(1) Proposed amendment to the articles of association; and (2) proposed amendment to the shareholders meeting rules

Introduction

Original

The Articles of Association was formulated and amended according to

Introduction:

such laws, regulations, normative documents as the Company Law of the

People's Republic of China (Company Law for short), the Securities Law

of the People's Republic of China (Securities Law for short), Provisions of

State Council on IPO at Overseas Market, Essential to Articles of Overseas-

Listing Company, Letter of Opinions on Additional Changes to Articles of

Association of Companies Listing in Hong Kong, (Haihan of CSRS[1995]

No. 1, Haihan of CSRS for short), Guideline for Listing Company (the

Announcement of China Securities Regulatory Commission (2014) No.19,

Guideline for short), the Rules Governing the Listing of Securities on the

SEHK, etc..

Introduction of

The Articles of Association was formulated and amended according to such

the amended

laws, regulations, normative documents as the Company Law of the People's

Articles of

Republic of China (Company Law for short), the Securities Law of the

Association:

People's Republic of China (Securities Law for short), Reply of the State

Council on the Adjustment of the Notice Period of the General Meeting and

Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019]

No. 97), Special Regulations of the State Council on the Overseas Share

Offering and Listing of Shares by Joint Stock Limited Companies (Decree

No.189 of the State Council), the Mandatory Provisions for the Articles

of Association of Companies to be Listed Overseas (Zheng Wei Fa [1994]

No. 21, Mandatory Provisions for short), Letter of Opinions on Additional

Changes to Articles of Association of Companies Listing in Hong Kong,

(Haihan of CSRS[1995] No. 1, Haihan of CSRS for short), Guidelines for the

Articles of Association of Listed Companies (the Announcement of China

Securities Regulatory Commission (2019) No.10, Guideline for short), the

Rules Governing the Listing of Securities on the SEHK (Main Board), etc..

Article 44

Original

No change may be made in the register of members as a result of a transfer

Article 44:

of shares within 30 days prior to the date of general meeting or within 5 days

before the record date set by the Company for the purpose of distribution of

dividends.

Article 44 of

Where laws, regulations, securities transaction rules and other regulatory

the amended

documents have provisions on the period of suspension of the share transfer

Articles of

registration procedures prior to the date of the general meeting or before the

Association:

record date set by the Company for the purpose of distribution of dividends,

such provisions shall prevail.

Article 47

Original

If the share certificate (the "original certificate") held by any person who is

Article 47:

a registered shareholder or who claims to be entitled to have his/her/its name

(title) entered in the register of members is lost, such person may apply to

the Company for a replacement share certificate in respect of such shares (the

"Relevant Shares").

Application by a holder of domestic shares, who has lost his/her/its share

certificate, for a replacement share certificate, shall be dealt with in

accordance with Article 144 of the Company Law.

Application by a holder of overseas-listedforeign-invested shares, who

has lost his/her/its share certificate, for a replacement share certificate may

be dealt with in accordance with the law of the place where the original

register of members for holders of overseas-listedforeign-invested shares is

maintained, the rules of the stock exchange or other relevant regulations.

Application for a replacement share certificate by holders of overseas-listed

foreign-invested shares that are listed in Hong Kong who has lost his/her/its

share certificate, the issuance of a replacement share certificate shall comply

with the following requirements:

(1) The applicant shall submit an application to the Company in a

prescribed form accompanied by a notarized certificate or a statutory

declaration, of which the contents shall include the grounds upon which

the application is made and the circumstances and evidence of the loss,

and the declaration showing that no other person is entitled to have

his/her/its name entered in the register of members in respect of the

Relevant Shares.

(2) The Company has not received any declaration made by any person

other than the applicant declaring that his/her/its name shall be entered

in the register of members in respect of such shares before it decides to

issue a replacement share certificate to the applicant.

(3) The Company shall, if it intends to issue a replacement share certificate

to the applicant, publish a notice of its intention to do so at least

once every 30 days within a period of 90 days in such newspapers as

prescribed by the Board of Directors.

a period of 90 days.

In the case of an application which is made without the consent of the

registered holder of the Relevant Shares, the Company shall deliver by

mail to such registered shareholder a copy of the notice to be published.

(5) If, by the expiration of the 90-day period referred to in items (iii)

and (iv) of this article, the Company has not received any objection

from any person in respect of the issuance of the replacement share

certificate, it may issue a replacement share certificate to the applicant

pursuant to his/her/its application.

(6) Where the Company issues a replacement share certificate pursuant

to this article, it shall forthwith cancel the original share certificate

and document the cancellation of the original share certificate and

issuance of a replacement share certificate in the register of members

accordingly.

(7) All expenses relating to the cancellation of an original share certificate

and issuance of a replacement share certificate shall be borne by the

applicant and the Company is entitled to refuse to take any action until

reasonable guarantee is provided by the applicant.

Article 47 of

If the share certificate (the "original certificate") held by any person who is

the amended

a registered shareholder or who claims to be entitled to have his/her/its name

Articles of

(title) entered in the register of members is lost, such person may apply to

Association:

the Company for a replacement share certificate in respect of such shares (the

"Relevant Shares").

Application by a holder of domestic shares, who has lost his/her/its share

certificate, for a replacement share certificate, shall be dealt with in

accordance with Article 143 of the Company Law.

Application by a holder of overseas-listedforeign-invested shares, who

has lost his/her/its share certificate, for a replacement share certificate may

be dealt with in accordance with the law of the place where the original

register of members for holders of overseas-listedforeign-invested shares is

maintained, the rules of the stock exchange or other relevant regulations.

Application for a replacement share certificate by holders of overseas-listed

foreign-invested shares that are listed in Hong Kong who has lost his/her/its

share certificate, the issuance of a replacement share certificate shall comply

with the following requirements:

Article 67

Original

When the Company convene a general meeting, a notice in the form of

Article 67:

announcement or other form (if necessary) provided by the Articles of

Association shall be given not less than 20 business days before the date of

meeting and when the Company convene an extraordinary general meeting,

a notice in the form of announcement or other form (if necessary) provided

by the Articles of Association shall be given not less than 15 business days

before the date of meeting and inform the registered shareholders of the

matters to be considered, the date and place of the meeting. The business

day set out in the Articles of Association refers to any day on which the

Hong Kong Stock Exchange is open for the business of dealing in securities.

Calculation of the above commencement date and period shall not include

the date of notice and the date of the meeting.

In principle, the general meeting is held in the Company. The general

meeting sets out the venue, and it is an on site meeting. The Company

shall provide convenience for shareholders to attend the general meeting

by various means, including providing internet voting platform and other

modern information technology means, as long as the general meeting

is legal and valid. Shareholders who attend the general meeting by the

aforementioned ways are regarded as present. A voting right can only choose

one way of the voting of on-the-spot voting, internet voting or others means.

The closing time of on site general meeting shall not be earlier than that of

the internet voting and others means.

Article 67 of

When the Company convene a general meeting, a notice in the form of

the amended

announcement or other form (if necessary) provided by the Articles of

Articles of

Association shall be given not less than 20 business days before the date of

Association:

meeting and when the Company convene an extraordinary general meeting, a

notice in the form of announcement or other form (if necessary) provided by

the Articles of Association shall be given not less than 15 natural days or not

less than 10 business days (whichever is longer) before the date of meeting

and inform the registered shareholders of the matters to be considered, the

date and place of the meeting. The business day set out in the Articles of

Association refers to any day on which the Hong Kong Stock Exchange

is open for the business of dealing in securities. Calculation of the above

commencement date and period shall not include the date of notice and the

date of the meeting.

In principle, the general meeting is held in the Company. The general

meeting sets out the venue, and it is an on site meeting. The Company

shall provide convenience for shareholders to attend the general meeting

by various means, including providing internet voting platform and other

modern information technology means, as long as the general meeting

is legal and valid. Shareholders who attend the general meeting by the

aforementioned ways are regarded as present. A voting right can only choose

one way of the voting of on-the-spot voting, internet voting or others means.

The closing time of on site general meeting shall not be earlier than that of

the internet voting and others means.

Article 71

Original

Notice of a general meeting shall be served on each shareholder, (regardless

Article 71:

whether they are entitled to vote thereat) by a personal delivery or pre-paid

mail or fax. The address or fax number of addressees shall refer to that in the

register of members. As for holders of domestic shares, the notice of general

meeting may be given by announcement.

The announcement referred to in the preceding paragraph shall be published

in one or several newspapers designated by the securities authority of the

State Council 20 business days before the date of annual general meeting

and 15 business days before the date of the extraordinary general meeting,

respectively. Once it is published, all shareholders of domestic shares shall

be deemed to have received the notice of the relevant general meeting.

Article 71 of

Notice of a general meeting shall be served on each shareholder, (regardless

the amended

whether they are entitled to vote thereat) by a personal delivery or pre-paid

Articles of

mail or fax. The address or fax number of addressees shall refer to that in the

Association:

register of members. As for holders of domestic shares, the notice of general

meeting may be given by announcement.

The announcement referred to in the preceding paragraph shall be published

in one or several newspapers designated by the securities authority of the

State Council not less than 20 business days before the date of annual general

meeting and not less than 15 natural days or not less than 10 business days

(whichever is longer) before the date of the extraordinary general meeting,

respectively. Once it is published, all shareholders of domestic shares shall

be deemed to have received the notice of the relevant general meeting.

Article 105

Original

A written notice of a class meeting in the form of announcement or other

Article 105:

form (if necessary) as provided by the Articles of Association shall be given

20 business days before the date of the class meeting to notify all of the

shareholders in the share register of the class of the matters to be considered,

the date and the place of the class meeting.

Article 105 of

A written notice of a class meeting in the form of announcement or other

the amended

form (if necessary) as provided by the Articles of Association shall be

Articles of

given with reference to the time limit of notice required in Article 71 of

Association:

the Articles of Association regarding the convening of the general meeting

before the date of the class meeting to notify all of the shareholders in the

share register of the class of the matters to be considered, the date and the

place of the class meeting.

Original

Company Law of the People's Republic of China adopted at the 5th Session

Article 247

of the Standing Committee of the 8th National People's Congress on

"Company

December 29, 1993 and implemented as of July 1, 1994; first amendment

Law":

adopted at the 13th Session of the Standing Committee of the 9th National

People's Congress on December 25, 1999; second amendment adopted at

the 11th Session of the Standing Committee of the 10th National People's

Congress on August 28, 2004; third amendment adopted at the 18th Session

of the Standing Committee of the 10th National People's Congress and

promulgated on October 27, 2005.

Article 247

Company Law of the People's Republic of China adopted at the 5th Session

"Company

of the Standing Committee of the 8th National People's Congress on

Law" of

December 29, 1993 and implemented as of July 1, 1994; first amendment

the amended

adopted at the 13th Session of the Standing Committee of the 9th National

Articles of

People's Congress on December 25, 1999; second amendment adopted at

Association:

the 11th Session of the Standing Committee of the 10th National People's

Congress on August 28, 2004; third amendment adopted at the 18th Session

of the Standing Committee of the 10th National People's Congress and

promulgated on October 27, 2005; fourth amendment adopted at the 6th

Session of the Standing Committee of the 12th National People's Congress

on December 28, 2013; fifth amendment adopted at the 6th Session of the

Standing Committee of the 13th National People's Congress and promulgated

on October 26, 2018.

Article 247 "Securities Law"

Original

Securities Law of the People's Republic of China, adopted at the 6th Meeting

Article 247

of the Standing Committee of the Ninth National People's Congress of the

"Securities

People's Republic of China on December 29, 1998, and implemented as of

Law":

July 1, 1999; first amendment adopted at the 11th Session of the Standing

Committee of the 10th National People's Congress on August 28, 2004;

second amendment adopted at the 18th Session of the Standing Committee of

the 10th National People's Congress and promulgated on October 27, 2005.

Article 247

Securities Law of the People's Republic of China, adopted at the 6th Meeting

"Securities

of the Standing Committee of the Ninth National People's Congress of the

Law" of

People's Republic of China on December 29, 1998, and implemented as of

the amended

July 1, 1999; first amendment adopted at the 11th Session of the Standing

Articles of

Committee of the 10th National People's Congress on August 28, 2004; first

Association:

amendment adopted at the 18th Session of the Standing Committee of the

10th National People's Congress on October 27, 2005; second amendment

Article 2

Original

The general meeting shall be the authority of the Company and shall exercise

Article 2:

the following functions and powers according to laws:

(I)

to determine the business objectives and investment plans of the

Company;

(II)

to elect and replace directors and to decide on matters relating to the

remuneration of directors;

(III)

to elect and replace supervisors who are not the employee

representative and to determine matters relating to the remuneration

of the supervisors;

(IV)

to examine and approve the reports of the board;

(V)

to examine and approve the reports of the supervisory committee;

(VI)

to examine and approve the Company's annual budgets and final

accounts;

(VII)

to examine and approve the Company's profit distribution proposals

and loss recovery proposals;

(VIII)

to resolve on the increase or reduction of the Company's registered

capital;

(IX)

to resolve on the merger, division, dissolution, liquidation or

transformation of the Company;

(X)

to resolve on the issue of the Company's debt securities;

(XI)

to resolve on the proposal for appointment, removal or non-

reappointment of the Company's accounting firm;

(XII)

to amend the Articles of Association;

(XIII)

to consider motions raised by the shareholder(s) who individually or

jointly hold(s) more than 3% of the total equity of the Company;

(XIV)

to consider matters relating to the guarantees as stipulated in Rule 3

of this Shareholders Meeting Rules;

(XV)

to consider the Company's purchase or sale of major assets within

one year with the transaction amount exceeding 30% of the latest

audited total assets of the Company;

(XVI)

to consider and approve matters relating to the changes in the use of

proceeds from share offerings;

(XVII)

to consider share incentives schemes;

(XVIII) to resolve on other matters which, in accordance with the laws,

administrative regulations, department rules and Articles of

Association, must be approved by a general meeting.

Article 2 of

The general meeting shall be the authority of the Company and shall exercise

the amended

the following functions and powers according to laws:

Shareholders

Meeting Rules:

(I)

to determine the business objectives and investment plans of the

Company;

(II)

to elect and replace directors and to decide on matters relating to the

remuneration of directors;

(III)

to elect and replace supervisors who are not the employee

representative and to determine matters relating to the remuneration

of the supervisors;

(IV)

to examine and approve the reports of the board;

(V)

to examine and approve the reports of the supervisory committee;

(VI)

to examine and approve the Company's annual budgets and final

accounts;

(VII)

to examine and approve the Company's profit distribution proposals

and loss recovery proposals;

(VIII)

to resolve on the increase or reduction of the Company's registered

capital;

(IX)

to resolve on the merger, division, dissolution, liquidation or

transformation of the Company;

(X)

to resolve on the issue of the Company's debt securities;

(XI)

to resolve on the proposal for appointment, removal or non-

reappointment of the Company's accounting firm;

(XII)

to amend the Articles of Association;

(XIII)

to consider motions raised by the shareholder(s) who individually or

jointly hold(s) more than 3% of the total equity of the Company;

(XIV)

to consider matters relating to the guarantees as stipulated in Rule 3

of this Shareholders Meeting Rules;

(XV)

to consider the Company's purchase or sale of major assets within

one year with the transaction amount exceeding 30% of the latest

audited total assets of the Company;

(XVI)

to consider and approve matters relating to the changes in the use of

proceeds from share offerings;

(XVII)

to consider and approve employee stock ownership, share option

incentive, and other mid and long term incentive plans;

(XVIII) to resolve on other matters which, in accordance with the laws,

administrative regulations, department rules and Articles of

Association, must be approved by a general meeting.

Article 18

Original

When a company convenes a general meeting of shareholders, it shall issue

Article 18:

a written notice 45 days before the meeting is held to inform all registered

shareholders of the matters to be considered, the date and place of the

meeting. Shareholders who intend to attend the general meeting shall deliver

a written reply to the Company 20 days before the date of meeting.

Article 18 of

When the Company convene the annual general meeting, a notice in the form

the amended

of announcement or other form (if necessary) provided by the Articles of

Shareholders

Association shall be given not less than 20 business days before the date of

Meeting Rules:

meeting and when the Company convene an extraordinary general meeting,

a notice in the form of announcement or other form (if necessary) provided

by the Articles of Association shall be given not less than 15 natural days or

less than 10 business days (whichever is longer) before the date of meeting

and inform the registered shareholders of the matters to be considered, the

date and place of the meeting. The business day set out in the Articles of

Association refers to any day on which the Hong Kong Stock Exchange

Article 19

Original

The notice of the general meeting shall meet the following requirements:

Article 19:

(I)

in written form;

(II)

specifying the venue, date and time of the meeting;

(III)

describing the matters to be discussed at the meeting;

(IV)

providing shareholders with materials and explanations necessary

for them to make sensible decisions in respect of the matters to be

discussed, including (but not limited to) specific terms and contract

(if any) for a proposed transaction, and a detailed explanation of

its reason and consequence where the Company proposes a merger,

share redemption, share capital restructuring or other form of

restructuring; Where the matters to be discussed require independent

directors to express their opinions, the notice shall also disclose the

independent directors' opinions and reasons;

(V)

where any Director, supervisor, general manager and other senior

management member have a material interest in respect of the

matters to be discussed, then the nature and extent of that interest

shall be disclosed; where the impact of the matters to be discussed

on such Director, supervisor, general manager and other senior

management personnel who are shareholders is different from the

impact on other shareholders of the same type, then that difference

shall be illustrated;

(VI)

containing the full text of any special resolution proposed to be

passed at the meeting;

(VII)

providing a clear text description stating that all shareholders

who have the right to attend and vote at the general meeting have

the right to entrust one or more proxies, who does not need to be

shareholders of the Company, to attend and vote at the meeting;

(VIII)

stating the deadline and place for the delivery of proxy letter of the

meeting;

(IX)

date of determining the shareholders who have the right to attend

the meeting (No change may be made in the register of members as

a result of a transfer of shares within 30 days prior to the date of

general meeting);

(X)

name and phone number of the contact person for the meeting

affairs.

Article 19 of

The

notice of the shareholders meeting shall meet the following

the amended

requirements:

Shareholders

Meeting Rules:

(I)

in written form;

(II)

specifying the venue, date and time of the meeting;

(III)

describing the matters to be discussed at the meeting;

(IV)

providing shareholders with materials and explanations necessary

for them to make sensible decisions in respect of the matters to be

discussed, including (but not limited to) specific terms and contract

(if any) for a proposed transaction, and a detailed explanation of

its reason and consequence where the Company proposes a merger,

share redemption, share capital restructuring or other form of

restructuring; Where the matters to be discussed require independent

directors to express their opinions, the notice shall also disclose the

independent directors' opinions and reasons;

(V)

where any Director, supervisor, general manager and other senior

management member have a material interest in respect of the

matters to be discussed, then the nature and extent of that interest

shall be disclosed; where the impact of the matters to be discussed

on such Director, supervisor, general manager and other senior

management personnel who are shareholders is different from the

impact on other shareholders of the same type, then that difference

shall be illustrated;

(VI)

containing the full text of any special resolution proposed to be

passed at the meeting;

(VII)

providing a clear text description stating that all shareholders

who have the right to attend and vote at the general meeting have

the right to entrust one or more proxies, who does not need to be

shareholders of the Company, to attend and vote at the meeting;

(VII)

stating the deadline and place for the delivery of proxy letter of the

meeting;

(IX)

date of determining the shareholders who have the right to attend

the meeting. (The date of determining the shareholders shall comply

with relevant laws, administrative regulations, departmental rules,

regulatory documents, and relevant stock exchanges or regulatory

agencies in the place where the company's shares are listed, once

the date of determining the shareholders is confirmed, it shall not be

changed);

(X)

name and phone number of the contact person for the meeting

affairs.

Article 20

Original

Notice of a general meeting shall be served on each shareholder, (regardless

Article 20:

whether they are entitled to vote thereat) by a personal delivery or pre-paid

mail. The address of addressees shall refer to that in the register of members.

As for holders of domestic shares, the notice of general meeting may be

given by announcement.

The announcement referred to in the preceding paragraph shall be published

in one or several newspapers designated by the securities authority of the

State Council within 45 to 50 days before the meeting Once it is published,

all shareholders of domestic shares shall be deemed to have received the

notice of the relevant general meeting.

Article 20 of

Notice of a general meeting shall be served on each shareholder, (regardless

the amended

whether they are entitled to vote thereat) by a personal delivery or pre-paid

Shareholders

mail. The address of addressees shall refer to that in the register of members.

Meeting Rules:

As for holders of domestic shares, the notice of general meeting may be

given by announcement.

The announcement referred to in the preceding paragraph shall be published

in one or several newspapers designated by the securities authority of the

State Council at least 20 business days before the date of annual general

meeting and at least 15 natural days or not less than 10 business days

(whichever is longer) before the date of the extraordinary general meeting,

respectively. Once it is published, all shareholders of domestic shares shall

be deemed to have received the notice of the relevant general meeting.

Article 25

Delete original

The Company shall calculate the number of voting shares represented

Article 25:

by shareholders who intend to attend the general meeting based upon

the written reply received 20 days before the date of the meeting. If the

number of voting shares represented by shareholders who intend to attend

the meeting amounts to half or above of the total number of voting shares

of the Company, the Company may convene a general meeting. Otherwise,

the Company shall within 5 days give the shareholders further notice of the

matters to be considered at the meeting as well as the date and venue of the

meeting by way of a public announcement. The Company may convene a

general meeting when such announcement is made.

Article 26

Original

Where the matters to be discussed require independent directors to express

Article 26:

their opinions, the notice shall also disclose the independent directors'

opinions and reasons.

The general meeting shall set out the venue, and it is an on site meeting.

The Company shall provide convenience for shareholders to attend the

general meeting by providing safe, economical, convenient network or other

methods. Shareholders who attend the general meeting by the aforementioned

ways are regarded as present.

Shareholders may attend the general meeting of shareholders in person and

exercise their voting rights, or entrust others to attend and exercise their

voting rights within the scope of authorization.

Article 25 of

In principle, the general meeting is held in the Company.

the amended

Shareholders

The general meeting shall set out the venue, and it is an on site meeting. The

Meeting Rules:

Company shall provide convenience for shareholders to attend the general

meeting by various means, including providing internet voting platform and

other modern information technology means, as long as the general meeting

is legal and valid. Shareholders who attend the general meeting by the

aforementioned ways are regarded as present. A voting right can only choose

one way of the voting of on-the-spot voting, internet voting or others means.

The closing time of on site general meeting shall not be earlier than that of

the internet voting and others means.

Shareholders may attend the general meeting of shareholders in person and

exercise their voting rights, or entrust others to attend and exercise their

voting rights within the scope of authorization.

Article 36

Original

If individual shareholders attend the meeting in person, they shall present

Article 36:

their share certificate (stock account card), identity card or other documents

that can prove their identity; if they entrust others to attend the meeting, they

should present their share certificate (stock account card), identity card or

other documents that can prove their identity and the proxy form.

Legal representatives or proxy appointed by legal representatives of the

corporate shareholders may attend the meeting. Legal representative

attending the meetings shall present the share certificate (stock account

card), his or her ID card, and valid certificate that can prove his or her

qualifications as a legal representative; while agent entrusted to attend the

meetings shall present the share certificate (stock account card), his or her ID

card, and written power of attorney legally issued by the legal representative

of such corporate shareholder.

Article 35 of

If individual shareholders attend the meeting in person, they shall present

the amended

their share certificate (stock account card), valid identity card or other

Shareholders

documents that can prove their identity; if they entrust others to attend the

Meeting Rules:

meeting, they should present their share certificate (stock account card),

valid identity card or other documents that can prove their identity and the

proxy form.

Legal representatives or proxy appointed by legal representatives of the

corporate shareholders may attend the meeting. Legal representative

attending the meetings shall present his or her ID card, and valid certificate

that can prove his or her qualifications as a legal representative; while agent

entrusted to attend the meetings shall present his or her ID card, and written

power of attorney legally issued by the legal representative of such corporate

shareholder.

Article 40

Original

The Board, independent non-executive Directors, and shareholders satisfying

Article 40:

relevant conditions required can solicit the voting rights at general meetings

from the shareholders of the Company. The voting rights shall be solicited

without payment of any compensation, and the information shall be fully

disclosed to the persons solicited. Public solicitation of voting rights from the

shareholders of the Company by solicitors shall be conducted in accordance

with the relevant implementation measures. The Company shall not impose

any restrictions on the minimum shareholding ratio for the solicitation of

voting rights.

The votes of medium and small investors shall be counted separately where

any major issue that affect the interests of medium and small investors is

considered at a general meeting. The results of separate vote counting shall

be publicly disclosed in a timely manner.

Article 39 of

The Board, independent non-executive Directors, and shareholders satisfying

the amended

relevant conditions required can solicit the voting rights at general meetings

Shareholders

from the shareholders of the Company. The voting rights shall be solicited

Meeting Rules:

without payment of any compensation, and information shall be fully

disclosed to the persons solicited. It is prohibited to solicit voting rights

from shareholders with any compensation or the similar. Public solicitation

of voting rights from the shareholders of the Company by solicitors shall be

conducted in accordance with the relevant implementation measures. The

Company and the convener of shareholders meeting shall not impose any

restrictions on the minimum shareholding ratio for the solicitation of voting

rights.

The votes of medium and small investors shall be counted separately where

any major issue that affect the interests of medium and small investors is

considered at a general meeting. The results of separate vote counting shall

be publicly disclosed in a timely manner.

Article 45

Original

The following matters shall be approved by a special resolution at a general

Article 45:

meeting:

(I)

Increase or decrease of the Company's share capital and issuance

of any type of stocks, warrants and other similar securities of the

Company;

(II)

Issuance of bonds of the Company;

(III)

Division, merger, dissolution, liquidation or change of corporate

form of the Company;

(IV)

Amendment of the Company's Articles of Association;

(V)

Where the assets purchased or sold or guarantee amount provided by

the Company exceed 30% of the Company's total assets audited for

its latest period;

(VI)

Equity incentive plans;

(VII)

Other matters that would have a significant impact on the Company

as determined at a general meeting by an ordinary resolution and

need to be approved by a special resolution.

Article 44 of

The following matters shall be approved by a special resolution at a general

the amended

meeting:

Shareholders

Increase or decrease of the Company's share capital and issuance

Meeting Rules:

(I)

of any type of stocks, warrants and other similar securities of the

Company;

(II)

Issuance of bonds of the Company;

(III)

Division, merger, dissolution, liquidation or change of corporate

form of the Company;

(IV)

Amendment of the Company's Articles of Association;

(V)

Where the assets purchased or sold or guarantee amount provided by

the Company exceed 30% of the Company's total assets audited for

its latest period;

(VI)

Mid-long term incentive plans such as employee stock ownership

and equity incentive plans;

(VII)

Other matters as required by laws, administrative regulations or the

Articles of Association, as well as those would have a significant

impact on the Company as determined at a general meeting by an

ordinary resolution and need to be approved by a special resolution.

Article 47

Original

Cumulative voting method may be applicable when electing directors and

Article 47:

supervisors who are not employee representatives at general meetings.

Article 46 of

Cumulative voting system shall apply when electing directors and supervisors

the amended

who are not employee representatives at general meetings.

Shareholders

The "cumulative voting system" means that the number of voting rights

Meeting Rules:

entitled to shareholders with respect to each share they held shall be equal to

the number of directors or supervisors to be elected at the general meeting,

and the voting rights owned by shareholders can be used collectively. The

Board shall disclose the resumes and basic information of candidate directors

and supervisors to shareholders.

The specific implementation methods for the cumulative voting system are

as follows:

(I)

Election of directors: make separate votes for candidates of non-

independent directors and independent directors, respectively.

When voting for election of non-independent directors, the number

of votes that a shareholders can cast is equal to the product of the

number of shares held by that shareholder multiplied by the number

of non-independent directors to be elected. A shareholder can cast

all of his or her votes collectively to one or several candidates who

will win or lose the election of non-independent directors in the

order as determined by the number of votes he or she got;

When voting for election of independent directors, the number

of votes that a shareholders can cast is equal to the product of

the number of shares held by that shareholder multiplied by the

number of independent directors to be elected. A shareholder can

cast all of his or her votes collectively to one or several candidates

of independent directors who will win or lose the election of

independent directors in the order as determined by the number of

votes he or she got. The votes in favor obtained by each elected

director shall not be less than half of the total number of shares held

by shareholders attending the general meeting with all voting rights.

(II)

Election of supervisors: When voting for election of supervisors by

shareholders, the number of votes that a shareholders can cast is

equal to the product of the number of shares held by that shareholder

(III)

If two or more candidates of directors and supervisors obtained

the same number of voting rights, and the number of such voting

rights is the minimum among those of the directors and supervisors

who should be elected, where the number of elected directors and

supervisors will exceed the number of directors and supervisors

to be elected by such general meeting due to that all of the above-

mentioned candidates of directors and supervisors with equal voting

rights are elected, re-election for such candidates shall be conducted

according to the above procedures until the number of directors

and supervisors that should be elected by the general meeting are

elected.

(IV)

At a general meeting for election of directors and supervisors, the

secretary of the Board shall explain to shareholders the specific

content and voting rules of the cumulative voting system, and inform

the number of voting rights per share in such meeting for election of

directors and supervisors.

(V)

During the implementation of cumulative voting system,

shareholders casting their votes shall indicate on a ballot all the

directors and supervisors they elected, and shall mark the number of

voting rights they casted for each director or supervisor they elected

beside their respective names. A ballot shall be invalid if the total

number of voting rights used by the shareholder on the ballot exceeds

the number of voting rights legally owned by such shareholder. A

ballot shall be valid if the total number of voting rights used by

the shareholder on the ballot does not exceed the number of voting

rights legally owned by such shareholder.

The cumulative voting system shall not be applicable if the Company

elects only one director or supervisor at a general meeting; and it

should be indicated whether the election of directors and supervisors

adopts the cumulative voting system at the notice of the general

meeting.

Article 51

Delete original

On a poll taken at a meeting, a shareholder (including his/her/its proxy) who

Article 51:

is entitled to two or more votes needs not cast all his/her/its votes in the

same way.

Article 56

Original

During business hours of the Company, shareholders may inspect the copies

Article 56:

of meeting minutes free of charge. If any shareholder wishes to obtain copy

of the minutes of meeting of the Company, the Company shall deliver such

copies within 7 days after receipt of reasonable fees.

Article 54 of

During business hours of the Company, shareholders may inspect the copies

the amended

of meeting minutes free of charge. If any shareholder wishes to obtain copy

Shareholders

of the minutes of meeting of the Company, the Company shall deliver such

Meeting Rules:

copy within 7 days after verification of the shareholder's identity and receipt

of reasonable fees. When shareholders inspect or request for the copy of the

minutes of meeting, they shall provide the relevant proof in accordance with

the Articles of Association.

Article 61

Original

Resolutions of the general meeting which violate laws or administrative

Article 61:

regulations shall be deemed invalid.

If the procedure of convening or the way of voting at the general meeting

violate laws, administrative regulations or the Articles of Association, or

the content of resolutions violates the Articles of Association, shareholders

shall have the right to request the people's court to revoke such resolutions

within 60 days since the date it was resolved. Shareholders of overseas-listed

foreign-invested shares shall settle the disputes in the manner set out in the

Articles of Association.

Article 59 of

Resolutions of the general meeting which violate laws or administrative

the amended

regulations shall be deemed invalid.

Shareholders

Meeting Rules:

Controlling shareholders and actual controllers of the Company shall not

restrict or obstruct small and medium-sized investors from legally exercising

their voting rights, and shall not damage the legitimate rights and interests of

the Company and such investors.

If the procedure of convening or the way of voting at the general meeting

violate laws, administrative regulations or the Articles of Association, or

the content of resolutions violates the Articles of Association, shareholders

shall have the right to request the people's court to revoke such resolutions

within 60 days since the date it was resolved. Shareholders of overseas-listed

foreign-invested shares shall settle the disputes in the manner set out in the

Articles of Association.

Article 62

Original

Result of resolutions of the general meeting shall be promptly announced.

Article 62:

The announcement shall include but not limited to the number of the

shareholders and proxies attending the meeting, the total number of voting

shares they held and its percentage over the total number of the Company's

voting shares, the way of voting, identity of the scrutinizers, the voting

results of each motion and details of each of the resolutions passed.

Where the stock exchange has more specific provisions and requirements on

the announcement of the resolutions of the general meeting, the Company

shall make an announcement pursuant thereto.

Article 60 of

Result of resolutions of the general meeting shall be promptly announced.

the amended

The announcement shall include but not limited to the number of the

Shareholders

shareholders and proxies attending the meeting, the total number of voting

Meeting Rules:

shares they held and its percentage over the total number of the Company's

voting shares, the way of voting, the voting results of each motion and

details of each of the resolutions passed.

Where the stock exchange has more specific provisions and requirements on

the announcement of the resolutions of the general meeting, the Company

shall make an announcement pursuant thereto.

Article 70

Original

A written notice of a class meeting shall be given 45 days before the date

Article 70:

of the class meeting to notify all of the shareholders in the share register of

the class of the matters to be considered, the date and the place of the class

meeting. Shareholders who intend to attend the class meeting shall deliver a

written reply to the Company 20 days before the date of the class meeting.

If the number of shares carrying voting rights at the class meeting

represented by the shareholders who intend to attend the meeting reaches

more than one half of the voting shares at the class meeting, the Company

may hold the class meeting; if not, the Company shall within five days notify

the shareholders again by public notice of the matters to be considered, the

date and the place for the class meeting. The Company may then hold the

class meeting after such publication of notice.

Article 68 of

A notice of a class meeting in the form of announcement or other form (if

the amended

necessary) as provided by the Articles of Association shall be given with

Shareholders

reference to Article 18 of the Shareholders Meeting Rules to notify all of the

Meeting Rules:

shareholders in the share register of the class of the matters to be considered,

the date and the place of the class meeting.

"Directors"

the directors of the Company, including the independent non-

executive directors

"Extraordinary General

the 2020 first extraordinary general meeting of the Company to

Meeting"

be held on September 7, 2020 for the purposes of, among other

things, seeking the Shareholders' approval for the amendments to

the Articles of Association and the Shareholders Meeting Rules