Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

彩 虹 集 團 新 能 源 股 份 有 限 公 司

IRICO GROUP NEW ENERGY COMPANY LIMITED*

REVISED NOTICE OF EXTRAORDINARY GENERAL MEETING

References are made to the notice of the extraordinary general meeting (the "EGM") dated 31 July 2020 and the announcement on the postponement of the EGM dated 14 August 2020 of IRICO Group New Energy Company Limited* (the "Company").

REVISED NOTICE IS HEREBY GIVEN that the EGM of the Company will be postponed to be held at 9:00 a.m. on Friday, 16 October 2020 at the conference room of the Company at No. 1 Caihong Road, Xianyang, Shaanxi Province, the People's Republic of China for the purpose of considering and, if thought fit, passing the following resolution:

- 1 -

SPECIAL RESOLUTION

1. To consider and approve the proposal in relation to the amendments to the articles of association of the Company (the full text of the revised proposed amendments to the articles of association is set out in Appendix I to this notice).

By order of the Board

IRICO Group New Energy Company Limited*

Si Yuncong

Chairman

Shaanxi Province, the PRC

22 September 2020

As at the date of this notice, the Board consists of Mr. Si Yuncong and Mr. Tong Xiaofei as executive directors, Mr. Fan Laiying and Mr. Ni Huadong as non- executive directors, and Mr. Feng Bing, Mr. Wang Jialu and Mr. Wang Zhicheng as independent non-executive directors.

  • For identification purpose only

- 2 -

Notes:

  1. The H share register of the Company is arranged to be closed from Thursday, 17 September 2020 to Friday, 16 October 2020 (both days inclusive), during which no transfer of the Company's H shares will be effected. The shareholders of H shares of the Company intending to attend the EGM are required to lodge their respective instrument(s) of transfer and the relevant share certificate(s) to the Company's H share registrar, Computershare Hong Kong Investor Services Limited by 4:30 p.m. on Wednesday, 16 September 2020.
  2. The shareholders of H shares of the Company whose names appear on the Company's register of members at the close of business on Wednesday, 16 September 2020 are eligible to attend the EGM after completing the registration procedures for attending the EGM, and are entitled to appoint one or more proxies, to attend and vote on his behalf at the EGM according to the articles of association of the Company. A proxy need not be a shareholder of the Company.
  3. Shareholder who intends to attend the EGM should complete the reply slip for attending the meeting attached herewith the notice and return it to the Company on or before Friday, 25 September 2020. The address of the Company is as follows: No. 1 Caihong Road, Xianyang, Shaanxi Province, the PRC. Reply slip can be delivered to the Company in person, by post or by facsimile. The facsimile no. is (86) 29 3333 3852.
  4. A revised proxy form for the EGM reflecting the change of the date of the EGM (the "New Proxy Form") is enclosed with this notice. If you have already completed and returned the proxy form for the EGM despatched to you on 31 July 2020 (the "Old Proxy Form"), you may ignore the New Proxy Form and take no further action, and the Old Proxy Form duly completed and returned by you shall continue to be valid. If you have not completed and returned the Old Proxy Form, you are advised to complete and return the New Proxy Form in accordance with the instructions printed thereon. If you choose to complete and return both the Old Proxy Form and the New Proxy Form, and if there is any inconsistency in relation to the information or instruction (including any voting instruction in connection with any of the resolutions) set out in those two proxy forms, the information and instructions set out in the New Proxy Form shall prevail.
    If the proxy form is signed by the attorney or any other person authorized by the appointer, the power of attorney or other authority must be notarized. If the appointer is a corporation, the proxy form shall be executed under seal or shall be executed by its director or a duly authorized person. In respect of the shareholders of H shares of the Company, the notarized power of attorney or other authority together with the proxy form must be delivered to the Company's H share registrar, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no less than 24 hours prior to the time designated for convening the EGM (i.e. before 9:00 a.m. on Thursday, 15 October 2020) or any adjournment thereof. In respect of the shareholders of domestic shares of the Company, the above documents should be delivered to the office of the secretary of the board of directors of the Company at No. 1 Caihong Road, Xianyang, Shaanxi Province, the PRC within the same period.
  5. A shareholder or proxy attending the EGM should produce his/her identity certificate.
  6. Voting at the EGM will be taken by poll.
  7. The EGM is expected to last for half a day. Shareholders (in person or by proxy) attending the EGM are responsible for their own transportation and accommodation expenses.

- 3 -

Appendix I

Details of the proposed amendments to the articles of association of the Company are set out as follows:

Original articles

Amended articles

Article 1

Article 1

⋯⋯

⋯⋯

The Company is exclusively established by

The Company is exclusively established by

IRICO Group Corporation ( 彩虹集團公司).

IRICO Group Corporation ( 彩 虹 集 團 公

) (renamed as IRICO Group Company

Limited ( 彩 虹 集 團 有 限 公 司)).

Article 6

Article 6

The Articles of Association is enacted

The Articles of Association is enacted

pursuant to the Company Law, the Mandatory

pursuant to the Company Law, the Special

Provisions, the Zheng Jian Hai Han and other

Regulations, the Mandatory Provisions,

relevant laws and regulations of the PRC.

the Zheng Jian Hai Han, the Constitution

Save as the Company Law, the relevant laws

of Communist Party of Chinaand other

and regulation require otherwise or approval

r e l e v a n t l a w s a n d r e g u l a t i o n s o f t h e

of the authorized approval authorities of

PRC for the purpose of standardizing

the State Council, the terms included in the

the organization and behaviour of the

Articles of Association in accordance with

Company, protecting the legitimate

the requirement of the Mandatory Provisions

i n t e r e s t s o f t h e C o m p a n y a n d i t s

shall not be amended or abolished.

shareholders, adhering to and enhancing

the Communist Party's guidance on the

Company and improving the corporate

governance structure. Save as the Company

Law, the relevant laws and regulation require

otherwise or approval of the authorized

approval authorities of the State Council, the

terms included in the Articles of Association

in accordance with the requirement of the

Mandatory Provisions shall not be amended

or abolished.

Article 8

Article 8

In accordance with the relevant provisions

In accordance with the relevant provisions

under the Constitution of the Communist

under the Constitution of the Communist

Party of China, the Company shall establish

Party of China, the Company shall establish

an organisation of the Communist Party of

an organisation of the Communist Party

China. The Party Committee shall perform

of China, carry out the activities of the

the core leadership and core political

Party, set up working organs for the Party,

functions, controlling the directions,

allocate sufficient competent staff to deal

managing the overall situation and ensuring

with Party affairsand guarantee sufficient

the implementation. The Company shall set

funds to operate the Party organisation.

up a working organ for the Party, allocate

sufficient staff to deal with Party affairs and

guarantee sufficient funds to operate the Party

organisation.

- 4 -

Original articles

Amended articles

Article 9

Article 9

The Articles of Association of the Company

The Articles of Association of the Company

shall be binding on the Company, its

shall be binding on the Company, its

shareholders, Directors, supervisors, general

shareholders, members of the Party

manager, assistant general manager and

Committee, Directors, supervisors, general

other senior management. All the persons

manager, assistant general manager and

mentioned above may, pursuant to the Articles

other senior management. All the persons

of Association, put forward claims concerning

mentioned above may, pursuant to the Articles

the affairs of the Company.

of Association, put forward claims concerning

the affairs of the Company.

The shareholders may, in accordance with

the Articles of Association, bring litigations

The shareholders may, in accordance with

against the Company. The Company may, in

the Articles of Association, bring litigations

accordance with the Articles of Association,

against the Company. The Company may, in

bring litigations against the shareholders.

accordance with the Articles of Association,

The shareholders may, in accordance with

bring litigations against the shareholders.

the Articles of Association, bring litigations

The shareholders may, in accordance with

against each other. The shareholders may, in

the Articles of Association, bring litigations

accordance with the Articles of Association,

against each other. The shareholders may, in

bring litigations against the Directors,

accordance with the Articles of Association,

supervisors, manager and other senior

bring litigations against the Directors,

management.

supervisors, manager and other senior

management.

The above-mentioned prosecution includes

suits brought up to the courts or arbitrations

The above-mentioned prosecution includes

applied for to the arbitration institutions; the

suits brought up to the courts or arbitrations

above-mentioned other senior management

applied for to the arbitration institutions; the

personnel include chief financial officer,

above-mentioned other senior management

board secretary and assistant general manager;

personnel include chief financial officer,

the above-mentioned General Manager,

board secretary and assistant general manager;

Deputy General Manager and Assistant

the above-mentioned General Manager,

General Manager can, in accordance with

Deputy General Manager and Assistant

the needs of the Company's management, be

General Manager can, in accordance with

referred to as the President, Deputy President,

the needs of the Company's management, be

Assistant President separately.

referred to as the President, Deputy President,

Assistant President separately.

- 5 -

Original articles

Amended articles

Article 11

Article 11

The Company is an independent corporation.

The Company is an independent corporation.

All acts of the Company shall comply with

All acts of the Company shall comply with

the laws and regulations of China and the

the laws and regulations of China and the

place outside China where the Company

place outside China where the Company

is listed as foreign investment shares, and

is listed as foreign investment shares, and

protect the legitimate rights and interests of

protect the legitimate rights and interests of

the shareholders. The Company's full capital

the shareholders. The Company's full capital

shall be divided into equal shares, and the

shall be divided into equal shares, and the

shareholder shall hold responsibility to the

shareholder shall hold responsibility to the

Company in accordance with its shares, while

Company in accordance with its shares, while

the Company shall be responsible for its debts

the Company shall be responsible for its debts

with all its assets.

with all its assets.

Under the premise of complying with Chinese

Under the premise of complying with Chinese

laws and administrative regulations, the

laws and administrative regulations, the

Company shall have the right to finance

Company shall have the right to finance or

or loan. The financing of the Company

loan. The financing or borrowingof the

includes (but is not limited to) the issuance

Company includes (but is not limited to)

of corporate bonds, mortgage or pledge of

borrowing from financial institutions,

the ownership or use rights of part or all of

and the issuance of corporate bonds and

the Company's assets, or any other rights

convertible bonds.The financing can be

permitted by Chinese laws and administrative

exercised through mortgage or pledge of

regulations; however, the Company shall, in

the ownership or use rights of part or all of

the process of exercising the above-mentioned

the Company's assets, or any other rights

rights, not undermine or abolish the rights of

permitted by Chinese laws and administrative

shareholders of any kind.

regulations; however, the Company shall, in

the process of exercising the above-mentioned

rights, not undermine or abolish the rights of

shareholders of any kind.

Article 12

Article 12

The Company's business purpose is to

The Company's business purpose is to

make benefits for the shareholders thereof,

enhance the core competitiveness of the

well-being for the employees thereof, and

products through continuous scientific and

contribution to the society.

technological innovation, so as to build a

world-class green energy enterprise, as well

asmake benefits for the shareholders thereof,

well-being for the employees thereof, and

contribution to the society.

- 6 -

Original articles

Amended articles

Article 30

Article 30

I n t h e f o l l o w i n g c i r c u m s t a n c e s , t h e

I n t h e f o l l o w i n g c i r c u m s t a n c e s , t h e

Company may repurchase its issued shares

Company may repurchase its issued shares in

in accordance with the procedures provided

accordance with the procedures provided in

in the Articles of Association and with the

the Articles of Association1:

approval of the relevant governing authorities

of the PRC:

(1)

to reduce the capital of the Company by

cancelling shares;

(1) to reduce the capital of the Company by

cancelling shares;

(2)

to amalgamate with other companies

which own shares in the Company;

(2) to amalgamate with other companies

which own shares in the Company;

(3)

to utilize its shares in employee stock

ownership plans or share incentive;

(3) other circumstances which are permitted

b y t h e l a w s a n d a d m i n i s t r a t i v e

(4)

where the shareholders, who disagree

regulations.

with the resolution in relation to

merger or division of the Company

made at the general meeting, require

the Company to repurchase the shares;

(5)

to utilize its shares to satisfy the

conversion of convertible bonds issued

by the Company;

(6)

to safeguard the value of the Company

and the interests of the shareholders

when necessary.

1. Despite the amendments to the Articles of Association with respect to the share repurchase by the Company, the Company shall still be subject to the relevant requirements and restrictions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") for any share repurchase, including but not limited to the relevant provisions of Chapters 10 and 19A. In particular, pursuant to Rule 10.06(5) and Rule 19A.24 of the Listing Rules, the listing status of all H shares repurchased by the Company shall be automatically cancelled upon repurchase, and the Company must apply for listing of any further issues of H shares in the normal way. The Company shall ensure that the documents of title of the repurchased H shares are cancelled and destroyed as soon as reasonably practicable following the settlement of any repurchase of H shares.

- 7 -

Original articles

Amended articles

In the event that the Company purchases

its shares under either circumstance as

mentioned in item (1) and (2) of the above

paragraph, a resolution thereon shall be

made at the general meeting. Where the

Company purchases its shares under either

circumstance as mentioned in item (3), (5)

and (6) of the above paragraph, a Board

resolution thereon may, pursuant to the

requirements of the Articles of Association

or the mandate of the general meeting, be

passed at a Board meeting that is attended

by at least two-thirds of Directors.

In the event that the Company purchases its shares in accordance with the first paragraph of this Article under the circumstance as mentioned in item (1), the shares shall be cancelled within ten days from the date of purchase; in the event that the Company purchases its shares under either circumstance as mentioned in item

  1. and (4), the shares shall be transferred or cancelled within six months; in the event that the Company purchases its shares under either circumstance as mentioned in item (3), (5) and (6), the total number of shares held by the Company shall not exceed 10% of the total issued shares of the Company and shall be transferred or cancelled within 3 years.

When the Company repurchases its own shares, it shall perform the information disclosure obligations in accordance with the requirements of the securities supervisory authorities. If the Company repurchases its shares under either circumstance as mentioned in item (3),

  1. and (6) of the first paragraph of this Article, it shall be conducted through open centralized trading. The Company shall not accept its shares as the subject matters of a pledge.

- 8 -

Original articles

Amended articles

Article 31

Article 31

The Company may with the approval of

The Company may repurchase its sharesin

relevant authorities of the State repurchase its

any of the following manner:

shares in any of the following manner:

(1) to make a repurchase offer to all

(1) to make a repurchase offer to all

shareholders in proportion to their

shareholders in proportion to their

respective shareholdings;

respective shareholdings;

(2) to repurchase shares in open trading on

(2) to repurchase shares in open trading on

a stock exchange;

a stock exchange;

(3) t o r e p u r c h a s e s h a r e s b y w a y o f

(3) t o r e p u r c h a s e s h a r e s b y w a y o f

agreement other than through a stock

agreement other than through a stock

exchange.

exchange.

Article 46

Article 46

No registration of the changes relating to

If any provisions of the PRC laws and

share transfer shall be made in the register of

regulations and the securities regulatory

shareholders within thirty (30) days prior to

rules of the place where the Company's

the general meeting or within five (5) days

shares are listed require a period of closure

prior to the record date for determining the

of the register of shareholders prior to the

distribution of dividends.

date of a shareholders' general meeting or

before the record date for determining the

distribution of dividends, such provisions

shall apply.

- 9 -

Original articles

Amended articles

Article 62

Article 62

The shareholders' general meeting being

To hold an annual general meeting,

held, the notice shall, in accordance with

the Company shall, in accordance with

the provisions of Article 66, be issued 45

Article 66, issue a notice of the meeting

days before the meeting, to notify all the

to all shareholders twenty (20) clear

shareholders on record the matters to be

business days prior to the meeting. To

discussed at the meeting and meeting site and

hold an extraordinary general meeting, the

date. The shareholders intended to attend the

Company shall issue a notice of the meeting

shareholders' general meeting shall reply in

to all shareholders ten (10) clear business

writing to the Company 20 days before the

days or fifteen (15) days (whichever is

meeting.

longer) prior to the meeting.

In calculating the notice period, the date of

meeting shall be excluded.

The issuance date of the notice shall be the

date of delivering the relevant notice to

post office by the Company or the share

registrar appointed by the Company.

The "business day" mentioned in the

Articles of Association shall mean the date

on which the Hong Kong Stock Exchange

opens for securities trading.

Article 65

Article 65

The Company shall convene the general

Resolution(s) should not be passed in general

meeting if the written replies received from

meetings on matters that are not stated in the

the shareholders by the Company twenty (20)

notice of meeting.

days before the date of the meeting show that

the number of shares carrying voting rights

represented by the shareholders who intend

to attend is more then one-half of the total

number of shares with voting rights, failing

which the Company shall, within five (5)

days, inform the shareholders again in the

form of public notice the proposed matters for

consideration at the meeting and the date and

venue of the meeting. General meetings may

be convened after such notification has been

published.

Resolution(s) should not be passed in general

meetings on matters that are not stated in the

notice of meeting.

- 10 -

Original articles

Amended articles

Article 67

Article 67

The notice of a general meeting shall be

The notice of a general meeting shall be

sent to shareholders, regardless of whether a

sent to shareholders, regardless of whether a

shareholder is entitled to vote at the meeting,

shareholder is entitled to vote at the meeting,

by hand or by pre-paid post, the service

by hand or by pre-paid post, the service

address shall be the address on the register

address shall be the address on the register

of shareholders; or it shall be in writing or

of shareholders; or it shall be in writing or

by electronic means or such other means as

by electronic means or such other means as

provided or permitted by the relevant laws

provided or permitted by the relevant laws

or regulations or listing rules or regulatory

or regulations or listing rules or regulatory

authorities of the place of listing of the

authorities of the place of listing of the

Company. As for domestic shareholders, the

Company. As for domestic shareholders, the

notice of a general meeting may be given in

notice of a general meeting may be given in

the form of announcement.

the form of announcement.

The announcement referred to above shall

The announcement referred to above shall

be published forty-five (45) days to fifty

be published on the Company's website

  1. days prior to the date of the meeting in and the website of the stock exchangea newspaper or several national newspapers at least twenty (20) clear business daysprescribed by the authorities of the State prior to an annual general meeting andCouncil responsible for securities. Once ten (10) clear business days or fifteenpublished, all domestic shareholders shall be (15) days (whichever is longer) prior todeemed to have received the relevant notice an extraordinary general meeting. Onceof the general meeting. The Chinese and published, the shareholders shall be

English version of such announcements shall

deemed to have received the relevant notice

be published on a major Chinese newspaper

of the general meeting. In calculating the

and one English newspaper in Hong Kong on

notice period, the date of meeting shall be

the same day.

excluded.

Subject to the laws, regulations, the listing

rules of the place where the shares of

the Company are listed and the Articles

of Association, the notice of a general

meeting, circular of shareholders and

relevant documents may be published on

the websites of the Company and the Hong

Kong Stock Exchange.

- 11 -

Original articles

Amended articles

Article 75

Article 75

Resolutions of the general meeting shall be

Resolutions of the general meeting shall be

divided into ordinary resolutions and special

divided into ordinary resolutions and special

resolutions.

resolutions.

Ordinary resolution of a general meeting shall

Ordinary resolution of a general meeting shall

be passed by more than one-half of the voting

be passed by a majority ofthe voting rights

rights held by the shareholders (including

held by the shareholders (including proxies)

proxies) present at the meeting.

present at the meeting.

Special resolution of a general meeting

Special resolution of a general meeting

shall be passed by more than two-thirds of

shall be passed by more than two-thirds of

the voting rights held by the shareholders

the voting rights held by the shareholders

(including proxies) present at the meeting.

(including proxies) present at the meeting.

Article 95

Article 95

The Company shall, in accordance with the

The Company shall, in accordance with

provisions of Article 66 of the Articles, in

the requirements on convening a general

forty-five (45) days before the date of class

meeting under Article 62 of the Articles

meeting of shareholders, send written notice

of Association, send a notice of the class

of the class meeting and inform all registered

meeting and inform all registered shareholders

shareholders of that class of the matters to

of that class of the matters to be considered

be considered at the class meeting and the

at the class meeting and the date and venue

date and venue of the class meeting. Those

of the class meeting. In calculating the

shareholders of the class who intend to attend

notice period, the date of meeting shall be

shall send the written reply to the Company

excluded.

twenty (20) days before the class meeting.

Where the number of class shares held by

those shareholders who intend to attend

and who have the right to vote is more than

one-half of the total number of shares of that

class with the voting rights, the Company

shall convene that class meeting, failing which

the Company shall, within five (5) days,

inform the shareholders of the class again in

the form of public notice the proposed matters

for consideration at the class meeting and the

date and venue of the class meeting. Class

meeting be convened after such notification.

- 12 -

Original articles

Amended articles

Article 98

Article 98

T h e C o m p a n y s h a l l s e t u p t h e P a r t y

In accordance with the Constitution

Committee consisting of one secretary and

of the Communist Party of China and

several other members and a deputy secretary

with the approval of higher-level Party

shall be designated to be responsible for the

organizations, the Company has established

Party construction works of the Company.

t h e C o m m i t t e e o f t h e C o m m u n i s t

Eligible members of the Party Committee are

Party of China of IRICO Group New

allowed to join the Board, the Supervisory

Energy Company Limited* (the "Party

Committee and the management through

Committee of the Company"). Meanwhile,

legal procedures. Eligible members in the

the Company has also established the

Board, the Supervisory Committee and the

Discipline Inspection Commission of

management are allowed to join the Party

the Communist Party (the "Discipline

Committee in accordance with relevant

Inspection Commission of the Company")

provisions and procedures. Meanwhile, the

according to the relevant requirements. The

Commission for Discipline Inspection shall

Party Committee of the Company consists

be established in accordance with provisions.

of seven members, one secretary and one

deputy secretary. The secretary shall be

the general manager of the Companyand

a deputy secretary shall be designated to be

responsible for the Party construction works of

the Company. Eligible members of the Party

Committee are allowed to join the Board, the

Supervisory Committee and the management

through legal procedures. Eligible members

in the Board, the Supervisory Committee

and the management are allowed to join the

Party Committee in accordance with relevant

provisions and procedures.

Pursuant to relevant requirements, the

Party Committee of the Company shall

establish and optimize the grassroots

organizations of the Party and carry

out activities of the Party. The Party

Committee of the Company shall be elected

by the Party member representative

congress, generally with each term of office

of five years. Regular re-election shall

be conducted upon the expiration of the

term of office. Each term of office of the

Discipline Inspection Commission of the

Company shall be the same as the Party

Committee.

- 13 -

Original articles

Amended articles

Article 99

Article 99

The Party Committee of the Company shall

The Party Committee of the Company

discharge its duties in accordance with the

shall discharge its duties in accordance

provisions under the Constitution of the

with the provisions under the Constitution

Communist Party of China and the Working

of the Communist Party of China and the

Rules of the Party Group of the Communist

Regulations on the Work of Communist

Party of China.

Party Grassroots Organizations of

the State - owned Enterprises (Trial

(1) G u a r a n t e e a n d

s u p e r v i s e

t h e

Implementation) ( 中 國 共 產 黨 國 有 企

i m p l e m e n t a t i o n

o f p o l i c i e s

a n d

業 基 層 組 織 工 作 條 例( 試 行)), and

guidelines of the Party and the State

play a leading role, provide the directions,

in the Company, and implement major

manage the overall situation, ensure the

strategic decisions of the Central

implementation and discuss and make

Committee of the Party and the State

decisions on major issues of the Company in

Council, as well as make deployment

accordance with relevant regulations. The

for the relevant material works of the

principal duties of the Party Committee of

Party committee of the State-owned

the Company include:

Assets Supervision and Administration

Commission of the State Council and

(1) Strengthen the Party's political

the higher-level Party organizations.

construction, improve the political

awareness, enhance political leading

(2) Strengthen its leadership and gate

role, improve political ability and

keeping role in the management of the

guard against political risk of the

process of selection and appointment

Company, as well as educate and

of personnel, focusing on standards,

guide all Party members to resolutely

procedure, evaluation, recommendation

safeguard the position of the Party

and supervision, and insist on the

Central Committee and the whole

combination of the principles of

Party with Comrade Xi Jinping as the

management of cadres by the Party with

core, resolutely upheld the authority

the selection of operation managers by

and unified leadership of the Party

the Board and the right of employment

Central Committee;

by the operation managers in accordance

with laws.

- 14 -

Original articles

Amended articles

  1. Consider and discuss the reform, (2) Study and implement Xi Jinping

development and stability of the

Thought on Socialism with Chinese

Company, major operational and

Characteristics for a New Era, carry

management issues and major issues

out the principles and policies of

concerning employee interests, and

the Party and ensure that the major

put forth comments and suggestions.

decisions and deployment of the

Support the shareholders' general

Party Central Committee and the

meeting, the Board, the Supervisory

resolutions of higher-level Party

Committee and the senior management

organizations are implemented in

in performing their duties in accordance

the Company, as well as promote

with law and support the congress of

t h e C o m p a n y t o u n d e r t a k e i t s

employees in carrying out its work.

responsibility and mission, focus

on the main responsibilities and

principal businesses and serve the

(4) Assume the primary responsibility to

material strategies of the country to

run the Party comprehensively with

fully fulfill economic, political and

strict discipline, lead the Company's

social responsibilities;

ideological and political work, the

u n i t e d f r o n t w o r k , t h e s p i r i t u a l

(3) Consider and discuss the major

civilization building, corporate culture

operational and management issues

cultivation as well as the work of groups

of the Company, and support the

such as the labour union of the Company

shareholders' general meeting, the

and the Communist Youth League, take

Board, the Supervisory Committee and

the lead on improving Party conduct

the management in performing their

and upholding integrity and support the

duties in accordance with laws;

Commission for Discipline Inspection

in practical performance of oversight

(4) Strengthen the leadership and gate

responsibility.

keeping role in the selection and

appointment of personnel of the

(5) Other material matters that fall within

Company and enhance the building of

the duties of the Party Committee.

the leading team and talents team of

management;

(5) Assume the primary responsibility

of the Company to govern the Party

comprehensively with strict discipline,

support the discipline inspection

institutions to fulfil its supervisory

responsibility and promote Party

self-governance exercised fully and

with rigor into the grassroots level;

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Original articles

Amended articles

(6) Strengthen the construction of

working style of the Party in the

Company, strictly implement the

spirit of the eight-point frugality

code issued by the Party Central

Committee and resolutely combat

formalism, bureaucracy, hedonism and

extravagance, especially the formalism

and bureaucracy;

(7) Strengthen the building of grassroots

Party organisation and Party member

team, and unite and lead officials and

employees to devote themselves into

the reform and development of the

Company;

(8) Lead the ideological and political

work, the spirit and civilisation

construction and the united front

work of the Company, as well as

lead mass organisations such as the

Labour Union and Communist Youth

League of the Company.

Article 101

Article 101

The Company shall establish a Board, which

The Company shall establish a Board, which

shall comprise seven (7) Directors, including

shall comprise seven (7) Directors, including

one (1) Chairman.

one (1) Chairman.

The Board is independent of the controlling

The Board is independent of the controlling

o r g a n i z a t i o n s ( h e r e i n m e a n i n g t h o s e

o r g a n i z a t i o n s ( h e r e i n m e a n i n g t h o s e

corporations, enterprises or institutions with

corporations, enterprises or institutions with

the status of legal person which control the

the status of legal person which control the

Company).

Company).

The external Directors (herein meaning

The external Directors (herein meaning

those Directors who do not hold office in the

those Directors who do not hold office in the

Company) shall represent 50% or more of the

Company) shall represent 50% or more of

members of the Board, of which two (2) or

the members of the Board, and not less than

more shall be Independent Directors (herein

one-third of the members of the Board

meaning those Directors who are independent

shall be Independent Directors(herein

of the shareholders and do not hold office in

meaning those Directors who are independent

the Company).

of the shareholders and do not hold office in

the Company).

- 16 -

Original articles

Amended articles

Article 107

Article 107

The Board meetings shall be held at least

The Board meetings shall be held at least

twice every year and shall be convened by

four timesevery year and shall be convened

the Chairman. The notice for such meeting

by the Chairman. The notice for such meeting

shall be given to all Directors ten (10)

shall be given to all Directors fourteen (14)

days in advance. In case of emergencies,

daysin advance. In case of emergencies,

an extraordinary Board meeting may be

an extraordinary Board meeting may be

convened if proposed by shareholders with

convened if proposed by shareholders with

more than one-tenth of voting rights, more

more than one-tenth of voting rights, more

than one-third of Directors, two (including

than one-third of Directors, two (including

two) independent Directors or supervisors or

two) independent Directors or supervisors or

the general manager of the Company.

the general manager of the Company.

The reasonable expenses incurred by the

The reasonable expenses incurred by the

Directors for attending board meeting shall be

Directors for attending board meeting shall be

borne by the Company. Such expenses include

borne by the Company. Such expenses include

traveling expenses incurred by the Directors

traveling expenses incurred by the Directors

for traveling from his place to the meeting

for traveling from his place to the meeting

venue (if a Director's place is different from

venue (if a Director's place is different from

the meeting venue), food and board expenses

the meeting venue), food and board expenses

during the meeting period, rental for the

during the meeting period, rental for the

meeting venue and transport expenses for

meeting venue and transport expenses for

traveling to the meeting venue.

traveling to the meeting venue.

- 17 -

Original articles

Amended articles

CHAPTER 19 LABOR AND PERSONNEL

CHAPTER 19 STAFF DEMOCRATIC

SYSTEM

MANAGEMENT ANDLABOR AND

PERSONNEL SYSTEM

Article 179

Article 179

Appropriate labor and personnel system

Appropriate staff democratic management

suitable for the specific circumstances of the

andlabor and personnel and salary system

Company shall be made in accordance with

suitable for the specific circumstances of the

the relevant provisions of the Labor Law of

Company shall be made in accordance with

the People's Republic of China.

the relevant provisions of the Labor Law of the

People's Republic of China and relevant laws

to protect the legitimate rights and interests

of employees.

The Company shall promote the publicity

of its business and enable staff members

to exercise their rights to know, to

participate, to express and to supervise in

accordance with the provisions of laws and

regulations. Major decisions shall be made

by listening to the opinions of employees,

and major issues concerning the vital

interests of employees shall be reviewed by

the employee congress.

The Company shall adhere to and improve the

system of employee supervisors and safeguard

the rights of employee representatives to

participate in corporate governance in an

orderly manner.

- 18 -

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IRICO Group New Energy Co. Ltd. published this content on 22 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2020 08:34:06 UTC