Proposed amendments to the articles of association

Existing Terms of Articles of Association

Proposed Amendments to Articles of

Association

Article 35If the directors, supervisors, senior

Article 35If the directors, supervisors, senior

executives of the Company or any shareholders

executives of the Company or any shareholders

who holds more than 5% of the domestic

who holds more than 5% of the domestic shares

shares of the Company, sell his/her shares in

of the Company, sell his/her shares in the

the Company within six months of his/her

Company or other securities with an equity

purchase, or purchase the shares again within

naturewithin six months of his/her purchase,

six months after the sale, the profits thus made

or purchase the shares or other securities with

shall accrue to the Company and the Board

an equity natureagain within six months after

shall collect all such profits. If a securities

the sale, the profits thus made shall accrue to

company serving as the underwriter purchases

the Company and the Board shall collect all

all the unsold shares and therefore holds more

such profits. However,if a securities company

than 5% of the shares, it is not subject to the six

serving as the underwriterpurchases all the

months restriction against selling such shares.

unsold underwrittenshares and therefore holds

more than 5% of the shares, it is not subject to

If the Board fails to comply with the provision

the six months restriction against selling such

set out in the preceding paragraph, the

shares, and other circumstances stipulated by

shareholders have the right to request the Board

the securities regulatory authority under the

to do so within 30 days. The shareholders

State Council are excluded.

have the right to initiate litigation in the court

directly in their own name for the interests

The shares or other securities with an equity

of the Company if the Board fails to comply

nature held by directors, supervisors, senior

with the provision within the period specified

executives and individual shareholders

hereinabove.

referred to in the preceding paragraph

include the shares or other securities with an

If the Board refuses to comply with paragraph

equity nature held by their spouses, parents,

Existing Terms of Articles of Association

Proposed Amendments to Articles of

Association

Article 46Change of the shareholders'

Article 46Change of the shareholders'

register arising

from share transfer shall not

register arising

from share transfer shall not

be registered within 30 days before convening

be registered within 30 days before convening

of a general meeting or within five days prior

of a general meeting or within five days prior

to the benchmark date on which the Company

to the benchmark date on which the Company

decides to distribute dividends. If the relevant

decides to distribute dividends. If the laws,

stock exchange or the regulatory authority at

administrative

regulations,

departmental

the location where the Company's shares are

rules, normative documents andthe relevant

listed provides otherwise, such regulations shall

stock exchange or the regulatory authority at

prevail.

the location where the Company's shares are

listed providesotherwise during the period of

closure of the register of members prior to

a general meeting or before the benchmark

date on which the Company decides to

distribute dividends, such regulations shall

prevail.

Article 61A

general meeting

shall exercise

Article 61A

general meeting

shall exercise

the following functions and powers:

the following functions and powers:

(I)

To decide the business operation

(I)

To decide the business operation

guideline and investment plan for the

guideline and investment plan for the

Company;

Company;

(II)

To

elect

and

replace

directors and

(II)

To

elect

and

replace

directors and

to decide on matters relating to

to decide on matters relating to

remuneration of the directors;

remuneration of the directors;

(III)

To elect and replace supervisors who

(III)

To elect and replace supervisors who

are

not

the

employee

representative

are

not

the

employee

representative

and to decide on matters relating to

and to decide on matters relating to

remuneration of the supervisors;

remuneration of the supervisors;

(IV)

To examine and approve reports of the

(IV)

To examine and approve reports of the

Board;

Board;

(V)

To examine and approve reports of the

(V)

To examine and approve reports of the

Supervisory Committee;

Supervisory Committee;

(VI)

To examine and approve the annual

(VI)

To examine and approve the annual

financial budgets and final accounting

financial budgets and final accounting

plans of the Company;

plans of the Company;

(VII)

To examine and approve the Company's

(VII)

To examine and approve the Company's

profit distribution plan and loss recovery

profit distribution plan and loss recovery

plan;

plan;

Existing Terms of Articles of Association

Proposed Amendments to Articles of

Association

(VIII) To resolve on increase or decrease of the

(VIII) To resolve on increase or decrease of the

registered capital of the Company;

registered capital of the Company;

(IX)

To resolve on the merger, division,

(IX)

To resolve on the merger, division,

dissolution, liquidation or transformation of

dissolution, liquidation or transformation of

the Company;

the Company;

(X)

To resolve on the issuance of corporate

(X)

To resolve on the issuance of corporate

bonds and other securities and the listing of

bonds and other securities and the listing of

the Company;

the Company;

(XI)

To resolve on the appointment, removal

(XI)

To resolve on the appointment, removal

or non-reappointment of certified public

or non-reappointment of certified public

accountants of the Company;

accountants of the Company;

(XII)

To amend the Articles of Association;

(XII)

To amend the Articles of Association;

(XIII) To

examine

proposals

made by

(XIII) To

examine

proposals

made by

shareholders

severally

or jointly

shareholders

severally

or jointly

representing more than 3% of the voting

representing more than 31% of the voting

shares of the Company;

shares of the Company;

(XIV) To

examine

and

approve the guarantees

(XIV) To

examine

and

approve the guarantees

under Article 62;

under Article 62;

(XV)

To examine the Company's purchase or

(XV)

To examine the Company's purchase or

disposal of major assets within one year

disposal of major assets within one year

or matters with the amount guaranteed

or matters with the amount guaranteed

exceeding 30% of the total assets of the

exceeding 30% of the total assets of the

Company;

Company;

(XVI) To examine and approve any changes to

(XVI) To examine and approve any changes to

the use of proceeds;

the use of proceeds;

(XVII)

To review share incentive plans;

(XVII)

To review share incentive plans;

(XVIII)

To resolve on other matters which, in

(XVIII)

To resolve on other matters which, in

accordance with the laws, administrative

accordance with the laws, administrative

regulations, listing rules of the stock

regulations, listing rules of the stock

exchange with which the Company's

exchange with which the Company's

shares are listed and the Articles of

shares are listed and the Articles of

Association, shall be approved by a general

Association, shall be approved by a general

meeting.

meeting.

Existing Terms of Articles of Association

Proposed Amendments to Articles of

Association

Article 68The contents of the resolutions

Article 68The contents of the resolutions

must be within the scope of duties of general

must be within the scope of duties of general

meetings. It must contain clear topics and

meetings. It must contain clear topics and

detailed matters to be resolved at the meeting,

detailed matters to be resolved at the meeting,

and be in compliance with the relevant laws,

and be in compliance with the relevant laws,

administrative regulations and the Articles of

administrative regulations and the Articles of

Association.

Association.

At general meetings of the Company, the

At general meetings of the Company, the

Board, the Supervisory Committee, and

Board, the Supervisory Committee, and

shareholder(s) individually or jointly holding

shareholder(s) individually or jointly holding

more than 3% of the

Company's

shares

more than 31% of the Company's shares

shall have the right to

propose motions to

shall have the right to propose motions to

the Company. The content of a proposal

the Company. The content of a proposal

shall be determined by the general meeting,

shall be determined by the general meeting,

have definite topics and specific issues for

have definite topics and specific issues for

resolution, and shall comply with the provisions

resolution, and shall comply with the provisions

of the laws, regulations and the Articles of

of the laws, regulations and the Articles of

Association.

Association.

Shareholder(s) individually or jointly holding

Shareholder(s) individually or jointly holding

more than 3 % of the Company's shares may

more than 31% of the Company's shares may

submit a written provisional motion to the

submit a written provisional motion to the

convener 10 days before

a general

meeting

convener 10 days before a general meeting

is convened; the convener shall issue a

is convened; the convener shall issue a

supplementary notice of general meeting within

supplementary notice of general meeting within

two days after receipt of the said provisional

two days after receipt of the said provisional

motion, to notify other shareholders and to

motion, to notify other shareholders and to

submit the said provisional proposal to the

submit the said provisional proposal to the

general meeting for consideration.

general meeting for consideration.

Except as provided in the preceding paragraph,

Except as provided in the preceding paragraph,

after the convener issues a public notice of

after the convener issues a public notice of

the general meeting, he/she shall not change

the general meeting, he/she shall not change

the proposals or add any new proposals in the

the proposals or add any new proposals in the

notice of the general meeting.

notice of the general meeting.

Proposals not set out in the notice of general

Proposals not set out in the notice of general

meeting or not complying with the provision

meeting or not complying with the provision

herein shall not be voted on or resolved at the

herein shall not be voted on or resolved at the

general meeting.

general meeting.

Existing Terms of Articles of Association

Proposed Amendments to Articles of

Association

Article 85Shareholders (including proxies

Article 85Shareholders (including proxies

thereof) who vote at a general meeting shall

thereof) who vote at a general meeting shall

exercise their voting rights as per the number of

exercise their voting rights as per the number of

voting shares they represent. Each share carries

voting shares they represent. Each share carries

the right to one vote.

the right to one vote.

When material issues affecting the interests

When material issues affecting the interests

of small and medium investors are being

of small and medium investors are being

considered at the general meeting, the votes of

considered at the general meeting, the votes of

such investors shall be counted separately. The

such investors shall be counted separately. The

separate counting results shall be promptly and

separate counting results shall be promptly and

publicly disclosed.

publicly disclosed.

Shares held by the Company have no voting

Shares held by the Company have no voting

rights, and such shares will not be included in

rights, and such shares will not be included in

the total number of shares with voting rights at

the total number of shares with voting rights at

the general meeting.

the general meeting.

Existing Terms of Articles of Association

Proposed Amendments to Articles of

Association

The Board, independent non-executive directors

The Board, independent non-executive directors

and shareholders who satisfy the relevant

and shareholders who satisfy the relevant

regulations and conditions may publicly solicit

regulations and conditions may publicly solicit

voting rights from the shareholders. When

voting rights from the shareholders. When

soliciting voting rights from the shareholders,

soliciting voting rights from the shareholders,

information such as specific voting intentions

information such as specific voting intentions

should be fully disclosed to the shareholders

should be fully disclosed to the shareholders

being solicited. Soliciting voting rights from the

being

solicited.,

shareholders holding

shareholders with compensation or disguised

more than 1% of the voting shares or

compensation is prohibited. The Company must

investor

protection

institutions established

not set a lowest shareholding percentage when

in accordance with laws, administrative

soliciting the shareholder voting rights.

regulations or the provisions of the securities

regulatory authority under the State

When considering related transactions during

Council (hereinafter referred to as "Investor

the general meeting, the related shareholders

Protection Institutions") may act as proxy

must not participate in the voting, and the

solicitors and, by themselves or through their

number of shares with voting rights represented

appointed securities companies or securities

by him/her shall not be included in the total

service institutions, publicly invite the

number of valid votes. The announcement on

shareholders of the listed company to entrust

the resolutions shall fully disclose the voting of

it to attend the general meetings and exercise

the non-related shareholders.

the rights of shareholders, such as to propose

and vote on resolutions, on their behalf.

Voting at the general meeting shall be

conducted by poll with registration.

If the rights of shareholders are solicited in

accordance with the preceding paragraph,

Pursuant to the applicable laws and regulations

the solicitors shall disclose the solicitation

and the Listing Rules of the stock exchange on

documents and the Company shall

which the Company's shares are listed, whereas

cooperate.

any shareholder is required to abstain from

voting on any particular resolution or restricted

Soliciting voting rights from the shareholders

to voting only for or against any particular

with compensation or disguised compensation

resolution, any vote cast by or on behalf of

is prohibited. The Company must not set a

such shareholder in contravention of such

lowest shareholding percentage when soliciting

requirement or restriction shall not be tallied.

the shareholder voting rights.

If any public solicitation of shareholders'

rights

violates

laws, administrative

regulations or relevant provisions of the

securities regulatory authority under the

State Council, thus causing the Company or

its shareholders to suffer losses, the solicitors

shall be liable for compensation according to

laws.

Existing Terms of Articles of Association

Proposed Amendments to Articles of

Association

When considering related transactions during

the general meeting, the related shareholders

must not participate in the voting, and the

number of shares with voting rights represented

by him/her shall not be included in the total

number of valid votes. The announcement on

the resolutions shall fully disclose the voting of

the non-related shareholders.

Voting at the general meeting shall be

conducted by poll with registration.

Pursuant to the applicable laws and regulations

and the Listing Rules of the stock exchange on

which the Company's shares are listed, whereas

any shareholder is required to abstain from

voting on any particular resolution or restricted

to voting only for or against any particular

resolution, any vote cast by or on behalf of

such shareholder in contravention of such

requirement or restriction shall not be tallied.

Article 128The Company sets a Board,

Article 128The Company sets a Board,

which comprises 12 directors, including

which comprises 1214directors, including

one chairman, one vice chairman and four

one chairman, one vice chairman and fourfive

independent non-executive directors.

independent non-executive directors.

Independent non-executive directors may

Independent non-executive directors may

directly report to the general meeting, CSRC

directly report to the general meeting, CSRC

and other relevant regulatory authorities.

and other relevant regulatory authorities.

Existing Terms of Articles of Association

Proposed Amendments to Articles of

Association

Article 179

The financial statements of the

Article 179

The financial statements of the

Company shall be prepared in accordance with

Company shall be prepared in accordance with

the PRC accounting standards and regulations

the PRC accounting standards and regulations

as well as the international accounting

as well as the international accounting

standards or

the accounting standards of

standards orthe accounting standards of the

the overseas listing place. If the financial

overseas listing placerequired under the

statements prepared under the two accounting

rules of the places in which the Company's

standards are discrepant significantly, such

shares are listed. If the financial statements

discrepancy shall be explained in the notes to

prepared under the two accounting standards

the financial statements. The Company shall

are discrepant significantly, such discrepancy

distribute the after-tax profit of the relevant

shall be explained in the notes to the financial

fiscal year as per the less of the after-tax profits

statements. The Company shall distribute the

in the aforesaid two financial statements.

after-tax profit of the relevant fiscal year as per

the less of the after-tax profits in the aforesaid

two financial statements.

Article 180

The interim results or financial

Article 180

The interim results or financial

data announced or disclosed by the Company

data announced or disclosed by the Company

shall be prepared in accordance with the PRC

shall be prepared in accordance with the PRC

accounting standards and regulations as well

accounting standards and regulations as well

as the international accounting standards or the

as the international accounting standards orthe

accounting standards of the overseas listing

accounting standards of the overseas listing

place.

placerequired under the rules of the places

in which the Company's shares are listed.