditors within 10 days and make an anouncement in the designated

information disclosure media of the Company within 60 days. Creditors shal, within 30 days from

the receipt of the notice or, in case where he/she fails to receive such notice, within 45 days from

the date of the anouncement, declare their claims to the liquidation comite.

Creditors shal provide explanations and evidence for their claims upon their declarations

of such claims. The liquidation comite shal record the creditors’ claims. The liquidation

comite shal not pay of any debts to any creditors during the period of credit declaration.

Article 185 After checking the asets of the Company and preparing a balance shet and

property list, the liquidation comite shal formulate a liquidation plan for confirmation by the

general meting or the people’s court.

The remaining properties of the Company, after the payment for liquidation expenses, wages,

social insurance contributions and statutory compensation of staf, taxes and debts of the Company,

shal be distributed to the shareholders in proportion to their shareholdings.

During the liquidation period, the Company shal survive but shal not cary out any busines

activities unrelated to liquidation. The asets of the Company shal not be distributed to the

shareholders until the setlement of debts pursuant to the preceding paragraph.

Article 186 If the liquidation comite, after checking the asets of the Company and

preparing a balance shet and property list, finds that the asets of the Company are insuficient

to pay of its debts, it shal imediately file an aplication to the people’s court for bankruptcy in

acordance with the law.

After the Company is declared bankrupt by the people’s court, the liquidation comite

shal hand over the liquidation maters to the people’s court.

Article 187 Upon completion of the liquidation of the Company, the liquidation comite

shal prepare a liquidation report, submit the report to the general meting or the people’s

court for confirmation, and submit the report to the company registration authority to aply for

de-registration of the Company.

Article 188 Members of the liquidation comite perform liquidation duties and have the

duties of loyalty and diligence.

The members of the liquidation comite shal not abuse their powers to acept bribes or

other ilegal income, and may not encroach on the Company’s property.

The members of the liquidation comite shal be liable for compensation in the event that

they cause any los to the Company or the creditors due to intentional or gros negligence.

Article 189 Where the Company is declared bankruptcy in acordance with the law, it shal

implement bankruptcy liquidation in acordance with relevant laws relating to its bankruptcy.

CHAPTER XI AMENDMENTS TO THE ARTICLES OF ASOCIATION

Article 190 The Company shal amend the Articles of Asociation in any of the folowing

circumstances:

, administrative regulations,

the securities regulatory rules for the place where the Company’s shares are listed, and

any terms contained in the Articles of Asociation are inconsistent with the aforesaid

amendment;

(2) if certain changes of the Company ocur resulting in inconsistency with certain terms

specified in the Articles of Asociation;

(3) the general meting has resolved to amend the Articles of Asociation.

Article 191 Where amendments to the Articles of Asociation aproved by resolution of the

general meting shal be subject to the aproval of the competent authorities, the amendments shal

be submited to the relevant authorities for aproval. Where the amendments involve registration

maters of the Company, the involved change shal be registered in acordance with the law.

Article 192 The Board shal amend the Articles of Asociation in acordance with

the resolution of the general metings on amendments to the Articles of Asociation and the

examination and aproval of opinions from relevant authorities.

Where the amendment to the Articles of Asociation belongs to the information that is

required to be disclosed by laws, administrative regulations and the securities regulatory rules for

the place where the Company’s shares are listed, it shal be anounced in acordance with relevant

provisions.

CHAPTER XI SUPLEMENTARY PROVISIONS

Article 193 Definition

(1) A controling shareholder refers to the definition stipulated in the Hong Kong Listing

Rules.

administrative regulations and normative documents who can actualy control the

operations or decisions of the Company through investment relations, agrements or

other arangements.

(3) Conected persons and conected transactions refer to the definition stipulated in the

Hong Kong Listing Rules.

Article 194 The Board may, in acordance with the Articles of Asociation, formulate

detailed rules therefor. The detailed rules for the Articles of Asociation may not be in conflict

with the provisions of the Articles of Asociation.

Article 195 The Articles of Asociation are writen in Chinese. The latest Chinese version

of the Articles of Asociation granted registration with the Taizhou Administration for Market

Regulation shal prevail.

Article 196 The terms “or more”, “within”, “not more than”, “not les than”, and “or les”

in the Articles of Asociation shal include the figure itself; and the terms “exced”, “les than”

“under” and “more than” shal not include the number itself. The term “Yuan in the Articles of

Asociation refers to RMB unles otherwise specified.

Article 197 Apendixes to the Articles of Asociation include the rules of procedure of

general metings, the rules of procedure of the Board and the rules of procedure of the Supervisory

Comite.

Article 198 The Articles of Asociation shal be considered and aproved at the general

meting, and shal come into efect from the date on which the Company’s initial public ofering is

implemented and its H shares are listed on the Main Board of the Hong Kong Stock Exchange. The

original Articles of Asociation of the Company shal be automaticaly invalidated from the date

on which the Articles of Asociation take efect.

Article 199 The Board of the Company shal be responsible for the interpretation of the

Articles of Asociation.

Ab&B Bio-Tech CO., LTD. JS

July 2025

02627 中慧生物－Ｂ展示文件：A1. 公司章程（英文）

AB&B BIO-TECH CO., LTD. JS

ARTICLES OF ASOCIATION

(Aplicable upon the isuance of H Shares)

Ab&B Bio-Tech CO., LTD. JS

Articles of Asociation

The minutes of a meting shal record the folowing particulars:

1. Where a transaction (which has the same meaning as the “transaction” refered to in

2. Except for the guarantes that must be submited to the general meting for

3. Other maters required to be considered at the Board meting acording to laws,

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