HAITONG UNITRUST INTERNATIONAL FINANCIAL LEASING CO., LTD.

Haitong Unitrust International Financial Leasing Co., Ltd.

1905

CNE100003K61

Consumer Lending

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Apr. 22	Haitong Unitrust to Buy, Lease Back Equipment to Leader Education Unit	MT
Mar. 29	Haitong Unitrust International Financial Leasing Declares Final Dividend	MT

Haitong UniTrust International Leasing : ARTICLES OF ASSOCIATION

August 10, 2020 at 06:49 am EDT

海通恆信國際融資租賃股份有限公司

Haitong Unitrust International Financial Leasing Co., Ltd.

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

Stock Code: 1905

ARTICLES OF ASSOCIATION

(Considered and approved by the First Extraordinary General Meeting of 2020 on

July 16, 2020)

The English version is for reference only. Should there be any inconsistency between the English and Chinese versions, the latter shall prevail.

Haitong Unitrust International Financial Leasing Co., Ltd.

ARTICLES OF ASSOCIATION

Chapter 1 General Provisions

Article 1 Haitong Unitrust International Financial Leasing Co., Ltd. (the "Company") is a joint stock limited company incorporated in accordance with the Company Law of the People's Republic of China (the "Company Law") and other relevant laws and administrative regulations of the PRC.

The Company was incorporated by the way of full conversion from Haitong UniTrust International Leasing Corporation, and obtained the business license after modifying its registration with Shanghai Administration for Industry and Commerce on May 27, 2017. The Uniform Social Credit Code of the Company is 91310000764705772U.

Article 2 Registered name of the Company

Chinese: 海通恆信國際融資租賃股份有限公司

English: Haitong Unitrust International Financial Leasing Co., Ltd.

Article 3 Domicile of the Company: No. 599 South Zhongshan Road, Huangpu District,

Shanghai, PRC

Post Code: 200010

Telephone: (86-21)6135-5388

Fax: (86-21)6135-5380

Article 4 The legal representative of the Company shall be the Chairman of the Company.

Article 5 The Company is a joint stock limited company in perpetual existence, and the nature of the Company is a joint stock limited company.

The liability of its shareholders is limited to the extent of the shares they hold, and the liability of the Company is limited to the full amount of all assets it owns.

The Company is an independent corporate legal person subject to the jurisdiction and under the protection of the laws and administrative regulations of the People's Republic of China.

Article 6 The Company formulated these Articles of Association (the "Articles") in accordance with the Company Law, the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (the Decree No. 160 of the State Council) (the "Special Regulations"), the Mandatory Provisions for Companies Listing Overseas (Zheng Wei Fa [1994] No. 21) (the "Mandatory Provisions"), the Letter on the Opinion Regarding the Supplemental Amendments to the Articles of Association of Companies to be Listed in Hong Kong (Zheng Jian Hai Han [1995] No. 1) (the "CSRC Circular") and other relevant PRC laws and administrative regulations. Unless otherwise required by the Company Law or relevant laws and regulations, articles included in the Articles as required by the Mandatory Provisions shall not be amended or abolished.

As approved by the shareholders' general meeting by way of special resolution, the Articles is the code of conduct of the Company and will become effective on the date when the H Shares of the Company (as defined in Article 20 of the Articles) are issued and listed on The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") and supersede the articles of association originally filed with the company registration authority.

The Articles shall be the legally binding document regulating the structure and conduct of the Company, and the rights and obligations between the Company and its shareholders, and among shareholders, from the date when it becomes effective.

Article 7 The Company shall, in accordance with the provisions of the Constitution of the Chinese Communist Party, establish the organizations of the Chinese Communist Party and carry out party activities. The Company shall provide necessary conditions for the activities of the party organizations.

The party organizations shall act as a core political role in the Company, and the board of directors shall consult the party organizations before deciding on the significant issues of the Company. For major management issues involving national macro-control, national development strategies and national securities, the board of directors shall make their decisions based on the opinions of the party organizations.

Article 8 The Articles shall be binding on the Company and its shareholders, directors, supervisors, general manager and other senior management. The aforementioned person(s) may assert claims in respect of the affairs of the Company in accordance with the Articles.

Article 9 Subject to Chapter 21 of the Articles, shareholders may institute legal proceedings against the Company pursuant to the Articles; the Company may institute legal proceedings against its shareholders pursuant to the Articles; the shareholders may institute legal proceedings against other shareholders pursuant to the Articles; the shareholders may institute legal proceedings against directors, supervisors, general manager and other senior management of the Company pursuant to the Articles.

A "legal proceeding" referred to in the preceding paragraph includes the legal action brought before a court and arbitration application submitted to an arbitration institution.

Article 10 The Company may invest in other limited liability companies, joint stock limited companies or other entities, and the Company's liabilities to an investee company shall be limited to the capital contribution to such investee company.

The Company shall not become a shareholder with unlimited liability of any other profit-making bodies.

Unless otherwise specified by the law, the Company shall not become a capital contributor that shall be jointly liable for the debts of the enterprises in which the Company invests.

Article 11 Subject to the applicable laws, administrative regulations of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the Company shall have a right to raise money or borrow funds, including (but not limited to) issuance of corporate bonds and mortgage or pledge of its properties.

Chapter 2 Objectives and Scope of Operation

Article 12 The objectives of the Company are: providing professional and quality financial services to a wide variety of customers by upholding the operating philosophy of "practical, extendable, stable and excellent" and persisting on the operating strategies of "cross-border thinking, promoting innovative development, strengthening our own capacity and grasping business opportunities."

Article 13 The business scope of the Company shall be subject to the items approved by the company registration authority.

The scope of business of the Company includes: financial leasing, leasing, purchase of onshore and offshore leasing properties, processing and maintenance of the residual value of leasing properties, consultation and guarantee of leasing transactions, and commercial factoring business related to its principal business. (Approval from relevant regulatory authorities shall be obtained, if so required by the laws.)

Article 14 The Company may establish subsidiaries, branches, representative offices and offices in accordance with its business development needs.

The Company may, subject to the approval of the relevant government authorities, adjust the scope or mode of operation according to its business development needs, and establish subsidiaries (whether wholly-owned or not) and/or branches in overseas and Hong Kong Special Administrative Region ("Hong Kong"), Macau Special Administrative Region ("Macau") and Taiwan.

Chapter 3 Shares and Registered Capital

Article 15 The Company shall have ordinary shares at all times. The ordinary shares issued by the Company include domestic shares and foreign shares (as defined in Article 19 of the Articles). The Company may, when necessary, create other classes of shares upon approval by the security regulatory authority under the State Council.

Article 16 Shares of the Company shall be represented by share certificates. All shares issued by the Company shall be stocks with a nominal value of one Renminbi each (RMB1.00).

The "Renminbi" referred to in the preceding paragraph means the legal currency of the People's Republic of China.

Article 17 The Company shall issue its shares under the principles of openness, fairness and justice, and each share of the same class shall rank pari passu.

The terms and price per share of the same class in the same issue shall be the same; and every share subscribed by any entity or individual in the same issue shall have the same price.

Each ordinary shares issued by the Company (including domestic shares and foreign shares) shall rank pari passu in respect of dividend or any other distributions.

Article 18 The Company may, upon obtaining approval from the securities regulatory authority under the State Council, issue shares to domestic investors and overseas investors.

The overseas investors referred to in the preceding paragraph mean the investors from abroad, Hong Kong, Macau and Taiwan who subscribe the shares issued by the Company; and the domestic investors aforesaid refer to the investors in the People's Republic of China (other than those from the aforesaid territories) who subscribe for the shares of the Company.

Article 19 Shares issued by the Company to domestic investors for subscription in Renminbi shall be referred to as domestic shares. Shares issued by the Company to overseas investors for subscription in foreign currency and the shares acquired by overseas investors from holders of domestic shares shall be referred to as foreign shares. Foreign shares which are listed outside the PRC shall be referred to as overseas listed foreign shares. Both holders of domestic shares and holders of foreign shares are ordinary shareholders, and shall have the same obligations and rights.

The foreign currency referred to in the preceding paragraph means the legal currency of a foreign country or region (other than the People's Republic of China) which is recognized by the foreign exchange administration authority of the People's Republic of China for making payment for the shares of the Company.

Upon the overseas listing of the foreign shares of the Company, non-listed shares held by holders of non-overseas listed foreign shares may be listed and traded overseas upon approval by the securities regulatory authority of the State Council. The listing and trading of the abovementioned shares on an overseas stock exchange shall not be subject to the approval of class shareholders' meeting but shall be subject to the regulatory procedures, regulations and requirements of the related overseas stock market. The domestic shares held by the shareholders of the Company which were approved for listing and trading overseas shall be classified as overseas listed foreign shares on the date of overseas listing.

Article 20 Overseas listed foreign shares issued by the Company and listed on the Hong Kong Stock Exchange shall be referred to as H Shares. H Shares refer to the shares with par values denominated in RMB and are subscribed for and traded in Hong Kong dollars.

The foreign shares issued to Haitong UT Capital Group Co., Limited ("Haitong UT Capital"), the promoter shareholder, upon the incorporation of the Company will be converted into H Shares ("Converted H Shares") upon the issuance of the H Shares of the Company and the listing on the Hong Kong Stock Exchange. After the issuance and listing of H Shares on the Hong Kong Stock Exchange by the Company, H Shares held by Haitong UT Capital may be traded on the Hong Kong Stock Exchange subject to approval by the Hong Kong Stock Exchange upon the expiration of lock-up period as required by the laws of the PRC.

Article 21 The promoters of the Company are Haitong UT Capital and Haitong Capital Co., Ltd. ("Haitong Capital Investment"). The number of ordinary shares issued by the Company to the two promoters upon its incorporation were 7,000 million shares in total, representing the total number (100%) of then issuable ordinary shares of the Company, all of which were subscribed by the promoters, among which:

2,440,846,824 domestic shares were subscribed by Haitong Capital Investment, representing 34.9% of the total share capital of the Company upon its incorporation;
4,559,153,176 foreign shares were subscribed by Haitong UT Capital, representing 65.1% of the total share capital of the Company upon its incorporation.

Article 22 Pursuant to the approval of the China Securities Regulatory Commission ("CSRC") (Zheng Jian Xu Ke [2019] No. 230) on February 21, 2019 and the approval of the Hong Kong Stock Exchange, the Company may issue not less than 1,235,300,000 but not more than 1,420,594,000 ordinary shares (assuming that the over-allotment option is fully exercised). Such ordinary shares shall be H Shares with a nominal value of RMB one (1) each. The final issue size shall be subject to the adjustment by the Company based on the capital market condition and the financing objectives of the Company.

Following the completion of the issuance of the abovementioned H Shares, if the over-allotment option is fully exercised, the share capital of the Company shall consist of 8,420,594,000 ordinary shares, among which:

2,440,846,824 domestic shares, all of which were subscribed by promoters;
5,979,747,176 H Shares, including 4,559,153,176 Converted H Shares.

If the over-allotment option is not fully exercised, the share capital of the Company will consist of 8,235,300,000 ordinary shares, among which:

2,440,846,824 domestic shares, all of which were subscribed by promoters;
5,794,453,176 H Shares, including 4,559,153,176 Converted H Shares.

Upon the issuance of the abovementioned H Shares, the Company shall confirm the actual amount of the registered capital of the Company according to the capital verification report issued by the certified accountants. The Company shall register for the changes in registered capital to the company registration authority and file with the regulatory department authorized by the State Council and the securities regulatory authority of the State Council at the same time.

Article 23 With respect to plans for issuing overseas listed foreign shares and/or domestic shares by the Company as approved by the securities regulatory authorities of the State Council, the board of directors may make arrangements for separate issues.

Pursuant to the provisions in the preceding paragraph, the plans for separate issues of overseas listed foreign shares and/or domestic shares of the Company may be separately implemented within fifteen (15) months from the date of approval by the securities regulatory authorities of the State Council.

Article 24 Within the total number of shares confirmed in the issue plan of the Company, the separate issue of overseas listed foreign shares and/or domestic shares shall be fully subscribed respectively at one time. In special circumstances of being unable to make the offer to be fully subscribed, it may be offered in several tranches, upon approval by the securities regulatory authorities of the State Council.

Article 25 Upon the completion of the issuance of the abovementioned H Shares, the registered capital of the Company will be RMB8,235,300,000 if the over-allotment option is not fully exercised, or RMB8,420,594,000 if 100% of the over-allotment option is fully exercised.

Article 26 Unless otherwise provided by the laws and administrative regulations of the People's Republic of China and the applicable requirements of the securities regulatory authorities in the places where the shares of the Company are listed, fully paid shares of the Company are freely transferable and are free from all liens.

The transfer of overseas listed foreign shares listed in Hong Kong shall be registered with the share registrar in Hong Kong appointed by the Company.

Chapter 4 Increment, Reduction and Repurchase of Shares

Article 27 The Company may, based on its business and development requirements, approve the increase of its capital pursuant to the Articles.

The Company may increase its capital by the following methods:

offer of new shares to non-specific investors;
offer of new shares to specific investors;
placement of new shares to its existing shareholders;
grant of new shares to its existing shareholders;
capitalization of capital reserves;
other methods permitted by the laws and administrative regulations.

After obtaining the approval required by the Articles and the listing rules of the place where the shares are listed, the Company may issue new shares pursuant to the procedures stipulated under the applicable laws and administrative regulations of the People's Republic of China and the listing rules of place where the shares are listed.

Article 28 According to the Articles, the Company may reduce its registered capital.

When the Company reduces its registered capital, it shall prepare a balance sheet and an inventory of assets, and follow the procedures set forth in the Company Law, other relevant requirements and the Articles.

The registered capital of the Company following the reduction of capital shall not be less than the minimum statutory requirement.

Article 29 The Company may, pursuant to the laws, administrative regulations and the Articles, and upon approval of the relevant State authorities, repurchase its issued shares in the following circumstances:

reducing its registered capital;
merging with other company which holds its shares;
using shares for employees stock ownership plan or equity incentives;
acquiring its own shares at the request of its shareholders who vote in a shareholders' general meeting against a resolution regarding a merger or division;

using shares for converting convertible corporate bonds issued by the listed company;
for the purpose of protecting the corporate value and the rights and interests of shareholders of a listed company when necessary;
other circumstances as permitted by the laws, administrative regulations and authorization of any securities regulatory authority of the place where the shares of the Company are listed.

A company purchasing its own shares under any of the circumstances set forth in items (1) and (2) shall be subject to a resolution of the shareholders' general meeting; and a company purchasing its own shares under any of the circumstances set forth in items (3), (5) and (6) may, pursuant to its articles of association or the authorization of the shareholders' general meeting, be subject to a resolution of a meeting of the board of directors at which more than two-thirds of directors are present.

After purchasing its own shares in accordance with these requirements, a company shall, under the circumstance set forth in item (1), cancel them within ten (10) days after the purchase; while under the circumstance set forth in either item (2) or (4), transfer or cancel them within six (6) months; and while under the circumstance set forth in item (3), (5) or (6), aggregately hold not more than ten percent (10%) of the total shares that have been issued by the company, and transfer or cancel them within three (3) years.

A listed company purchasing its own shares shall perform the obligation of information disclosure in accordance with the requirements of the Securities Laws of the People's Republic of China and under any of the circumstances set forth in items (3), (5) and (6) of Clause 1 shall carry out trading in a public and centralized manner.

The Company shall repurchase its issued shares in accordance with the requirements under Article 30 to Article 34 of the Articles.

If there is any provision imposed by any securities regulatory authority of the place where the shares of the Company are listed in respect of share repurchase, such provision shall also be complied with.

Article 30 The Company may repurchase its shares in any of the following methods:

making a repurchase offer to all shareholders on a pro rata basis;
repurchasing in the open market on a stock exchange;
repurchasing through contractual arrangements outside a stock exchange;
other methods as permitted by the laws, administrative regulations and the regulatory authorities.

Article 31 Where the Company repurchases its shares through contractual arrangements outside a stock exchange, it shall seek prior approval of the shareholders at the shareholders' general meeting in accordance with the Articles. The Company may terminate or amend a contract so entered or waive any of its rights thereunder with the prior approval by shareholders at shareholders' general meeting obtained in the same manner.

The contract to repurchase shares as referred to in the preceding paragraph includes (but not limited to) an agreement to assume the obligation to repurchase shares and acquire the right to repurchase shares.

The Company shall not assign a contract for repurchase of its shares or any of its right thereunder.

Where the Company has the power to purchase for redemption a redeemable share:

purchases not made through the market or by a tender shall be limited to a maximum price; and
if purchases are made by tender, tender shall be available to all shareholders alike.

Article 32 For shares legally repurchased by the Company which shall be cancelled in accordance with the law, it shall be cancelled within the period prescribed by laws and the administrative regulations of the People's Republic of China, and the Company shall apply to the original company registration authority for registration of the change of its registered share capital.

The amount of the registered share capital of the Company shall be reduced by the aggregate nominal value of those cancelled shares.

Article 33 The Company shall not accept any of its shares as a security under a pledge.

Article 34 Unless the Company is in the course of liquidation, it shall comply with the following provisions when repurchasing its issued shares:

where the Company repurchases its shares at nominal value, the amount of the total nominal value shall be deducted from the balance of the distributable profits of the Company or out of the proceeds of a fresh share issue made for that purpose;

where the Company repurchases its shares at a premium, an amount equivalent to the total nominal value shall be deducted from the balance of the distributable profits of the Company or out of the proceeds of a fresh share issue made for that purpose. Payment of the portion in excess of the nominal value shall be effected as follows:
1. if the shares repurchased were issued at nominal value, payment shall be made out of the balance of the distributable profits of the Company;
2. if the shares repurchased were issued at a premium, payment shall be made out of the balance of the distributable profits of the Company or the proceeds of a fresh share issue made for that purpose, provided that the amount paid out of the proceeds of the fresh issue may not exceed the aggregate of premiums received by the Company on the issue of the shares repurchased or the current balance of the capital reserve account of the Company (including the premiums from the fresh issue);
payment by the Company in consideration for the following purposes shall be made out of the distributable profits of the Company:
1. acquisition of rights to repurchase shares;
2. variation of any contract to repurchase shares;
3. release of any obligation under any contract to repurchase shares;
after the registered capital of the Company has been reduced by the total nominal value of the cancelled shares in accordance with the relevant provisions, the amount deducted from the distributable profits of the Company for repurchase on the part of the nominal value of the shares, shall be transferred to the capital reserve account of the Company.

Where the laws, regulations and relevant requirements of the securities regulatory authorities in the place where the shares of the Company are listed have any other provisions in respect of the financial arrangement related to the aforesaid share repurchase, such provisions shall prevail.

Chapter 5 Financial Assistance for the Purchase of Company's Shares

Article 35 The Company or its subsidiaries shall not provide any financial assistance in any forms at any time to a person who purchases or intends to purchase shares of Company. The foregoing person purchasing the shares of the Company shall include the person assuming direct or indirect obligations due to the purchase of the shares of the Company.

The Company or its subsidiaries shall not provide the financial assistance in any forms to a person at any time for the purpose of minimizing or discharging any obligation of the foregoing obligor.

The stipulation of this article is not applicable to the circumstances mentioned in Article 37 of the Articles.

Article 36 The financial assistance mentioned herein shall include (but not limited) to the following methods:

gift;
guarantee (including the assumption of liability or provision of assets by the guarantor to guarantee the performance of obligations by the obligor), indemnity (other than compensation in respect of the Company's own fault) or release or waiver of rights;
provision of loan or conclusion of any other contract under which the obligations of the Company are to be fulfilled prior to the obligations of another party, or the novation of, or the assignment of rights arising under, such loan or contract, etc.;
any other form of financial assistance provided by the Company when the Company is insolvent or has no net assets or when its net assets would thereby be materially reduced.

Assumption of obligations mentioned herein shall include the assumption of obligations by the obligor by concluding a contract or making any arrangement (whether or not such contract or arrangement is enforceable and whether or not such obligation is assumed by the obligor on his own account or jointly with any other person) or by changing its financial position in any other way.

Article 37 The following acts shall not be prohibited for the purpose of Article 35 of the Articles:

the provision of financial assistance by the Company where the financial assistance is provided faithfully in the interests of the Company, and the principal purpose of the provision of the financial assistance is not for the purchase of shares of the Company, or the provision of the financial assistance is an incidental part of an overall plan of the Company;
the lawful distribution of the assets of the Company by way of dividends;
the distribution of dividends by way of bonus shares;
the reduction of registered capital, a repurchase of shares of the Company or a reorganization of the shareholding structure of the Company, etc., in accordance with the Articles;
the granting of loan by the Company within the scope of business and in the ordinary course of business (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are thereby reduced, the financial assistance is provided out of the distributable profits of the Company);
the provision of the contribution by the Company to employees shares scheme (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are thereby reduced, the financial assistance is provided out of the distributable profits of the Company).

Chapter 6 Share Certificates and Register of Shareholders

Article 38 Share certificates issued by the Company are the certificates of title for shares held by a shareholder.

Article 39 Share certificates of the Company shall be in registered form.

The following shall be specified in the share certificates of the Company:

the name of the Company;
the date of incorporation of the Company;
the class and nominal value of the shares and the number of shares represented;
the certificate number of the share certificate;

any other matters required to be specified under the Company Law, Special Provisions and the stock exchange(s) where the Company's shares are listed.

The Company may issue overseas listed foreign shares in form of foreign depository receipts or other derivative means of shares in accordance with the laws and the practice of registration and depository of securities in the place of listing.

Article 40 The shares of the Company may be transferred, donated, inherited and pledged in accordance with the applicable laws, administrative regulations and the Articles.

The transfer of shares shall be registered with the share registrar appointed by the Company.

Article 41 The share certificates shall be signed by the chairman of the board of directors. Where the signatures of other senior management members of the Company are required by the stock exchange(s) where the shares of the Company are listed, the share certificates shall also be signed by such senior management members. The shares certificates of the Company shall take effect upon the Company's seal (including the securities seal) being affixed or printed thereon. The affixture of the seal or the securities seal of the Company on the share certificate shall be authorized by the board of directors. The signatures of the chairman of the board of directors or other relevant senior management members appearing on the share certificate may also be printed.

In case the shares of the Company are issued and transacted in a scriptless manner, stipulations of the securities regulatory authorities or stock exchange(s) in the jurisdiction where the shares of the Company are listed shall apply.

Article 42 The Company shall maintain a register of shareholders, which shall contain the following particulars:

the name (title), address (residence), and occupation or nature of each shareholder;
the class and number of shares held by each shareholder;
the amount paid or payable on the shares held by each shareholder;
share certificate numbers of the shares held by each shareholder;
the date on which each shareholder was registered as a shareholder;
the date on which each shareholder ceased to be a shareholder.

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

Article 43 The Company may, pursuant to any understanding or agreement reached between the securities regulatory authority under the State Council and overseas securities regulatory authorities, keep the register of the holders of overseas listed foreign shares in any place outside the PRC, and entrust its administration to an overseas agency. The original register of holders of the overseas listed foreign shares listed on Hong Kong shall be kept in Hong Kong.

The Company shall keep a copy of the register of holders of the overseas listed foreign shares at the domicile of the Company; the entrusted overseas agent shall ensure that the original and duplicates of the register of holders of overseas listed foreign shares are consistent at all times.

Where the original and duplicates of the register of holders of overseas listed foreign shares are not consistent, the original version shall prevail.

Article 44 The Company shall keep a complete register of shareholders.

The register of shareholders shall include the followings:

the register of shareholders maintained at the domicile of the Company (other than those parts as described in items (2) and (3) of this Article);
the register of holders of overseas listed foreign shares of the Company maintained at the place where the overseas stock exchange on which the shares are listed is located;
the register of shareholders maintained at such other place as the board of directors may consider necessary for the purpose of listing of the shares of the Company.

Article 45 Various parts of the register of shareholders shall not overlap one another. No transfer of the shares registered in any part of the register shall, during the term of that registration, be registered in any other part of the register of shareholders. This article shall not be applicable to the registration of changes of the register of shareholders upon the new issuance of shares as mentioned in Article 27 of the Articles.

Alteration or rectification of each part of the register of shareholders shall be made in accordance with the laws of the place where such part of the register of shareholders is kept. The Company shall ensure that the following statements are included in all title documents (including share certificate) relating to its securities listed on the Hong Kong Stock Exchange, and shall instruct and procure its share registrar to reject the registration of the subscription, acquisition or transfer of shares in the name of any individual holder unless and until such holder submit the duly signed form relating to such shares to the share registrar. The form shall contain the following statements:

the purchaser of shares and the Company and each of the shareholders, and the Company and each of the shareholders agree to observe and comply with the requirements in the Company Law, Special Regulations and other relevant laws, regulations and the Articles;
the purchaser of shares agrees with the Company, each of the shareholders, directors, supervisors and senior management of the Company, and the Company, acting on behalf of itself and each of directors, supervisors and senior management of the Company, agrees with each of the shareholders that, all disputes and claims arising from the Articles, or disputes and claims of rights in relation to the affairs of the Company arising from any rights or obligations under the Company Law or other relevant laws and regulations of the People's Republic of China shall be referred to arbitration in accordance with the provisions of the Articles, and that any referral to arbitration shall be deemed as an authorisation to an arbitral court to hold a public hearing and announce its arbitration award to the public. Such award shall be final and conclusive;
the purchaser of shares agrees with the Company and each of the shareholders of the Company that the shares of the Company shall be freely transferable;
the purchaser of shares authorizes the Company to enter into a contract on his/her behalf with each of the directors and senior management, pursuant to which such directors and senior management undertake to observe and fulfil their responsibilities under the Articles to the shareholders.

All fully paid H Shares are freely transferable pursuant to the Articles. However, unless such transfer complies with the following requirements, the board of directors may refuse to recognize any instrument of transfer without any explanation:

the registration fee of each instrument of transfer which represents the maximum fees according to the then requirements of the Listing Rules (such amount shall not exceed the maximum fees permitted by the Hong Kong Stock Exchange in the Listing Rules form time to time) has been paid to the Company for the purpose of registering the instruments of transfer and other documents relating to or affecting the title to such shares;

the instrument of transfer only relates to H Shares;
the stamp duty payable on the instrument of transfer has already been paid;
the relevant share certificates and any evidences in relation to the right of the transferor to transfer such shares as reasonably requested by the board of directors have been provided;
if the shares are to be transferred to joint holders, the number of such joint holders shall not exceed four (4); and
the Company does not have any lien on the relevant shares.

In case the Company refuses to register the share transfer, the Company shall issue a notice on the refusal to register the share transfer to the transferor and the transferee within two months after the application for transfer is formally submitted.

All transfers of H Shares of the Company shall be effected with a written instrument of transfer in general or common format or such other format as acceptable to the board of directors (including the standard transfer instrument or transfer forms as prescribed by the Hong Kong Stock Exchange from time to time), and such instrument of transfer may only be signed by hand (in case the transferor or the transferee is a natural person) or affixed with the company's seal (in case the transferor or transferee is a legal person). If the transferor or transferee is a recognized clearing house or its agent, the instrument of transfer may be signed by hand or in mechanically printed form. All instruments of transfer shall be kept in the legal address of the Company, the address of the share registrar or such other places as the board of directors may specify from time to time.

Article 46 No changes to the register of shareholders due to transfer of shares shall be made within thirty (30) days prior to the date of the shareholders' general meeting or within five (5) days before the record date determined by the Company for the purpose of distribution of dividends.

Other regulations of the securities regulatory authorities of the place where the shares of the Company are listed shall prevail.

Article 47 In the course of the Company's convening a shareholders' general meeting, distribution of dividends, liquidation and engagement in other activities involving confirmation of equity, the board of directors shall designate a day to be the record date. Shareholders whose names appear in the register of shareholders at the end of the record date shall be the shareholders of the Company.

This article is not applicable to the registration of changes of the register of shareholders upon the new issuance of shares as mentioned in the Article 27 of the Articles.

Article 48 Any person who objects to the register of shareholders and requests to have his/her name (title) entered in or removed from the register of shareholders, may apply to a court of competent jurisdiction for rectification of the register of shareholders.

Article 49 Any person who is a registered shareholder or who requests to have his/her name (title) entered into the register of shareholders in respect of shares in the Company may, in the event that his/her share certificate (the "Original Share Certificate") has been lost, apply to the Company for a replacement new share certificate in respect of such shares (the "Relevant Shares").

If a holder of domestic shares has his/her share certificate lost and applies for a replacement, it shall be dealt with in accordance with the Company Law.

If a holder of overseas listed foreign shares has his/her share certificate lost and applies for a replacement, it may be dealt with in accordance with the relevant laws, the rules of the stock exchange or other relevant regulations of the place where the original register of holders of the overseas listed foreign shares is kept.

Where an H shareholder has lost his/her share certificate and applies for a replacement, the issue of the replacement certificate to the holder of such shares shall comply with the following requirements:

The applicant shall submit an application to the Company in prescribed form accompanied by a notary certificate or statutory declaration. The notary certificate or statutory declaration shall contain the grounds upon which the application is made and the circumstances and evidence of the loss of the share certificates as well as declaring that no other person shall be entitled to request to be registered as the shareholder in respect of the Relevant Shares.
No statement has been received by the Company from a person other than the applicant for having his/her name registered as a shareholder of the relevant shares before the Company decides to issue the replacement share certificate.
The Company shall, if it decides to issue a replacement share certificate to the applicant, make an announcement of its intention to issue the replacement share certificate in such newspapers designated by the board of directors; the announcement shall be made at least once in every thirty (30) days in a period of ninety (90) days.
Prior to the publication of its announcement of intention to issue a replacement share certificate, the Company shall deliver to the stock exchange where the Company is listed a copy of the announcement to be published. The Company may publish the announcement upon the receipt of confirmation from such stock exchange that the announcement has been exhibited at the premises of such stock exchange. The announcement shall be exhibited at the premises of such stock exchange for a period of ninety (90) days.

In case an application to issue a replacement share certificate has been made without the consent of the registered shareholder of the relevant shares, the Company shall send by post to such registered shareholder a copy of the announcement to be published.

If, upon expiration of the ninety (90)-day period referred to in items (3) and (4) of this article, the Company has not received from any person any objection to such application, the Company may issue a replacement share certificate to the applicant according to his/her application.
Where the Company issues a replacement share certificate under this article, it shall forthwith cancel the Original Share Certificate and enter the cancellation and replacement in the register of shareholders accordingly.
All expenses relating to the cancellation of an Original Share Certificate and the issue of a replacement share certificate by the Company shall be borne by the applicant. The Company may refuse to take any action until a reasonable guarantee is provided by the applicant.

Article 50 Where the Company issues a replacement share certificate pursuant to the Articles, the name (title) of a bona fide purchaser who obtains the aforementioned new share certificate or a shareholder who thereafter registers as the owner of such shares (in the case that he/she is a bona fide purchaser) shall not be removed from the register of shareholders.

Article 51 The Company shall not be liable for any damages suffered by any person from the cancellation of the Original Share Certificate or the issuance of the replacement share certificate, unless the claimant can prove that the Company had acted fraudulently.

Chapter 7 Rights and Obligations of Shareholders

Article 52 A shareholder of the Company shall be a person who legally holds shares of the Company and whose name (title) is registered in the register of shareholders.

A shareholder shall enjoy the relevant rights and assume the relevant obligations in accordance with the class and number of shares he/she holds. Shareholders of the same class of shares shall be entitled to the same rights and assume the same obligations.

In respect of joint shareholders, all joint shareholders of any shares shall be jointly liable to the payment of all the payables related to the relevant shares. In the event that one of the joint shareholders deceased, only the other surviving joint shareholders shall be deemed as the owners of the relevant shares. However, the board of directors is entitled to request the provision of the appropriate death certificate for the purpose of amending the register of shareholders. In respect of joint shareholders of any shares, only the joint shareholder whose name stands first on the register of shareholders shall be entitled to receive the certificate of the relevant shares and notices of the Company. Any notice served on the foregoing person shall be deemed as having served to all the joint shareholders of the relevant shares.

Article 53 The shareholders of ordinary shares of the Company shall be entitled to the following rights:

the right to dividends and other distributions in proportion to the number of shares held;
the right to attend or appoint a proxy to attend the shareholders' general meetings and to exercise the voting right;
the right to supervise and manage the business activities of the Company and to provide suggestions or raise inquiries;
the right to transfer shares in accordance with the requirements under the laws, administrative regulations and the Articles;
the right to obtain relevant information in accordance with the provisions of the Articles, including:
1. the right to obtain a copy of the Articles, subject to payment of the cost of such copy;
2. the right to inspect and copy, subject to the payment of a reasonable charge:
3. 1. all parts of the register of shareholders;
  2. personal particulars of each of the directors, supervisors, general manager and other senior management members, including:
  3. 1. present name and alias, and any former name and alias;
    2. principal residential address (domicile);
    3. nationality;

1. 1. primary and all other part-time occupations and positions; and
  2. identification documents and the numbers thereof;
2. status of the share capital of the Company;
3. reports showing the aggregate nominal value, quantity, maximum and minimum price paid in respect of each class of shares repurchased by the Company since the end of the last accounting year and the aggregate amount of cost incurred by the Company for this purpose;
4. minutes of shareholders' general meetings, meetings of the board of directors and meetings of board of supervisors;
5. counterfoils of the corporate bonds;
6. financial reports disclosed in form of public announcement.
in the event of the termination or liquidation of the Company, the right to participate in the distribution of remaining assets of the Company on pro rata basis based on their shareholdings;
with respect to shareholders who object to any resolution adopted at the shareholders' general meeting on the merger or division of the Company, the right to demand the Company to acquire the shares held by them;
in case of the shareholders individually or collectively holding not less than 3% (three percent) of the total shares of the Company, the right to propose provisional resolution in writing to the board of directors ten (10) days before the date of the shareholders' general meeting;
other rights conferred by the laws, administrative regulations and the Articles.

The Company shall not exercise its powers to freeze or otherwise impair any of the rights attaching to any shares by reason only that person or persons who are interested directly or indirectly therein have failed to disclose their interests to the Company.

If a shareholder requests to inspect or obtain the information as mentioned in the preceding paragraph, he/she shall provide a written proof to indicate the class and number of the shares held. After the verification of the identity of the shareholder, the Company shall provide such information at the request of the shareholder.

Article 54 The shareholders of the ordinary shares of the Company shall assume the following obligations:

to abide by the laws, administrative regulations and the Articles;
to pay subscription fees according to the number of shares subscribed and the method of subscription;
not to withdraw the contributed capital unless required by the laws and regulations;
other obligations imposed by the laws, administrative regulations and the Articles.

Shareholders are not liable to make any further subsequent contribution to the share capital other than as agreed by the subscribers of the relevant shares on subscription.

Article 55 In addition to the obligations imposed by the laws and administrative regulations or required by listing rules of the stock exchange(s) where the shares of the Company are listed, a controlling shareholder, when exercising his/her rights as a shareholder, shall not make decision to exercise his/her voting rights in respect of the following matters in a manner prejudicial to the interests of all or some of the shareholders of the Company:

to relieve a director or supervisor of his/her duty to act honestly in the best interests of the Company;
to approve the expropriation by a director or supervisor for his/her own benefit or for the benefit of another person, in any guise, of the assets of the Company, including but not limited to any opportunities beneficial to the Company;
to approve the deprivation of the individual rights of other shareholders by a director or supervisor for his own benefit or for the benefit of another person, including but not limited to any distribution rights and voting rights save pursuant to a reorganization submitted to the shareholders' general meeting for approval in accordance with the Articles.

Article 56 A controlling shareholder referred to in the preceding article means a person who satisfies one of the following conditions:

he/she alone, or acting in concert with others, has the power to elect not less than half of the members of the board of directors;
he/she alone, or acting in concert with others, has the power to exercise or to control the exercise of not less than thirty percent (30%) (including 30%) of the voting rights in the Company;

he/she alone, or acting in concert with others, holds not less than thirty percent (30%) (including 30%) of the issued and outstanding shares of the Company;
he/she alone, or acting in concert with others, in any other manner has de facto control of the Company.

Chapter 8 Shareholders' General Meeting

Article 57 The shareholders' general meeting is the organ of authority of the Company, and

shall exercise its functions and powers in accordance with the laws.

Article 58 The shareholders' general meeting shall exercise the following functions and powers:

to decide on the operating policies and investment plans of the Company;
to elect and replace directors, and to determine the remuneration of the relevant directors;
to elect and replace shareholder representative supervisors, and to determine the remuneration of the relevant supervisors;
to consider and approve the reports of the board of directors;
to consider and approve the reports of the board of supervisors;
to consider and approve the proposed annual financial budgets and final accounts of the Company;
to consider and approve the profit distribution plans and loss recovery plans of the Company;
to adopt resolutions on any increase or reduction of the registered capital of the Company;
to adopt resolutions on matters such as merger, division, dissolution, liquidation or change of corporate form of the Company;
to adopt resolutions on the issuance of bonds by the Company;
to adopt resolutions on the appointments, dismissals or non-reappointments of accounting firm;
to amend the Articles;

	(13)	to consider and approve proposals made by shareholders representing not less
		than three percent (3%) (including 3%) of the voting shares of the Company
		separately or in aggregate;
	(14)	to consider and approve any single guarantee provided by the Company with
		an amount exceeding 10% of the latest audited net assets of the Company, or
		any external guarantee with a total amount reaching or exceeding 30% of the
		latest audited total assets of the Company, or any external guarantee provided
		by the Company and its subsidiaries with a total amount reaching or exceeding
		50% of the latest audited net assets of the Company and such subsidiaries, or
		any external guarantee provided to any party with a gearing ratio of over 70%;
	(15)	to consider and approve acquisition or disposal of any material asset with an
		amount exceeding 30% of the latest audited total assets of the Company within
		one year;
	(16)	to consider and approve share incentive scheme;
	(17)	to determine other matters to be resolved by the shareholders' general meeting
		as provided by the laws, administrative regulations, listing rules of the stock
		exchange(s) where the shares of the Company are listed and the Articles.
	For matters to be decided at the shareholders' general meeting as prescribed by the
	laws, administrative regulations and the Articles, such matters have to be reviewed
	at the shareholders' general meeting so as to ensure that the shareholders of the
	Company have a right to decide over those matters. When it is deemed necessary
	and reasonable, in relation to resolutions that have been made but their relevant
	specific matters cannot be decided upon during the shareholders' general meeting,
	the shareholders' general meeting may authorize the board of directors to decide
	upon such matters within the scope of authorization by the shareholders' general
	meeting.
Article 59	Without the prior approval of the shareholders' general meeting, the Company shall
	not enter into any contract with any party (other than the directors, supervisors,
	general manager and other senior management members) regarding the transfer of
	the management of all or any major part of the Company's businesses to such party.
Article 60	A shareholders' general meeting shall either be an annual general meeting or
	an extraordinary general meeting. The shareholders' general meetings shall be
	convened by the board of directors. The annual general meeting is convened
	once a year and shall be held within six (6) months from the end of the preceding
	accounting year.
	Upon the occurrence of any of the following circumstances, the Company shall
	convene an extraordinary general meeting within two (2) months:
	(1)	when the number of directors falls below the number stipulated in the
		Company Law or two-thirds (2/3) of the number specified in the Articles;

when the unrecovered losses of the Company amount to one-third (1/3) of the total amount of its paid-in share capital;
when any shareholder holding not less than ten percent (10%) (including 10%) of the issued and outstanding shares of the Company carrying voting rights requests in writing for the convening of an extraordinary general meeting;
when deemed necessary by the board of directors or when requested by the board of supervisors;
other circumstances provided by the laws, administrative regulations, departmental rules, securities regulations in the place where the shares of the Company are listed and the Articles.

Article 61 A written notice of a shareholders' general meeting convened by the Company shall be given to all shareholders whose names appear in the register of shareholders, forty five (45) days prior to the convening of such meeting (inclusive of the day on which the meeting is held), specifying the matters to be considered at the meeting and the date and venue of the meeting. A shareholder who intends to attend the shareholders' general meeting shall deliver a written reply slip confirming his intention to attend the meeting to the Company twenty (20) days before the meeting is held.

Article 62 When the Company convenes the shareholders' general meeting, shareholders holding not less than three percent (3%) (including 3%) of the total shares of the Company with voting rights are entitled to put forward new proposals in writing to the Company within ten (10) days before the shareholders' general meeting, and the Company shall include such proposals into the agenda for such shareholders' general meeting if such matter falls within the functions and powers of shareholders' general meeting.

Article 63 The Company shall calculate the number of voting shares represented by shareholders who intend to attend the shareholders' general meeting based on the written replies received by the Company twenty (20) days before the date of the shareholders' general meeting. In the event that the number of voting shares represented by shareholders who intend to attend the meeting is not less than half (1/2) of the total number of the voting shares of the Company, the Company may convene the shareholders' general meeting; if not, the Company shall, within five

days, notify shareholders again of the matters to be considered at the meeting, and the date and venue for, the meeting by public announcement. The Company may convene the shareholders' general meeting after such announcement has been made.

An extraordinary general meeting shall not decide on any matter not stated in the notice of the meeting.

Article 64 A notice of a shareholders' general meeting shall meet the following criteria:

it shall be made in writing;
it shall specify the venue, date and time of the meeting;
it shall set out the matters for consideration at the meeting;
it shall provide the shareholders with such information and explanation which are necessary for the shareholders to make an informed decision on the proposals put before them. This principle shall include (but not limited to), where a proposal is made by the Company for merger, repurchase of shares, capital reorganization, or reorganization of the Company in any other way, the specific terms and contract (if any) of the proposed transaction shall be provided and its reason and effect shall be clearly explained;
it shall disclose the nature and extent of the material interests if any director, supervisor, general manager and other senior management members are materially interested in the matters for discussion. If the effects of the matters for discussion on them in their respective capacity as shareholders are different from the effects to other shareholders of the same class, the difference shall be explained;
it shall set out the full text of any special resolution to be proposed at the meeting;
it shall contain a prominent written statement that a shareholder eligible for attending and voting is entitled to appoint proxy(ies) to attend and vote on his/ her behalf in writing and that a proxy needs not be a shareholder;
it shall specify the time and place for the delivery of the proxy forms for the relevant meeting;
it shall specify the name and telephone number of the contact person of the meeting.

Article 65 Unless otherwise stipulated by the Articles, a notice of a shareholders' general meeting shall be served to shareholders or announced in accordance with the Chapter 20 (regardless of whether they are entitled to vote at the shareholders' general meeting).

A notice of the shareholders' general meeting may also be given by way of announcement. The announcement mentioned in the preceding paragraph shall be (i) (in respect of the holders of domestic shares) published in one or more newspapers designated by the securities regulatory authority under the State Council, once the announcement is published, all holders of domestic shares shall be deemed to have received such notice of the shareholders' general meeting; or (ii) (in respect of the shareholders of overseas listed shares) posted on the websites of the Hong Kong Stock Exchange and the Company in compliance with the laws, regulations and the relevant requirements of the securities regulatory authorities where the shares of the Company are listed within a period of forty five (45) to fifty (50) days prior to the meeting. In such circumstance, the notice of the shareholders' general meeting shall be regarded as received by relevant shareholders of overseas listed shares.

Article 66 The accidental omission to give notice of a meeting to, or the failure to receive the notice of a meeting by, any person entitled to receive such notice, shall not invalidate the meeting and the resolutions adopted in the meeting.

Article 67 Any shareholder entitled to attend and vote at a shareholders' general meeting shall have the right to appoint one or several persons (who may not be shareholders) to act as his/her proxy to attend and vote at the meeting on his/her behalf. The proxy(ies) so appointed by the shareholder may, pursuant to the instructions of the shareholder, exercise the following rights:

the right to speak of the shareholder at the shareholders' general meeting;
the right to demand a vote by way of poll individually or jointly with others;
unless otherwise required by the Articles, the right to exercise voting rights by show of hands or by poll, provided that where more than one proxy is appointed, the proxies may only exercise such voting rights by poll.

Where a shareholder is a recognized clearing house (or its agent) as defined under the relevant laws and regulations governing the place of listing, such shareholder may authorize one or more persons as he deems appropriate to act on his/her behalf at any shareholders' general meeting or class meeting; however, if not less than one person are authorized, the power of attorney shall specify the number and class of shares represented by each of such persons. The persons so authorized may exercise rights on behalf of the recognized clearing house (or its agent) (without being required to present the share certificate, notarized power of attorney and/or further evidence of due authorization), as if such persons were the individual shareholders of the Company.

Article 68 Shareholders shall appoint a proxy in writing which is signed by the appointer or his/her agent so authorized in writing; where the appointer is a legal person or other entity, sealed by the stamp of the legal person or signed by its director or proxy so officially authorized. The power of attorney shall state the number of shares represented by such proxy in the content and format required by the Articles. In the case that more than one proxy is appointed, the power of attorney shall state the respective number of shares represented by each proxy of the shareholder.

Article 69 The instrument for appointing a voting proxy shall be kept at the domicile of the Company or at such other place as specified for that purpose in the notice of the meeting, not less than twenty four (24) hours before the time for convening the meeting or not less than twenty four (24) hours before the time for the passing of the resolution. If such instrument is signed by a person authorized by the appointer, the power of attorney or other authorization documents shall be notarized. The notarized power of attorney or other authorization documents, shall be kept together with the instrument for appointing a voting proxy at the domicile of the Company or at such place specified in the notice of the meeting.

If the appointer is a legal person, its legal representative or such person as authorized by resolution of its board of directors or other governing body may attend the shareholders' general meeting of the Company as a representative of the appointer.

Article 70 Any instrument issued by the board of directors of the Company to the shareholders for the purpose of appointing a proxy shall be in such format as to enable the shareholders to freely instruct the proxy to vote in favour of or against the resolutions, and instructions shall be given in respect of each individual resolution to be voted on at the meeting. The instrument of proxy shall contain a statement that in the absence of instructions by the shareholders, the proxy may vote as he/she thinks fit.

Article 71 Where the appointer has deceased, incapacitated to act, withdrawn the appointment or the power of attorney, or where the relevant shares have been transferred prior to the voting, a vote given by the proxy in accordance with the letter of proxy shall remain valid provided that no written notice of such event has been received by the Company prior to the commencement of the relevant meeting.

Article 72 Resolutions of the shareholders' general meeting shall be classified as ordinary resolutions and special resolutions.

An ordinary resolution of the shareholders' general meeting shall be passed by an affirmative vote of not less than half (1/2) of the total number of voting shares being held by the shareholders who are present at the meeting (including proxies).

A special resolution of the shareholders' general meeting shall be passed by an affirmative vote of not less than two-thirds (2/3) of the total number of voting shares being held by the shareholders who are present at the meeting (including proxies).

A shareholder (including proxy) present at a shareholders' general meeting shall clearly indicate his/her voting intention whether he/she would vote for or against each individual resolution which is put on the vote. No blank votes and abstention votes will be counted as valid votes for the purpose of votes counting of the resolution.

Article 73 A shareholder (including proxy), when voting at the shareholders' general meeting, may exercise voting rights in accordance with the number of shares carrying the right to vote. Each share shall have one vote. However, the shares of the Company held by itself shall carry no voting rights, and shall be excluded from the total number of voting shares at the shareholders' general meeting.

Any vote at the shareholders' general meeting must be taken by poll except proposals relating to procedural or administrative matters of the shareholders' general meeting where the chairman of the meeting could decide to be voted by a show of hands.

Article 74 Where a poll is demanded on the matters relating to the election of chairman or the adjournment of the meeting, a poll shall be taken forthwith. Where a poll is demanded on any other matters, it shall be taken at such time as the chairman of the meeting may decide, and the meeting may proceed to discuss other matters, while the results of the poll shall still be regarded a resolution passed at that meeting.

Article 75 When a poll is taken at a meeting, a shareholder (including proxy) entitled to two

(2) or more votes need not cast all his/her votes in the same way.

Article 76 Where the number of votes for and against are equal, the chairman of the meeting shall be entitled to cast one (1) additional vote, irrespective of voting by show of hands or by poll.

Article 77 The following matters shall be passed by way of ordinary resolutions at the shareholders' general meeting:

the work reports of the board of directors and the board of supervisors;
the plans proposed by the board of directors for the distribution of profits and for making up losses;
the appointment and removal of the members of the board of directors and members of the board of supervisors (other than employee supervisor(s)) and their remuneration and method of payment thereof;
the annual financial budgets and final accounts, balance sheets, income statements and other financial statements of the Company;
other matters other than those required by the laws, administrative regulations or by the Articles to be approved by special resolution.

Article 78 The following matters shall be approved by way of special resolutions at the shareholders' general meeting:

the increase or reduction of registered share capital of the Company and the issue of shares of any class, warrants and other similar securities;
the issue of corporate bonds;
the division, merger, dissolution and liquidation and change of the corporate form of the Company;
the external guarantee which is subject to the review and approval of the shareholders' general meeting;
acquisition and disposal of any material assets with an amount exceeding 30% of the latest audited total assets of the Company within one year;
any share incentive plan;
amendments to the Articles;
other matters required by the laws, administrative regulations, the listing rules of the place where the shares of the Company are listed or the Articles and considered by a shareholders' general meeting, by way of ordinary resolution, to have a substantial impact on the Company and require the approval by special resolution.

Article 79 Resolutions passed at a shareholders' general meeting shall comply with the laws and administrative regulations of the PRC and the relevant requirements of the Articles.

Article 80 Shareholders who request the convening of extraordinary general meetings or class meetings shall follow the procedures listed below:

Shareholders holding an aggregate of not less than ten percent (10%) (including 10%) shares carrying voting rights at such proposed meeting may, upon signing one or more written requests with the same content and format, request the board of directors to convene an extraordinary general meeting or class meeting and state the subject of the meeting. Shares held by the abovementioned shareholders shall be calculated as at the date of submitting the written request.
Upon receiving the above written request, the board of directors shall, in accordance with laws, administrative regulations and the Articles and based on the actual circumstances, decide whether to convene a shareholders' general meeting or not, and inform the proposer of the decision within ten (10) days upon the receipt of such request.

If the board of directors agrees to convene the shareholders' general meeting, it shall issue a notice of meeting. Any changes made to the proposed resolution set out in the notice shall be subject to the approval of the proposer. After the issue of the notice, the board of directors shall not add any new resolutions or, without the consent of the proposer, change the time of the shareholders' general meeting.
If the board of directors objects to convene the extraordinary general meeting, or fails to response within 10 days upon the receipt of the request, a single shareholder or shareholders holding an aggregate of not less than 10% shares of the Company may propose to the board of supervisors to convene an extraordinary general meeting and such request shall be proposed to the board of supervisors in written form.
If the board of supervisors agrees to convene an extraordinary general meeting, it shall issue a notice of such general meeting within five days upon the receipt of the request. Any change of any proposal in the notice shall be subject to the consent of related shareholders.
If the board of supervisors fails to issue a notice of such general meeting within the specified period, it is regarded that the board of supervisors will not convene and chair a general meeting and shareholders individually or jointly holding not less than 10% shares of the Company for more than 90 consecutive days may convene and chair a general meeting.
If shareholders holding an aggregate of not less than ten percent (10%) (including 10%) shares carrying voting rights at such proposed meeting decide to convene an extraordinary general meeting, they shall inform the board of directors in writing and the notice of meeting shall comply with Articles 61, 62, 63, 64, 65 and etc. herein. No new resolution shall be added in such notice, otherwise the request for the convening of the shareholders' general meeting shall be proposed again to the board of directors pursuant to the procedures mentioned in item (1) of this Article.
If shareholders holding an aggregate of not less than ten percent (10%) (including 10%) shares carrying voting rights at such proposed meeting convene a shareholders' general meeting, they shall use reasonable endeavours to ensure that all shareholders are informed of the meeting and the proposals thereat, and that the meeting is convened in a manner as similar as possible to the manner in which a shareholders' general meeting is convened by the board of directors.

If shareholders holding an aggregate of not less than ten percent (10%) (including 10%) shares carrying voting rights at such proposed meeting or the board of supervisors convene a meeting due to the failure of the board of directors to do so on request as mentioned above, the reasonable expenses incurred shall be borne by the Company and deducted from any sums owed by the Company to such default directors.

Article 81 A shareholders' general meeting shall be convened and chaired by the chairman of the board of directors. If the chairman of the board of directors is unable to attend the meeting, the board of directors may appoint a director to convene and chair the shareholders' general meeting on his/her behalf. If no chairman of a meeting is appointed, shareholders present at the meeting may elect one person as the chairman of the meeting. If no chairman of the meeting is elected by shareholders for any reason, the shareholder present at the meeting holding the largest number of voting shares (including his/her proxy) shall be the chairman of such meeting.

A shareholders' general meeting convened by the shareholders themselves shall be chaired by a representative elected by the convening shareholders.

A shareholders' general meeting convened by the board of supervisors shall be chaired by the chairman of the board of supervisors. If the chairman of the board of supervisors is unable or fails to perform his/her duties, a supervisor elected by not less than half of supervisors shall chair the meeting.

When a shareholders' general meeting is held and the chairman of the meeting violates the rules of procedures such that the shareholders' general meeting cannot proceed, a person may be elected to chair and proceed with the meeting, subject to the approval of the shareholders entitled to more than half of the voting rights present at the meeting.

Article 82 The chairman of the meeting shall decide whether a resolution has been passed based on the voting results, and his/her decision shall be final, and the voting results shall be announced at the meeting and recorded in the minutes of meeting.

Article 83 In the event that the chairman of the meeting has any doubt as to the result of a resolution put forward to the vote, he/she may have the votes counted. In the event that the chairman of the meeting fails to have the votes counted, any shareholder present in person or by proxy objects to the result announced by the chairman of the meeting may demand the votes be counted immediately after the announcement of the voting result, and the chairman of the meeting shall have the votes counted immediately.

Article 84 In the event that the votes are counted at the shareholders' general meeting, the counting results shall be recorded in the minutes of the meeting.

The minutes of the meeting together with the attendance records signed by the attending shareholders and the proxy forms for proxies attending the meeting shall be kept at the domicile of the Company.

Article 85 Photocopies of the minutes of the meeting shall be available for inspection during business hours of the Company by any shareholder free of charge. If a shareholder demands from the Company a photocopy of such minutes, the Company shall send a photocopy to him/her within seven (7) days after receipt of reasonable charges.

Article 86 Where a shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution or be restricted to voting only for or against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.

Chapter 9 Special Procedures for Voting by Class Shareholders

Article 87 Shareholders holding different classes of shares shall be class shareholders.

Class shareholders shall be entitled to the rights and assume obligations pursuant to the provisions of laws, administrative regulations and the Articles.

Article 88 Any variation or abrogation of the rights of any class shareholders proposed by the Company may only come into effect upon the approval by a special resolution at a shareholders' general meeting and approval by the affected classes of shareholders at separate meetings convened in accordance with Articles 90 to 94 of the Articles.

Article 89 The following circumstances shall be deemed to be a variation or abrogation of the rights of a certain class shareholders:

an increase or reduction in the number of shares of such class, or an increase or reduction in the number of shares of a class having voting rights, distribution rights or other privileges equal or superior to the shares of such class;
a conversion of all or part of the shares of such class into those of another class, or vice versa, or a grant of such conversion rights;
the removal or reduction of rights to accrued dividends or rights to cumulative dividends attached to the shares of such class;
the reduction or removal of a dividend preference or a priority to the distribution of property during liquidation attached to shares of such class;
the addition, removal or reduction of conversion rights, options, voting rights, right of transfer, pre-emptive rights or rights to obtain securities of the Company attached to shares of such class;
the removal or reduction of rights attached to shares of such class to receive payments payable by the Company in a particular currency;
the creation of a new class of shares having voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;
the restriction on the transfer or ownership of the shares of such class or any addition to such restriction;

the issuance of rights to subscribe for, or convert into, shares of such class or another class;
the increase of the rights and privileges of shares of another class;
the restructuring of the Company where the proposed restructuring will result in different classes of shareholders bearing a disproportionate degree of liability;
the variation or abrogation of the provisions of this chapter.

Article 90 Shareholders of the affected class, whether or not having the right to vote at the shareholders' general meetings, shall nevertheless have the right to vote at class meetings in respect of matters concerning paragraphs (2) to (8), (11) and (12) of Article 89 of the Articles, but interested shareholder(s) shall not be entitled to vote at class meetings.

The interested shareholders referred to in the preceding paragraph have the following meanings:

In the case of a repurchase of its own shares by the Company by making offers to all shareholders on a same pro rata basis or through public dealing on a stock exchange in accordance with Article 30 herein, "interested shareholder" shall refer to the controlling shareholder as defined in Article 56 herein;
In the case of a repurchase of its own shares by the Company through an off- market agreement outside a stock exchange in accordance with Article 30 herein, "interested shareholder" shall refer to the shareholder to which the proposed agreement relate to;
In the case of a restructuring of the Company, "interested shareholder" shall refer to a shareholder within a class who bears liabilities in a proportion less than the burden imposed on other shareholders of that class or who has interests different from those held by other shareholders of the same class.

Article 91 A resolution of a class meeting shall only be passed in accordance with Article 90 herein by the votes of shareholders present at the class meeting who represent not less than two-thirds (2/3) of voting rights.

Article 92 A written notice of a class meeting convened by the Company shall be issued to all shareholders of such class whose names appear on the register of shareholders forty-five (45) days before the date of the class meeting (including date of meeting), specifying the matters to be considered and the date and venue of the meeting. Shareholders who intend to attend the meeting shall serve the written reply to the Company twenty (20) days prior to the date of the meeting.

If the number of shares carrying voting rights at such meeting held by shareholders who intend to attend such meeting reaches not less than half (1/2) of the total number of shares of that class carrying the voting rights at such meeting, the Company may convene such class meeting; if not, the Company shall further notify the shareholders by way of announcement within five (5) days thereof specifying the matters to be considered and the date and venue of the meeting. After such announcement is given, the Company may then convene the class meeting.

The quorum for any class meeting of the shareholders (other than an adjourned meeting) convened for the purpose of considering a variation of any class shares shall be the holders of at least one-third (1/3) of issued shares of such class.

Article 93 Notice of a class meeting shall only be delivered to the shareholders who are entitled to vote in such class meeting.

The procedures pursuant to which a class meeting is held shall, to the extent possible, be identical to the procedures according to which a shareholders' general meeting is held. Provisions of the Articles in relation to the procedures for convening the shareholders' general meeting shall be applicable to class meetings.

Article 94 In addition to the holders of other class shares, holders of domestic shares and overseas listed foreign shares are deemed to be shareholders of different classes.

The special procedures for approval by class shareholders shall not apply to the following circumstances:

where the Company issues, upon approval by a special resolution of its shareholders in the shareholders' general meeting, domestic shares and overseas listed foreign shares once every twelve (12) months, either separately or concurrently, and the respective numbers of domestic shares and overseas listed foreign shares proposed to be issued do not exceed twenty percent (20%) of the respective numbers of the issued domestic shares and overseas listed foreign shares;
where the Company completes, within fifteen (15) months from the date on which approval is given by China Securities Regulatory Commission or such period required by applicable regulations, its plan (made at the time of its establishment) to issue domestic shares and overseas listed foreign shares; or
where the shares of the Company held by the promoters are converted into foreign shares upon the approval by the securities regulatory authority of the State Council, and are listed and traded on any overseas stock exchange.

Chapter 10 Board of Directors

Article 95 The Company shall have a board of directors which shall consist of nine (9) to nineteen (19) directors, not less than half (1/2) of whom shall be external directors and not less than one-third (1/3) of whom shall be independent directors.

The board of directors shall have one (1) chairman, who shall be elected and removed by a majority of all of the directors. The term of office of the chairman shall be three (3) years and may be renewable upon re-election.

In accordance with the requirements under the laws, administrative regulations or the relevant regulatory authorities, or the needs of the Company, the board of directors may establish special committees.

Article 96 Directors shall be elected at the shareholders' general meeting with a term of office of three (3) years. Upon expiry of the term of office, a director may serve consecutive terms if re-elected.

A written notice containing the intention to nominate a person as a candidate of director and indicating his/her acceptance of such nomination shall be served to the Company no less than seven (7) days prior to convening of such meeting, and the minimum period for lodgement of such notice shall be no less than seven (7) days. The period for submitting the above notice shall commence from the date after the despatch of the notice of shareholders' general meeting in relation to the election of director, and end on the seventh (7th) day prior to the date of such shareholders' general meeting.

Subject to the requirements under the relevant laws and administrative regulations, the shareholders' general meeting may by ordinary resolution remove any director before the expiration of his term of office (but without prejudice to such director's rights to claim compensation based on any contract).

Subject to the laws and regulations of the PRC and other relevant requirements in the Articles, any person appointed by the board of directors to fill the temporary vacancy or as an additional member to the board of directors, shall hold office only until the next following annual general meeting of the Company and shall be eligible for re-election.

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

A director may resign before the expiration of his/her term of office. The director who resigns shall submit to the board of directors a written report in relation to his/ her resignation. In case that the number of directors falls below the legally required quorum as a result of the resignation of a director, the directors shall perform his/her duties as a director in accordance with the laws, administrative regulations and the Articles before the elected successor takes office.

Article 97 The board of directors shall be accountable to the shareholders' general meeting and exercises the following functions and powers:

to convene shareholders' general meetings and to report on its work to the shareholders' general meetings;
to implement the resolutions of the shareholders' general meetings;
to decide on the business plans and investment plans of the Company;
to formulate the annual financial budget and final accounts of the Company;
to formulate the plans for profit distribution and making up losses of the Company;
to formulate proposals for the increase or reduction of the registered capital and the issue of corporate bonds of the Company;
to formulate proposals for the acquisition and disposal of the material assets of the Company and plans for merger, division or dissolution of the Company;
to decide on the establishment of the internal management structure of the Company;
to appoint or remove the general manager and secretary to the board of directors of the Company, to appoint or remove senior management, such as the deputy general manager, chief financial officer, chief risk officer (risk control officer), chief compliance officer and assistant to the general manager based on the recommendations of the general manager, and to decide on their remuneration;
to formulate proposals for any amendment to the Articles;
to approve the guarantees which are not subject to the approval of the shareholders' general meeting;
to approve the acquisition and disposal of material assets of the Company which are not subject to the approval of the shareholders' general meeting;
to formulate the basic management system of the Company;

to determine other material matters and administrative matters, and to execute other significant agreements, except for the matters to be resolved at the shareholders' general meeting in accordance with the Company Law and the Articles;
to exercise other functions or powers conferred by the shareholders' general meeting and the Articles;
to propose the appointment or removal of accounting firm as the auditor of the Company to the shareholders' general meeting;
to manage the matters in relation to the information disclosure of the Company;
to decide the risk management system of the Company.

Except for the board's resolutions in respect of formulating proposals for the increase or reduction of the registered capital and the issue of corporate bonds of the Company, plans for merger, division or dissolution of the Company or proposals for any amendment to the Articles, which shall be passed by not less than two-thirds (2/3) of the directors, the board's resolutions in respect of all other matters shall be passed by not less than half of the directors.

The director shall abstain from voting on the board resolution in which he/she or any of his/her close associates (as defined in the Listing Rules) is interested. Such director shall not be counted in the quorum present at the relevant meeting. The director shall abstain from voting on any board resolution approving any contract, transaction, arrangement or any other proposals in which he/she or any of his/her close associates has a material interest. Such director shall not be counted in the quorum present at the relevant meeting.

Article 98 In cases where the expected value of fixed assets proposed for disposal by the board of directors, which aggregated with value of fixed assets disposed within four (4) months immediately before the proposed disposal, exceeds 33% of the fixed assets value set out in the latest balance sheet reviewed by the shareholders' general meetings, the board of directors shall not dispose or consent to dispose such fixed assets without the prior approval of the shareholders' general meeting.

For the purpose of this Article, the "disposal of fixed assets" shall include the transfer of certain interests in assets, but exclude the provision of guarantees by way of fixed assets.

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

Article 99 The chairman of the board of directors shall exercise the following functions and powers:

to preside over shareholders' general meetings and convene and preside over meetings of the board of directors;
to supervise the implementation of the resolutions passed at meetings of the board of directors;
to sign the securities issued by the Company;
to exercise other functions and powers conferred by the board of directors.

Should the chairman of the board of directors be unable to exercise his/her duties or powers, one (1) director elected by not less than half of the directors shall exercise such duties or powers.

Article 100 The board of directors shall hold at least four (4) meetings in each year, which shall be convened by the chairman of the board of directors. Notice of such meeting shall be served to all of the directors and supervisors at least fourteen (14) days before the date of the meeting. In case of emergency, an extraordinary board meeting may be held upon requisition by either the chairman, one third (1/3) or more of the directors or the board of supervisors or shareholders representing not less than one tenth (1/10) of voting rights or the general manager of the Company. In such case, an extraordinary board meeting shall be held and shall not be subject to the restriction regarding notice of meeting set out in Article 101 herein. All reasonable expenses incurred by the directors for attending the board meeting shall be borne by the Company.

In principle, the board meetings shall be held at the domicile of the Company. Chinese shall be the official language of board meeting. English and Chinese interpretation may be provided on site if necessary.

Article 101 The notice of the board meeting shall be given in the following manner:

Where the time and venue of regular board meetings have been specified by the board of directors in advance, a notice of meeting is not required.
Where the time and venue of board meetings have not been specified by the board of directors in advance, the chairman of the board of directors shall dispatch a written notice (including by hand or by means of mail, facsimile and email) specifying the time and venue of the board meetings to all directors and supervisors at least two (2) days before the board meetings, unless otherwise provided in Article 101 herein.
The notice shall be in Chinese with English translation if necessary, including the agenda of the meeting. Any director may waive his/her right to receive a notice of board meeting.

Article 102 Any significant matters subject to the resolution of the board of directors shall be provided with sufficient information and resolved in strict compliance with the required procedures. Directors may request additional information. Where one fourth (1/4) or more of the directors or two (2) or more external directors consider that the information is insufficient or the reasoning is unclear, they may jointly propose to adjourn the board meeting or adjourn the deliberation of some matters to be resolved, and the board of directors shall adopt such proposal.

An agenda and accompanying meeting documents of the regular board meeting shall be delivered, in full, to all directors in a timely manner and at least three (3) days before the intended date of a board or board committee meeting (or within other period as agreed).

The notice of meeting shall be deemed to have been served to a director if he/she has attended the meeting and has not raised any objection against the absence of such notice prior to or on his/her arrival for the meeting.

The regular and extraordinary board meetings may be held by the way of teleconferencing or via other telecommunication means. When a director is able to hear the speeches of other directors clearly and communicate with each other, all directors participating in the meeting shall be deemed to have attended the meeting in person.

Article 103 The quorum of the board meetings shall be not less than half (1/2) of all the directors (including any director appointed by another director as a representative by a written authorization of such director in accordance with these Articles).

Each director shall have one vote. The voting of board meetings shall be conducted by poll or by a show of hands. The resolutions of the board meeting shall be passed by more than half of all directors. Where the votes for and against are equal, the chairman of the meeting shall be entitled to cast one more vote.

Save for exception as provided in Note 1 of Appendix 3 to the Listing Rules or as permitted by the Hong Kong Stock Exchange, a director shall abstain from voting on any board resolution approving any contract or, arrangement or any other proposal in which he/she or any of his/her close associates (as defined in the Listing Rules) has a material interest nor shall be counted in the quorum present at the board meeting.

When a transaction between the Company or any of its subsidiaries and the controlling shareholder of the Company or any subsidiary of such controlling shareholder (excluding the Company and any of its subsidiaries) is being considered at a board meeting, any director, who also acts as director and/or senior management of the controlling shareholders of the Company or any subsidiaries of such controlling shareholder (excluding the Company and any of its subsidiaries), shall abstain from voting and shall not be counted in the quorum present at the relevant board meeting. Where the number of directors attending such board meeting fails to meet the quorum due to the above reason, the subject matter shall be proposed at the shareholder's general meeting for its consideration.

Please refer to the Listing Rules for the definition of "controlling shareholder" and "subsidiary" referred to herein.

If a substantial shareholder (as defined in the Listing Rules) or a director has a conflict of interest in a matter to be considered by the board of directors which the board of directors has determined to be material, such matter shall be dealt with by a physical board meeting rather than a written resolution. Independent non-executive directors who, and whose close associates (as defined in the Listing Rules), have no material interest in the transaction shall attend the relevant board meeting.

Article 104 All directors shall attend the board meetings in person. If a director is unable to attend due to certain reasons, he/she may appoint in writing another director to attend on his/her behalf, and the written authorization shall specify the scope of authorization.

A director who attends the meeting as a representative of another director shall exercise the right within the scope of authorization. If a director is unable to attend a board meeting in person and has not appointed a representative to attend on his/her behalf, he/she shall be deemed to abstain from voting at such meeting.

Article 105 Unless or otherwise specified in the Articles, the board of directors may adopt written resolutions instead of convening a board meeting, but the draft of such resolution shall be delivered to all directors by hand, by mail, telegraph or facsimile. If the relevant resolution has been delivered to all directors, and the number of directors signed on the resolution returned to the secretary to the board of directors in the above manner has reached the required quorum for such resolution, such resolution shall be regarded as a resolution of the board of directors and no board meeting is required to be held.

Article 106 The board of directors shall record the matters resolved at the board meeting and resolution passed without convening board meeting in Chinese and in the form of minutes. After the minutes are finalized, each director present at the board meeting and the recorder of the minutes shall sign on the minutes.

	The directors shall be responsible for the resolutions passed at the board meetings.
	If a resolution of the board meeting is in contravention of the laws, administrative
	regulations or the Articles, which results in material losses suffered by the
	Company, the directors involved in such resolution shall be liable to the Company
	for damages. However, if a director has proved that he/she has cast his/her vote
	against such resolution and it has been so recorded in the minutes of the meeting,
	he/she shall be exempted from the liability. If a director abstains from voting, or is
	absent and does not authorize others to attend, such director may not be exempted
	from the liability. If a director has expressed his/her opposition to such resolution
	but does not vote against such resolution, such director also may not be exempted
	from the liability.
	Minutes of the board meeting shall be recorded as the documents of the Company,
	which is available for inspection by any directors within a reasonable period after
	the delivery of a reasonable notice to the Company.
	Chapter 11 Secretary to the Board of Directors
Article 107	The Company shall have one (1) secretary to the board of directors, who shall
	be appointed or dismissed by the board of directors. As a senior management of
	the Company, the secretary to the board of directors shall report to the board of
	directors. The term of office of the secretary to the board of directors shall be three
	(3) years and renewable upon re-election.
Article 108	The secretary to the board of directors shall be a natural person with the requisite
	professional knowledge and experience, and shall be appointed by the board of
	directors. The primary responsibilities of the secretary to the board of directors
	include:
	(1) to ensure that the Company has maintained a complete set of constitutional
	documents and records;
	(2) to ensure the Company has prepared and submitted reports and documents
	required by the relevant authorities in accordance with the laws;
	(3) to ensure that the register of shareholders of the Company is properly
	maintained, and to ensure that persons who are entitled to obtain the relevant
	records and documents of the Company may obtain such records and
	documents in a timely manner.
Article 109	Directors or other senior management of the Company may act as the secretary to
	the board of directors of the Company concurrently. Accountants of the accounting
	firm engaged by the Company shall not act as the secretary to the board of directors
	of the Company concurrently.
	In the event that a director concurrently acts as the secretary to the board of
	directors and a certain act has to be performed separately by a director and the
	secretary to the board of directors, such person who is both a director and a
	secretary to the board of directors shall not perform such act in both capacities.

Chapter 12 General Manager and

Other Senior Management of the Company

Article 110 The Company shall have one (1) general manager, who shall be appointed or removed by the board of directors.

The Company shall have deputy general managers, chief financial officer, chief risk officer (risk control officer), secretary to the board of directors, compliance officer, assistants to general manager and other senior management recognized by the board of directors to assist the general manager. The general manager and secretary to the board of directors shall be nominated by the chairman of the board of directors, while deputy general managers, chief financial officer, chief risk officer (risk control officer), compliance officer, assistants to general manager and other senior management shall be nominated by the general manager and shall be appointed or dismissed by the board of directors.

Directors may act as the senior management of the Company concurrently.

Article 111 The general manager shall be accountable to the board of directors and shall exercise the following functions and powers:

to be in charge of the operation and management of the Company and to organize the implementation of the resolutions of the board of directors;
to organize the implementation of the annual business plans and investment plans of the Company;
to formulate plans for the establishment of the internal management structure of the Company;
to formulate plans for the establishment of the branches of the Company;
to formulate the basic management system of the Company;
to formulate basic rules and regulations of the Company;
to propose the appointment or removal of deputy general managers, chief financial officer, chief risk officer (risk control officer), compliance officer, assistants to general manager and other senior management;
to appoint or remove the management personnel other than those required to be appointed or removed by the board of directors;
to exercise other functions and powers conferred by the Articles and the board of directors.

Article 112 The general manager shall be present at the board meetings and is entitled to receive notices of such meeting and relevant documents. However, the general manager who is not a director shall have no voting right at the board meeting.

Article 113 In the exercise of their functions and powers, the general manager, deputy general managers, chief financial officer, chief risk officer (risk control officer), compliance officer, assistants to general manager and other senior management shall not amend any resolutions of the shareholders' general meetings or the board of directors, or act beyond the scope of their respective authority.

Article 114 In the exercise of their functions and powers, the general manager, deputy general managers, chief financial officer, chief risk officer (risk control officer), compliance officer, assistants to general manager and other senior management shall act in good faith and with diligence in accordance with the laws, administrative regulations and the Articles.

Article 115 The general manager, deputy general managers, chief financial officer, chief risk officer (risk control officer), compliance officer, assistant to general manager and other senior management shall give a notice in writing to the board of directors in advance in the event of resignation.

Chapter 13 Board of Supervisors

Article 116 The Company shall have a board of supervisors. The board of supervisors is a supervisory organization established by the Company, which shall be responsible for the supervision of the board of directors and its members, as well as the general manager, deputy general managers, chief financial officer, assistants to general manager and other senior management, preventing the abuse of powers and the infringement of legitimate rights and interests of the shareholders, the Company and employees.

Article 117 The board of supervisors shall consist of three (3) supervisors. The board of supervisors shall include shareholder representative supervisors and an appropriate proportion of employee representative supervisors who shall be no less than one- third (1/3) of the members of the board of supervisors. The board of supervisors shall have one (1) chairman. The term of office of supervisors shall be three (3) years and renewable upon re-election.

The appointment and removal of the chairman of the board of supervisors shall be approved by not less than two-thirds (2/3) of the members of the board of supervisors by way of resolution.

Chairman of the board of supervisors shall organize to perform the duties of the board of supervisors.

Article 118 The board of supervisors shall consist of one (1) shareholder representative supervisor and two (2) employee representative supervisors of the Company. The non-employee representative supervisor shall be elected and removed by the shareholders' general meetings; and the employee representative supervisors shall be elected and removed by the employees of the Company by means of democratic election.

Article 119 Directors, general manager, deputy general managers, chief financial officer and other senior management shall not act as supervisors concurrently.

Article 120 The board of supervisors shall convene meetings at least twice (2) a year, and the meeting shall be convened and presided over by the chairman of the board of supervisors.

Where the chairman of the board of supervisors is unable to perform or fails to perform his/her duties, a supervisor elected by not less than half of the supervisors shall convene and preside over the meetings of the board of supervisors.

Article 121 The board of supervisors shall be accountable to the shareholders' general meeting and shall exercise the following functions and powers in accordance with laws:

to examine the financial position of the Company;
to supervise the performance of duties by the directors, general manager and other senior management in violation of the laws, administrative regulations or the Articles;
to demand any director, general manager and other senior management of the Company to rectify behavior which is harmful to the interests of the Company;
to verify the financial information, such as financial reports, business reports and profit distribution plans, that the board of directors intends to submit to the shareholders' general meeting, and if in doubt, engage certified accountants or practising auditors to review such information on behalf of the Company;
to propose to convene an extraordinary general meeting;
to represent the Company in negotiating with directors or institute proceedings against directors;
to exercise other functions and powers specified in the laws, administrative regulations, normative documents and the Articles.

The board of supervisors may give advices on the engagement of the accounting firms of the Company. When necessary, the board of supervisors may otherwise engage, in the name of the Company, accounting firms to review the financial position of the Company independently and report directly to the securities regulatory authorities of the State Council and other relevant departments.

Supervisors shall be present at the meetings of the board of directors.

Article 122 The decision-making process of the meetings of the board of supervisors shall be as follows: each supervisor is entitled to one vote and the voting shall be conducted by open ballot in writing.

The voting procedures shall be as follows: each supervisor may choose to cast an affirmative or veto vote or abstain from voting. Each supervisor shall indicate his/ her voting intention by choosing one of the above. The chairman of the meeting shall request any supervisor who fails to choose any of the above or has chosen two or more of the above to vote again. Refusal to do so shall be regarded as having abstained from voting. Any supervisor who leaves the meeting and does not return and has not voted by choosing any of the above shall be regarded as having abstained from voting.

Resolutions of the board of supervisors shall only be passed by the affirmative votes of not less than two-thirds (2/3) of the members of the board of supervisors. Meeting minutes shall be prepared for recording all decisions made at the meetings of the board of supervisors, and all supervisors present at the meetings shall sign on the meeting minutes.

All supervisors are entitled to request certain descriptive record to be made with regard to his/her speech in the meeting.

Article 123 The board of supervisors may engage professionals, such as lawyers, certified public accountants and practising auditors, in the exercise of its functions and powers. All reasonable fees so incurred shall be borne by the Company.

Article 124 The supervisors shall perform their supervisory duties in good faith in accordance with the laws, administrative regulations and the Articles.

Chapter 14 Qualifications and Obligations of the Directors, Supervisors,

General Manager and Other Senior Management of the Company

Article 125 A person may not serve as a director, supervisor, general manager or other senior management of the Company if any of the following circumstances apply:

a person who has no or restricted capacity for civil conduct;
a person who has committed an offense of corruption, bribery, infringement of property, misappropriation of property or disruption of the social economic order and has been punished because of committing such offense where five
1. years have not lapsed following the completion of the implementation of the punishment; or who has been deprived of his/her political rights for committing an offense where five (5) years have not lapsed following such deprivation;
a person who is a former director, factory manager or manager of a company or enterprise which has entered into insolvent liquidation due to mismanagement and he/she is personally liable for the insolvency of such company or enterprise, where three (3) years have not lapsed following the date of the completion of the insolvency and liquidation of such company or enterprise;
a person who is a former legal representative of a company or enterprise which had its business license revoked due to violation of the laws and he/she has incurred personal liability, where three (3) years have not lapsed since the date of the revocation of such business license;
a person who has a relatively large amount of debt due and outstanding;
a person who is under criminal investigation or prosecution by a judicial organization for violation of the criminal law which investigation or prosecution has not yet concluded;
a person who is not eligible to act as a leader of an enterprise according to the laws and administrative regulations;
a non-natural person;
a person convicted of the contravention of provisions of the relevant securities regulations by the relevant government authority, where such conviction involves fraudulent or dishonest acts, and five (5) years have not lapsed since the date of the conviction;

a person who is restricted from serving according to the laws, regulations, requirements of the relevant securities regulatory departments, or the listing rules of the places where the shares of the Company are listed.

Article 126 Independent directors shall not be in associated relationship with the Company or have conflict of interests with the Company or any other circumstances which may hinder their independent and objective judgment. The following persons shall not act as the independent directors of the Company:

the person who works in the Company or its related party and his/her close relatives, and persons who have important social relationship with him/her;
the person who works in the following institutions and his/her close relatives and persons that have important social relationship with him/her: an entity that holds or controls not less than 5% of the shares of the Company, the top five corporate shareholders of the Company, and an institution that has business relationship with or is an interested party of the Company;
a natural person holding or controlling not less than 1% of the shares of the Company, or the top 10 shareholders of the Company in the capacity of natural persons, a natural person controlling not less than 5% of the shares of the Company, and the close relatives of the aforementioned persons;
the person providing services such as financial, legal or consulting services to the Company and its related parties and the close relatives of such persons;
the person who falls within items (1) to (4) during the past year;
other persons prescribed by the CSRC, the listing rules of the places where the shares of the Company are listed and the Articles.

Article 127 The validity of an act of a director, general manager or other senior management on behalf of the Company towards a bona fide third party shall not be affected by any irregularity in his/her appointment, election or qualifications.

Article 128 In addition to the obligations imposed by the laws, administrative regulations or the requirements under the listing rules of the stock exchanges in which the shares of the Company are listed, each of the directors, supervisors, general manager and other senior management of the Company shall owe each shareholder the following obligations in the exercise of the functions and powers granted to him/her by the Company:

not to cause the Company to exceed the scope of the business stipulated in its business licence;
to act honestly in the best interest of the Company;

not to expropriate in any guise any property of the Company, including (but not limited to) any opportunities that are advantageous to the Company;
not to deprive shareholders of their individual rights or interests, including (but not limited to) distribution rights and voting rights, unless pursuant to a restructuring of the Company submitted to the shareholders' general meeting for approval in accordance with the Articles.

Article 129 Directors, supervisors, general manager and other senior management of the Company are obliged, in the exercise of their rights or discharge of their obligations, to perform their acts with care, diligence and skill that a reasonably prudent person would exercise in similar circumstances.

Article 130 Each of the directors, supervisors, general manager and other senior management of the Company shall exercise his/her powers or carry out his/her duties in accordance with the principles of fiduciary duty and shall not put himself/herself in a position where his/her duty and his/her interest may conflict. This principle includes (but not limited to) discharging the following obligations:

to act honestly in the best interests of the Company;
to exercise powers within the scope of his/her functions and powers and not to act beyond such powers;
to exercise the discretion vested in him/her personally and not to allow himself/herself to act under the control of another and, unless and to the extent permitted by the laws, administrative regulations or with the informed consent of the shareholders' general meeting, not to delegate the exercise of his/her discretion to others;
to treat shareholders of the same class equally and to treat shareholders of different classes fairly;
unless otherwise stipulated by the Articles or with the informed consent of the shareholders' general meeting, not to enter into any contract, transaction or arrangement with the Company;
without the informed consent of the shareholders' general meeting, not to use any property of the Company for his/her own benefit by any means;
not to exploit his/her position to accept bribes or other illegal income or expropriate any property of the Company by any means, including (but not limited to) opportunities advantageous to the Company;
without the informed consent of the shareholders' general meeting, not to accept commissions in connection with the transactions of the Company;

to abide by the Articles, perform his/her duties faithfully, protect the interests of the Company, and not to exploit his/her position and power in the Company to advance his/her own personal interests;
without the informed consent of the shareholders' general meeting, not to compete with the Company in any form;
not to misappropriate funds of the Company or lend such funds to others, not to open accounts in his/her own name or other names for the deposit of the assets of the Company, and not to use the assets of the Company as security for debts of a shareholder of the Company or other individual(s);
without the informed consent of the shareholders' general meeting, not to disclose any confidential information relating to the Company acquired during his/her tenure of office and not to use such information other than in furtherance of the interests of the Company, save that disclosure of such information to the court or other governmental authorities is permitted if:
1. provided by the laws;
2. required in the public interest;
3. required in the own interests of such director, supervisor, general manager or other senior management.

Article 131 Each director, supervisor, general manager or other senior management of the Company shall not cause the following persons or institutions (the "related persons") to do what such director, supervisor, general manager or other senior management is prohibited from doing:

the spouse or minor children of such director, supervisor, general manager or other senior management;
a trustee of such director, supervisor, general manager or other senior management or any person referred to in item (1);
a partner of such director, supervisor, general manager or other senior management or any person referred to in items (1) and (2) above;
a company in which such director, supervisor, general manager or other senior management, individually, or jointly with any persons referred to in items (1),
1. and (3) above or other directors, supervisors, general manager and other senior management, have a de facto control;
the directors, supervisors, general manager and other senior management of company being controlled as referred to in item (4).

Article 132	The fiduciary duties of the directors, supervisors, general manager and other senior
	management of the Company do not necessarily cease upon termination of their
	respective term of office. Their confidentiality obligation in relation to the trade
	secrets of the Company shall survive the termination of their term of office. Other
	obligations may continue for such period as fairness may require depending on
	the time lapse between the termination of their terms of office and the occurrence
	of the event concerned, and the circumstances and conditions under which their
	relationships with the Company are terminated.
Article 133	Save for the circumstances prescribed in Article 55 of the Articles, a director,
	supervisor, general manager and other senior management of the Company may be
	relieved of liability for a specific breach of his/her duty with the informed consent
	of shareholders given at a shareholders' general meeting.
Article 134	Where a director, supervisor, general manager, or other senior management
	of the Company (or any of his/her close associates) is in any way, directly or
	indirectly, materially interested in an executed or proposed contract, transaction or
	arrangement with the Company, (other than the service contract of such director,
	supervisor, general manager or other senior management with the Company), he/she
	shall declare the nature and extent of his/her interests to the board of directors at the
	earliest opportunity, regardless of whether or not such matters are generally subject
	to the approval of the board of directors.
	Unless the interested director, supervisor, general manager or other senior
	management of the Company discloses his/her interests in accordance with the
	preceding paragraph of this Article and relevant matters are approved by the board
	of directors at a meeting in which such director, supervisor, general manager, and
	other senior management of the Company is not counted in the quorum and abstains
	from voting, the Company shall have the right to rescind such contract, transaction
	or arrangement except where the other party is a bona fide party acting without
	knowledge of the breach of duty by the interested director, supervisor, general
	manager and other senior management.
	A director, supervisor, general manager or other senior management of the
	Company is deemed to be interested in a contract, transaction or arrangement in
	which his/her related person is interested.
Article 135	If a director, supervisor, general manager or other senior management of the
	Company gives to the board of directors a notice in writing before the entering
	into of the contract, transaction or arrangement is first considered by the Company,
	stating that, by reason of the facts specified in the notice, he/she is interested in
	such contract, transaction or arrangement which may subsequently be made by the
	Company, such notice shall be deemed for the purpose of the preceding Article to
	be a sufficient declaration of his/her interests, to the extent as stated in such notice.
Article 136	The Company shall not in any manner pay taxes for its directors, supervisors,
	general manager or other senior management.

Article 137 The Company shall neither directly or indirectly provide a loan to, nor provide any guarantee in connection with a loan to directors, supervisors, general manager or other senior management of the Company or of its shareholders or any of their respective related persons.

However, the following circumstances are not subject to above requirement:

provision of a loan or a guarantee by the Company to its subsidiaries;
provision of a loan, a guarantee or any other funds by the Company to any of its directors, supervisors, general manager or other senior management to finance the expenditure incurred or to be incurred by him/her for the purposes of the Company or for the purpose of enabling him/her to perform his/her duties properly, in accordance with the service contract approved by the shareholders' general meeting;
provision of a loan or a guarantee by the Company to any of the relevant directors, supervisors, general manager or other senior management or their respective associates on normal commercial terms, provided that the Company engages in the provision of loans and loan guarantees in its ordinary course of business.

Article 138 A loan made by the Company in breach of the preceding Article shall be immediately repayable by the recipient of the loan regardless of the terms of the loan.

Article 139 A guarantee provided by the Company in breach of the first paragraph of Article

137 shall be unenforceable against the Company, unless:

a loan advanced to a related person of any of the directors, supervisors, general manager and other senior management of the Company or its shareholders where the lender was not aware of the situation when the loan was made;
the collateral provided by the Company has been lawfully disposed of by the lender to a bona fide purchaser.

Article 140 For the purposes of the preceding Article, a guarantee includes an undertaking or provision of property by a guarantor to guarantee the performance of obligations by the obligor.

Article 141 In addition to any rights and remedies provided by the laws and administrative regulations, where a director, supervisor, general manager or other senior management of the Company is in breach of his/her duties to the Company, the Company has a right to:

claim damages from the director, supervisor, general manager or other senior management for the losses suffered by the Company as a result of such breach;

rescind any contract or transaction entered into by the Company with the relevant director, supervisor, general manager or other senior management, and any contract or transaction entered into by the Company with a third party, where such third party knows or should have known that such director, supervisor, general manager or the other senior management acting on behalf of the Company was in breach of his/her obligations to the Company;
require the relevant director, supervisor, general manager or other senior management to surrender the gains derived from the breach of his/her duties;
recover any funds received by such director, supervisor, general manager or the other senior management which should have been otherwise received by the Company, including (but not limited to) commissions;
demand payment of the interest earned or which may have been earned by such director, supervisor, general manager or the other senior management on the funds that should have been paid to the Company.

Article 142 The Company shall enter into a contract in writing in relation to remuneration with each of the directors and supervisors of the Company, which shall obtain prior approval at the shareholders' general meeting. The remuneration referred to above shall include:

emoluments for acting as a director, supervisor or senior management of the Company;
emoluments for acting as a director, supervisor or senior management of any subsidiary of the Company;
emoluments in respect of the provision of other services in connection with the management of the Company and its subsidiaries;
compensation to a director or supervisor for the loss of office or retirement from office.

Except under a contract mentioned above, no proceedings may be brought by a director or supervisor for the claim of any of the aforesaid benefits.

Article 143 The contract for emoluments entered into between the Company and its directors or supervisors should provide that in the event of a takeover of the Company, the directors and supervisors of the Company shall, subject to the prior approval of the shareholders' general meeting, have the right to receive compensation or other payment for loss of office or retirement. A takeover of the Company as referred to above means:

(1) a general offer made by any person to all shareholders;

a general offer made by any person to enable the offeror to become a "controlling shareholder" within the meaning set out in Article 56 herein.

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

Chapter 15 Financial and Accounting System and Profit Distribution

Article 144 The Company shall establish its financial and accounting systems in accordance with the laws, administrative regulations and PRC accounting standards formulated by the finance regulatory department of the State Council.

Article 145 The fiscal year of the Company shall coincide with the calendar year, i.e., from January 1 to December 31 on the Gregorian calendar.

The bookkeeping currency of the accounts of the Company shall be in Renminbi and shall be written in Chinese.

At the end of each accounting year, the Company shall prepare a financial report which shall be examined and verified as prescribed by laws.

Article 146 The board of directors of the Company shall place before the shareholders at every annual general meeting such financial reports prepared by the Company as required by the laws, administrative regulations or directives promulgated by the local governments and competent authorities.

Article 147 The financial reports of the Company shall be made available for inspection by the shareholders twenty (20) days before the date of every annual general meeting. Each shareholder shall be entitled to obtain a copy of the financial reports referred to in this Chapter. The financial reports mentioned in the preceding paragraph shall include the directors' report, together with the balance sheet (including the documents to be attached to the balance sheet in accordance with the applicable laws) and statement of profit and loss or income and expenditure account.

The Company shall deliver the reports mentioned in the preceding paragraph to each holder of overseas listed foreign shares by pre-paid mail at least twenty-one

days before the convening of the annual general meeting. The address of the recipient shall be the registered address as shown on the register of shareholders.

Article 148 The financial statements of the Company shall, in addition to being prepared in accordance with the PRC accounting standards and regulations, be prepared in accordance with either the international accounting standards, or that of the place outside the PRC where the shares of the Company are listed. If there is any material difference between the financial statements prepared in accordance with these two sets of accounting standards, such difference shall be stated in the financial statements. When the Company is to distribute its profits after tax in respect of such fiscal year, it is required to distribute the dividends based on the lower of the Company's distributable profits after tax determined under these two sets of accounting standards.

Article 149 Any interim results or financial information published or disclosed by the Company shall be prepared and presented in accordance with the PRC accounting standards and regulations, and also in accordance with either the international accounting standards or that of the place outside the PRC where the shares of the Company are listed.

Article 150 The Company shall publish its financial reports twice every fiscal year, that is, the interim financial report shall be published within sixty (60) days after the end of the first six (6) months of each fiscal year and the annual financial report shall be published within one hundred and twenty (120) days after the end of each fiscal year.

Article 151 The Company shall not maintain accounts other than those provided by the law.

Article 152 When distributing the profit after tax for a year, the Company shall set aside ten percent (10%) of its profit after tax for the statutory reserve fund. When the balance of the statutory reserve fund reaches not less than fifty percent (50%) of the registered capital of the Company, no further allocations to the statutory reserve fund will be required.

Where the statutory reserve fund of the Company is insufficient to make up the losses of the Company for the preceding year, profits of the current year shall be applied to make up the losses before any allocation to the statutory reserve fund in accordance with the preceding paragraph.

After allocation to the statutory reserve fund, subject to the approval by a resolution of a shareholders' general meeting, the profit after tax may also be appropriated to the discretionary reserve fund.

After making up for the losses and making contributions to the surplus reserve, the Company shall distribute any remaining profits to the shareholders in proportion to their respective shareholdings.

Article 153 The profits shall not be distributed until the Company has made up for its losses and made contributions to the statutory reserve fund.

Article 154 The capital reserve fund includes the following items:

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

Article 155 The reserve of the Company shall only be applied for making up for losses of the Company, expansion of the production and operation of the Company or conversion to capital increment of the Company.

Where the reserve is converted into capital subject to the approval by a resolution of the shareholders' general meeting, new shares distributed or the increase in the nominal value per share shall be in proportion to their then shareholding. Where the statutory reserve fund is converted into capital, the balance of such reserve shall not fall below twenty-five percent (25%) of the registered capital of the Company prior to such conversions to capital increment.

Article 156 The Company may distribute dividends in the following forms:

Cash;
Shares;
Combination of cash and shares.

Article 157 Cash dividends and other payments payable by the Company to the holders of domestic shares shall be declared in Renminbi. Cash dividends and other payments payable by the Company to the holders of overseas listed foreign shares shall be denominated and declared in Renminbi and paid in Hong Kong dollars. The Company shall arrange the foreign currency for the payment of cash dividends and other payments payable to the shareholders of overseas listed foreign shares in accordance with the foreign exchange management related regulations of the PRC.

Article 158 Unless otherwise provided in the laws or administrative regulations, the Company shall adopt the average of the mid-price of the relevant currencies as quoted by the People's Bank of China for the week immediately before the date on which the dividends and other payments were declared as the exchange rate to calculate the dividends and other payments which are payable in Hong Kong dollars.

Article 159 The Company shall withhold and pay the relevant tax levied on the dividend income for the shareholders in accordance with the requirements of the tax regulations in the PRC when distributing dividends to the shareholders.

Article 160 The Company shall appoint receiving agents on behalf of the holders of overseas listed foreign shares. The receiving agents shall receive on behalf of such shareholders dividends declared and all other payments payable by the Company in respect of their overseas listed foreign shares.

The receiving agents appointed by the Company shall be in compliance with the requirements of the laws or the rules of the stock exchange of the place where it is listed.

The receiving agents appointed on behalf of the shareholders of the overseas listed foreign shares in Hong Kong shall be a company registered as a trust company under the Trustee Ordinance of Hong Kong.

Where the Company issues dividend warrants to the shareholders by post, the Company may cease the issue of dividend warrants by post if the dividend warrants have not been claimed for two (2) consecutive times. However, the Company may exercise such right after the first occasion on which such a warrant is returned undelivered.

The right of the Company to sell the shares of untraceable shareholders shall not be exercised unless:

during a period of twelve (12) years at least three (3) dividends in respect of the shares in question have become payable and no dividends during that period has been claimed; and
on expiry of the period of twelve (12) years, the Company gives notice of its intention to sell the shares by way of an advertisement published in the newspaper (as defined in the Listing Rules) and notifies the Hong Kong Stock Exchange of such intention.

Subject to the laws and regulations of the PRC, the Company may exercise the power to forfeit unclaimed dividends (or retain the dividends for any purpose of the Company), but such power shall not be exercised unless the relevant time period has lapsed.

The board of directors may decide that any amount paid up in advance of calls on any share may carry interest but shall not entitle the holder of the share to participate in respect thereof in a dividend subsequently declared.

Chapter 16 Appointment of Accounting Firms

Article 161 The Company shall appoint an independent accounting firm which complies with the relevant regulations of the PRC to audit the annual financial reports and review other financial reports of the Company.

The first accounting firm engaged by the Company may be appointed by the inauguration meeting before the first annual general meeting and the accounting firm appointed shall hold office until the conclusion of the first annual general meeting.

If the inauguration meeting does not exercise its functions and powers in accordance with the preceding paragraph, the board of directors shall exercise such functions and powers.

Article 162 The accounting firm appointed by the Company shall hold office from the conclusion of the annual general meeting at which the appointment is made until the conclusion of the next annual general meeting.

Article 163 The accounting firm appointed by the Company shall have the following rights:

the right to review the books, records or vouchers of the Company at any time, and to require the directors, general manager and other senior management of the Company to provide any relevant information and explanation thereof;
the right to require the Company to take all reasonable steps to obtain from its subsidiaries such information and explanation as are necessary for the discharge of its duties;
the right to attend the shareholders' general meetings and to receive all notices of, and other communications relating to, any shareholders' general meeting which any shareholder is entitled to receive, and to be heard at any shareholders' general meeting in relation to the matters concerning its role as the accounting firm of the Company.

Article 164 If the position of the accounting firm becomes vacant, the board of directors may appoint an accounting firm to fill such vacancy before the shareholders' general meeting is held. However, if there is other accounting firm holding the position of the Company while such vacancy exists, such accounting firm may continue to act.

Article 165 The shareholders' general meeting may, by ordinary resolution, remove an accounting firm prior to the expiration of its term of office, notwithstanding the stipulations in the contract between the Company and such accounting firm, but without prejudice to the accounting firm's right, if any, to claim damages from the Company in respect of such removal.

Article 166 The remuneration of an accounting firm or the manner in which such accounting firm is to be remunerated shall be determined by the shareholders' general meeting. The remuneration of the accounting firm appointed by the board of directors shall be determined by the board of directors.

Article 167 The Company's appointment, removal and non-reappointment of an accounting firm shall be resolved by the shareholders' general meeting.

Where a resolution at a shareholders' general meeting is proposed to appoint as the accounting firm other than an incumbent accounting firm, to fill a casual vacancy in the office of the accounting firm, to reappoint as accounting firm a retiring accounting firm who was appointed by the board of directors to fill a causal vacancy, or to remove an accounting firm before the expiration of its term of office, the following provisions shall apply:

A copy of the proposal on the appointment or removal shall be sent before notice of meeting is given to the shareholders to the accounting firm proposed to be appointed or proposing to leave its post, or the accounting firm which has left its post in the relevant fiscal year. Leaving includes leaving by removal, resignation and retirement.
If the accounting firm resigning from its post makes representations in writing and requests the Company to notify its representations to the shareholders, the Company shall (unless the representations are received too late):
1. in any notice of the resolution given to shareholders, state the fact of the representations having been made by the accounting firm that is resigning from its post;
2. send a copy of the representations as an attachment to the notice to the shareholders by the method specified in the Articles.
If the representations of the accounting firm are not sent in accordance with the item (2) of this Article, the relevant accounting firm may require that the representations be read out at the meeting, and make a further explanation.
An accounting firm which is resigning from its post shall be entitled to attend:
1. the shareholders' general meeting at which its term of office would otherwise have expired;
2. any shareholders' general meeting at which it is proposed to fill the vacancy caused by its removal;
3. any shareholders' general meeting convened on its resignation.

An accounting firm which is resigning from its post shall be entitled to receive all notices of, and other communications relating to, any such meetings, and to be heard at any such meetings in relation to matters concerning its role as the former accounting firm of the Company.

Article 168 If the Company proposes to remove or not to reappoint the accounting firm, it shall notify the accounting firm in advance, and the latter has the right to state its opinions at the shareholders' general meeting. If the accounting firm resigns, it shall explain at the shareholders' general meeting whether there is any irregularity in the Company.

The accounting firm may resign by placing the written notice at the domicile of the Company. The notice shall take effect on the date of its being placed at the domicile of the Company or at a later date as stated in the notice. The notice shall include the following statements:

a statement to the effect that there are no circumstances connected with its resignation which it considers should be brought to the notice of the shareholders or creditors of the Company; or
a statement of any such circumstances.

The Company shall send the copy of the written notice mentioned in the preceding paragraph of this Article to the relevant competent authority within fourteen (14) days upon receiving it. In the event that the notice contains the statements as referred to in item (2) above, the Company shall also make the aforementioned copy available at the Company for inspection by the shareholders and send the same to each holder of the overseas listed foreign shares by pre-paid post. The address of the recipient shall be the registered address as shown on the register of shareholders.

Where the accounting firm's notice of resignation contains a statement subject to explanation, it may require the board of directors to convene an extraordinary general meeting for the purpose of receiving an explanation of the circumstances relating to its resignation.

Chapter 17 Merger and Division of the Company

Article 169 In the event of the merger or division of the Company, a plan shall be proposed by the board of directors and shall be approved in accordance with the procedures prescribed in the Articles, and the relevant approval procedures shall be carried out in accordance with the law. Shareholders who oppose the plan for merger or division of the Company shall have the right to request the Company or the shareholders consenting such plan to purchase their shares at a fair price.

A special document shall be prepared in respect of the resolution of the Company on the merger or division, for inspection by the shareholders.

The aforesaid document shall also be sent by post or other means stipulated in the Articles to the holders of overseas listed foreign invested shares.

Article 170 Merger of the Company may be effected either by way of absorption or by the establishment of a new entity.

In the event of merger, the merging parties shall execute a merger agreement and prepare a balance sheet and a list of assets. The Company shall notify its creditors within ten (10) days from the date of the Company's resolution on merger and shall publish a public notice in the newspaper(s) within thirty (30) days from the date of the Company's resolution on merger. A creditor has the right, within thirty (30) days upon the receipt of such notice from the Company or, for creditors who do not receive the notice, within forty-five (45) days of the date of the public notice, to demand that the Company repay its debts or provide a corresponding security for such debt.

After the merger, the creditors' rights and indebtedness of each merging party shall be assumed by the surviving company after the merger or the newly established company.

Article 171 When the Company is to be divided, its assets shall be divided accordingly.

In the event of the division of the Company, the parties to such division shall execute a division agreement and prepare a balance sheet and a list of assets. The Company shall notify its creditors within ten (10) days from the date of the Company's resolution on division and shall publish a public notice on the newspaper(s) within thirty (30) days from the date of the Company's resolution on division.

Indebtedness of the Company prior to the division shall be assumed by the companies which exist after the division in accordance with the agreement reached.

Article 172 Changes in registration particulars of the Company caused by the merger or division shall be registered with the companies registration authorities in accordance with the laws. Cancellation of registration shall be conducted in accordance with the laws when the Company is dissolved. Registration of establishment shall be conducted in accordance with the laws when a new company is incorporated.

Chapter 18 Dissolution and Liquidation of the Company

Article 173 The Company shall be dissolved and liquidated in accordance with the laws upon the occurrence of any of the following events:

expiry of the valid term of the business;
a resolution for dissolution is passed by shareholders' general meeting;
dissolution is necessary due to a merger or division of the Company;
the Company is declared bankrupt in accordance with the laws due to its failure to repay debts due;
revocation of business license, being ordered to close down, or being dissolved in accordance with the laws;
a court order of dissolution of the Company by the people's court in accordance with Section 182 of the Company Law.

Article 174 Upon the occurrence of the situation mentioned in item (1) of Article 173, the Company may continue to exist by amending the Articles.

Where the Company amends the Articles in accordance with the preceding paragraph, such amendment is subject to the approval of not less than two-thirds (2/3) of the voting rights held by the shareholders present at shareholders' general meetings.

Article 175 In the case of dissolution of the Company under items (1), (2), (5) and (6) of Article 173, a liquidation committee shall be formed within fifteen (15) days thereafter and the members of the liquidation committee shall be determined by the shareholders' general meeting through ordinary resolution. Where a liquidation committee is not established in accordance with the schedule, the creditors may apply to the people's court to appoint the relevant personnel to establish a liquidation committee to proceed with the liquidation.

In the case of dissolution of the Company under item (4) of Article 173, the people's court shall, in accordance with the relevant legal provisions, organize the shareholders, the relevant authorities and the relevant professionals to establish a liquidation committee to carry out liquidation.

Article 176 Where the board of directors proposes to liquidate the Company due to causes other than the liquidation as a result of declaration of insolvency, the board of directors shall include a statement in its notice convening a shareholders' general meeting to consider the proposal to the effect that, after making full inquiry into the affairs of the Company, the board of directors is of the opinion that the Company will be able to pay its debts in full within twelve (12) months from the commencement of the liquidation.

Upon the passing of the resolution by the shareholders' general meeting for the liquidation of the Company, all functions and powers of the board of directors shall cease.

The liquidation committee shall act in accordance with the instructions of the shareholders' general meeting to make a report at least once a year to the shareholders' general meeting on the income and expenditure of the liquidation committee, the business of the Company and the progress of the liquidation, and to present a final report to the shareholders' general meeting on completion of the liquidation.

Article 177 The liquidation committee shall notify the creditors within ten (10) days from the date of its establishment and publish public announcements in the newspapers within sixty (60) days. The creditors may declare their claims to the liquidation committee within thirty (30) days of the receipt of the above notice or within forty five (45) days after the public announcements are made if no such notice is received. Creditors declaring their claims shall provide details of the claims and the relevant proof. The liquidation committee shall register such claims. During the period of declaration of claims, the liquidation committee shall not repay any debts to the creditors.

Article 178 The liquidation committee shall exercise the following functions and powers during the liquidation period:

to take stock of the Company's assets and to prepare a balance sheet and a list of assets;
to notify creditors by notice or public announcement;
to deal with any outstanding business of the Company related to the liquidation;
to pay any tax overdue;
to settle the claims and debts of the Company;
to handle the surplus assets of the Company after the full repayment of its debts;
to represent the Company in civil litigation.

Article 179 After the liquidation committee has taken stock of the assets of the Company and prepared a balance sheet and a list of assets, it shall formulate a liquidation plan and submit such plan to the shareholders' general meeting or the relevant competent authorities for confirmation.

After the payment of liquidation fee, the assets of the Company shall be distributed in the following sequence: (i) the wages of employees and labor insurance expenses; (ii) tax owed; (iii) bank loans, corporate bonds and other debts of the Company.

The remaining assets of the Company, after paying off all the debts and expenses as prescribed by the preceding paragraph, shall be distributed in accordance with the classes of the shares and in proportion to the number of shares held by the shareholders in the following sequence:

if there are any preference shares, they shall be initially allocated to the shareholders of preference shares at the nominal value of the preference shares. If it is unable to return the share capital of the preference shares in full, they shall be allocated by the proportion of the shareholding of such shareholders of preference shares;
they shall be allocated at the proportion of the holders of ordinary shares.

During the liquidation, the Company shall not commence any new business activities.

Article 180 If, after sorting out the Company's assets and preparing a balance sheet and a list of assets in connection with the liquidation of the Company due to its dissolution, the liquidation committee discovers that the Company's assets are insufficient to repay the Company's debts in full, it shall immediately apply to the people's court for a declaration of bankruptcy.

After the Company is declared bankrupt by a ruling of the people's court, the liquidation committee shall transfer all matters arising from the liquidation to the people's court.

Article 181 Following the completion of the liquidation of the Company, the liquidation committee shall prepare a liquidation report, a statement of the income and expenses and financial accounts, which shall be verified by PRC certified public accountants and then submitted to the shareholders' general meeting or the relevant competent authorities for confirmation.

The liquidation committee shall, within thirty (30) days after the confirmation by the shareholders' general meeting or the relevant competent authorities, submit the above-mentioned documents to the company registration authority and apply for cancellation of registration of the Company, and announce the termination of the Company.

Chapter 19 Amendments to the Articles of the Company

Article 182 The Company may amend the Articles in accordance with the requirements of laws, administrative regulations and the Articles.

Article 183 Any amendments after the Articles come into effect shall be subject to the approval by the shareholders' general meeting.

Article 184 Amendments to the Articles involving the contents of the Mandatory Provisions and Circular of CSRC shall become effective upon approvals by the company approval department authorized by the State Council and the CSRC. If there is any change relating to the registered particulars of the Company, application shall be made for registration of the changes in accordance with the laws.

Chapter 20 Notices

Article 185 Notices of the Company may be delivered by the following means:

by hand;
by post;
by facsimile or email;
by public announcement on websites or newspapers designated by the Company and the stock exchanges, as permitted under the laws, regulations and the listing rules of the place where the shares of the Company are listed;
by other ways as agreed in advance between the Company and the addressee or as accepted by the addressee after the receipt of the notice;
by any other means as accepted by the laws, regulations, relevant regulatory authorities in the place where the shares of the Company are listed or as prescribed in the Articles.

Article 186 Unless as otherwise stipulated in the Articles, any notice, information or written statement issued by the Company to holders of overseas listed foreign invested shares shall be delivered by hand or sent by pre-paid post to each of the holders of overseas listed foreign invested shares at their respective registered address.

Article 187 In the event that the notice is delivered by post, the Company is only required to address the mail clearly, prepay the postage, and put the notice in the envelope. The envelope containing the notice will be deemed as having been delivered when it is put into the mailbox, and being received in forty eight (48) hours after it is mailed.

Article 188 Any notice, document, information or written statement sent to the Company by the shareholders or directors shall be delivered by hand or registered mail to the legal address of the Company.

Article 189 For the purpose of proving that any notice, document, information or written statement has been sent to the Company by the shareholders or directors, evidence shall be provided showing that such notice, document, information or written statement has been delivered within the period specified for delivering the same by ways specified herein; in the case of delivery by hand, the confirmation of receipt of the Company shall be provided; in the case of delivery by registered mail, supporting document showing that the mail has been prepaid and sent to the correct address shall be provided.

Article 190 Shareholders of the overseas listed shares of the Company may, by notice in writing, choose to receive the corporate communications that shall be dispatched by the Company to shareholders by electronic means or by mail and shall also specify whether they wish to receive the English version only or the Chinese version only or both the English and Chinese versions. Shareholders of the overseas listed shares of the Company may, by reasonable notice in writing served on the Company in advance, change their choices as to the manner of receiving and language version of the aforesaid corporate communications following proper procedures.

If the Company has obtained the shareholders' prior written consent or deemed consent in accordance with the relevant laws and regulations and the Listing Rules (as amended from time to time) to dispatch corporate communications (including but not limited to circulars, annual reports, interim reports, quarterly reports, notices of shareholders' general meetings, and other corporate communication as specified in the Listing Rules) to its shareholders by electronic means, notwithstanding other provisions contained in the Articles, the Company may dispatch corporate communications to the shareholders of overseas listed shares by electronic means only.

Chapter 21 Settlement of Disputes

Article 191 The Company shall settle disputes in accordance with the following principles:

Any dispute or claim of rights relating to the affairs of the Company and arising between the holders of overseas listed foreign shares and the Company, or between the holders of overseas listed foreign shares and directors, supervisors, general managers or other senior management of the Company, or between the holders of overseas listed foreign shares and the holders of domestic shares, as a result of the rights and obligations provided for in the Articles, the Company Law and other applicable laws, administrative regulations, shall be referred to arbitration by parties involved.

Where a dispute or claim of rights referred to in the preceding paragraph is referred to arbitration, the entire claim of rights or dispute must be referred to arbitration, and all persons who have a cause of action based on the same facts giving rise to the dispute or claim of rights or whose participation is necessary for the resolution of such dispute or claim of rights, where the persons being the Company or shareholders, directors, supervisors, general managers or other senior management of the Company, shall comply with the arbitration. Disputes in respect of the identities of shareholders and disputes in relation to the register of members need not be resolved by arbitration.

An applicant may elect for arbitration to be carried out at either the China International Economic and Trade Arbitration Commission in accordance with its arbitration rules or the Hong Kong International Arbitration Center in accordance with its securities arbitration rules. Once an applicant refers a dispute or claim of rights to arbitration, the other party must submit to the arbitral body elected by the applicant.
If the applicant elects for arbitration to be carried out at the Hong Kong International Arbitration Center, any party may request the arbitration to be conducted in Shenzhen in accordance with the securities arbitration rules of the Hong Kong International Arbitration Center.
The resolution of any dispute or claim of rights referred to in item (1) above by arbitration is subject to the PRC laws, unless otherwise required by the laws and administrative regulations.
The award of an arbitral body shall be final and conclusive and binding on all parties.

Chapter 22 Miscellaneous

Article 192 Upon the listing of H Shares of the Company on the Hong Kong Stock Exchange, the Articles shall comply with the Listing Rules, other applicable laws and regulations of the Hong Kong Special Administrative Region of People's Republic of China (as amended from time to time). If the Articles are inconsistent with, contradictory to or conflict with any applicable relevant laws, regulations and the Listing Rules, the most stringent provisions shall be implemented based on the strict principle.

Article 193 The Rules of Procedure for the Shareholders' General Meetings, the Rules of Procedure for the Board of Directors and the Rules of Procedure for the Board of Supervisors shall form an integral part of, and shall have the same legal effect as, the Articles.

Article 194	Definitions
	(1) Controlling shareholder refers to the one who satisfies one of the following
		conditions:
		1. such person acting individually or in concert with others can elect not less
		than half of the directors;
		2. such person acting individually or in concert with others can exercise
		30% or more of voting rights of the total number of shares of the
		Company which carry voting rights, or control the exercise of 30% or
		more of the voting rights of the total number of shares of the Company
		which carry voting rights;
		3. such person acting individually or in concert with others hold 30% or
		more of the total number of shares issued by the Company;
		4. such person acting individually or in concert with others has de facto
		control of the Company by other means.
	(2)	De facto controller means the person who is not the shareholder of the
		Company, but could actually control the act of the Company through
		investment, agreement or other arrangement.
	(3)	Associated relationship is the relationship between the Company and its
		controlling shareholder, de facto controller, directors, supervisors or senior
		management, or enterprises directly or indirectly controlled by them or under
		common control, as well as other relationships which may possibly cause the
		transfer of the interests in the Company. However, enterprises owned by the
		State will not be regarded as having associated relationships among themselves
		only because they are owned by the PRC.
Article 195	The Articles are written in Chinese and English. The latest Chinese version
	approved by/filed with the company registration authority shall prevail.
Article 196	"Accounting firm(s)" referred to in the Articles shall have the same meaning as
	"auditor(s)."

Article 197 The transaction of "acquisition and disposal of material assets" as stated in item

of Clause 1 of Article 58, item (5) of Article 78 and item (12) of Clause 1 of Article 97 include:

to transfer, acquire and/or swap equity or non-equity assets;
to establish a new enterprise with others, or increase or reduce the registered capital of an investee enterprise;

to manage or lease assets of other enterprises by trust or to entrust other enterprises to manage or lease the operating assets of the Company;
to accept donation which will create obligations of the Company, or donate assets to others;
other transactions which are identified by the stock exchange according to the principles of prudent supervision.

Article 198 The terms "not less than", "within" and "not more than" shall include the underlying number, while the terms "not exceeding", "beyond", "less than", "more than" and "exceeding" shall exclude the underlying number.

Article 199 The Articles shall be considered and approved at a shareholders' general meeting, and shall take effect from the date when the H Shares publicly issued by the Company are listed and traded on the Hong Kong Stock Exchange. The proposed amendments to the Articles shall be prepared by the board of directors and shall take effect upon the approval at a shareholders' general meeting.

Article 200 The Articles shall be interpreted by the board of directors of the Company and amended by the shareholders' general meeting.

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Haitong UniTrust International Leasing Co. Ltd. published this content on 10 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2020 10:48:20 UTC

Latest news about Haitong Unitrust International Financial Leasing Co., Ltd.

Haitong Unitrust to Buy, Lease Back Equipment to Leader Education Unit	Apr. 22	MT
Haitong Unitrust International Financial Leasing Declares Final Dividend	Mar. 29	MT
Haitong Unitrust International Financial Leasing Co., Ltd. Proposes Final Dividend for the Year Ended 31 December 2023, Payable on July 25, 2024	Mar. 28	CI
Haitong Unitrust International Financial Leasing Co., Ltd. Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 28	CI
Haitong Unitrust’s Profit Rises by 5% in Fiscal 2023	Feb. 26	MT
Haitong Unitrust International to Sell Certain Underlying Assets for 958 Million Yuan	Feb. 07	MT
Haitong Unitrust, Yangzhou Deheng Revise Finance Lease Contract	Jan. 10	MT
Haitong Unitrust International's Nine-Month Profit Rises	23-10-31	MT
Haitong Unitrust International Financial Leasing Co., Ltd. Approves Interim Cash Dividend for the Year 2023, Payable on or Before December 8, 2023	23-10-18	CI
Haitong Unitrust International Financial Leasing Sells Underlying Assets to Caitong Securities Asset Management	23-09-14	MT
Caitong Securities Asset Management Co.,Ltd entered in to agreement to acquire Underlying Assets of Haitong Unitrust International Financial Leasing Co., Ltd. for CNY 1 billion.	23-09-12	CI
Haitong Unitrust International Financial Leasing Co., Ltd. Proposes Interim Dividend for the Six Months Ended 30 June 2023, Payable on 8 December 2023	23-08-30	CI
Haitong Unitrust International Financial Leasing Co., Ltd. Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-30	CI
Haitong Unitrust International Financial Leasing Co., Ltd. Enters into Current Finance Lease Contract with Yangzhou Deheng Digital Co., Ltd	23-08-24	CI
Haitong Unitrust International Financial Leasing's Profit Rises 5.6% in H1	23-08-07	MT
China Water Units Ink Finance Lease Agreements with Haitong Unitrust	23-08-03	MT
Solargiga Energy Holdings Unit Sells Photovoltaic Module Equipment to Haitong Unitrust for Leaseback	23-06-12	MT
Haitong Unitrust International Financial Leasing Co., Ltd. Enters into the Current Finance Lease Contract	23-05-30	CI
Haitong Unitrust International Financial Leasing Co., Ltd. Announces Final Dividend for the Year Ended 31 December 2022, Payable on 25 July 2023	23-05-12	CI
Haitong Unitrust International Financial Leasing Co., Ltd. Announces Executive Changes	23-05-12	CI
Haitong Unitrust International Financial Leasing Co., Ltd. Reports Earnings Results for the First Quarter Ended March 31, 2023	23-04-28	CI
Haitong Unitrust International Financial Leasing Co., Ltd. Proposes Final Dividend for the Year Ended 31 December 2022, Payable on July 25, 2023	23-03-30	CI
Haitong Unitrust International Financial Leasing Co., Ltd. Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-30	CI
Ren Peng to Retire as Non-Executive Director and Member of the Nomination Committee of Haitong Unitrust International Financial Leasing Co., Ltd	23-03-30	CI
Haitong Unitrust’s FY22 Profit Sees 8.5% Hike	23-02-17	MT

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Company Profile

Haitong Unitrust International Financial Leasing Co Ltd, formerly Haitong UniTrust International Leasing Co Ltd, is a China-based company mainly engaged in financial leasing business. The Company's finance lease business mainly includes the provision of direct equipment leasing, sales and leaseback service businesses. The operating lease business mainly includes aircraft leasing. Factoring services mainly include recourse factoring transactions, noticeable factoring transactions and online factoring services. Entrusted loan and other loan businesses mainly include financing loans to customers through entrusted loans. The consulting business includes providing various consulting services to financial leasing and factoring customers. The Company serves the transportation, industry, infrastructure, construction and real estate, medical, chemical and education industry areas.

Sector

Consumer Lending

Calendar

2024-08-29 - Q2 2024 Earnings Release (Projected)

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Sector Consumer Leasing

	1st Jan change	Capi.
HAITONG UNITRUST INTERNATIONAL FINANCIAL LEASING CO., LTD.	+1.22%	883M
ALLY FINANCIAL INC.	+10.07%	12.09B
CREDIT ACCEPTANCE CORPORATION	-4.27%	6.42B
JIANGSU FINANCIAL LEASING CO., LTD.	+9.71%	3.19B
FIVE-STAR BUSINESS FINANCE LIMITED	-4.80%	2.43B
UPSTART HOLDINGS, INC.	-46.50%	2.03B
AEON THANA SINSAP (THAILAND)	+1.56%	1.1B
LATITUDE GROUP HOLDINGS LIMITED	+0.43%	789M
ESCAR FILO KIRALAMA HIZMETLERI	+70.73%	467M
DIRECT FINANCE OF DIRECT GROUP (2006)LTD	+13.03%	375M

Consumer Leasing

Haitong Unitrust International Financial Leasing Co., Ltd.

Equities

1905

CNE100003K61

Consumer Lending

Haitong UniTrust International Leasing : ARTICLES OF ASSOCIATION

Latest news about Haitong Unitrust International Financial Leasing Co., Ltd.

Chart Haitong Unitrust International Financial Leasing Co., Ltd.

Company Profile

Income Statement Evolution

Annual profits - Rate of surprise

Sector Consumer Leasing