Fujian Nuoqi : PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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福 建 諾 奇 股 份 有 限 公 司

Fujian Nuoqi Co., Ltd.

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

(Stock Code: 1353)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The board of directors (the ''Board'') of Fujian Nuoqi Co., Ltd. (the ''Company'') hereby announces the proposed amendments to the Company's articles of association (the ''Articles of Association'').

According to the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97) 《( 關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批覆》 (國函[2019]97號)), the requirements on the notice period of the general meeting, shareholders' proposal right and convening procedures for joint stock companies incorporated in the People's Republic of China (''PRC'') and listed overseas shall be governed by the relevant provisions under the Company Law of the PRC, instead of the provisions under the Articles 20 to 22 of the Special Provisions of the State Council on Overseas Share Raising and Listing of Joint Stock Companies 《( 國 務 院 關 於 股 份 有 限 公 司 境 外 募 集 股 份 及 上 市 的 特 別 規 定》). Accordingly, the Company proposes to amend the relevant provisions in the Articles of Association as follows:

Original articles	Amended articles
Article 73 When the Company is to hold a	Article 73 When the Company is to hold an
shareholders' general meeting, it shall give a	annual shareholders' general meeting, it shall
written notice 45 days prior to the meeting,	notify the shareholders of the time and venue of
informing all the registered shareholders of the	the meeting, and the matters to be considered
matters to be deliberated at the meeting as well	20 days prior to the meeting; and the Company
as the date and place of the meeting.	shall notify the shareholders 15 days prior to an
Shareholders that intend to attend the	extraordinary shareholders' general meeting.
shareholders' general meeting shall, within 20
days prior to the meeting, deliver a written	The date of the meeting shall not be included
reply to the Company regarding the proposed	when the Company calculates the starting date.
attendance.
The date of the meeting shall not be included
when the Company calculates the starting date.

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Original articles

Amended articles

Article 74 Based on the written replies

Article 74 Matters which are not included in

received 20 days prior to a shareholders'

the notices set out in Articles 73 herein shall

general meeting, the Company shall calculate

not be resolved at the shareholders' general

the number of shares carrying voting rights of

meeting.

the shareholders intending to attend the

meeting. The Company may convene the

shareholders' general meeting if the number of

the shares carrying voting rights of the

shareholders who propose to attend is more

than half of the total number of shares carrying

voting rights of the Company. If

the

requirement is not met, the Company shall

publish an announcement containing the

proposed agenda, date and place of the meeting

within 5 days to re-notify the shareholders of

the meeting. The Company may convene the

shareholders' general meeting after having

published the announcement. No matters other

than those set out in the notice to convene any

extraordinary general meeting shall be

determined.

Article 80 The notice of a shareholders'

Article 80 The notice of a shareholders'

general meeting shall be delivered to

general meeting shall be delivered to

shareholders (whether or not entitled to vote

shareholders (whether or not entitled to vote

thereat) by personal delivery or mail postage

thereat) by personal delivery or mail postage

prepaid to the recipients‟address shown in the

prepaid to the recipients‟address shown in the

register of members. By the means accepted by

register of members. By the means accepted by

the relevant regulatory authorities at the place

the relevant regulatory authorities at the place

of listing, the notice of a shareholders' general

of listing, the notice of a shareholders' general

meeting

may

be

given

through

an

meeting

may

be

given

through

an

announcement.

announcement.

The announcement referred to in the preceding

The announcement referred to in the preceding

paragraph shall be published in the one or more

paragraph shall be published in the one or more

national newspapers designated by the

national newspapers designated by the

securities regulatory authority during the period

securities regulatory authority during the period

between 45 and 50 days prior to the meeting.

between 20 and 25 days prior to an annual

Once the announcement is made, all domestic

shareholders' general meeting and between 15

shareholders shall be deemed to have received

to 20 days prior to an extraordinary

the notice of the relevant shareholders' general

shareholder's general meeting. Once the

meeting.

announcement

is

made,

all

domestic

shareholders shall be deemed to have received

the notice of the relevant shareholders' general

meeting.

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Original articles	Amended articles
Article 136 A written notice convening a class	Article 136 A written notice convening a class
meeting shall be given 45 days before its	meeting shall be the same as the period for
convention, to notify shareholders whose	issuing a written notice of the non-class
names appear in the register of members for	meeting to be convened together with such
such class shares of the matters proposed to be	class meeting. Written notice shall notify the
considered and the date and place of the	registered shareholders of such class of the
meeting. Shareholders who intend to attend the	matters to be considered at the meeting and the
meeting shall serve a written reply to the	date and venue of the meeting.
Company 20 days prior to the date of the
meeting. The day of the meeting shall not be	If there is any requirement by the laws and
included when counting the day.	regulations in the jurisdiction where the shares
	of the Company are listed, such requirements
In the event that the number of shares (carrying	shall apply.
voting rights) held by shareholders who intend
to attend the meeting reaches 1/2 or more of
the total class shares with voting rights at the
meeting, the Company may convene the class
meeting; otherwise, the Company shall within 5
days notify the shareholders, again by way of
public announcement, of the matters to be
considered and the date and place of the
meeting. The Company may then proceed to
hold the meeting. If there is any requirement by
the laws and regulations in the jurisdiction
where the shares of the Company are listed,
such requirements shall apply.

The above proposed amendments to the Articles of Association are subject to the approval of the shareholders of the Company by way of a special resolution at an extraordinary general meeting of the Company to be held on 30 March 2020 (the ''EGM''), and shall take effect on the date of passing the relevant resolution at the EGM. Prior to the passing of the relevant resolution at the EGM, the current Articles of Association shall remain effective. For further details of the proposed amendments to the Articles of Association, please refer to the circular of the Company dated 11 February 2020.

The Proposed Amendments have been prepared in both Chinese and English. In the event of any discrepancy in the context, the Chinese version shall prevail.

By Order of the Board

Fujian Nuoqi Co., Ltd.

Xu Haiying

Chairman and Executive Director

Hong Kong, 11 February 2020

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Xu Haiying and Mr. Sit Hon Wing, one non-executive Director, namely Mr. Han Huiyuan, and three independent non-executive Directors, namely Mr. Chan Ming Sun Jonathan, Mr. Lee Chi Hwa Joshua and Mr. Mak Yiu Tong.

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