Shanghai Dongzheng Automotive Finance : ARTICLES OF ASSOCIATION

March 13, 2020 at 07:43 am EDT

Shanghai Dongzheng Automotive Finance Co., Ltd.*

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

Articles of Association

10 March, 2020

Approved at the Fourth Extraordinary General Meeting in 2019

and

Approved by CBIRC (Hu Yin Bao Jian Fu 2020 No. 114)

	CONTENTS
Chapter 1	General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Chapter 2	Objectives and Scope of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Chapter 3	Shares, Transfer of Shares and Registered Capital . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Chapter 4	Capital Reduction and Repurchase of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Chapter 5	Financial Assistance for the Purchase of the Company's Shares . . . . . . . . . . . . . . . . .	22
Chapter 6	Share Certificates and Register of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
Chapter 7	Rights and Obligations of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
Chapter 8	General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	48
Chapter 9	Special Procedures for Voting by Class Shareholders . . . . . . . . . . . . . . . . . . . . . . . . .	69
Chapter 10	Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	74
Chapter 11	Secretary to the Board of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	92
Chapter 12	General Manager of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	95
Chapter 13	Board of Supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	97
Chapter 14 Qualifications and Obligations of Directors, Supervisors, General Manager and
	Other Senior Management Officers of the Company . . . . . . . . . . . . . . . . . . . . . . . .	101
Chapter 15 Financial and Accounting System and Profit Distribution . . . . . . . . . . . . . . . . . . . . . .	115
Chapter 16 Appointment of Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	122
Chapter 17 Merger and Division of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	129
Chapter 18 Dissolution and Liquidation of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	131
Chapter 19 Procedures for Amending the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . .	136
Chapter 20	Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	137
Chapter 21	Settlement of Dispute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	138
Chapter 22	Supplementary Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	140

Note: In the side notes to the Articles of Association, "Company Law" refers to the "Company Law of the People's Republic of China" (2018 revision); "Mandatory Provisions" refers to the Mandatory Provisions for the Articles of Association of Companies to be Listed Overseas (Zheng Wei Fa [1994] No. 21) jointly issued by the former Securities Commission of the State Council and the former State Commission for Restructuring the Economic System; "Letter of Opinions" refers to the Letter of Opinions on Supplementary Amendments to Articles of Association of Companies to be Listed in Hong Kong (Zheng Jian Hai Han [1995] No. 1) jointly issued by the Overseas Listing Department of China Securities Regulatory Commission ("CSRC") and the former Production System Division of the State Commission for Restructuring the Economic System; "Opinions" refers to the "Opinions on Further Promoting Standardized Operation and Deepening Reform of Overseas Listed Companies" (Guo Jing Mao Qi Gai [1999] No. 230) jointly issued by the former State Economic and Trade Commission and the CSRC; "Guidelines for Articles of Association" refers to the "Guidelines for Articles of Association of Listed Companies (2016 Revision)" (CSRC Announcement [2016] No. 23) issued by the CSRC; "Main Board Listing Rules" means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time; "Appendix 3 to the Main Board Listing Rules" means Appendix 3 to the Main Board Listing Rules; "Appendix 13D to the Main Board Listing Rules" means Part D of Appendix 13 to the Main Board Listing Rules.

Shanghai Dongzheng Automotive Finance Co., Ltd.*

Articles of Association

	Chapter 1	General Provisions
Article 1	In order to safeguard the	legitimate rights and interests	Article 1 of
	of Shanghai Dongzheng Automotive Finance Co., Ltd.*	the Mandatory
	(the "Company") and its shareholders and creditors, and	Provisions
	standardize the organization and activities of the Company,	Article 1 of
	these articles of association	(the "Articles of Association")	the Guidelines
	are formulated in accordance with the Company Law of	for Articles of
	the People's Republic of China (the "Company Law"),	Association
	the Securities Law of the People's Republic of China (the
	"Securities Law"), the Special Regulations of the State	Section 1(a) of
	Council on Overseas Offering and Listing of Shares by Joint	Appendix 13D to the
	Stock Companies ("Special Regulations"), the Mandatory	Main Board Listing
	Provisions for the Articles of Association of Companies to	Rules
	be Listed Overseas, the Letter of Opinions on Supplementary
	Amendments to Articles of Association of Companies to	Unless otherwise
	be Listed in Hong Kong, the Rules Governing the Listing	stated, any reference
	of Securities on The Stock Exchange of Hong Kong	to the Mandatory
	Limited ("Main Board Listing Rules"), the Measures for	Provisions and the
	the Administration of Auto Finance Companies and other	Letter of Opinions
	relevant regulations as well as the Guidelines for Articles of	below shall be
	Association of Listed Companies (2016 Revision).	considered as a
			reference to Section
			1(a) of Appendix

13D to the Main Board Listing Rules as well.

Article 2	The Company is a joint stock company with limited liability	Article 1 of
	incorporated under the Company Law, the Special Regulations	the Mandatory
	and other relevant laws and administrative regulations of the	Provisions
	People's Republic of China (the "PRC").		Article 2 of
			the	Guidelines
	The Company is a joint-stock limited company promoted by all	for Articles	of
	the shareholders of Shanghai Dongzheng Automobile Finance	Association
	Co., Ltd.* and established on the basis of Shanghai Dongzheng
	Automobile Finance Co., Ltd.*. The Company was registered
	with Shanghai Administration for Industry and Commerce on
	August 15, 2018 and obtained a business license with a unified
	social credit code of 91310000717885619E when it was
	established.
Article 3	Registered Chinese name of the Company: 上海東正汽車金融 Article 2 of
	股份有限公司		the Mandatory
			Provisions
	Registered English name of the Company:	Shanghai	Article 4 of
	Dongzheng Automotive Finance Co., Ltd.*		the	Guidelines

			for	Articles	of
			Association
Article 4	Domicile of the Company: Unit ABC, 30/F, Mirae Asset	Article 3 of
	Tower, No.166, Lu Jia Zui Ring Road, Pilot Free Trade Zone,	the Mandatory
	Shanghai, PRC.		Provisions
	Postal code: 200120		Article 5 of
	Tel: (86-21)20689999		the	Guidelines
	Fax: (86-21)20689996		for Articles	of
			Association
Article 5	The Chairman of the Company is the legal representative of the	Article 4 of
	Company.		the Mandatory
			Provisions
			Article 8 of
			the	Guidelines
			for	Articles	of
			Association

Article 6	All assets of the Company are divided into shares of equal par	Article 9 of
	value. The shareholders shall be liable to the Company to the	the	Guidelines
	extent of their respective subscribed shares, and the Company	for	Articles	of
	shall be liable for its debts of the Company to the extent of all	Association
	its assets.
Article 7	The Company is a joint stock company with limited liability	Article 5 of
	with perpetual existence.	the Mandatory
		Provisions
		Article 7 of
		the	Guidelines
		for	Articles	of
		Association
Article 8	The Articles of Association, adopted by special resolution	Article 6 of
	at the general meeting of the Company and approved by the	the Mandatory
	relevant authorities of the PRC, shall come into effect from	Provisions
	the date of listing of overseas listed foreign shares of the
	Company on The Stock Exchange of Hong Kong Limited (the
	"Hong Kong Stock Exchange") and supersede the articles

of association of the Company formerly registered with the industrial and commercial administration authority.

From the date on which the Articles of Association come into Article 10 of effect, the Articles of Association shall constitute a legally the Guidelines binding document governing the Company's organization and for Articles of activities, and the rights and obligations between the Company Association and its shareholders and among the shareholders.

Article 9	The Articles of Association shall be binding on the Company	Article 7 of
	and its shareholders, directors, supervisors, general manager	the Mandatory
	and other senior management officers. The aforementioned	Provisions
	persons may make claims for alleged rights regarding the	Article 10 of
	Company's affairs pursuant to the Articles of Association.	the	Guidelines
		for	Articles	of
	Without prejudice and pursuant to the provisions of the	Association
	Articles of Association, shareholders may sue the Company;
	the Company may sue its shareholders, directors, supervisors,
	general manager and other senior management officers; a
	shareholder may sue other shareholders; a shareholder may
	sue the Company's directors, supervisors, general manager and
	other senior management officers.
	The term "sue" as referred to in the preceding paragraph
	shall include legal proceedings with a court or arbitration
	proceedings.
	"Senior management officers" referred to herein refer to the	Article 11 of
	general manager, deputy general managers, chief financial	the	Guidelines
	officer, secretary to the board of directors and assistant to	for	Articles	of
	the general manager and other personnel identified as senior	Association
	management officers by the board of directors (the "Board") of
	the Company.
Article 10	The Company is legally subject to the supervision and
	administration of the China Banking and Insurance Regulatory
	Commission and any agency delegated by it ("CBIRC") and
	other competent regulatory authorities.
Article 11	Subject to approval by the CBIRC, the Company may invest	Article 8 of
	in other enterprises and shall be liable to such enterprises to	the Mandatory
	the extent of its capital contribution thereto. Unless otherwise	Provisions
	provided by law, the Company shall not be a contributor to an
	enterprise with joint and several liability for the debts of such
	enterprise.

Chapter 2 Objectives and Scope of Business

Article 12	The objectives of the Company are to employ prudent business	Article 9 of
	philosophy, strict risk control, standardize organization	the Mandatory
	management and leverage advanced management experience	Provisions
	and operation models to carry out auto finance business in	Article 12 of
	accordance with the laws and regulations and based on the	the	Guidelines
	market conditions of the PRC, so as to provide high-quality	for	Articles	of
	financial services for customers, pursue maximum value	Association
	for shareholders, fulfill social responsibilities and achieve
	sustainable development.
Article 13	The business scope of the Company shall be subject to	Article 10 of
	the items approved by the industrial and commercial	the Mandatory
	administration authority. As approved by the CBIRC and	Provisions
	registered according to law, the Company's business scope	Article 13 of
	comprises:	the	Guidelines
		for	Articles	of

Taking time deposits with maturity of no less than Association three months from domestic shareholders and domestic subsidiaries wholly owned by foreign shareholder or by
groups that a foreign shareholder belongs to;
Accepting security deposit from auto dealers for loans which are used to purchase automobiles and accepting auto lease security deposit from lessees;
Issuing financial bonds, subject to approval;
Interbank lending and borrowing;
Borrowing from financial institutions;
Providing loans for automobile purchase;

Providing loans to auto dealers for their purchases of automobiles and operating equipment, including loans for showroom construction, spare parts and maintenance equipment;
Providing auto finance lease services (except sale-and- leaseback business);
Selling or repurchasing auto loan receivables and auto finance lease receivables to or from financial institutions;
Selling off and disposing of leased automobiles with residual value;
Providing consultancy and agency services related to automobiles purchase financing activities;
Engaging in equity investments in financial institutions relating to auto financing business, subject to approval. [Business activities subject to approval according to law may be carried out only after being approved by the competent authorities]

The business scope referred to in the preceding paragraph shall be subject to the approval of the company registration authority. The Company may not operate other businesses beyond the business scope approved. Any change to the business scope of the Company is subject to the approval of the CBIRC and the legal procedures for change of business registration with the company registration authority.

Chapter 3 Shares, Transfer of Shares and Registered Capital

Article 14	The Company shall have ordinary shares at all times. Subject	Article 11 of
	to approval by the approval authority authorized by the State	the Mandatory
	Council, the Company may create other classes of shares if	Provisions
	needed. All classes of shareholders of the Company shall have	Section 9 of
	equal rights in any profit distribution in the form of dividends	Appendix 3 to the
	or in any other form.	Main Board Listing
		Rules
Article 15	Shares of the Company shall be in the form of share	Article 12 of
	certificates. All shares of the Company shall have a nominal	the Mandatory
	value. Each share shall bear a nominal value of RMB1.00 each.	Provisions
		Article 16 of
	The term "RMB" referred to herein means Renminbi, the	the	Guidelines
	lawful currency of the PRC.	for	Articles of
		Association
Article 16	Shares of the Company shall be issued in an open, fair and	Section 9 of
	just manner, and shares of the same class shall carry the same	Appendix 3 to the
	rights.	Main Board Listing
		Rules
	All shares of the same class issued at the same time shall be	Article 15 of
	issued under the same conditions and at the same price; any	the	Guidelines
	entity or individual shall pay the same price for each share.	for	Articles of
		Association
Article 17	Subject to approval of the CBIRC, the securities regulatory	Article 13 of
	authority of the State Council and/or other relevant regulatory	the Mandatory
	authorities, the Company may issue shares to domestic	Provisions
	investors and overseas investors.

The term "overseas investors" referred to in the preceding paragraph means investors located in foreign countries, the Hong Kong Special Administrative Region ("Hong Kong"), the Macao Special Administrative Region ("Macao") and Taiwan region who subscribe for shares issued by the Company. The term "domestic investors" means investors located in the PRC (excluding the regions mentioned above) who subscribe for shares issued by the Company.

Article 18 Shares issued by the Company to domestic investors for subscription in RMB are referred to as domestic shares. Shares issued by the Company to overseas investors for subscription in foreign currencies are referred to as foreign shares. Foreign shares listed overseas are referred to as overseas listed foreign shares.

Shares listed and traded on an overseas stock exchange with the approval of the department authorized by the State Council and the relevant overseas securities regulatory authority are collectively referred to as overseas listed shares.

Overseas listed shares issued by the Company and listed on the Hong Kong Stock Exchange are referred to as "H shares".

The term "foreign currencies" mentioned above means the lawful currencies of other countries or regions (other than the PRC) or overseas RMB which are recognized by the foreign exchange authority of the PRC and which can be used to make payments for shares to the Company.

Domestic shares issued by the Company shall be centrally deposited with a depository institution which meet the relevant regulatory requirements. The H shares issued this time are required by the laws of the listing jurisdiction to be deposited with a securities depository and clearing company in Hong Kong or held by shareholders in their own names.

Subject to the approval of the CBIRC and the securities regulatory authority of the State Council, unlisted shares may be listed and traded on an overseas stock exchange. Listing and trading of shares on an overseas stock exchange shall also be subject to the regulatory procedures, regulations and rules of the overseas stock exchange. The listing and trading of the abovementioned shares on an overseas stock exchange are not subject to approval by voting at a class shareholders' meeting. Where the domestic shares held by shareholders of the Company are approved to be listed and traded overseas, such shares shall be converted into overseas listed shares.

Article 14 of

the Mandatory Provisions Section 9 of Appendix 3 to the Main Board Listing Rules

Article 19	With approval from the company approval authority, the	Article 15 of
	Company issued a total number of 1.6 billion ordinary shares	the Mandatory
	to the promoters, of which 1.52 billion shares were subscribed	Provisions
	for and are held by China ZhengTong Auto Services Holdings	Article 18 of
	Limited, representing 95% of the total number of ordinary	the	Guidelines
	shares issued; and 80 million shares were subscribed for and	for	Articles of
	are held by Dongfeng Motor Corporation, representing 5% of	Association
	the total number of ordinary shares issued.
	Within the scope of authorization of the general meeting, the
	Board may, after determining the number of domestic shares
	and overseas listed foreign shares to be placed or issued either
	separately or concurrently by the Company and being approved
	by the approval authority authorized by the State Council,
	appropriately adjust the number of the aforesaid shares.
Article 20	As approved by the securities regulatory authority of the	Article 16 of
	State Council and the Hong Kong Stock Exchange, the	the Mandatory
	Company may issue 2,139,651,400 ordinary shares after its	Provisions
	establishment.	Article 19 of
		the	Guidelines
	The Company's share capital structure is as follows:	for	Articles of
	2,139,651,400 ordinary shares, including:
	Association

	80,000,000 domestic shares, accounting for 3.74% of the total	Section 9 of
	Appendix 3 to the
	number of ordinary shares issued by the Company;
	Main Board Listing

	2,059,651,400 foreign shares, accounting for 96.26% of the	Rules
	total number of ordinary shares issued by the Company,
	including:
	539,651,400 overseas listed shares, accounting for 25.22% of
	the total number of ordinary shares issued by the Company.
Article 21	Any plan of the Company for issuance of overseas listed	Article 17 of
	foreign shares and domestic shares, after being approved by	the Mandatory
	the securities regulatory authority of the State Council, may be	Provisions
	implemented by the Board through separate issuance.

The Company may implement its plan to separately issue of overseas listed foreign shares and domestic shares pursuant to the preceding paragraph within 15 months from the date of approval by the securities regulatory authority of the State Council.

Article 22	In the event that there are overseas listed foreign shares	Article 18 of
	and domestic shares included in the total number of shares	the Mandatory
	specified in the issuance plan, such shares shall be fully	Provisions
	subscribed for at one time respectively. If the shares cannot be
	fully subscribed for at one time under special circumstances,
	the shares may be issued through multiple offerings subject to
	the approval of the securities regulatory authority of the State
	Council.
Article 23	The registered share capital of the Company is	Article 19 of
	RMB2,139,651,400.	the Mandatory
		Provisions
Article 24	According to its operation and development needs and subject	Article 20 of
	to resolution by the general meeting and the approval of the	the Mandatory
	relevant regulatory authorities, the Company may increase its	Provisions
	registered capital by the following means in accordance with	Article 21 of
	laws, administrative regulations and the securities regulatory	the	Guidelines
	rules of the place where the Company's shares are listed:	for	Articles of
		Association
	(1) offering new shares to non-specific investors;

(2) placing new shares to specific investors and/or existing shareholders;

(3) dispatching new shares to existing shareholders;

(4) transferring capital reserve to increase share capital; or

(5) other circumstances as permitted by laws and administrative regulations and approved by the relevant regulatory authorities.

Subject to approvals required under the Articles of Association and the securities regulatory rules of the place where the Company's shares are listed, the Company's increase of capital by issuing of new shares shall be executed in accordance with procedures prescribed by relevant laws and administrative regulations of the PRC.

Article 25	Unless otherwise provided by laws and administrative	Article 21 of
	regulations or the Hong Kong Stock Exchange, shares of the	the Mandatory
	Company may be freely transferred according to law without	Provisions
	any lien.	Article 26 of
			the	Guidelines
	The transfer of the Company's shares is subject to registration	for	Articles of
	with the share registrar of the Company.	Association
			Rule 19A.46 and
	The transfer of the Company's shares, introduction of any new	Section 1(2) of
	shareholder, and change of shareholdings or adjustment of	Appendix 3 to the
	shareholding structure shall be in compliance with the relevant	Main Board Listing
	regulations and procedures of the CBIRC.	Rules
	All transfer of overseas listed foreign shares listed in Hong
	Kong	shall be effected by written instrument of transfer in
	an ordinary or usual form or any other form acceptable to
	the Board (including the standard transfer format or form of
	transfer prescribed by the Hong Kong Stock Exchange from
	time	to time). The instrument of transfer may be signed by
	hand, or (where the transferor or transferee is a corporation)
	affixed with the official seal of the company. Where the
	transferor or transferee is a recognized clearing house (as
	defined by relevant regulations in accordance with Hong
	Kong laws from time to time) or its nominee, the instrument
	of transfer may be signed by hand or in a machine-imprinted
	format.
	All instruments of transfer shall be maintained at the legal
	address of the Company or such addresses designated by the
	Board from time to time.
Article 26	The Company shall not accept any shares of the Company as	Article 27 of
	the subject of pledge.	the	Guidelines
			for	Articles of
			Association

Article 27 For the transfer of shares issued prior to a public offering of shares by the Company, holders of such shares shall comply with the following provision of the Measures of the China Banking Regulatory Commission for the Implementation of Administrative Licensing Matters Concerning Non-bank Financial Institutions (2015 Revision): shareholders of an auto finance company shall undertake not to transfer shares of the auto finance company held by them within five years (unless the transfer is ordered by the CBRC according to law).

Directors, supervisors and senior management officers of Article 28 of the Company shall regularly report to the Company their the Guidelines shareholdings in the Company and any changes in their for Articles of shareholdings during their tenure of service. They shall not Association transfer more than 25% of the shares of the same class held in

the Company in particular year during their tenure of service. They shall not transfer the shares of the Company within one year from the date of listing and trading of the Company's shares. Each of the above-mentioned personnel shall not transfer the shares in the Company held by him/her within six months after their termination of employment. Where the Hong Kong Stock Exchange has otherwise provided for restrictions on the transfer of overseas listed shares, the relevant provisions shall prevail.

Article 28 Any gains from any sale of shares in the Company by any Article 29 of director, supervisor or senior management officer of the the Guidelines Company or any holder of 5% or more of the shares in the for Articles of Company within six months after the date of purchase of Association the same, and any gains from any purchase of shares in the

Company by any of the aforesaid parties within six months after the date of sale of the same shall be disgorged and paid to the Company, and the Board shall forfeit such gains from the abovementioned parties. If a transfer so restricted under this paragraph involves H shares, it shall be approved by the Hong Kong Stock Exchange. However, for a securities company holding more than 5% of the shares in the Company as a result of underwriting of the untaken shares, the sale of such shares shall not be subject to the six-month restriction.

Should the Board fail to comply with the provisions set out in the preceding paragraph, shareholder shall have the right to request the Board to do so within 30 days. Should the Board fail to do so within the said time limit, the shareholder shall have the right to initiate proceedings in a court directly in his/ her own name for the interests of the Company.

Should the Board fail to comply with the provisions set out in the first paragraph, the responsible director(s) shall assume joint and several liability according to law.

Article 29 Any purchase of shares in the Company by any entity or individual shall be handled in accordance with the provisions of the CBIRC and other relevant regulatory authorities. Substantial shareholders shall disclose information on related parties to the Board in a true, accurate and complete manner and undertake to report any changes in related party relationships to the Board in a timely manner.

Chapter 4 Capital Reduction and Repurchase of Shares

Article 30	The Company may reduce its registered capital. Any reduction	Article 22 of
	in registered capital of the Company shall be effected in	the Mandatory
	accordance with the provisions of the Company Law, other	Provisions
	relevant regulations and the Articles of Association.	Article 22 of
		the	Guidelines
		for	Articles	of
		Association
Article 31	In case of reduction of its registered capital, the Company shall	Article 23 of
	prepare a balance sheet and a list of assets.	the Mandatory
		Provisions
	The Company shall notify the creditors within 10 days	Article 176 of
	following the resolution approving to reduce the registered	the	Guidelines
	capital and shall publish an announcement on newspapers	for Articles	of
	recognized by the stock exchange in which the Company's	Association
	shares are listed within 30 days. The creditors may require the

Company to repay its debts or provide guarantees in respect thereof within 30 days after receipt of the relevant notice or within 45 days after the date of the announcement if such notice is not received.

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

Article 32 In any of the following circumstances, the Company may Article 24 of repurchase its issued shares pursuant to the procedures the Mandatory stipulated in the Articles of Association and being approved by Provisions

the relevant competent authorities of the PRC:Article 23 of the Guidelines

cancel shares for the purpose of reducing the Company's for Articles of

registered capital;

Association

merge with other companies holding shares of the Company;
grant shares as incentives to employees of the Company;
shareholders request the Company to repurchase the shares held by them as they vote against a resolution on merger or divide of the Company at a general meeting;
other circumstances permitted by laws and administrative regulations.

Save as the aforesaid, the Company shall not conduct any activities of buying and selling in the shares of the Company.

Article 33 The Company may, subject to approval by the relevant Article 25 of competent authorities of the PRC, repurchase its shares in any the Mandatory

of the following ways:Provisions Article 24 of

make a repurchase offer to all its shareholders in pro rata the Guidelines

basis;	for Articles of
	Association

repurchase through public dealing on a stock exchange;
repurchase by means of contractual agreement outside the stock exchange; or
other ways permitted by laws and administrative regulations and approved by relevant regulatory authorities.

Article 34 A repurchase of shares by the Company by means of Article 26 of contractual agreement outside the stock exchange is subject the Mandatory to prior approval by the general meeting in accordance with Provisions the Articles of Association. Subject to prior approval of shareholders at a general meeting in the same manner, the

Company may rescind or change the contract which has been entered into by the Company in the aforesaid manner, or waive any of its rights thereunder.

The contract to repurchase shares referred to in the preceding paragraph includes (but is not limited to) an agreement to become obliged to repurchase and acquire the right to repurchase shares.

The Company shall not assign any contract to repurchase its shares or any of its rights thereunder.

Insofar as the Company has the right to repurchase redeemable Section 8(1)&(2) of shares, the repurchase price shall not exceed a specific Appendix 3 to the maximum price unless the repurchase is made through the Main Board Listing market or by tender; in case of a repurchase by tender, the Rules

relevant tender shall be made available to all shareholders alike.

Article 35	Where the Company is to repurchase its own shares for any of	Article 27 of
	the reasons as mentioned in subparagraphs (1) to (3) of Article	the Mandatory
	32, a resolution thereon shall be passed at a shareholders'	Provisions
	general meeting. Where the Company repurchases its shares	Article 25 of
	in accordance with the provisions of Article 32, it shall cancel	the	Guidelines
	the shares repurchased within the time limit prescribed by laws	for	Articles of
	and administrative regulations. In the case of subparagraph	Association

(1), the shares repurchased shall be cancelled within 10 days from the date of repurchase; in the case of subparagraph (2) or (4), the shares repurchased shall be transferred or cancelled within six months after the repurchase; the Company shall then apply to the original company registration authority for registration of change of registered capital and make an announcement thereon. The shares repurchased in accordance with subparagraph (3) of Article 32 shall not exceed 5% of the total issued shares of the Company, and shall be transferred to employees within one year. The funds used for the repurchase shall be expended from the Company's after-tax profits.

Where the Company cancels any shares repurchased, it shall apply to the industrial and commercial administration authority for registration of change of registered capital. The Company shall deduct the total nominal value of the shares cancelled from its registered capital.

Article 36	Unless the Company is in the course of liquidation, it must	Article 28 of
	comply with the following provisions when repurchasing its	the Mandatory
	issued shares:	Provisions
	(1) Where the Company repurchases shares at par value,
	payment shall be made out of the balance of distributable
	profits of the Company or out of the proceeds from
	issuance of new shares for the repurchase;
	(2) Where the Company repurchases shares at a price higher
	than its par value, payment up to the par value shall be
	made out of the balance of distributable profits of the
	Company or out of the proceeds from issuance of new
	shares for the repurchase. Payment of the portion in
	excess of the par value shall be effected as follows:
	1. If the shares being repurchased were issued at par
	value, payment shall be made out of the balance of
	distributable profits of the Company;
	2. If the shares being repurchased were issued at a
	price higher than its par value, payment shall be
	made out of the balance of distributable profits of
	the Company or out of the proceeds from issuance
	of new shares for the repurchase, provided that
	the amount deducted from such proceeds shall not
	exceed the aggregate of the premiums received by
	the Company on the issue of the shares repurchased,
	nor shall it exceed the Company's premium
	account (or capital reserve account) (including the
	premiums on the issuance of new shares) at the time
	of the repurchase;

Payments made by the Company for the following purposes shall be paid out of the distributable profits of the Company:
1. acquire the right to repurchase its own shares;
2. change a contract on the repurchase of its shares;
3. release its obligations under a contract on repurchase of its shares.
After the Company's registered capital is reduced by the aggregate par value of the cancelled shares in accordance with the relevant provisions, the amount deducted from the distributable profits of the Company for payment of the par value of the repurchased shares shall be accounted for in the Company's premium account (or capital reserve account).

Where the accounting treatment for the aforesaid share repurchases is otherwise stipulated by laws, administrative regulations and relevant regulations of the competent regulatory authorities, the relevant laws and regulations shall apply.

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

Article 37	No financial assistance shall be provided at any time and in	Article 29 of
	any manner by the Company or its subsidiaries to any person	the Mandatory
	acquiring or intending to acquire the shares of the Company.	Provisions
	The persons acquiring the shares of the Company mentioned	Article 20 of
	above shall include the person who undertake, directly or	the	Guidelines
	indirectly, obligations as a result of purchasing the shares of	for	Articles of
	the Company.	Association
	No financial assistance shall be provided at any time and
	in any manner by the Company or its subsidiaries to reduce
	or release the obligations to be undertaken by the aforesaid
	persons.
	The pro visions of this Article shall not apply to the
	circumstances described in Article 39 of the Articles of
	Association.
Article 38	The term "financial assistance" referred to in this Chapter shall Article 30 of
	include but not be limited to the financial assistance in the the Mandatory
	forms sent out below:	Provisions

gift;
guarantee (including the undertaking of liability or provision of assets by the guarantor to secure the performance of obligations by the obligor), indemnity (other than an indemnity in respect of the Company's own default), or a release or waiver of any rights;
provision of loan or entering into a contract under which the obligations of the Company are to be fulfilled before the obligations of another party to the contract, or a change in the parties to, or the assignment of rights under such loan or contract; and

any other means of financial assistance given by the Company when the Company is insolvent or has no net assets or when its net assets would thereby be reduced to a material extent.

"Undertaking of obligations" referred to in this Chapter shall include the undertaking of obligations of the obligator which have arisen by entering into a contract or arrangement (whether the contract or arrangement is enforceable, or whether such obligations are assumed by the obligator solely or jointly with any other person), or by any other means whereby the obligator's financial position is changed.

Article 39 The following acts shall not be deemed as the acts prohibited Article 31 of under Article 37 of this Chapter, except those prohibited by the Mandatory relevant laws, administrative regulations, departmental rules and Provisions normative documents:

provision of financial assistance by the Company where the financial assistance is given in good faith in the interest of the Company, and the principal purpose of giving such financial assistance is not for the acquisition of shares in the Company, or the giving of such financial assistance is an incidental part of an overall plan of the Company;
distribution of the property of the Company by way of dividends according to law;

distribution of dividends in the form of shares;
reduction of registered capital, repurchase of shares, or adjustment of shareholding structure in accordance with the Articles of Association;
provision of a loan by the Company within its business scope 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 net assets are thereby reduced, the financial assistance is provided out of the distributable profits of the Company);
provision of funds by the Company for an employee stock ownership plan (provided that the net assets of the Company are not thereby reduced or that, to the extent that the net 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 40	The share certificates of the Company shall be in registered	Article 32 of
	form. Share certificates of the Company shall contain the	the Mandatory
	following major particulars:	Provisions
	(1)	name of the Company;
	(2)	date of incorporation of the Company;
	(3)	class of shares, nominal value and number of shares
		represented;
	(4)	serial numbers of the share certificates;
	(5)	other items required to be stated by the stock exchange
		where the Company's shares are listed and the securities
		regulatory authority in the place where such shares are
		listed;
	(6)	other items required to be stated by the Company Law
		and other relevant laws and administrative regulations.
	The Company may issue overseas listed foreign shares in the	Article 3 of the
	form of overseas depositary receipts or any other derivative	Special Regulations
	form in accordance with the laws and securities registration
	and depository practices of the place of listing.
	Equity transfer documents and other documents relating to or	Section 1(1) of
	affecting the ownership of any H shares or other registered	Appendix 3 to the
	securities shall be registered.	Main Board Listing
			Rules
	The Company shall instruct and procure its share registrar to	Rule 19A.52	of the
	reject the registration of subscription, purchase or transfer of	Main Board	Listing
	shares in the name of any individual holder unless and until the	Rules
	individual holder submits to the share registrar a signed form
	for such shares, which shall contain the statements required
	by the laws and regulations of the place where the Company is
	listed and the relevant listing rules.

Article 41	Share certificates of the Company shall be signed by the	Article 33 of
	Chairman. Where the securities regulatory authority and the	the Mandatory
	stock exchange on which the Company's shares are listed	Provisions
	require other senior management officer(s) to sign the share	Section I of the
	certificates, the share certificates shall also be signed by	Letter of Opinions
	such senior management officer(s). The share certificates	Section 2(1) of
	shall take effect after being affixed or printed with the seal	Appendix 3 to the
	of the Company. The share certificates shall only be affixed	Main Board Listing
	with the seal of the Company under the authorization of the	Rules
	Board. The signatures of the Chairman of the Board or other
	relevant senior management officers on the share certificates
	may also be in printed form. Where the shares of the Company
	are issued and traded in a paperless manner, such provisions
	as otherwise provided by the stock exchange where the
	Company's shares are listed and the securities regulatory
	authority shall apply.
Article 42	The Company shall maintain a register of shareholders which	Article 34 of
	shall contain the following particulars:	the Mandatory
		Provisions
	(1) the name, address (domicile), occupation or nature of	Article 30 of
	each shareholder;	the	Guidelines
		for	Articles of
	(2) the class and quantity of shares held by each shareholder;	Association

(3) the amount paid or payable for the shares held by each shareholder;

(4) the serial number of the shares held by each shareholder;

(5) the date on which each shareholder was registered as a shareholder;

(6) the date on which each shareholder ceased to be a shareholder.

Unless there is evidence to the contrary, the register of shareholders shall be the sufficient evidence of the shareholders' holding in the Company.

Any issue of transfer of overseas listed shares shall be registered in the register of shareholders of overseas listed shares at the place of listing in accordance with the provisions of the Articles of Association.

When two or more persons are registered as joint holders of any shares, they shall be regarded as joint owners of such shares and subject to the following terms:

the Company does not need to register more than four Section 1(3) of

persons as joint holders of any shares;	Appendix 3 to the
	Main Board Listing

the joint holders of any shares shall jointly or severally Rules assume the liability for the payment of all amounts payable for the relevant shares;
in case one of the joint holders has deceased, only the surviving joint holder(s) shall be deemed by the Company to be the owner(s) of the relevant shares, though the Board has the right to demand a death certificate of the deceased shareholder as it deems appropriate for the purpose of amending the register of shareholders; and

	(4) for joint holding of any shares, only the joint holder
	whose name appears first in the register of shareholders
	is entitled to receive the certificate for the relevant shares,
	receive the Company's notices, and attend and exercise
	all voting rights of the relevant shares at the general
	meetings of the Company. Any notice served on such a
	joint holder shall be deemed to have been served on all
	joint holders of the relevant shares. Any joint holder may
	sign the proxy form for the purpose of attending a general
	meeting of the Company or exercising all voting rights
	of the relevant shares. The vote of the senior joint holder
	who tenders a vote, whether in person or by proxy, will
	be accepted to the exclusion of the votes of the other
	joint shareholder(s) and for this purpose seniority will be
	determined by the order in which the names stand in the
	register of members in respect of the joint shareholding.
	If any of the joint holders sends to the Company a receipt of
	any dividend, bonus or capital return payable to the said joint
	holders, the said receipt shall be deemed as a valid receipt sent
	by the said joint holders to the Company.
Article 43	The Company may, in accordance with the memorandum of	Article 35 of
	understanding and agreement reached between the securities	the Mandatory
	regulatory authority of the State Council and the overseas Provisions
	securities regulatory authority, maintain the original register	Section II of the
	of shareholders of overseas listed shares abroad and entrust an	Letter of Opinions
	overseas agency to manage the register. The original register	Section 1(b) of
	of shareholders of overseas listed shares listed in Hong Kong	Appendix 13D to the
	shall be kept in Hong Kong.	Main Board Listing
		Rules
	The Company shall keep at its domicile a duplicate of the

register of shareholders of overseas listed shares; the entrusted overseas agency shall at all times ensure the consistency between the original and duplicate register of shareholders of overseas listed shares.

In case of any discrepancy between the original and duplicate register of shareholders of overseas listed shares, the original shall prevail.

Article 44	T h e	Comp any shall maintain a complete register o f Article 36 of
	shareholders.	the Mandatory
			Provisions
	The register of shareholders shall comprise the following parts:
	(1)	the register of shareholders shall be maintained at the
		Company's domicile (other than those stipulated in
		subparagraphs (2) and (3) of this Article);
	(2)	the register of shareholders of overseas listed shares of
		the Company which is maintained at the place of the
		overseas stock exchange on which the Company's shares
		are listed;
	(3)	the register of shareholders maintained in such other
		place as the Board may deem necessary for the purpose
		of listing of the Company's shares.
Article 45	Each parts of the register of shareholders shall not overlap with	Article 37 of
	each other. No transfer of the shares registered in any part of	the Mandatory
	the	register shall, during the continuance of that registration,	Provisions
	be registered in any other part of the register of shareholders.

Alteration or rectification of each part of the register of shareholders shall be made in accordance with the laws of the place where that part of the register of shareholders is maintained.

Article 46 All fully paid-up overseas listed shares listed in Hong Kong Section XII of the are freely transferable pursuant to the Articles of Association. Letter of Opinions The Board may refuse to recognize any instrument of transfer

without explanation unless the following conditions are satisfied:

a fee (for each instrument of transfer) or any higher fee as Section 1(1) and prescribed by the Hong Kong Stock Exchange has been 1(2) of Appendix 3 paid in Hong Kong dollars to the Company to register to the Main Board the instrument of transfer of shares and other documents Listing Rules which relate to or may affect the ownership of such shares;
the instrument of transfer only involves overseas listed shares listed in Hong Kong;
the stamp duty payable on the instrument of transfer has been paid;
the relevant share certificates and evidence reasonably required by the Board showing that the transferor has the right to transfer the relevant shares have been submitted;
if the shares are to be transferred to joint holders, the

number of such joint holders shall not exceed four;	Section 1(3) of
	Appendix 3 to the

the Company does not have any lien on the relevant Main Board Listing

shares; and

Rules

no shares shall be transferred to a minor or a person who is mentally unsound or otherwise legally incompetent.

If the Board refuses to register a share transfer, the Company shall send the transferor and the transferee a notice of refusal to register the said share transfer within two months from the date when the transfer application is formally filed.

The term "Hong Kong dollars" referred to herein means the lawful currency of Hong Kong.

Article 47	All transfer of overseas listed shares listed in Hong Kong shall
	be effected by written instrument of transfer in an ordinary
	or usual form or any other form acceptable to the Board
	(including the standard transfer format or form of transfer
	prescribed by the Hong Kong Stock Exchange from time to
	time). The instrument of transfer may be signed by hand or,
	(where the transferor or transferee is a corporation), affixed
	with the official seal of the company. Where the transferor
	or transferee is a recognized clearing house ("Recognized
	Clearing House", as defined by relevant regulations in
	accordance with Hong Kong laws from time to time) or its
	nominee, the instrument of transfer may be signed by hand or
	in a machine-imprinted format.
	All instruments of transfer shall be maintained at the legal
	address of the Company, its share registrar or such addresses
	designated by the Board from time to time.
Article 48	Where the laws and regulations in the PRC and the Main Board	Article 38 of
	Listing Rules stipulate the period of closure of the register of	the Mandatory
	members of the Company prior to the date of a general meeting or	Provisions
	the record date on which the Company decides to distribute
	dividends, such provisions shall prevail.
Article 49	In the event the Company decides to convene a general	Article 39 of
	meeting, distribute dividends, liquidate or carry out other	the Mandatory
	activities requiring the determination of shareholdings, the	Provisions
	Board shall fix a record date for determining shareholdings.	Article 31 of
	Those who are registered in the register of shareholders shall	the	Guidelines
	be the shareholders of the Company entitled to the relevant	for	Articles of
	rights.	Association
Article 50	Any person who objects to the register of shareholders and	Article 40 of
	requests to have his/her name included in or removed from	the Mandatory
	the register of shareholders may apply to a court of competent	Provisions
	jurisdiction to rectify the register of shareholders.

Article 51 Any shareholder who is registered in, or any person who Article 41 of requests to have his/her name entered into, the register of the Mandatory shareholders has lost his/her share certificate (the "Original Provisions Share Certificate"), such shareholders may apply to the

Company for a replacement share certificate in respect of such shares (the "Relevant Shares").

Where a holder of domestic shares loses his/her share certificate and applies for a replacement share certificate, it shall be dealt with in accordance with the relevant provisions of the Company Law.

Where a holder of overseas listed shares loses his/her share certificate and applies for a replacement share certificate, it may be dealt with in accordance with the relevant laws, the rules of the stock exchange and other relevant regulations of the place where the original register of shareholders of overseas listed shares is maintained.

The issue of a replacement share certificate to a holder of overseas listed shares of the Company who has lost his/her share certificate and applies for the replacement shall be subject to the following requirements:

The applicant shall submit an application in a standard form prescribed by the Company together with a notarial certificate or statutory declaration containing the grounds upon which the application is made and the circumstances and evidence of the loss of the share certificate as well as a declaration that no other person is entitled to request to be registered as the shareholder in respect of the Relevant Shares.
Before the Company decides to issue a replacement share certificate to the applicant, no declaration made by any person other than the applicant declaring that his/her name shall be entered in the register of shareholders in respect of the Relevant Shares has been received.

The Com pany shal l, if it decides t o issue a replacement share certificate to the applicant, make an announcement of its decision to issue the replacement share certificate in such newspapers as prescribed by the Board. The announcement shall be made at least once every 30 days for a period of 90 days.
Before publishing the announcement on issuing a replacement share certificate, the Company shall submit a copy of the announcement to be published to the stock exchange where its shares are listed. The announcement may be published upon receiving confirmation from such stock exchange confirming that the said announcement has been displayed in such stock exchange. The announcement shall be displayed in the stock exchange for a period of 90 days.
In case an application for issuing a replacement share certificate has been made without the consent of the registered holder of the Relevant Shares, the Company shall deliver by post to such shareholder a copy of the announcement to be published.

(5)	If , upo n expi rat io n o f th e 90- d ay p eriod o f
	announcement referred to in subparagraphs (3) and (4)
	of this Article, the Company has not received from any

person any objection to the issuance of replacement share certificate, the Company may issue a replacement share certificate to the applicant accordingly.

Where the Company issues a new share certificate pursuant to this Article, it shall forthwith cancel the Original Share Certificate and record the cancellation

an d i ssu an ce in the regist er of sh areho lders accordingly.

All expenses arising from the cancellation of the Original Share Certificate and the issuance of new 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 for such expenses.

Article 52 After the Company issues a replacement share certificate Article 42 of pursuant to the Articles of Association, the name of a bona the Mandatory fide purchaser who obtains the aforementioned new share Provisions 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 53 The Company shall have no obligation to indemnify any person Article 43 of for any damages arising out of the cancellation of the Original the Mandatory Share Certificate or the issuance of a replacement share Provisions certificate, unless the claimant can prove that the Company has

acted fraudulently.

Chapter 7 Rights and Obligations of Shareholders

Article 54	A shareholder of the Company is a person who lawfully holds	Article 44 of
	shares of the Company and has his/her name recorded in the	the Mandatory
	register of shareholders.	Provisions
		Article 30 of
	Each shareholder of the Company shall meet the conditions for	the Guidelines
	becoming a shareholder as stipulated by the CBIRC and other	for Articles of
	relevant regulatory authorities.	Association
	A shareholder shall enjoy the relevant rights and assume	Section 9 of
	the relevant obligations according to the class and number	Appendix 3 to the
	of shares he/she holds. Shareholders holding the same class	Main Board Listing
	of shares shall enjoy the same rights and assume the same	Rules
	obligations.
	For a corporate shareholder, its legal representative or a proxy
	appointed thereby shall exercise its rights on its behalf.
	The Company shall not exercise any of its rights to freeze or	Section 12 of
	otherwise impair any of the rights attached to any shares of	Appendix 3 to the
	the Company by reason only that a person or persons who are	Main Board Listing
	interested directly or indirectly therein have failed to disclose	Rules
	their interests to the Company.

Article 55 Holders of ordinary shares of the Company shall have the Article 45 of

following rights:the Mandatory Provisions

to receive dividends and other distributions in proportion Article 32 of

to the number of shares held;	the Guidelines
	for Articles of

th e right to attend or appoint a proxy to attend Association shareholders' general meetings and to exercise the voting
rights;
the right to supervise and manage the Company's business activities and to put forward proposals or enquiries;
the right to transfer, donate or pledge the shares held by them in accordance with the laws, administrative regulations and provisions of the Articles of Association;
the right to obtain relevant information in accordance with the laws, administrative regulations, departmental rules, normative documents, the relevant provisions of the stock exchange on which the Company's shares are listed and securities regulatory authority in the place of listing as well as the provisions of the Articles of Association, including:
1. the right to obtain a copy of the Articles of Association after paying for the cost thereof;
2. the right to inspect for free and, copy upon payment of a reasonable charge:
3. 1. all of the register of shareholders;

personal particulars of each of the directors, supervisors, general manager and other senior management officers of the Company, including:
1. present and former names and aliases;
2. principal address (domicile);
3. nationality;
4. full-timeand all other part-time occupations and positions;

1. identification document and its number.
report on the capital structure of the Company;
the latest audited financial statements and reports of the Board, auditors and the Board of Supervisors;
special resolutions of the Company;

Rule 19A.50 of the

Main Board Listing

Rules

reports showing the aggregate nominal value, quantity, highest and lowest price paid in respect of each class of shares repurchased by the Company since the end of the last fiscal year, and the aggregate amount of cost incurred by the Company for such repurchases;
a c o p y o f t h e latest annual inspection report that has been submitted to the State Administration for Industry and Commerce of the PRC or other competent authorities for the record;
minutes of general meetings;
resolutions of the Board of Supervisors.

Documents set out in subparagraphs (1) to (7) above and any other applicable documents shall be made available by the Company at the Company's address in Hong Kong according to the requirements of the Main Board Listing Rules for free inspection by the public and holders of overseas listed foreign shares.

Where a shareholder requests to inspect or obtain the Article 33 of relevant information mentioned above, he/she shall the Guidelines provide written proof stating the class and number of the for Articles of shares of the Company held by him/her to the Company. Association Upon the verification of the identity of the shareholder,

the Company shall provide the shareholder with the relevant information as requested.

Where a shareholder requests a copy of relevant minutes from the Company, the Company shall send a copy of such minutes to him/her within seven days after receiving a reasonable fee. If the information to be inspected and copied involves the Company's trade secrets and price sensitive information, the Company may refuse to provide it.

the right to participate in the distribution of the remaining assets of the Company in proportion to the number of shares held in the event of the termination or liquidation of the Company;
the right to demand the Company to acquire the shares held by them if they disagree with the resolution adopted at general meeting on merger or division of the Company;

other rights conferred by the laws, administrative regulations, relevant regulatory authorities and the Articles of Association.

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

Article 56	Shareholders have the right to request a court to invalidate	Article 34 of
	any resolution of a general meeting or board meeting whose	the	Guidelines
	content is in violation of any law or administrative regulation.	for	Articles of

Association

If the convening procedures or voting method of a general meeting or board meeting violates the laws and regulations or the Articles of Association or if the content of any resolution breaches the Articles of Association, the shareholders shall have the right to request the court to revoke the resolution within 60 days from the date on which the resolution is adopted.

If a shareholder brings a lawsuit in accordance with the preceding paragraph, the Company may apply to the People's Court concerned for requiring such shareholder to provide corresponding guarantee.

If a resolution of a general meeting or board meeting pursuant to which the Company has completed the procedures for change of business registration is declared invalid or revoked by the People's Court, the Company shall apply to the company registration authority for revocation of the change of business registration.

Article 57	If a n y	director or senior management officer violates	Article 35 of
	relevant	laws and regulations or the Articles of Association	the	Guidelines
	in performing his/her duties, thereby causing any loss to the for Articles of
	Company, a shareholder individually or jointly holding at Association
	least 1% of the Company's shares for 180 consecutive days or
	more shall have the right to request the Board of Supervisors
	in writing to institute legal proceedings in a court; if the
	Board of Supervisors violates relevant laws and regulations or
	the Articles of Association in performing its duties, thereby
	causing any loss to the Company, such a shareholder may
	request the Board in writing to institute legal proceedings in a
	court.
	If the Board of Supervisors or the Board refuses to institute
	legal proceedings after receipt of the aforesaid written request
	or fails to institute legal proceedings within 30 days after
	receipt of such request, or in the case of urgent situation where
	any delay of legal proceedings may incur irrecoverable damage
	to the interests of the Company, any shareholders as specified
	in the preceding paragraph shall have the right to directly
	institute legal proceedings in the court in their own names for
	the interests of the Company.
	If any other person infringes the legitimate rights and interests
	of the Company, thereby causing any loss to the Company,
	the shareholders as specified in the first paragraph of this
	Article may institute legal proceedings in the court pursuant to
	provisions of the preceding two paragraphs.
Article 58	Where	any director or senior management officer violates	Article 36 of
	relevant laws and regulations or the Articles of Association,	the	Guidelines
	thereby incurring any loss to the shareholders, the shareholders	for	Articles of
	may institute legal proceedings in a court.	Association

Article 59	Each holder of ordinary shares of the Company shall assume	Article 46 of
	the following obligations:	the Mandatory
		Provisions
	(1) comply with the laws, administrative regulations and the	Article 37 of
	Articles of Association;	the	Guidelines
		for	Articles of

make the payment in respect of shares subscribed for and Association the method of subscription;
take responsibility for the Company to the extent of the shares subscribed for;
not to withdraw the shares unless required by laws or regulations;
report to the Board in a timely, complete and truthful manner the information on its affiliated companies, related party relationships with other shareholders, and particulars of other auto finance companies invested by it (if any);
not seek improper benefits, interfere with the decision- making and management rights enjoyed by the Board and senior management in accordance with the Articles of Association, or bypass the Board and senior management to directly interfere with the Company's operations and management;

not to abuse shareholder rights to damage the interests of the Company or other shareholders; and not to abuse the independent legal person status of the Company and the limited liability of shareholders to damage the interests of any creditor of the Company. Shareholders of the Company who abuse their rights as shareholders and thereby cause losses to the Company or other shareholders shall be liable for indemnification according to law. Shareholders of the Company who abuse the independent legal person status of the Company and the limited liability of shareholders to evade repayment of debts, which causes material damage to the interests of the Company's creditors, shall be jointly and severally liable for repayment of the Company's debts;
safeguard the Company's interests and reputation, and support the Company to operate in compliance with laws and regulations;
other obligations stipulated by laws, administrative regulations, relevant regulatory authorities and the Articles of Association.

Shareholders shall not be liable to make an y further contributions to the share capital other than according to the terms agreed by the subscribers of the relevant shares at the time of subscription.

Article 60 Any entity or individual (including its related parties and parties acting in concert therewith) holds, individually or in aggregate, more than 1% and less than 5% of the total issued shares of the Company shall report to the CBIRC or any agency delegated by it within 10 business days after obtaining the relevant shares.

Where any entity or individual (including its related parties and parties acting in concert therewith) is to purchase more than 5% of the total issued shares of the Company, such purchase is subject to prior approval from the CBIRC.

If a shareholder (including its related parties and parties acting in concert therewith) holds 5% or more of the total issued shares of the Company (the part exceeding 5% is referred to as "Excess Shares") without obtaining the prior approval from the CBIRC, before obtaining such approval from the CBIRC, such shareholder's exercise of shareholder rights over the Excess Shares as stipulated in Article 55 of the Articles of Association shall be subject to necessary restrictions, including but not limited to:

the Excess Shares do not carry voting rights during the voting (including voting by class shareholders) at the Company's general meeting;
the Excess Shares do not carry the right to nominate candidates for directors and supervisors as stipulated in the Articles of Association.

If a shareholder holds Excess Shares with the approval of the CBIRC, the shareholder shall hold such Excess Shares in accordance with the approval of the CBIRC; if a shareholder holds Excess Shares without the approval of the CBIRC, the shareholder shall transfer such Excess Shares within the time limit required by the CBIRC.

Notwithstanding the foregoing, shareholders holding Excess Shares shall not be subject to any restrictions when exercising the rights of shareholders stipulated in subparagraphs (1) and

(7) of Article 55 of the Articles of Association.

Article 61 Shareholder who propose to provide guarantee(s) for himself/ herself or others with the Company's shares shall strictly abide by the laws and regulations and the requirements of competent regulatory authorities, and inform the Board in advance. Where a shareholder with any board seat or supervisory board seat in the Company or who directly or indirectly or jointly holds or controls more than 2% of the shares or voting rights in the Company is to pledge any shares of the Company, such shareholder shall make an application for registration thereof to the Board stating the reasons for pledge, the number of shares involved, the term of pledge and the pledgee. Where the Board considers that the pledge will have a material adverse impact on the stability of the Company's equity structure, its corporate governance, risk control and related party transaction management, it shall reject the registration. The director nominated by a shareholder proposing to pledge the shares shall abstain from voting at the Board meeting at which such proposal is considered.

After completing the registration of share pledge, the shareholder shall provide the Company with relevant information on the pledged shares according to the risk management and information disclosure requirements of the Company.

Where the number of shares pledged by a shareholder reaches 50% or more of the shares in the Company held by him/her/ it, the voting rights of the shareholder at general meetings and any director nominated by him/her/it at board meetings shall be restricted.

Any shareholder whose outstanding borrowings from the Company exceed the audited net equity of the Company at the end of last year attributable to him/her/it shall not pledge any shares of the Company.

Article 62 Shareholders, especially substantial shareholders, should support the Board to formulate a reasonable capital plan so that the Company can continuously meet the regulatory requirements on capital adequacy. When the Company fails to meet the regulatory requirements on capital adequacy, a capital replenishment plan shall be formulated to make the Company's capital adequacy ratio meet the regulatory requirements within a specified time limit, and the capital shall be replenished by means of increasing the core capital. Substantial shareholders shall not obstruct other shareholders to replenish the Company's capital or the introduction of new qualified shareholders.

Substantial shareholders shall make a long-term commitment in writing to replenishment of the Company's capital when necessary and serve as part of the Company's capital plan.

Article 63 In addition to the obligations required by laws, administrative Article 47 of regulations or the listing rules of the stock exchange on which the Mandatory the Company's shares are listed, a controlling shareholder (as Provisions defined in Article 64 of the Articles of Association) shall not

exercise his/her/its voting rights in a manner prejudicial to the interests of all or part of the shareholders in respect of the following issues:

waive the responsibility of a director or supervisor to act in good faith in the best interests of the Company;
approve the director or supervisor to deprive the property of the Company (including but not limited to the opportunities that are favorable to the Company) in any form for their own benefit or for the benefit of others;

approve the director or supervisor to deprive the individual rights and interests of other shareholders (including but not limited to any distribution rights, voting rights, but excluding the reorganisation of the Company which is submitted to the general meeting for approval in accordance with the Articles of Association) for their own benefit or for the benefit of others.

The controlling shareholder and de facto controller shall not Article 39 of take advantage of their related party relationship with the the Guidelines Company to prejudice the interests of the Company, otherwise for Articles of they shall be liable for indemnifying the Company against any Association loss caused to the Company.

The controlling shareholder and the de facto controller have fiduciary duty to the Company and public shareholders of the Company. The controlling shareholder shall duly exercise its rights as a contributor according to law, and shall not damage the legitimate rights and interests of the Company and public shareholders by such means as profit distribution, asset reorganization, external investment, fund appropriation or loan guarantee, nor shall it abuse its controlling status to damage the interests of the Company and public shareholders.

Article 64 The term "controlling shareholder" referred to in the preceding Article 48 of article means a person who satisfies any one of the following the Mandatory

conditions:Provisions Article 192 of

he/she alone or acting in concert with others has the the Guidelines

power to elect more than half of the directors;	for Articles of
	Association

he/she alone or acting in concert with others has the power to exercise or to control the exercise of 30% or more of the voting rights in the Company;
he/she alone or acting in concert with others, holds 30% or more of the issued shares of the Company;
he/she alone or acting in concert with others, can de facto control over the Company in any other manner.

The term "acting in concert" referred to in this Article means two or more persons agreeing (whether orally or in writing) to have one of them acquire the voting rights in the Company in order to achieve or consolidate control over the Company.

Chapter 8 General Meeting

Article 65	The general meeting is the authorized entity of the Company to	Article 49 of
	exercise its functions and powers according to law.	the Mandatory
		Provisions

Article 66 The general meeting shall exercise the following functions and Article 50 of

powers:the Mandatory Provisions

to determine on the Company's operating policies and Article 40 and 53

investment plans;	of the Guidelines
	for Articles of

to elect and replace directors and decide on matters Association

relating to the remuneration of directors;	Article 99 of the
	Company Law

to elect and replace supervisors not being employee representatives and decide on matters relating to the remuneration of supervisors;
to consider and approve reports of the Board;
to consider and approve reports of the Board of Supervisors;
to consider and approve the 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 resolve on increases or reduction in the Company's registered capital;
to resolve on merger, division, dissolution, liquidation or change of corporate form of the Company;

to resolve on the issuance of bonds or other securities of the Company and the related listing plans;
to resolve on the engagement, dismissal or discontinuance of engagement of accounting firms for the Company;
to amend the Articles of Association, and to consider and approve the rules of procedure of the general meeting, the rules of procedure for meeting of the Board, and the rules of procedure for meeting of the Board of Supervisors;
to consider the acquisition or disposal of material assets or the provision of any guarantee(s) within one year in an amount exceeding 25% of the latest audited total assets of the Company;
t o consider and approve stock incentive plans and employee stock ownership plans;
to consider the proposals submitted by shareholders holding 3% or more of the voting shares of the Company;
to decide on the setting up of special committees of the Board;

(17) t o consider related party transactions required to be resolved at a general meeting pursuant to laws, administrative regulations, department rules, normative documents, the requirements of relevant regulatory authorities and the Articles of Association;

to consider and approve any change in use of proceeds from fund raising;

(19) t o	consider and approve other matters required to
be	resolved at a general meeting pursuant to laws,

administrative regulations, the Articles of Association and the listing rules of the listing venue.

Matters within the above scope of functions and powers of the general meeting shall be considered and resolved by the general meeting. Nevertheless, where necessary, reasonable and lawful, the general meeting may authorize or entrust the Board to handle the relevant matters, provided that doing so is not in violation of laws and regulations and the listing rules of the listing venue. The content of authorization shall be clear and specific. Where the matters authorized to the Board by the general meeting are those that are required be adopted by ordinary resolution at a general meeting under the Articles of Association, such authorization shall be passed by more than half of the voting rights held by the shareholders (including shareholder proxies) present at the general meeting. Where the matters authorized are those that are required be adopted by special resolution at a general meeting under the Articles of Association, such authorization shall be passed by more than two-thirds of the voting rights held by the shareholders (including shareholder proxies) present at the general meeting.

Article 67 Unless a prior approval is obtained in a general meeting, the Article 51 of Company shall not enter into any contract with any person the Mandatory other than the directors, supervisors, general manager and Provisions other senior management officers pursuant to which such Article 81 of person is put in charge of managing the whole or a substantial the Guidelines

part of the Company's business.for Articles of Association

Article 68 General meetings are divided into annual general meetings Article 52 of and extraordinary general meetings. General meetings shall be the Mandatory convened by the Board. Annual general meetings are held once Provisions

a year and within 6 months from the end of the preceding fiscal Article 42 of year. Where a general meeting needs to be postponed due to the Guidelines special circumstances, the Company shall timely report to the for Articles of CBIRC explaining the reasons for the postponement and make Association an announcement thereon.

Under any of the following circumstances, the Board shall convene an extraordinary general meeting within two months:

the number of directors is less than the quorum as specified by the Company Law or two-thirds of the number as stipulated by the Articles of Association;
the unrecovered losses of the Company reaches one third of the total amount of the Company's share capital;
shareholders individually or jointly holding 10% or more of the Company's issued shares with voting rights request in writing to hold an extraordinary general meeting (the number of shares held by them shall be calculated at the closing of the date on which the shareholders submit the written request or the previous trading day if such date is a non-trading day);
the Board deems it necessary to, or the Board of Supervisors proposes to, convene a general meeting;

other circumstances as provided by laws, administrative regulations, departmental rules, relevant regulatory authorities and the Articles of Association.

Article 69	The Company shall hold a general meeting at the domicile of	Article 44 of
	the Company or such other place as notified by the convener of	the	Guidelines
	the general meeting.	for	Articles	of
		Association
	General meetings shall be held on-site at the designated venue.
	When technically feasible, the Company may also provide
	other means to attend a general meeting such as via the
	Internet in order to facilitate shareholders' participation in the
	general meeting, provided that doing so does not violate the
	laws and regulations and the listing rules of the listing venue.
	Shareholders attending a general meeting by the aforesaid
	means shall be deemed present at the meeting.
Article 70	When the Company is to convene an annual general meeting, a	Article 99	of
	written notice of the meeting shall be given 20 working days	the	Company
	before the date of the meeting to notify all shareholders	Law
	whose names appear in the register of shareholders of the	Article 53 of
	matters to be considered and the time and place of the meeting.	the Mandatory
	A written notice of extraordinary general meeting shall be	Provisions

given to all shareholders 10 working days or 15 days (whichever is longer) prior to the meeting. For the issuance of bearer share certificates, the time and venue of and matters to be considered at the meeting shall be announced 30 days before the meeting.

When calculating the period for sending out the notice, the date of the meeting and the date of sending the notice shall be excluded.

For the purpose of this Article, the date of sending a notice is the date on which the Company or the share registrar appointed by the Company delivers the notice to the post office to post it.

Holders of bearer share certificates who wish to attend a general meeting shall deposit their share certificates with the Company five days before the meeting and till the conclusion of the meeting.

Article 71 When the Company convenes a general meeting, the Board, Article 99 of the Board of Supervisors and the shareholders individually the Company

or jointly holding 3% or more of the Company's shares may LawArticle 54 of submit proposals to the Company.

the Mandatory

Shareholders individually or jointly holding 3% or more of Provisions the Company's shares may submit temporary proposals to the Article 53 of Company in writing, and the Company shall notify other the Guidelines shareholders within two days upon receipt of the proposal, and for Articles of submit the said temporary proposal to the general meeting for Association

consideration.

Save as provided in the preceding paragraph, the convener shall not amend the proposals stated in or add new proposals to the notice of general meeting after issuing and announcing the notice.

A temporary proposals submitted by shareholders shall meet the following conditions:

the content of the proposals shall not contravene the laws and regulations, and shall fall within the scope of the Company's operations and the functions and powers of the general meeting;
the proposal has definite topics to discuss and specific matters to resolve;
the proposal shall be submitted or served to the convener in writing 10 days prior to the date of holding the general meeting.

(3) set out the matters and proposals to be considered at the meeting;

(4) set out the record date for shareholders who are entitled to attend the general meeting. The interval between the record date and the date of the meeting shall not be more than seven business days. The record date shall not be changed once confirmed;

Article 72	Matters which are not included in the notices shall not be	Article 99 of
	resolved at the shareholders' general meeting.	the Company
	Law

			Article 55 of
			the Mandatory
			Provisions
Article 73	A	notice of general meeting shall meet the following	Article 56 of
	requirements:	the Mandatory
			Provisions
	(1)	in written form;	Article 55 of
			the	Guidelines
	(2)	specify the place, date and time of the meeting;	for	Articles of
			Association

provide shareholders with materials and explanations necessary for them to make sensible decisions on the matters to be considered; principally including (but not limited to) specific terms and agreements (if any) for a proposed transaction, and a detailed explanation of its cause and consequence where the Company proposes a merger, repurchase of shares, restructuring of capital or other form of reorganisation;
disclose the nature and degree of any material interest of any director, supervisor, general manager or any other senior management officer in the matters to be considered. In case that the impact of the matters to be considered on such director, supervisor, general manager or other senior management officer as a shareholder is different from that on other holders of the same class of shares, such difference shall be illustrated;
set out the full text of any special resolution proposed to be passed at the meeting;
clearly state that any shareholder entitled to attend and vote at the general meeting has the right to appoint one or more proxies, who do not need to be shareholders of the Company, to attend and vote at the meeting on his/her behalf;
specify the time and place for delivery of proxy forms for the meeting;

set out the name and telephone number of the contact person for the meeting;
other requirements as provided by laws, administrative regulations, departmental rules, normative documents, relevant regulatory authorities and the Articles of Association.

The notice of general meeting shall be served together with a template of the proxy form.

Article 74	Except as otherwise provided in relevant laws, regulations	Article 57 of
	and the listing rules of the Company's listing venue and the	the Mandatory
	Articles of Association, a notice of general meeting shall be	Provisions
	posted on the Company's website or delivered to shareholders
	by hand or by pre-paid post. The address of each recipient shall
	be the address registered in the register of shareholders. For the
	holders of domestic shares, a notice of general meeting may be
	given by way of public announcement.
	The announcement referred to in the preceding paragraph shall
	be published in one or more newspapers designated by the
	securities regulatory authority of the State Council. Once the
	announcement is made, the holders of domestic shares shall
	be deemed to have received the notice of the relevant general
	meeting.
	Subject to laws, administrative regulations, department rules,
	normative documents and regulations of relevant regulatory
	authorities, for the holders of H shares, the Company may also
	issue a notice of general meeting by making an announcement
	on the websites of the Company and the Hong Kong Stock
	Exchange in lieu of delivery of such notice by hand or by pre-
	paid post to the holders of H shares.
	The accidental omission to give notice of a meeting to, or the	Article 58 of
	non-receipt of notice of a meeting by, any person entitled to	the Mandatory
	receive such notice shall not invalidate the meeting and the	Provisions
	resolutions passed at the meeting.	Article 169 of
		the	Guidelines
		for	Articles of
		Association

Article 75	Where the general meeting intends to consider the election	Article 56 of
	of directors or supervisors, the notice of the meeting shall, in	the Mandatory
	accordance with laws, administrative regulations, departmental	Provisions
	rules, normative documents, and provisions of relevant
	regulatory authorities and the Articles of Association, fully
	disclose the detailed information of the candidates for directors
	or supervisors, including at least the following:
	(1)	educational background, work experience, part-time job
		experience and other personal information;
	(2)	whether a candidate has any connection with the
		Company or its controlling shareholder or de facto
		controller;
	(3)	the number of shares in the Company held by each
		candidate;
	(4)	whether or not a candidate has been subject to any
		punishment by the securities regulatory authority of the
		State Council and other competent authorities or the
		stock exchange;
	(5)	information on the prospective directors or supervisors
		(whether by new appointment or job transfer) as required
		to be disclosed under the Main Board Listing Rules.

In addition to the adoption of a cumulative voting system for the election of directors and supervisors, each candidate for director or supervisor shall be nominated in a separate proposal.

Article 76	Any	shareholder entitled to attend and vote at a general	Article 59 of
	meeting shall be entitled to appoint one or more persons	the Mandatory
	(whether a shareholder or not) as his proxy (proxies) to attend	Provisions
	and vote on his behalf. Such proxy may exercise the following	Article 59 of
	rights in accordance with the shareholder's authorization:	the	Guidelines
			for	Articles of
	(1)	the shareholder's right to speak at the meeting;	Association
	(2)	the right to demand or join with others in demand for a
		poll; and
	(3)	the right to vote on a show of hands or on a poll, unless
		otherwise stipulated by the applicable securities listing

rules or other securities laws and regulations, provided that for a shareholder who has appointed more than one proxy, such proxies may only vote on a poll.

Where a shareholder is a Recognised Clearing House (or its nominee) as defined under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), the shareholder may authorize one or more persons as he thinks fit to act as his representative(s) at any general meeting or any class shareholders' meeting, provided that if more than one person is so authorized, the authorization must specify the number and class of shares in respect of which each such person is so authorized. A person so authorized is entitled to exercise the rights on behalf of the Recognised Clearing House (or its nominee) as if he was an individual shareholder of the Company.

the Guidelines for Articles of Association

Article 77 Shareholders shall appoint a proxy in writing, to be signed by Article 60 of the appointer or his agent so authorized in writing, or if the the Mandatory appointer is a legal person, either under corporate seal or under Provisions the hand of a director or attorney duly authorized. The proxy Article 61 of form shall set out:

(1) name of the proxy;

whether the proxy has the right to vote;
instructions to vote in favor of, against or abstain from, as the case may be, each of the items to be considered in the agenda of the general meeting;
the issuing date and effective period of the proxy form;
the number of shares represented by the proxy or, where two or more persons are appointed as proxies, the number of shares represented by each proxy.

Article 78 The proxy form shall be deposited at the address of the Article 61 of Company or another place specified in the notice of the the Mandatory meeting 24 hours prior to the time for the holding of the Provisions meeting or 24 hours prior to the time for voting. Where Article 63 of the proxy form is signed by an attorney authorized by the the Guidelines appointer, the power of attorney or other authorization for Articles of instruments shall be notarized. The notarized power of attorney Association and other authorization instruments, together with the proxy

form, shall be lodged at the address of the Company or such other place as specified in the notice of the meeting.

If the appointer is a legal person, its legal representative or any other person authorized by its board of directors or other governing body may attend general meetings of the Company on behalf of such appointer.

A shareholder shall produce his identity certificate and share certificate when attending a general meeting in person. The Company has the right to request a proxy attending a general meeting on behalf of a shareholder to produce his identity certificate and proxy form.

Where a legal person shareholder (save for a Recognised Clearing House or its nominee) appoints a proxy to attend the meeting on its behalf, the Company has the right to request the proxy to produce his identity certificate and a notarized copy of the resolution or power of attorney issued by the board of directors or other governing body of the shareholder.

Article 79	Any instrument issued to a shareholder by the Board for use	Article 62 of
	in appointing a proxy shall be in such format as to enable the	the Mandatory
	shareholder to instruct the proxy to vote in favor of or against	Provisions
	the proposals according to his free will, and instructions shall
	be given in respect of each individual matter to be voted on at
	the meeting. The proxy form shall contain a statement that in
	the absence of instructions by the shareholder, the proxy may
	vote as he thinks fit.
Article 80	Where the appointer has deceased, lost capacity to act, revoked	Article 63 of
	the proxy or the signed authorization prior to the voting, or	the Mandatory
	the relevant shares have been transferred, a vote given in	Provisions
	accordance with the terms of proxy remain valid, provided that
	no written notice of such issues shall have been received by the
	Company before the commencement of the meeting.

Article 81	When a general meeting is convened, all directors, supervisors	Article 66 of
	and the secretary to the Board shall attend the general meeting	the	Guidelines
	and the managers and other senior management officers shall	for	Articles	of
	also be present, unless with justified reasons.	Association
Article 82	Resolutions of the general meeting include ordinary	Article 64 of
	resolutions and special resolutions.	the Mandatory
		Provisions
	To adopt an ordinary resolution at a general meeting, votes	Article 75 of
	representing more than half of the voting rights represented	the	Guidelines
	by the shareholders (including proxies) present at the meeting	for	Articles	of
	must be exercised in favor of the resolution in order for it to be	Association
	passed.

To adopt a special resolution at a general meeting, votes representing more than two-thirds of the voting rights represented by the shareholders (including proxies) present at the meeting must be exercised in favor of the resolution in order for it to be passed.

Article 83	When voting at the general meeting, shareholders (including	Article 65 of
	their proxies) may exercise their voting rights according to the	the Mandatory
	number of voting shares held by them, with each share having	Provisions
	one vote.	Article 78 of
		the Guidelines
	The shares held by the Company have no voting rights, and	for Articles of
	shall not be included into the total number of voting shares	Association
	held by shareholders present at the general meeting.
	The Board, independent non- executive directors and
	shareholders who meet the relevant conditions may gather the
	shareholders' voting rights.
	In reviewing and considering matters concerning related party
	transactions at a general meeting, if required by the listing
	rules of the stock exchange on which the Company's shares
	are listed, the related shareholders shall abstain from voting
	and the number of voting shares represented by them shall be
	excluded from the total effective votes.
	Where any shareholder is, under the applicable laws and	Section 14 of
	regulations and the listing rules of the stock exchange on	Appendix 3 to the
	which the Company's shares are listed, required to abstain	Main Board Listing
	from voting on any particular resolution or restricted to voting	Rules
	only for or only 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.

	At a general meeting, a resolution shall be decided by a show	Article 66 of
	of hands unless a poll is demanded before or after any vote	the Mandatory
	by a show of hands by: (1) the chairman of the meeting; (2)	Provisions
	by at least two shareholders present in person or by proxy for
	the time being entitled to vote at the meeting; (3) one or more
	shareholders (including proxies) representing, either calculated
	separately or in aggregate, 10% or more of all shares carrying
	the right to vote at the meeting.
	Unless a poll is demanded, a declaration by the chairman
	whether or not the proposal is adopted on a show of hands
	and the recording of such in the minutes of meeting shall be
	conclusive evidence of the fact that such resolution has been
	passed. There is no need to provide evidence of the number or
	proportion of votes in favor of or against the resolution.
	The demand for a poll may be withdrawn by the proposer.
	A poll demanded on the election of the chairman of the	Article 67 of
	meeting, or on adjournment of the meeting, shall be taken	the Mandatory
	forthwith. A poll demanded on any other issue shall be taken	Provisions
	at such time as the chairman of the meeting directs, and the
	meeting may proceed to discuss other matters, while the result
	of the poll shall be deemed to be a resolution of the meeting.
Article 84	Resolutions proposed at a general meeting shall be voted by	Rule 13.39(4) of the
	way of poll.	Main Board Listing
		Rules
Article 85	Subject to the applicable laws and regulations, on a poll taken	Article 68 of
	at a meeting, a shareholder (including his proxies) entitled to	the Mandatory
	two or more votes need not cast all his votes in the same way.	Provisions
Article 86	In case of equal affirmative and dissenting votes, whether on a	Article 69 of
	show of hands or on a poll, the chairman of the meeting shall	the Mandatory
	be entitled to a casting vote.	Provisions

Article 87	The	following matters shall be resolved	by an ordinary	Article 70 of
	resolution at a general meeting:		the Mandatory
				Provisions
	(1)	wo r k reports of the Board and	the B oard of	Article 76 of
		Supervisors;		the	Guidelines
				for	Articles of

profit distribution plans and loss recovery plans Association formulated by the Board;
election and removal of members of the Board and supervisors being shareholder representatives, their remuneration and manner of payment;
annual financial budgets and final accounts, balance sheets, income statements and other financial statements of the Company;
matters other than those required to be passed by special resolution under the laws, administrative regulations, departmental rules, regulations of relevant regulatory authorities, the listing rules of the stock exchange where the Company's shares are listed and the Articles of Association.

Article 88	The following matters shall be resolved by a special resolution	Article 71 of
	at a general meeting:		the Mandatory
				Provisions
	(1)	increase or reduction of share capital and	issue of	Article 77 of
		shares of any class, stock warrants or other similar	the Guidelines
		securities by the Company;		for Articles of
				Association
	(2)	issue of corporate bonds or other securities and listing
		by the Company;
	(3)	divide, merger, dissolution, liquidation or change of
		corporate form of the Company;
	(4)	amendments to the Articles of Association;
	(5)	purchase or disposal of material assets or	provision
		of any guarantee(s) within one year in an amount
		exceeding 25% of the latest audited total assets of the
		Company;
	(6)	equity incentive plans and employee stock ownership
		plans;
	(7)	any other matters as required by laws, administrative
		regulations, departmental rules, relevant regulatory
		authorities and the Articles of Association, and any
		matters considered by the general meeting, and
		resolved by way of an ordinary resolution,	to be of
		a nature which may have a material impact on the
		Company and shall be adopted by special resolutions.

Article 89	The Board of Supervisors shall have the right to propose	Article 47 of
	to the Board to convene an extraordinary general meeting,	the	Guidelines
	provided that such proposal shall be made in writing. The	for	Articles	of
	Board shall, in accordance with the laws, administrative	Association
	regulations and the Articles of Association, furnish a written
	reply stating its agreement or disagreement to the convening
	of an extraordinary general meeting within 10 days after
	receiving such proposal. If the Board agrees to convene an
	extraordinary general meeting, a notice of such meeting shall
	be issued within five days after the adoption of the relevant
	board resolution, and any changes to the original proposal
	set out in the notice are subject to prior consent of the Board
	of Supervisors. If the Board does not agree to convene an
	extraordinary general meeting or fails to furnish any reply
	within 10 days after receiving the proposal, the Board shall be
	deemed as unable or failing to perform its duty for convening
	a general meeting, in which case the Board of Supervisors may
	convene and preside over such meeting by itself.
Article 90	Shareholders requisitioning an extraordinary general meeting	Article 72 of
	or a class meeting shall abide by the following procedures:	the Mandatory
		Provisions
	Two or more shareholders holding 10% or more of the voting	Article 48 of
	shares at the meeting sought to be held shall sign one or more	the	Guidelines
	counterpart requisitions in writing stating the object of the	for	Articles	of
	meeting and requiring the Board to convene an extraordinary	Association
	general meeting or class meeting. The Board, in accordance
	with laws and regulations and the Articles of Association,

give a written reply as to whether or not it agrees to convene an extraordinary general meeting or class meeting within 10 days after receiving the requisition. In the event that the Board agrees to convene an extraordinary general meeting or class meeting, the notice of the meeting shall be issued within five days after the adoption of the relevant board resolution. Any changes to the original requisition set out in the notice are subject to prior consent of the shareholders concerned. The shareholdings referred to above shall be calculated as of the date of the deposit of the requisition by the shareholders.

If the Board does not agree to convene an extraordinary general meeting or class meeting or fails to furnish any reply within 10 days after receiving such requisition, shareholders individually or jointly holding 10% or more of the shares carrying the right to vote at the meeting sought to be held shall be entitled to propose to the Board of Supervisors to convene an extraordinary general meeting or class meeting, provided that such proposal shall be made in writing. In the event that the Board of Supervisors agrees to convene an extraordinary general meeting or class meeting, the notice of the meeting shall be issued within five days after receipt of the request. Any changes to the original proposal set out in the notice are subject to prior consent of the shareholders concerned. Failure of the Board of Supervisors to issue a notice of meeting within the prescribed time limit shall be deemed as failure of the Board of Supervisors to convene and preside over a general meeting, in which case shareholders individually or jointly holding 10% or more of the Company's shares for 90 consecutive days or more may convene and preside over the meeting.

If the Board fails to issue a notice of convening such a meeting within 30 days from the date of receipt of such requisition in writing, the requisitioning shareholders may themselves convene such a meeting with the procedures as similar as possible to that in which general meetings are to be convened by the Board within four months from the date of receipt of the requisition by the Board. A general meeting convened by shareholders themselves shall be presided over by the representative elected by the convener.

Any reasonable expenses incurred by shareholders or the Board of Supervisors in convening and presiding over a meeting by reason of the failure of the Board to duly convene a meeting as requested above shall be borne by the Company and shall be set off against sums owed by the Company to the directors in default.

Article 91	General meeting shall be convened and presided by the	Article 73 of
	Chairman of the Board; If the Chairman is unable to attend a	the Mandatory
	meeting, the Vice Chairman shall act as the chairman of the	Provisions
	meeting and preside over it. If the Vice Chairman is unable
	or fails to perform his duties, a director jointly elected by
	more than half of the directors shall be the chairman of the
	meeting and preside over it. If no chairman of the meeting
	has been designated, shareholders present at the meeting may
	elect one person to be the chairman of the meeting. Where
	the shareholders fail to elect a chairman for any reasons, the
	shareholder (including his proxy) present in person or by proxy
	that holds the largest number of shares carrying the right to
	vote thereat shall be the chairman of the meeting.
Article 92	The chairman of the meeting shall be responsible for	Article 74 of
	determining whether a resolution is passed at the meeting. His	the Mandatory
	decision, which is final and conclusive, shall be announced at	Provisions
	the meeting and recorded in the minutes of meeting.
Article 93	If the chairman of the meeting has any doubt as to the result of	Article 75 of
	a resolution put to vote at the meeting, he may have the votes	the Mandatory
	counted. If the chairman of the meeting fails to have the votes	Provisions
	counted, any shareholder who is present in person or by proxy	Article 90 of
	and objects to the result announced by the chairman of the	the Guidelines
	meeting may demand that the votes be counted immediately	for Articles of
	after the declaration of the result, and the chairman of the	Association
	meeting shall have the votes counted forthwith.
Article 94	If votes are counted at a general meeting, the counting result	Article 76 of
	shall be recorded in the minutes of the meeting.	the Mandatory
		Provisions
	The minutes of the meeting together with the attendance
	register of the attending shareholders and the proxy forms shall
	be kept at the domicile of the Company.
Article 95	Copies of the minutes of general meetings shall be made	Article 77 of
	available for inspection free of charge by shareholders during	the Mandatory
	the business hours of the Company. Where a shareholder	Provisions
	requests the Company for a copy of relevant minutes, the
	Company shall send a copy of such minutes to him within
	seven days after receipt of a reasonable fee.

Chapter 9 Special Procedures for Voting by Class Shareholders

Article 96	Shareholders holding different classes of shares are referred to	Article 78 of
	as class shareholders.	the Mandatory
		Provisions
	Class shareholders shall enjoy rights and assume obligations
	in accordance with the laws, administrative regulations and the
	Articles of Association.
	All classes of shareholders of the Company shall have equal	Section 9 of
	rights in any profit distribution, whether in the form of	Appendix 3 to the
	dividends or in any other form.	Main Board Listing
		Rules
	Where the share capital of the Company includes shares which	Section 10(1) and
	do not carry voting rights, the words "non-voting shares" must	(2) of Appendix 3
	appear in the designation of such shares.	to the Main Board
		Listing Rules
	Where the share capital includes shares with different voting
	rights, the designation of each class of shares, other than those
	with the most favorable voting rights, must include the words
	"restricted voting" or "limited voting".
	Rights conferred on any class of shareholders in the capacity	Article 79 of
	of shareholders may not be varied or abrogated unless	the Mandatory
	respectively approved by special resolution at a general	Provisions
	meeting and by holders of shares of that class at a separate
	meeting conducted in accordance with the Articles of
	Association, except for where the unlisted shares specified in
	the Articles of Association are to be listed and traded on an
	overseas stock exchange.

Article 97	The following circumstances shall be deemed as a variation or	Article 80 of
	abrogation of the rights of a particular class of shareholders:	the Mandatory
		Provisions

(1) to increase or decrease the number of shares of that class, or to increase or decrease the number of shares of another class having voting rights, rights to receive distributions or other privileges;

(2) to convert all or part of the shares of that class into shares of another class, or to convert all or part of the shares of another class into shares of that class, or to grant such conversion right;

(3) to cancel or reduce rights to receive payable dividends or cumulative dividends attached to shares of that class;

(4) to reduce or cancel rights attached to shares of that class to preferentially receive dividends or to receive distributions of assets in a liquidation of the Company;

(5) to add, cancel or reduce the conversion privileges, options, voting rights, transfer rights, pre-emptive rights, or rights to acquire the Company's securities attached to shares of that class;

(6) to cancel or reduce the rights to receive payments payable by the Company in particular currencies attached to shares of that class;

(7) to create a new class of shares having voting rights or rights to receive distributions or other privileges equal or superior to those of the shares of that class;

(8) to restrict the transfer or ownership of the shares of that class or to impose additional restrictions thereto;

to issue rights to subscribe for, or convert into, shares of that class or another class;
to increase the rights or privileges of shares of another class;
any restructuring scheme of the Company that may result in the assumption of disproportionate responsibilities by different classes of shareholders during the restructuring; and
to amend or abrogate provisions of this Chapter.

Article 98 Shareholders of the affected class, whether or not having the Article 81 of right to vote at general meetings originally, shall be entitled the Mandatory to vote at class meetings in respect of matters set out in Provisions subparagraphs (2) to (8), (11) and (12) of Article 97. However,

interested shareholders shall have no voting right at such class meetings.

The term "interested shareholders" in the preceding paragraph means:

in the event that the Company makes a repurchase offer to all shareholders on a pro rata basis or repurchases its own shares through public dealing on a stock exchange pursuant to the Article of Association, " Interested Shareholders" shall refer to the controlling shareholders as defined in Article 64 herein;
in the event that the Company repurchases its own shares by an off-market agreement pursuant to the Articles of Association, "Interested Shareholders" shall refer to the shareholders related to such agreement;
in the event of a proposed restructuring of the Company, "Interested Shareholders" shall refer to the shareholders who assume obligations below that of other shareholders of the same class, or those shareholders who enjoy interests different from other shareholders in the same class.

Article 99	Resolutions of a class meeting shall be passed by votes	Article 82 of
	representing two-thirds or more of the voting rights of	the Mandatory
	shareholders of that class at the class meeting who have the	Provisions
	right to vote at the meeting pursuant to Article 97.
Article 100	For the convening of a class meeting, the period for issuing a	Article 99 of the
	written notice thereof shall be the same as the period for	Company Law
	issuing a written notice of the non-class meeting to be	Article 83 of
	convened together with such class meeting. Written notice shall	the Mandatory
	be given to notify shareholders who are registered as holders of	Provisions
	such class of shares in the register of shareholders of the
	matters proposed to be considered and the date and place of the
	meeting.
	Where there are any special provisions in the listing rules
	of the place where the Company's shares are listed, such
	provisions shall prevail.
	The quorum for a separate class meeting (other than an	Section 6(2) of
	adjourned meeting) to consider a variation of the rights of any	Appendix 3 to the
	class of shares shall be the holders of at least one-third of the	Main Board Listing
	issued shares of the class concerned.	Rules

Article 101	A notice of a class meeting shall be served exclusively to the	Article 84 of
	shareholders entitled to vote thereat.	the Mandatory
		Provisions
	Except as otherwise provided in the Articles of Association, the
	procedures of a class meeting shall be as similar as possible
	to the procedures for the general meeting. Provisions herein
	regarding the procedures for holding a general meeting shall be
	applicable to class meetings.

Article 102	Apart	from holders of other classes of shares, holders of	Article 85 of
	domestic shares and holders of overseas listed foreign shares	the Mandatory
	shall be deemed as holders of different classes of shares.	Provisions
	The special voting procedures for class meetings shall not	Section 1(f) of
	apply in the following circumstances:	Appendix 13D to the
			Main Board Listing
	(1)	with the approval by a special resolution at the Rules
		general meeting, the Company issues domestic shares
		and/or overseas listed foreign shares separately or
		concurrently once every twelve months, and the
		number of domestic shares and overseas listed foreign
		shares to be issued is not more than 20% of the issued
		shares of the respective class;
	(2)	the plan to issue domestic shares and overseas listed
		foreign shares at the time of establishment of the
		Company is completed within 15 months from the date
		of approval by the securities regulatory authority of the
		State Council; or
	(3)	with the approval of the securities regulatory authority
		of the State Council, shareholders of the Company list
		and trade their unlisted shares on any overseas stock
		exchange.

Chapter 10 Board of Directors

	Section I Directors
Article 103	Directors are natural persons and need not hold any shares	Paragraph 3 of
	in the Company. Directors of the Company include executive	Article 87 of
	directors, non-executive directors and independent non-	the Mandatory
	executive directors. Executive directors are directors who hold	Provisions
	management positions within the Company. Non-executive
	directors are directors who do not hold management positions
	in the Company and are not considered independent by law.
	Independent non-executive directors refer to directors who
	meet the requirements of Section 2 of Chapter 10 herein.
	Directors of the Company shall have the professional
	knowledge, work experience and basic qualities necessary to
	perform their duties, and have good professional ethics.
	None of the directors may serve concurrently as a director in
	another financial institution where conflicts of interest may
	arise.
	Any person appointed by the Board to fill up a casual vacancy	Section 4(2) of
	in the Board or as an addition to the Board shall hold office	Appendix 3 to the
	only until the next annual general meeting of the Company and	Main Board Listing
	shall then be eligible for re-election.	Rules
Article 104	Directors shall be elected at general meetings for a term of	Article 87 of
	three years. A director may be re-elected upon expiration of his	the Mandatory
	term of office, and the qualifications of each director shall be	Provisions
	reported to the CBIRC for approval.
Article 105	A written notice stating the intention to nominate a candidate	Section IV of the
	for director and the nominee's acceptance of such nomination,	Letter of Opinions
	together with relevant written materials on the nominee, shall
	be delivered to the Company no sooner than the date of issuing	Section 4(4) and (5)
	the notice of general meeting and no later than seven days	of Appendix 3 to the
	before holding the meeting. The open period for submitting	Main Board Listing
	and accepting nomination shall not be less than seven days.	Rules

Article 106	A director may	resign before his term of office expires. Any	Article 100 of
	director intending to resign shall submit a resignation letter	the	Guidelines
	to the Board in	writing. The Board shall notify the Board of	for	Articles of
	Supervisors of the resignation within two days and report to	Association

the most recent general meeting of shareholders.

Where the term of office of any director expires and re-election is not carried out in time, or where the resignation of any director during his term of office affects the normal operation of the Company or causes the number of members of the Board to fall below the quorum, the original director shall continue to perform his duties in accordance with the laws, administrative regulations, departmental rules and the Articles of Association before the newly-elected director takes office.

Save for the circumstances referred to in the preceding paragraph, a director's resignation shall become effective upon his resignation letter being served to the Board. Subject to the relevant laws, regulations and regulatory rules of the place where the Company is listed, any person appointed by the Board (if permitted by applicable laws and regulations) to fill up a casual vacancy in the Board or as an addition to the Board shall hold office only until the next annual general meeting of the Company and shall then be eligible for re-election.

Prior to the expiry of his term of office, a director shall not be removed without sake from his office by the general meeting. The general meeting may by ordinary resolution to remove any director before the expiry of his term of office (but without prejudice to such director's right to claim damages under any contract), subject to compliance with the relevant laws and administrative regulations.

Article 107	Upon the resignation of a director or the expiration of his term	Article 101 of
	of office, the director shall complete all handover procedures	the	Guidelines
	with the Board, and his fiduciary obligations to the Company	for	Articles of
	and the shareholders shall not terminate until one year after his	Association
	term of office. Moreover, his obligation to keep confidential
	the Company's trade secrets shall survive the end of his term
	of office until such secrets become public.
Article 108	Save as provided in the Articles of Association or duly	Article 102 of
	authorized by the Board, no director shall act on behalf of	the	Guidelines
	the Company or the Board in his own name. A director shall,	for Articles of
	when acting in his own name, make a prior statement of his	Association
	standpoint and capacity whenever a third party may reasonably
	believe that the said director is acting on behalf of the
	Company or the Board.
Article 109	A director who violates any laws, administrative regulations,	Article 103 of
	department rules or an y pro visions of the Articles of	the	Guidelines
	Association in performing his duties shall be liable for	for	Articles of
	indemnifying any loss so caused to the Company.	Association
Article 110	The general meeting may, subject to relevant laws,	Section IV of the
	administrative regulations and the Main Board Listing Rules	Letter of Opinions
	of the Hong Kong Stock Exchange, by ordinary resolution to	Section 4(3) of
	remove any director before the expiration of his term of office	Appendix 3 to the
	without prejudice to such director's right to claim damages	Main Board Listing
	under any contract.	Rules
	A director shall be deemed to have failed to perform his	Article 99 of
	duties if he failed to attend board meetings in person twice	the	Guidelines
	consecutively and did not authorize any other director to	for	Articles of
	attend the meetings on his behalf. In this case, the Board may	Association
	recommend the general meeting to have the director replaced.

	Section II Independent Non-executive Director
Article 111	The Company shall establish an independent non-executive
	director system . Independent non-executive directors
	("Independent Directors") are directors holding no posts
	other than directorship in the Company, and having no
	relationship with the Company and substantial shareholders of
	the Company that might hinder his independent and objective
	judgment.
	The term of office of independent non-executive directors is	Section A.4.3 of
	three years, and they may be re-elected for a maximum of six	Appendix 14 to the
	years of consecutive service, except as otherwise provided by	Main Board Listing
	relevant laws, regulations and the listing rules of the exchange	Rules
	where the Company's shares are listed.
	The number of independent non-executive directors of the
	Company shall be at least three and not less than one-third
	of the members of the Board. They shall include at least one
	financial or accounting professional.
	Except as otherwise provided in this Section, the provisions
	of the Articles of Association regarding directors shall be
	applicable to independent non-executive directors.
Article 112	An independent non-executive director shall meet the
	following basic qualifications:
	(1) being eligible to serve as a director and Independent
	Director of the Company pursuant to laws, administrative
	regulations, departmental rules, normative documents,
	and relevant pro visions of competent regulatory
	authorities and the Articles of Association;
	(2) performing duties independently and not being affected
	by any of the substantial shareholders and de facto
	controller of the Company or any other entity or
	individual that has an interest in the Company;

having a bachelor's degree or above or a senior technical title in a relevant profession;
being knowledgeable about corporate governance and familiar with relevant laws, administrative regulations, departmental rules and normative documents;
having at least five years of work experience in legal, economic, financial or accounting areas or other work experience conducive for performing the duties of Independent Director;
being familiar with the operation and management of auto finance companies and relevant laws, administrative regulations, departmental rules and normative documents;
having the ability to read, comprehend and analyze the credit statistics statements and financial statements of auto finance companies;
having enough time and energy to perform effectively his duties and undertaking to honor his fiduciary duty to and work conscientiously for the Company.

Article 113 In addition to the functions and powers provided by the Company Law, other relevant laws and regulations and the listing rules of the stock exchange on which the Company's shares are listed, independent non-executive directors shall also have the following special functions and powers:

propose to the Board for the appointment or dismissal of accounting firms;
propose to the Board to convene extraordinary general meetings;
propose to hold board meetings;

material related party transactions (as determined according to the standards promulgated from time to time by the securities regulatory authority of the place where the Company is listed and the criteria stipulated in the Articles of Association) shall be subject to approval of Independent Directors before being submitted to the Board for consideration;
the Independent Directors may publicly canvass for votes from shareholders prior to shareholders' general meetings;
with their unanimous consent, independently engage external auditors or consultants to audit or advise on specific matters of the Company at the expense of the Company.

Save for subparagraph ( 6 ), independent non-executive directors shall obtain the consent of more than half of all independent non-executive directors in exercising any of the above functions and powers. If any of the above proposals has not been adopted or if any of the above functions and powers cannot be exercised normally, the Company shall disclose the details thereof.

Article 114 Before expiry of their term of office, independent non- executive directors shall not be dismissed without sake. In case of an independent director being dismissed before expiry of his term of office, the Company shall disclose the dismissal as a special disclosure matter. If the Independent Director being dismissed believes that his dismissal is unjustifiable, he may make a public statement.

In case that an independent non-executive director fails on three consecutive occasions to attend board meetings, the Board may propose to the general meeting to replace him.

Article 115 For matters concerning the independent non-executive director system not covered in this Section, the relevant laws, administrative regulations, departmental rules and the listing rules of the stock exchange on which the Company's shares are listed shall apply.

	Section III Board of Directors
Article 116	The Company has a board of directors which is responsible
	to the general meeting and exercises its functions and powers
	in accordance with laws, administrative regulations and the
	Articles of Association.
Article 117	The Board shall have one Chairman and one Vice Chairman.	Article 86 of
	The Board consists of seven directors, of which independent	the Mandatory
	non-executive directors shall account for one third or more	Provisions
	of all the members. At least one independent non-executive	Rule 3.10 and 3.10A
	director shall have appropriate professional qualifications	of the Main Board
	or appropriate accounting or related financial management	Listing Rules
	expertise.
	The Chairman and Vice Chairman shall be elected and removed	Article 111 of
	by more than half of votes of all directors. The term of office	the	Guidelines
	of the Chairman is three years, renewable upon re-election.	for	Articles of
		Association
Article 118	The Board reports to general meetings and exercises the	Article 88 of
	following duties and powers:	the Mandatory
		Provisions

to convene general meetings and report its work to the Article 105 of

general meetings;	the	Guidelines
	for	Articles of
(2) to implement the resolutions of general meetings;	Association
	Article 107 of

t o decide on the Company's business plans and the Guidelines

investment plans;	for Articles of
	Association

to formulate the Company's annual financial budgets and final accounts;
to formulate the Company's profit distribution plans and loss recovery plans;
to formulate proposals for increases or reductions of the Company's registered capital, and proposals for issuance of corporate bonds or other securities and listing;

to formulate proposals for material acquisition, share repurchase, merger, division, dissolution or change in corporate form of the Company;

(8) to d et ermine ex tern al investment s, acqu isiti on and disposal of assets, pledge of assets, external guarantees, entrusted asset management and related party transactions of the Company within the scope of authorization of the general meeting;

to determine the establishment of the Company's internal management structure;
to appoint or dismiss the Company's general manager and the secretary to the Board; and pursuant to the general manager's nominations, to appoint or dismiss the Company's deputy general managers, chief financial officer and other senior management officers and to decide on their remuneration, rewards and penalties;
to formulate the Company's fundamental management system;
to formulate amendments to the Articles of Association;
to propose to the general meeting to appoint or replace of the accounting firm conducting auditing for the Company;
to hear the work reports of the general manager and examine the work of the general manager;
other functions and powers conferred by laws, administrative regulations, departmental rules or the Articles of Association.

Save and except for the resolutions of the Board in respect of the matters specified in subparagraphs (6), (7) and (12) above which shall be passed by more than two-thirds of all directors, resolutions of the Board in respect of all other matters may be passed by more than half of all directors. The Board shall perform its duties in accordance with the laws and administrative regulations of the PRC, the Articles of Association and shareholders' resolutions.

	The Board shall make explanations to the general meeting as to	Article 108 of
	any non-standard audit opinions issued by the certified public	the	Guidelines
	accountants on the Company's financial reports.	for	Articles of
		Association
Article 119	The Board of Directors shall set up an Audit Committee,
	a Remuneration and Evaluation Committee, a Nomination
	Committee, and a Risk Management Committee. Under the
	leadership of the Board, these committees assist the Board in
	performing its functions or provide advice or opinion for the
	decision-making of the Board. The composition and rules of
	procedure of these committees shall be separately determined
	by the Board.
	The Audit Committee shall have at least three members,	Rule 3.21 of the
	all of whom shall be non-executive directors. One of the	Main Board Listing
	members shall be an independent non-executive director who	Rules
	has appropriate professional qualifications or appropriate
	accounting or related financial management expertise as
	required by Main Board Listing Rules. Independent non-
	executive directors shall constitute a majority of the members
	of the Audit Committee. The chairman of the Audit Committee
	shall be an independent non-executive director.
	The majority of the members of the Remuneration and	Rule 3.25 of the
	Evaluation Committee shall be independent non-executive	Main Board Listing
	directors, and the chairman of the committee shall be an	Rules
	independent non-executive director.

Article 120	The Board shall determine the scope of authority and establish	Article 110 of
	strict review and approval procedures for external investments,	the	Guidelines
	acquisition and disposal of assets, pledge of assets, external	for	Articles of
	guarantees, entrusted asset management and related party	Association
	transactions. The Board shall organize relevant experts and
	professionals to review material investment projects and then
	submit such projects to the general meeting for approval.
	The Board shall not, without prior approval of the general	Article 89 of
	meeting, dispose of or agree to dispose of any fixed assets of	the Mandatory
	the Company where the aggregate of the expected value of	Provisions
	the consideration for the proposed disposal and the value of
	the consideration for any disposal of fixed assets in the four
	months immediately preceding the proposed disposal exceeds
	33% of the value of the Company's fixed assets as stated in the
	latest balance sheet approved by the general meeting.
	A "disposal of fixed assets" as referred to in this Article
	includes the transfer of interests in certain assets but excludes
	the usage of fixed assets for provision of guarantee.
	The validity of any transaction conducted by the Company in
	the disposal of fixed assets shall not be affected by a breach of
	the second paragraph of this Article.
Article 121	The Board shall formulate the rules of procedures of the board	Article 109 of
	to ensure its proper implementation of the resolutions of the	the	Guidelines
	general meeting, enhance its work efficiency and ensure its	for	Articles of
	scientific decision-making.	Association

Article 122 The Chairman of the Board shall perform the following duties Article 90 of

and powers:the Mandatory Provisions

to preside over general meetings and to convene and Article 112 of

preside over board meetings;	the	Guidelines
	for	Articles of

t o supervise and inspect the implementation of Association resolutions of the Board;
to sign the share certificates, corporate bonds and other securities of the Company;
t o sign important documents of the Board and other documents that should be signed by the legal representative of the Company;
in any emergent force majeure events such as severe natural disasters, to exercise the special right of disposal in relation to the Company's affairs in compliance with laws and in the Company's interests, and report to the Board and the general meeting afterwards;
to propose the convening of an extraordinary board meeting;
to exercise other functions and powers prescribed by laws and regulations and the Articles of Association and conferred by the Board.

Article 123 The Vice Chairman shall assist the Chairman in performing his Article 113 of duties. Where the Chairman is unable or fails to perform his the Guidelines duties, such duties shall be performed by the Vice Chairman. for Articles of Where the Vice Chairman is unable or fails to perform his Association duties, a director shall be elected by more than half of all the

directors to perform his duties.

Article 124	Board meetings include regular meetings and extraordinary	Article 91 of
	meetings of the Board, which shall be convened and presided	the Mandatory
	over by the Chairman.	Provisions
			Article 114 and 115
	The Board shall notify the supervisors in advance to attend a	of the Guidelines
	board meeting.	for Articles of
			Association
	The board should convene board meetings at least four times a	Section A.1.1 and
	year at approximately quarterly intervals.	A.1.3 of Appendix
			14 to the Main
	An extraordinary board meeting may be held in any of the	Board Listing Rules
	following circumstances:
	(1)	when jointly proposed by one-third or more of the
		directors;
	(2)	when proposed by the Board of Supervisors;
	(3)	when proposed by more than one-half of the independent
		non-executive directors;
	(4)	whenever the Chairman deems necessary;
	(5)	when proposed by shareholders representing one-tenth or
		more of the voting rights;
	(6)	when proposed by the general manager;
	(7)	other circumstances as stipulated by laws, administrative
		regulations, departmental rules, relevant regulatory
		authorities and the Articles of Association.

Article 125	For a regular board meeting, a notice of the meeting shall be	Article 92 of
	given 14 days prior to the date of the meeting, and the meeting	the Mandatory
	documents shall be served to all directors and supervisors five	Provisions
	days prior to the date of the meeting. For an extraordinary	Article 116 of
	board meeting, a notice of the meeting shall be served to all	the	Guidelines
	directors and supervisors five days prior to the date of the	for	Articles of
	meeting, and the meeting documents shall be served to all	Association
	directors three days prior to the date of the meeting.	Section A.1.3 of
		Appendix 14 to the
		Main Board Listing
		Rules
	In case of urgent situation where an extraordinary board	Section A.1.3 of
	meeting needs to be convened as soon as possible, the delivery	Appendix 14 to the
	of the notice of the meeting and the meeting documents	Main Board Listing
	may not be subject to the time limits specified the preceding	Rules
	paragraph, provided that such notice and documents shall be
	served on the directors and supervisors before the meeting is
	held. The time and place of a board meeting may be prescribed
	by the Board in advance and recorded in the minutes. If such
	minutes have been sent to all directors at least 14 days prior
	to the convening of the next board meeting, no further notice
	shall be required to be served to the directors in respect
	thereof.
Article 126	Board meetings shall be held only if more than half of the
	directors are present.

Article 127	Each director has one vote. Resolutions of the Board shall be	Article 93 of
	passed by more than half of all directors.	the Mandatory
		Provisions
	In the case of equal affirmative and dissenting votes, the	Article 118 of
	Chairman shall be entitled to a casting vote.	the	Guidelines
		for	Articles of
	Where a written resolution is signed and voted by each director	Association

and the number of affirmative votes meets the thresholds required by laws, regulations and the Articles of Association, it shall be deemed as valid as a resolution passed at a legally convened board meeting. Such written resolution may consist of documents in counterparts, with each signed by one or more directors. A resolution signed by a director or bearing his signature and served to the Company by mail, facsimile or by hand, for the purpose of this Article, shall be deemed as a document signed by him.

Article 128 Directors should attend board meetings in person. A director who is unable to attend a board meeting for any reason may appoint in writing another director to attend the meeting on his behalf. The power of attorney shall set out the name of the proxy, the submit matter, the scope of authorization and period of validity, and shall be signed or sealed by the appointer.

The director acting as a proxy shall exercise the appointer's rights as a director within the scope of authorization. A director failing to attend a board meeting in person and by proxy shall be deemed to have waived his right to vote at the meeting.

Article 94 of the Mandatory Provisions Article 121 of the Guidelines for Articles of Association

Article 129 With exceptions permitted by Note 1 of Appendix 3 to the Main Board Listing Rules or the Hong Kong Stock Exchange, a director shall not vote on any resolution of the Board on any contract or arrangement or any other proposal in which such director or any of his associates (as defined in the Main Board Listing Rules) has a material interest, and shall not be counted in the quorum of the meeting concerned.

Section 4(1) of Appendix 3 to the Main Board Listing Rules

When the Board considers any transaction between the Company or any of its subsidiaries and the controlling shareholder of the Company or an y associate of such controlling shareholder (excluding the Company and its subsidiaries), any director who is concurrently serving as a director and/or senior management officer of the controlling shareholder of the Company or any subsidiary of such controlling shareholder (excluding the Company and its subsidiaries) shall abstain from voting, and shall not be counted in the quorum of the board meeting concerned.

If the board meeting fails to meet the quorum requirement due to the aforesaid abstention, the matters to be considered shall be submitted to the general meeting for consideration.

The terms "subsidiary(ies)" and "associate(s)" referred to in this Article shall have the same meaning as defined in the Main Board Listing Rules.

If a substantial shareholder (as defined in the Main Board	Section A.1.7 of
Listing Rules) or a director has what the Board considers to be	Appendix 14 to the
a material conflict of interest in any matter to be considered	Main Board Listing
by the Board, the matter shall not be dealt with by way of	Rules
circulation of documents or by a committee under the Board
(other than a committee specifically set up for such matter by
a resolution passed at a board meeting), and a board meeting
shall be held to consider the matter. Independent non-executive
directors who, and whose associates (as defined in the Main
board Listing Rules), have no material interest in the proposed
transaction should be present at such board meeting.

Article 130	The Board shall keep minutes of its decisions on the matters	Article 95 of
	considered at board meetings, including any doubts or	the Mandatory
	opposing opinions raised by the directors on the matters	Provisions
	considered through on-site meetings and communications. The	Article 122 and 123
	opinions expressed by independent non-executive directors	of the Guidelines
	shall be stated in the resolutions of the Board. The directors	for Articles of
	and the secretary to the Board (recorder) attending a meeting	Association
	shall sign the minutes of the meeting. The minutes shall be	Section III of the
	kept for a period of 10 years.	Opinions
		Section A.1.5 of
	Directors shall be liable for the resolutions of the Board.	Appendix 14 to the
	Should a resolution of the Board is in violation of the laws,	Main Board Listing
	administrative regulations, the Articles of Associations or any	Rules
	resolution of the general meeting, which causes serious losses
	the Company, the directors who have participated in voting for
	the resolution shall be held liable for indemnification of the
	Company, but any director who has expressly objected to the
	resolution put to vote, which is evidenced and recorded in the
	minutes of the meeting, may be exempted from such liability;
	any director who abstains from voting on the resolution or who
	neither attends the meeting in person nor authorizes a proxy
	to attend the meeting shall not be exempted of such liability;
	and any director who raises clear objections in the relevant
	discussion but fails to explicitly vote against the resolution
	shall not be exempted from such liability as well.
	The minutes of a board meeting shall contain the following:
	(1) the date and venue of the meeting and name of the
	convener and the chair;
	(2) the names of the directors present at the meeting and
	names of the directors (proxies) present at the meeting on
	behalf of other directors;
	(3) agenda of the meeting;
	(4) key points of speeches made by directors;

	(5) voting method and result on each resolution (the voting
	result shall set out the number of affirmative votes,
	dissenting votes, and abstention votes).
	The minutes of meetings of the Board and its committees shall	Section A.1.5 of
	be kept by a duly appointed meeting secretary, and shall be	Appendix 14 to the
	made available for inspection by any director at any reasonable	Main Board Listing
	time on reasonable notice.	Rules
Article 131	For a resolution required to be voted on at an extraordinary	Article 120 of
	board meeting, if the Board has sent the resolution to be	the Guidelines
	voted on in writing (including by fax and email) to all	for Articles of
	directors and ensured that the directors are able to fully	Association
	express their opinions, the voting may be carried out by
	way of communication without convening a board meeting.
	Nevertheless, in order for the resolution to be passed, the
	number of directors who sign and approve the resolution
	shall reach the number of directors as required to make such
	decision under Article 122 herein.

	Section IV	Special Committees under the Board of Directors
Article 132	The Company has set up special committees under the Board in
	accordance with Article 119 of the Articles of Association.
	All members of the Audit Committee shall be non-executive
	directors (including Independent Directors) with professional
	knowledge and work experience in finance, auditing or
	accounting, and the Audit Committee shall have at least one
	Independent Director majoring in finance or accounting.
	The Board shall formulate the work rules of the special
	committees under the Board to specify their duties, rules of
	procedure,	working procedures and the matters authorized
	to them by the Board. The setting, composition, terms of
	reference and information disclosure of each special committee
	shall be in compliance with the relevant provisions of laws,
	administrative regulations, departmental rules, normative
	documents, relevant regulatory authorities and the Articles of
	Association. Each special committee shall formulate an annual
	work plan and meet regularly.
Article 133	The matters to be resolved by the Board shall first be submitted
	to the relevant special committee for deliberation, and such
	special committee shall provide its deliberation opinions.
	Except as authorized by the Board according to law, the
	deliberation opinions of the special committee shall not be in
	lieu of the voting opinions of the Board.
Article 134	A speci al comm ittee m ay, when necessary, engage
	professionals to advise on relevant matters at the expense of
	the Company, provided that it shall ensure that the Company's
	trade secrets are not disclosed.

(2) to handle the Company's information disclosure affairs, to urge the Company to develop and implement management measures on information disclosure and measures for internal reporting of material information, to procure the Company and related parties to perform their information disclosure obligations according to law, and to disclose regular reports and extraordinary reports to the stock exchange in accordance with relevant regulations;

(3) to coordinate the relationship between the Company and investors, entertain visiting investors, answer investors' enquiries, and provide investors with information disclosed by the Company;

(4) to prepare general meetings and board meetings in accordance with legal procedures, and to prepare and submit relevant documents and materials for the meetings;

(5) to participate in board meetings and make minutes of meeting with signature;

authorities according to law;

to be responsible for the communication and liaison Article 2 of the between the Company and related parties and the stock Work Guidelines for exchange and other securities regulatory authorities, and the Secretary to the to ensure that the Company prepares and submits the Board of Directors reports and documents required by the relevant regulatory of a Company Listed

Overseas

Chapter 11 Secretary to the Board of the Company

Article 135	The Company shall have a secretary to the Board, who is a	Article 96 of
	senior management officer and reports to the Board.	the Mandatory
		Provisions
Article 136	The secretary to the Board shall be a natural person who has	Article 97 of
	the necessary professional knowledge and experience and shall	the Mandatory
	be appointed by the Board. The main duties of the secretary to	Provisions
	the Board are as follows:
	(1)

to be responsible for the confidentiality work related to information disclosure of the Company, to formulate confidentiality measures, to procure the directors, su pervisors, gen eral manager and other s en ior management officers and relevant insiders to keep secret for relevant information before it is disclosed, and to take timely remedial measures in case of leakage of inside information and report to the stock exchange;
to be responsible for keeping the Company's register of shareholders, register of directors, information on the shareholdings in the Company of substantial shareholders, directors, supervisors, general manager and other senior management officers, and the documents and minutes of general meetings and board meetings, to ensure that the Company has complete organizational documents and records, to ensure that the Company's register of shareholders is properly maintained, and to ensure that persons entitled to access to the relevant records and documents are furnished with such records and documents without delay;
to assist the directors, supervisors, general manager and other senior management officers to understand the laws, regulations and rules related to information disclosure, the listing rules and other provisions of the stock exchange, and the Articles of Association, as well as content regarding their legal liability in the listing agreement;
to procure the Board to exercise its functions and powers according to law; to remind the attending directors where any board resolution to be made by the Board are in contravention of the laws, regulations, rules, listing rules and other provisions of the stock exchange and the Articles of Association, and ask the attending supervisors to express their opinions in this regard; to record the opinions of relevant supervisors and his/her own in the minutes of the meeting if the Board insists on making the aforesaid resolution, and report to the stock exchange;

to discharge such other duties as provided by the applicable laws, regulations, rules, the listing rules and other provisions of the stock exchange, and the Articles of Association.

Article 137 Any of the Company's directors and other senior management Article 98 of officers other than the general manager and chief financial the Mandatory officer may serve as the secretary to the Board, provided that Provisions he/she shall have sufficient energy and time to assume the

duties of the secretary to the Board. None of the accountants of the accounting firm engaged by the Company shall act as the secretary to the Board.

Where the office of the secretary to the Board is held concurrently by a director and an act is required to be done by a director and the secretary to the Board separately, the person who concurrently serves as a director and the secretary to the Board may not perform the act in dual capacity.

Chapter 12 General Manager of the Company

Article 138	The	Company shall have one general manager and several	Article 99 of
	deputy general managers who assist the general manager in	the Mandatory
	his work. The Company shall also have one chief financial	Provisions
	officer and several assistants to general manager. The general	Article 124 of
	manager, deputy general managers, chief financial officer, and	the	Guidelines
	assistants to general manager shall be appointed or dismissed	for	Articles of
	by the Board.	Association
	The term of office of the general manager is three years,	Article 127 of
	renewable upon re-appointment or re-election.	the	Guidelines
			for	Articles of
			Association
Article 139	The general manager of the Company reports to the Board and	Article 100 of
	exercises the following functions and powers:	the Mandatory
			Provisions
	(1)	to preside over the Company's production, operation	Article 128 of
		and management, organize the implementation of board	the	Guidelines
		resolutions, and report to the Board;	for	Articles of
			Association
	(2)	to organize the implementation of the Company's
		annual business plans and investment plans;
	(3)	to draft plans for the establishment of the Company's
		internal management structure;
	(4)	to formulate the Company's fundamental management
		system;
	(5)	to formulate basic rules and regulations for the
		Company;
	(6)	to propose to the Board the appointment or dismissal of
		the deputy general managers, chief financial officer and
		other senior management officers of the Company;

(7) to appoint and dismiss any management officer other than those required to be appointed or dismissed by the Board;

(8) other functions and powers stipulated by la ws, administrative regulations, departmental rules, relevant regulatory authorities and the Articles of Association and conferred by the Board.

Article 140	The general manager shall attend the board meetings. The	Article 101 of
	general manager, if not being a director, shall have no right to	the Mandatory
	vote at board meetings.	Provisions
Article 141	The general manager may resign before expiry of his term of
	office. The procedures and formalities for the resignation of
	the general manager shall be stipulated in the labor contract
	between the general manager and the Company.
Article 142	Senior management officers such as deputy general managers
	and chief financial officer shall be nominated by the general
	manager and appointed or dismissed by the Board. Senior
	management officers such as deputy general managers and
	chief financial officer shall report to the general manager
	and work under the leadership of the general manager. Their
	functions and powers shall be reasonably determined by the
	general manager at the general manager's office meeting.
Article 143	The general manager and other senior management officers	Article 102 of
	of the Company shall, in performing their duties and powers,	the Mandatory
	act in good faith and with due diligence in accordance with	Provisions
	the laws, administrative regulations and the Articles of
	Association.

Chapter 13 Board of Supervisors

Article 144	The Company has a Board of Supervisors consisting of	Article 103 of
	shareholder representatives and staff representatives.	the Mandatory
		Provisions
	The Board of Supervisors consists of three supervisors, with	Article 104 of
	one being a staff representative and two being shareholder	the Mandatory
	representatives. The term of office of supervisors is three	Provisions
	years, renewable upon re-election.	Article 105 of
		the Mandatory
		Provisions
Article 145	The Board of Supervisors shall have one chairman. The	Section 1(d)(i) of
	appointment and dismissal of the chairman of the Board of	Appendix 13D to the
	Supervisors shall be passed by votes of two-thirds or more	Main Board Listing
	of its members. The chairman of the Board of Supervisors	Rules
	shall act by professional person. The chairman of the Board	Section V of the
	of Supervisors shall have professional knowledge and work	Letter of Opinions
	experience in at least one of the following areas: accounting,
	auditing, finance, law, etc.
Article 146	Supervisors representing shareholders shall be elected,	Article 105 of
	removed or replaced by the general meeting, while supervisors	the Mandatory
	representing the staff shall be elected, removed or replaced by	Provisions
	the Company's staff representative assembly or through other
	democratic procedures. Prior to the expiry of his term of office,
	a supervisor shall not be removed without sake from his office
	by the general meeting or the staff representative assembly.
Article 147	A supervisor may resign before his term of office expires.
	The provisions of the Articles of Association regarding the
	resignation of directors shall apply to supervisors.

Article 148	The circumstances under which a person is disqualified	Article 106 of
	from being a director of the Company as described herein	the Mandatory
	shall apply mutatis mutandis to supervisors of the Company.	Provisions
	Directors, general manager, chief financial officer and	Article 135 of
	other senior management officers of the Company shall not	the	Guidelines
	concurrently serve as supervisors.	for	Articles of
			Association
Article 149	Meetings of the Board of Supervisors shall be held at least	Article 107 of
	twice a year and at least once every six months, and shall be	the Mandatory
	convened and presided over by the chairman of the Board	Provisions
	of Supervisors. Supervisors may propose to convene an	Article 145 of
	extraordinary meeting of the Board of Supervisors. Should	the	Guidelines
	the chairman of the Board of Supervisors be unable or fail to	for	Articles of
	perform his duties, a supervisor elected by more than half of	Association
	the supervisors shall convene and preside over the meeting.
Article 150	The Board of Supervisors shall be accountable to the general	Article 108 of
	meeting and perform the following functions and powers	the Mandatory
	according to law:	Provisions
	(1)	to inspect the Company's financial activities;	Article 144 of
			the Guidelines

to supervise the performance of duties by directors, for Articles of general manager and senior management officers Association and make proposals to remove directors and senior management officers who ha v e violated laws, administrative regulations, the Articles of Association
or resolutions of the general meeting;
to demand rectification from a director, the general manager or any other senior management officer when the acts of such a person are harmful to the Company's interest;

to verify the financial information including financial reports, business reports and profit distribution plans to be submitted by the Board to the general meeting, and to investigate if in doubt, to engage, in the name of the Company, certified public accountants and practicing auditors to re-examine such information;
to propose to convene extraordinary general meetings, and to convene and preside over general meetings in the event that the Board fails to perform such duties;
to make proposals to the general meeting;
to bring legal actions against any director or senior management officer pursuant to relevant provisions of the Company Law;
to propose to convene extraordinary board meetings;
to investigate when finding that the Company is running abnormally, and (if necessary), may engage accounting firms, law firms or other professional firms to provide assistance at the expense of the Company;
other functions and powers stipulated by laws, administrative regulations, departmental rules, relevant regulatory authorities and the Articles of Association and authorized by the general meeting.

Article 151	With justifiable reasons, a supervisor has the right to request	Article 109 of
	the chairman of the Board of Supervisors to convene an	the Mandatory
	extraordinary meeting. For each meeting of the Board of	Provisions
	Supervisors, a 10 days' notice of the meeting shall be given	Article 148 of
	by telephone or facsimile. The notice of the meeting shall set	the	Guidelines
	out: the date and place of the meeting, term and agenda of the	for	Articles of
	meeting, and the date of the notice.	Association
		Section VI of the
	Meetings of the Board of Supervisors shall not be held unless	Letter of Opinions
	two-thirds or more of the supervisors are present. The voting	Section 1(d)(ii) of
	at meetings of the Board of Supervisors shall be conducted by	Appendix 13D to the
	open ballot. Each supervisor has one vote. Supervisors shall	Main Board Listing
	attend meetings of the Board of Supervisors in person. Where	Rules
	a supervisor is unable to attend a meeting of the Board of
	Supervisors for any reason, he may appoint in writing another
	supervisor to attend the meeting on his behalf. The power of
	attorney shall specify the scope of authorization.
	All resolutions passed at the regular and extraordinary
	meetings of the Board of Supervisors are resolutions of the
	Board of Supervisors and shall be passed by votes of two-
	thirds or more of its members.
Article 152	The Board of Supervisors shall make minutes of the decisions	Article 147 of
	on the matters discussed at each meeting, and supervisors	the	Guidelines
	present at the meeting shall sign the minutes. Each supervisor	for	Articles of
	is entitled to request the addition to the minutes of some	Association
	explanatory comments concerning his speeches made at the
	meeting. The minutes of meeting of the Board of Supervisors
	shall be kept as archives of the Company for at least 10 years.

100

Article 153	All reasonable expenses incurred from the engagement of	Article 110 of
	professionals such as lawyers, certified public accountants and	the Mandatory
	practicing auditors by the Board of Supervisors in exercising	Provisions
	its functions and powers shall be borne by the Company.
Article 154	The supervisors shall faithfully discharge their supervisory	Article 111 of
	responsibilities in accordance with the laws, administrative	the Mandatory
	regulations and the Articles of Association.	Provisions

Article 155 The Board of Supervisors shall formulate its rules of procedures to ensure its effective functioning, enhance its work efficiency and ensure its scientific decision-making.

Chapter 14 Qualifications and Obligations of Directors, Supervisors, General Manager and Other Senior Management Officers of the Company

Article 156	The qualifications of directors, supervisors and senior
	management officers of the Company shall conform to the
	provisions of laws, administrative regulations, departmental
	rules, normative documents, relevant regulatory authorities and
	the Articles of Association. Directors and senior management
	officers shall be subject to qualification examination by the
	CBIRC in accordance with the above provisions.
Article 157	In	addition to the qualification requirements for directors	Article 112 of
	(including independent non-executive directors), supervisors	the Mandatory
	and	senior management officers stipulated in the Articles	Provisions
	of Association, a person who fits any of the following	Article 95 of
	descriptions shall not serve as a director, supervisor, general	the Guidelines
	manager or any other senior management officer of the	for Articles of
	Company:	Association
	(1)	a person who does not have or who has limited
		capacity for civil conduct;

101

a person who has been sentenced for corruption, bribery, infringement of property, misappropriation of property or other crimes which destroy the social economic order, where less than five years have lapsed since the sentence was served, or a person who has been deprived of his political rights and less than five years have lapsed since the sentence was served;
a person who is a director, factory manager or general manager of a company or enterprise which has been dissolved or put into liquidation and who was personally liable for the winding up of such company or enterprise, where less than three years have elapsed since the date of completion of the insolvent liquidation of the company or enterprise;
a person who was the legal representative of a company or enterprise which had its business license revoked and was ordered to close down due to violation of laws and who is personally liable therefor, where less than three years have elapsed since the date of revocation of the business license of such company or enterprise;
a person who bears a relatively large amount of debts due and outstanding;
a person who is currently under investigation by the judicial authorities for violation of criminal law, and the case concerned has not been settled;
a person who, according to laws and administrative regulations, cannot act as a leader of an enterprise;
a person other than a natural person;

102

a person who has been convicted by the competent authority for violation of relevant securities regulations and such conviction involves a finding that such person has acted fraudulently or dishonestly, where less than five years have lapsed since the date of such conviction;
a person who has a criminal record involving intentional or gross negligence;
a person who has violated social morality and thus caused adverse effects;
a person who has personal liability or direct leadership responsibility for the illegal business activities or major losses of an entity he used to work for, where the case is serious;
a person who serves or served as a director or senior management officer of an entity that has been taken over, cancelled, declared bankrupt or had its business license revoked, except he can prove that he has no personal liability for such entity being taken over, cancelled, declared bankrupt or revoked of its business license;
a person who has caused major losses or adverse effects due to his violation of professional ethics and integrity or serious dereliction of duty;
a person who has instigated or participated in the non- cooperation of an entity he works for with any legal supervision or investigation;

103

a person who has been disqualified from holding office as a director or senior management for life, or who has two or more penalties imposed by the regulatory authorities or other financial regulatory bureaus;
a person who does not ha v e the qualifications stipulated in Measures for the Implementation of Administrative Licensing Matters Concerning Non- bank Financial Institutions but somehow managed to obtain the eligibility approval by improper means;
a person who, as of his application for eligibility, or whose spouse still bears a large amount of overdue debts, including overdue loans owed to the financial institution that he is applying to serve;
a person who and his close relatives jointly hold more than 5% of the shares in the financial institution that he proposes to serve and have obtained from such financial institution a credit facility which is obviously worth more than the net equity held by them therein;
a person who and other corporate shareholder(s) controlled by him jointly hold more than 5% of the shares in the financial institution that he proposes to serve and have obtained from such financial institution a credit facility which is obviously worth more than the net equity held by them therein;
a person who or his spouse works for a corporate shareholder that holds more than 5% of the shares in the financial institution that he proposes to serve and has obtained from such financial institution a credit facility which is obviously worth more than the net equity held by it therein, unless he can prove that such credit facility has nothing to do with him or his spouse;

104

	(22)	a person who holds a position elsewhere that has
		a conflict of interest with his proposed or existing
		position in the financial institution that he proposes to
		serve, or that will obviously divert his time and energy
		from serving such financial institution;
	(23) other circumstances prescribed by laws, administrative
		regulations and departmental rules.
	Where a director, supervisor or senior management officer is
	elected or appointed in contravention of the provisions of this
	Article, such election or appointment shall be invalid. Where
	any director, supervisor or other senior management officer
	falls into any of the circumstances set out in this Article during
	his term of office, the Company shall dismiss him.
	Persons who hold positions other than directors in the
	controlling shareholder or de facto controller unit of the
	Company shall not serve as senior management officers of the
	Company.
Article 158	The validity of an act of a director, general manager or any	Article 113 of
	other	senior management officer on behalf of the Company	the Mandatory
	is not, vis-a-vis a bona fide third party, affected by any non-	Provisions
	compliance in his office, election or eligibility.
Article 159	In addition to the obligations required by laws, administrative	Article 114 of
	regulations or the listing rules of the stock exchange on which	the Mandatory
	the Company's shares are listed, the directors, supervisors, Provisions
	general manager and other senior management officers of
	the Company shall, in performing their functions and powers
	conferred by the Company, assume the following obligations
	towards each shareholder:
	(1)	not to cause the Company to go beyond the scope of
		business stipulated in its business license;
	(2)	to act honestly in the best interests of the Company;

105

not to expropriate in any guise the Company's property, including but not limited to usurpation of opportunities advantageous to the Company; and
not to expropriate the individual rights of shareholders, including but not limited to rights to distribution and voting rights, save for pursuant to a restructuring of the Company submitted to the general meeting for approval in accordance with the Articles of Association.

Article 160 Each of the directors, supervisors, general manager and other Article 115 of senior management officers of the Company owes a duty, in the Mandatory the exercise of his powers or discharge of his obligations, to Provisions exercise the care, diligence and skill that a reasonably prudent Article 98 of

person would exercise in comparable circumstances.the Guidelines for Articles of Association

Article 161 Each of the directors, supervisors, general manager or other Article 116 of senior management officers of the Company shall exercise his the Mandatory powers or perform his duties in accordance with the fiduciary Provisions principle, and shall not put himself in a position where his duty Article 97 of and his interest may conflict. This principle shall include (but the Guidelines

not limited to) discharging the following obligations:for Articles of Association

to act in good faith in the best interests of the Company;
to exercise powers within the scope of his powers and not to act ultra vires;
to exercise the discretion vested in him personally and not to allow himself to act under the control of any other party, unless and to the extent permitted by laws, administrative regulations or with the informed consent of shareholders at a general meeting, not to delegate the exercise of his discretion;

106

to treat shareholders of the same class equally and to treat shareholders of different classes fairly;
unless otherwise stipulated in the Articles of Association or with the informed consent o f shareholders at a general meeting, not to enter into any contract, transaction or arrangement with the Company;
without the informed consent of shareholders at a general meeting, not to use the Company's property for his own benefit;
not to exploit his position to accept bribes or other illegal income or misappropriate funds or expropriate property of the Company by any means, including but not limited to opportunities advantageous to the Company;

(8)	without the informed consent of shareholders at
	a general meeting, not to accept commissions in
	connection with any of the Company's transactions;

to abide by the Articles of Association, perform his official duties faithfully and protect the Company's interests, and not to exploit his position and power in the Company to get personal benefits;
without the informed consent of shareholders at a general meeting, not to compete with the Company in any way; and not to take advantage of his related party relationship to prejudice the interests of the Company;
not to misappropriate the Company's funds or to lend such funds to any other person, not to open accounts in his own name or in any other name for the deposit of the Company's assets, nor to provide guarantees for the debts of the Company's shareholders or other individuals with the Company's assets; and

107

without the informed consent of shareholders at a general meeting, not to disclose the confidential information of the Company obtained by him during his term of office; and not to use such information other than in furtherance of the interests of the Company, save and except that disclosure of such information to the court or other competent government authorities is permitted in any of the following circumstances:
1. the laws so require;
2. public interests so require;
3. the interests of the relevant director, supervisor, general manager and other senior management officer so require.

Article 162 A director, supervisor, general manager and any other senior Article 117 of management officer of the Company shall not cause the the Mandatory following persons or institutions ("associates") to do what he is Provisions prohibited from doing:

the spouse or minor children of that director, supervisor , general manager and other senior management officer;
a person acting in the capacity of a trustee of that director, supervisor, general manager or other senior management officer or any person referred to in subparagraph (1) of this Article;
a person acting in the capacity of partner of that director, supervisor, general manager or other senior management officer or any person referred to in subparagraphs (1) and (2) of this Article;

108

(4) a company in which that director, supervisor, general manager and other senior management officer, individually or jointly with one or more personnel referred to in subparagraphs (1), (2) and (3) of this Article or other directors, supervisors, general manager and other senior management officers of the Company, has a de facto controlling interest; and

(5) the directors, supervisors, general manager and other senior management officers of the controlled company referred to in subparagraph (4) of this Article.

Article 163	The fiduciary duties of directors, supervisors, general manager	Article 118 of
	and other senior management officers of the Company do	the Mandatory
	not necessarily cease upon the termination of their tenures.	Provisions
	The duty of confidentiality in respect of trade secrets of
	the Company shall survive the termination of their tenures.
	Other duties may continue for such period as fairness may
	require depending on the time lapse between the termination
	of tenure and the occurrence of the event concerned and the
	circumstances and conditions under which their relationships
	with the Company are terminated.
Article 164	Except as provided in Article 63 hereof, a director, supervisor,	Article 119 of
	general manager and any other senior management officer of	the Mandatory
	the Company may be relieved of liability for specific breaches	Provisions
	of his duties with the informed consent of shareholders given
	at a general meeting.
Article 165	Where a director, supervisor, general manager or any other	Article 120 of
	senior management of the Company is in any way, directly or	the Mandatory
	indirectly, materially interested in a contract, transaction or	Provisions
	arrangement with the Company (other than the employment
	contract of that director, supervisor, general manager or other
	senior management officer with the Company), he shall declare
	the nature and extent of his interests to the Board at the earliest
	opportunity, whether or not the relevant matters are otherwise
	subject to approval of the Board.

109

Unless the interested director, supervisor, general manager or other senior management officer has disclosed his interests in accordance with the preceding paragraph of this Article and the contract, transaction or arrangement was approved by the Board at a meeting where such interested director, supervisor, general manager or other senior management officer was not counted in the quorum and abstained from voting, such contract, transaction or arrangement is voidable at the instance of the Company, except as against a bona fide party thereto acting without being aware of the breach of duty by the interested director, supervisor, general manager or other senior management officer.

A director, supervisor, general manager or other senior management member of the Company shall be deemed to be interested in a contract, transaction or arrangement in which any of his associates or related parties is interested.

Article 166	Where a director, supervisor, general manager or other senior	Article 121 of
	management officer of the Company gives to the Board a	the Mandatory
	notice in writing stating that, by reason of the facts specified	Provisions
	in the notice, he is interested in contracts, transactions or
	arrangements which may subsequently be made by the
	Company, that notice shall be deemed for the purpose of the
	preceding Article of this Chapter to be a sufficient declaration
	of his interests, so far as the content stated in such notice is
	concerned, provided that such notice shall have been given
	before the date on which the question of entering into the
	relevant contract, transaction or arrangement is first taken into
	consideration by the Company.
Article 167	The Company shall not in any manner pay taxes for its	Article 122 of
	directors, supervisors, general manager and other senior	the Mandatory
	management officers.	Provisions

110

Article 168	The	Company shall not directly or indirectly make a loan	Article 123 of
	to or provide any loan guarantee for directors, supervisors,	the Mandatory
	general managers and other senior management officers of Provisions
	the Company and its parent company, nor shall it make a loan
	to or provide any loan guarantee for any of their respective
	associates.
	The provisions of the preceding paragraph do not apply to the
	following circumstances:
	(1)	provision by the Company of a loan or a loan guarantee
		to a subsidiary of the Company;
	(2)	provision by the Company of a loan or a loan guarantee
		or any other funds to a director, supervisor, general
		manager and other senior management officer of
		the Company to meet expenditures incurred or to be
		incurred by him for the purposes of the Company or
		for the purpose of enabling him to properly perform his
		duties, in accordance with the terms of an employment
		contract approved by shareholders at a general
		meeting; and
	(3)	provision by the Company of a loan or a loan guarantee
		to any of the relevant directors, supervisors, general
		manager and other senior management officers or
		their respective associates in the ordinary course of its
		business and on normal commercial terms, provided
		that the ordinary course of business of the Company
		includes the lending of money or the provision of
		guarantees.
Article 169	A loan made by the Company in breach of the preceding	Article 124 of
	Article shall be forthwith repayable by the recipient of the loan	the Mandatory
	regardless of the terms of the loan.	Provisions

111

Article 170	A loan guarantee provided by the Company in breach of the	Article 125 of
	first paragraph of Article 168 shall not be enforceable against	the Mandatory
	the Company, unless:				Provisions
	(1)	the lender was not aware of the relevant circumstances
		when he provided a loan to an associate of any of the
		directors, supervisors, general managers and other
		senior management officers of the Company and its
		parent company; or
	(2)	the collateral provided by the Company has been
		lawfully disposed of by the lender to a bona fide
		purchaser.
Article 171	For the purposes of the foregoing Articles of this Chapter, a	Article 126 of
	"guarantee" includes an undertaking or property provided by	the Mandatory
	the guarantor to secure the performance of obligations by the	Provisions
	obligor.
Article 172	In addition to any rights and remedies provided by the laws	Article 127 of
	and administrative regulations, where a director, supervisor, the Mandatory
	general manager or any other senior management officer of Provisions
	the Company is in breach of his duties to the Company, the
	Company shall have a right to:
	(1)	claim damages from such director, supervisor, general
		manager or other senior management officer in
		compensation for losses sustained by the Company as a
		result of such breach;
	(2)	rescind any contract or transaction entered into by
		the Company with such director, supervisor, general
		manager or other senior management officer	or with
		a third party (where such third party	is	or	should
		be aware that there is such a breach	of	duties by

such director, supervisor, general manager or other senior management officer who acts on behalf of the Company);

112

demand an account of the profits made by such director, supervisor, general manager or other senior management officer in breach of his obligations;
recover any monies received by such director,

superv is or , gen eral manage r or ot her senior management officer which should otherwise have been received by the Company, including but not limited to commissions;

	(5)	require such director, supervisor, general manager or
		other senior management officer to return the interests
		accrued or potentially accrued on the monies which
		otherwise should have been paid to the Company; and
	(6)	take legal procedures to claim the property obtained
		by such director, supervisor, general manager or other
		senior management officer in breach of his obligations.
Article 173	The Company shall enter into a written contract with each of	Rule 19A.54 and
	the	directors, supervisors and senior management officers,	19A.55 of the Main
	which shall contain at least the following provisions:	Board Listing Rules
	(1)	The directors, supervisors and senior management
		officers warrant to the Company that they will comply
		with the Company Law, the Special Regulations,
		the Articles of Association, and other provisions of
		the Stock Exchange, and agree that the Company is
		entitled to the remedies as provided in the Articles of
		Association. The contract and the position concerned
		may not be assigned;
	(2)	The directors, supervisors and senior management
		officers warrant to the Company that they will honor
		and perform their duties to the shareholders according
		to the Articles of Association; and
	(3)	The arbitration provisions stipulated in Article 219 of
		the Articles of Association.

113

Article 174	The	Company shall, with prior approval of shareholders at	Article 128 of
	a general meeting, enter into a written contract with each	the Mandatory
	director and supervisor wherein his emoluments are stipulated. Provisions
	The aforesaid emoluments include:
	(1)	emoluments in respect of his service as director,
		supervisor or senior management officer of the
		Company;
	(2)	emoluments in respect of his service as director,
		supervisor or senior management officer of any
		subsidiary of the Company;
	(3)	emoluments in respect of the provision of other
		services in connection with the management of the
		affairs of the Company and any of its subsidiaries; and
	(4)	payment by way of compensation for loss of office,
		or as consideration for or in connection with his
		retirement from office.

Except pursuant to a contract mentioned in the foregoing paragraph, no proceedings may be brought by a director or supervisor against the Company for any benefits due to him in respect of the matters mentioned above.

Article 175 T h e contracts concerning the emoluments between the Article 129 of Company and its directors and supervisors shall provide that the Mandatory in the event of a takeover of the Company, the Company's Provisions directors and supervisors shall, subject to the prior approval

of shareholders at a general meeting, have the right to receive compensation or other payment in respect of their loss of office or retirement.

114

A takeover of the Company referred to in the preceding paragraph includes any of the following:

a tender offer made by any person to all shareholder; or
an offer made by any person with a view to making the offeror to be the controlling shareholder. The term "controlling shareholder" has the same meaning as defined in Article 64 hereof.

Where the relevant director or supervisor is in breach of this Article, any sum so received by him shall belong to those who sell their shares by accepting the said offer. The expenses incurred in distributing such sum shall be borne by the relevant director or supervisor on pro rata basis and shall not be deductible from the sum.

Chapter 15 Financial and Accounting System and Profit Distribution

Article 176	The Company shall establish its financial and accounting	Article 130 of
	system in accordance with laws, administrative regulations and	the Mandatory
	the PRC accounting standards promulgated by the competent	Provisions
	financial authority of the State Council.	Article 149 of
		the	Guidelines
		for	Articles of
		Association
Article 177	The Company shall, within four months after the end of each	Article 131 of
	fiscal year, prepare an annual financial report and submit it to	the Mandatory
	the relevant regulatory authorities according to law.	Provisions

The aforementioned financial reports shall be prepared in accordance with the relevant laws, administrative regulations and departmental rules.

The fiscal year of the Company shall coincide with the calendar year, financial year from January 1 to December 31.

115

Article 178	The Company shall publish two financial reports for each fiscal
	year, i.e. an interim financial report that shall be published
	within 60 days after the end of the first six months of the fiscal
	year and an annual financial report that shall be published
	within 120 days after the end of the fiscal year.
	Where the above matters are otherwise stipulated by the
	stock exchange where the Company's shares are listed and
	the securities regulatory authority in the place of listing, the
	relevant provisions shall apply.
Article 179	The Board shall, at each annual general meeting, submit to	Article 132 of
	shareholders the financial reports prepared by the Company	the Mandatory
	as required by relevant laws, administrative regulations and	Provisions
	normative documents promulgated by local government and	Rule 13.46(2)(b)
	regulatory authorities.	of the Main Board
		Listing Rules
	The Company's financial reports shall be made available for	Article 133 and 136
	shareholders' inspection at the Company 20 days before the	of the Mandatory
	date of each annual general meeting. Each shareholder shall	Provisions
	be entitled to access the financial reports referred to in this
	Chapter.

A financial report mentioned in the preceding paragraph shall include a report of the Board, together with a balance sheet (including the documents required by the laws and administrative regulations of the PRC or other jurisdiction to be attached thereto) and an income statement or statement of income and expenditure, or a summary financial report approved by the Hong Kong Stock Exchange (without violating relevant PRC laws).

116

	The Company shall deliver the aforesaid annual financial	Section VII of the
	report or the report of the Board together with the Company's	Letter of Opinions
	financial statements to each holder of H shares at least 21 days	Section 5 of
	prior to the annual general meeting (in any case not more than	Appendix 3 to the
	four months after the end of the relevant fiscal year) in the	Main Board Listing
	manner prescribed in the Articles of Association or by pre-paid	Rules
	post at the address recorded in the register of shareholders.	Rule 13.46(2)(a) and
	Subject to the laws and regulations of the place where the	13.48(1) of the Main
	Company is listed and the Main Board Listing Rules, the	Board Listing Rules
	Company may also provide the aforesaid financial report to
	shareholders by way of public announcement on the websites
	of the stock exchange and the Company or in one or more
	newspapers or by electronic means in lieu of the aforesaid
	manners of delivering the same. Once such announcement is
	made and the procedures required by the listing rules of the
	Company's listing venue are completed, all shareholders shall
	be deemed to have received the said financial report.
	The Company shall also deliver an interim financial report to
	each holder of H shares for the first six months of each fiscal
	year not later than three months after the end of the six-month
	period.
Article 180	The financial statements of the Company shall, in addition	Article 134 of
	to being prepared in accordance with the PRC accounting	the Mandatory
	standards and regulations, be prepared in accordance with	Provisions
	either the international accounting standards or those of the
	overseas jurisdiction where the Company's shares are listed.
	If there is any material difference between the financial
	statements prepared respectively in accordance with the two
	sets of accounting standards, such difference shall be stated in
	the financial statements. When the Company is to distribute
	its after-tax profit for the relevant fiscal year, the lower of the
	after-tax profit as shown in the two financial statements shall
	be adopted.

117

Article 181	Any interim results or financial information published or	Article 135 of
	disclosed by the Company shall be prepared and presented in	the Mandatory
	accordance with the PRC accounting standards and regulations,	Provisions
	and also in accordance with either the international accounting
	standards or those of the overseas jurisdiction where the
	Company's shares are listed.
Article 182	The Company shall publish two results announcements for	Article 136 of
	each fiscal year, i.e. an interim results announcement that	the Mandatory
	shall be published within 60 days after the end of the first six	Provisions
	months of the fiscal year and an annual results announcement	Rule 13.49(1)(ii)
	that shall be published within 90 days after the end of the	and 13.49(6)(b) of
	fiscal year.	the Main Board
			Listing Rules
Article 183	The Company shall not establish account books other than the	Article 137 of
	statutory account books. The assets of the Company shall not	the Mandatory
	be deposited in any individual's account.	Provisions
			Article 151 of
			the	Guidelines
			for	Articles of
			Association
Article 184	Capital reserve fund includes the following:	Article 138 of
			the Mandatory
	(1)	premium obtained that exceeds the proceeds from	Provisions
		issuance of shares as nominal value;
	(2)	other income required to be included in the capital
		reserve fund by the competent financial authority of the
		State Council.
Article 185	When distributing its after-tax profit for the current year, the	Article 152 of
	Company shall allocate 10% of the profit to the Company's	the	Guidelines
	statutory surplus reserve. Such allocation may cease when the	for	Articles of
	Company's accumulated statutory surplus reserve reaches 50%	Association
	or more of its registered capital.

118

If the statutory surplus reserve is insufficient to recover the losses of the previous years, the profit for the current year shall first be used to recover such losses before any allocation is made to statutory surplus reserve in accordance with the preceding paragraph.

After the allocation is made to statutory surplus reserve out of the after-tax profit, subject to a resolution of the general meeting, the Company may also allocate any amount from the after-tax profit to discretionary surplus reserve.

The remaining after-tax profit after recovering losses and allocation to reserves shall be distributed to the shareholders in proportion to their shareholdings, except as otherwise specified in the Articles of Association.

If the general meeting, in violation of the provision in the preceding paragraph, distributes profit to shareholders before recovering losses and allocation to statutory surplus reserve, the profit thus distributed shall be returned to the Company.

Shares of the Company held itself shall not participate in any distribution of profits.

Article 186	The Company may distribute dividends in the form of (or in	Article 139 of
	both forms):	the Mandatory
			Provisions
	(1)	cash;
	(2)	shares.

119

	Dividends and other amounts payable by the Company to
	holders of domestic shares shall be denominated and declared
	in RMB, and payable in RMB within three months from the
	date of declaration of dividends. Dividends and other amounts
	payable by the Company to holders	of foreign shares shall
	be denominated and declared in RMB and payable in foreign
	currency within three months from	the date	of declaration
	of dividends. The e x change rate	shall be	the a v erage
	closing exchange rate of relevant foreign currency against
	RMB as quoted by the People's Bank of China for the five
	business days prior to the date of declaration of dividends
	or other distributions, and the Company shall arrange the
	foreign currency for payment to holders of foreign shares in
	accordance with relevant regulations on foreign exchange
	control of the PRC. The general meeting shall, by ordinary
	resolution, authorize the Board to implement the distribution of
	dividends of the Company.
Article 187	Any amount paid up in advance of calls on any share shall	Section 3(1) of
	carry interest but shall not entitle the relevant shareholder	Appendix 3 to the
	to participate in respect thereof in a dividend subsequently	Main Board Listing
	declared.			Rules
Article 188	The receiving agent appointed by the Company for holders	Article 140 of
	of overseas listed foreign shares shall be a trust company	the Mandatory
	registered under the Trustee Ordinance of Hong Kong. The	Provisions
	receiving agent shall receive and keep the dividends and other	Rule 19A.51 of the
	amounts payable by the Company to holders of overseas	Main Board Listing
	listed foreign shares on behalf of such holders for subsequent	Rules
	payment thereto.

120

The receiving agent appointed by the Company shall satisfy	Section VIII of the
the requirements under the laws of the jurisdiction where the	Letter of Opinions,
Company's shares are listed or the relevant rules of the stock	Section 1(c) of
exchange.	Appendix 13D
	Section 3(2) of
The receiving agent appointed by the Company for holders of	Appendix 3 to the
H shares shall be a trust company registered under the Trustee	Main Board Listing
Ordinance of Hong Kong.	Rules/Rule 19A.47
	of the Main Board
Subject to the relevant laws and regulations of the PRC and the	Listing Rules
provisions of the Hong Kong Stock Exchange, the Company
may exercise its right of forfeiture over unclaimed dividends,
provided that such right cannot be exercised prior to the
expiration of the applicable statute of limitation, i.e. six years
after the date of declaration of such dividends.
The Company has the right to terminate the dispatch of	Section 13(1) of
dividend warrants to holders of overseas listed foreign shares	Appendix 3 to the
by mail, provided that such right shall not be exercised	Main Board Listing
until the dividend warrants have not been cashed for two	Rules
consecutive occasions. However, where such a dividend
warrant is undelivered to the addressee and returned, the
Company may also exercise such right.

121

In case of exercising power to issue share warrants to holders,	Section 13(2) of
no new warrants shall be issued to replace the lost ones	Appendix 3 to the
unless the Company confirms the physical loss of the original	Main Board Listing
warrants.	Rules

The Company has the right to sell, in such manner as the Board Section 13(2) of thinks fit, any shares of an overseas listed foreign shareholder Appendix 3 to the

who is untraceable, subject to and conditional upon:Main Board Listing Rules

the Company has distributed dividends for at least three times in respect of such shares within 12 years, but none of such dividends was claimed; and
on expiry of the 12 years the Company gives notice of its intention to sell the shares by w a y of an advertisement published in one or more newspapers at the place of listing and notifies the stock exchange of such intention.

Chapter 16 Appointment of Accounting Firm

Article 189 The Company shall appoint an independent accounting firm Article 141 of which is qualified under the relevant regulations of the State the Mandatory to audit the Company's annual financial reports and review the Provisions

Company's other financial reports.Article 158 of the Guidelines The first accounting firm of the Company may be appointed for Articles of

at the inaugural meeting before the first annual general Association meeting, and the term of the said accounting firm shall end at conclusion of the first annual general meeting.

If the inaugural meeting fails to exercise its powers under the preceding paragraph, such powers shall be exercised by the Board.

122

Article 190 The accounting firm appointed by the Company shall hold Article 142 of office from the conclusion of the current annual general the Mandatory meeting until the conclusion of the next annual general Provisions meeting.

Article 191 The accounting firm appointed by the Company shall have the Article 143 of

following rights:the Mandatory Provisions

to access the account books, records and vouchers of the Company at any time, and to ask directors, the general manager or other senior management officers of the Company to provide relevant information and explanations;
to request the Company to take all reasonable actions to obtain from its subsidiaries such information and explanations as are necessary for the accounting firm to perform its duties;
to attend general meetings as non-voting attendees, to receive all notices of, and other information relating to, general meetings which any shareholder is entitled to receive, and to speak at any general meeting as to matters concerning its role as the accounting firm of the Company.

Article 192 Where there is a casual vacancy in the office of the accounting Article 144 of firm of the Company, the Board may appoint an accounting the Mandatory firm to fill such vacancy before the convening of the general Provisions meeting. Such accounting firm may continue to act during

the vacancy period if the Company has other incumbent accounting firms.

123

Article 193	Notwithstanding the stipulations in the contract between the	Article 145 of
	Company and an accounting firm, shareholders at a general	the Mandatory
	meeting may, by ordinary resolution, remove the accounting	Provisions
	firm before the expiration of its term of office, but without	Article 159 of
	prejudice to the accounting firm's right to claim, if any, for	the	Guidelines
	damages in respect of such removal.	for	Articles of
		Association
Article 194	The Company shall undertake to provide the accounting firm
	with true and complete accounting vouchers, account books,
	financial reports and other accounting information, and shall
	not deny, conceal or misstate any information.
Article 195	The audit results of the accounting firm engaged by the
	Company on its financial reports shall be reported to the
	Board and the Board of Supervisors at the same time. The
	Company shall promptly submit a copy of the auditor's report
	and management proposal issued by the accounting firm to the
	CBIRC.
Article 196	The remuneration of an accounting firm or the manner in	Article 146 of
	which such firm is to be remunerated shall be determined by	the Mandatory
	shareholders at a general meeting. The remuneration of an	Provisions
	accounting firm appointed by the Board shall be determined by	Article 161 of
	the Board.	the	Guidelines
		for	Articles of
		Association
Article 197	The Company's appointment, dismissal and discontinuance of	Article 147 of
	appointment of an accounting firm shall be resolved upon by	the Mandatory
	shareholders in general meeting. Such resolution shall be filed	Provisions
	with the securities regulatory authority of the State Council.

124

Where it is proposed that any resolution be passed at a general Section IX of the meeting concerning the appointment of a non-incumbent Letter of Opinions accounting firm to fill a casual vacancy in the office of the Section 1(e)(i) of accounting firm, re-appointment of a retiring accounting firm Appendix 13D to the which was appointed by the Board to fill a casual vacancy, or Main Board Listing dismissal of an accounting firm before the expiration of its Rules

term of office, the following provisions shall apply:

The proposal in relation to the appointment or dismissal shall be sent before the issue of notice of general meeting to the accounting firm to be appointed, the accounting firm leaving office, or the accounting firm which has left office in the relevant fiscal year.
"Leaving office" includes dismissal, resignation and retirement.
If the accounting firm leaving office makes a written representations and requests the Company to notify its shareholders of such representations, the Company shall adopt the following measures (unless the written representations are received too late):
1. state in the notice which is issued for the purpose of adopting a resolution that the accounting firm which is leaving office has made a representation; and
2. deliver a copy of the representations to each shareholder who is entitled to receive the notice of general meeting.

125

If the accounting firm's representations are not sent in accordance with subparagraph (2) of this Article, the relevant accounting firm may require that the representations be read out at the meeting and may lodge further complaints.
An accounting firm which is leaving office shall be entitled to attend:
1. the shareholders' general meeting at which its term of office would otherwise have expired;
2. the shareholders' general meeting held to fill the vacancy as a result of its dismissal; and
3. the shareholders' general meeting held as a result of its voluntary resignation.

An accounting firm leaving office shall be entitled to receive all notices of, and other communications relating to, any such meetings, and to express its views at any such meetings as to the matters concerning its previous appointment as the accounting firm of the Company.

126

Article 198	The Company shall notify the accounting firm in advance	Article 148 of
	before the dismissal or discontinuance of appointment of	the Mandatory
	such accounting firm. The accounting firm shall be entitled	Provisions
	to make representation at the general meeting. Where the	Article 162 of
	accounting firm resigns its office, it shall make clear to the	the	Guidelines
	general meeting whether there has been any impropriety of the	for	Articles of
	Company.	Association

The accounting firm may resign its office by depositing Section X of the at the Company's registered office a written notice of Letter of Opinions resignation which shall become effective on the date of Section 1(e)(ii) of such deposit or on such later date as may be stipulated Appendix 13D to the

in such notice. Such notice shall include the following	Main Board Listing
information:	Rules

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

127

Within 14 days after receiving the written notice referred Section 1(e)(iii) of to in subparagraph (1) of this Article, the Company Appendix 13D to the shall send a copy of the notice to the relevant competent Main Board Listing authorities. If the notice contains a statement referred Rules
to in sub-clause (2) of subparagraph (1) of this Article, a copy of such statement shall be placed at the domicile of the Company for the inspection of shareholders. The Company shall also send a copy of such statement by pre-paid post to each shareholder who is entitled to receive the Company's financial reports at the address registered in the register of shareholders. Within the aforesaid time limit, the said statement may also be given by way of public announcement on the website of the stock exchange where the Company's shares are listed or in one or more newspapers designated by the stock exchange and specified in the Articles of Association.
If the accounting firm's notice of resignation contains Section 1(e)(iv) of

any statement of circumstances that should be brought	Appendix 13D to the
to	attention, the accounting firm may request the Board	Main Board Listing
to	convene an extraordinary general meeting to listen	Rules

its explanation on the circumstances in relation to its resignation.

128

Chapter 17 Merger and Division of the Company

Article 199 In the event of a merger or division of the Company, the Board Article 149 of shall formulate a plan and, after it is approved in accordance the Mandatory with the procedures stipulated in the Articles of Association, Provisions go through relevant examination and approval formalities

according to law. Shareholders who object to the plan for merger or division of the Company shall be entitled to require the Company or the shareholders consenting to such plan to purchase their shares at a fair price. The content of the resolution on merger or division of the Company shall be made into special documents for inspection by shareholders.

Unless otherwise stipulated by the stock exchange where the Company's shares are listed and the securities regulatory authority in the place where the Company is listed, the aforesaid documents shall be dispatched to each holder of overseas listed foreign shares by mail or by other means as stipulated in the Articles of Association.

129

Article 200	The merger of the Company may take the form of absorption or	Article 150 of
	the establishment of a new company.	the Mandatory
		Provisions
	In the event of a merger of the Company, the parties to the	Article 171 of
	merger shall enter into a merger agreement and prepare a	the	Guidelines
	balance sheet and a list of assets. The Company shall notify	for	Articles of
	its creditors within 10 days, and publish an announcement in	Association
	newspaper within 30 days, after the date of the Company's	Article 172 of
	resolution on merger. The creditors may request the Company	the	Guidelines
	to repay debts or provide guarantees in respect thereof within	for	Articles of
	30 days after receipt of the notice or within 45 days after the	Association
	date of the announcement if such notice is not received.	Article 173 of the
		Company Law
	After the merger of the Company, the rights and obligations of
	the debts of the parties to the merger shall be assumed by the	Article 173 of
	surviving company or the newly established company after the	the	Guidelines
	merger.	for	Articles of
		Association
		Article 174 of the
		Company Law
Article 201	In the event of a division of the Company, its assets shall be	Article 151 of
	divided accordingly.	the Mandatory
		Provisions
	In the event of a division of the Company, the parties to the	Article 172 of
	division shall execute a division agreement and prepare a	the	Guidelines
	balance sheet and a list of assets. The Company shall notify its	for	Articles of
	creditors within 10 days after the date on which the resolution	Association
	on division is passed and shall publish an announcement on	Article 175 and 176
	newspapers recognized by the stock exchange on which the	of the Company Law
	Company's shares are listed within 30 days.
	The entity established after the division shall assume joint and	Article 175 of
	several liabilities for the debts incurred by the Company before	the	Guidelines
	the division, unless otherwise stipulated in a written agreement	for	Articles of
	on settlement of debts entered into between the Company and	Association
	its creditors prior to the division.

130

Article 202 Where there is any change of its business registration Article 152 of information as a result of a merger or division, the Company the Mandatory shall apply to the company registration authority for change Provisions

of business registration according to law. In the case of a Article 177 of dissolution, the Company shall apply for cancellation of its the Guidelines registration; in the case of establishment of a new company, the for Articles of Company shall apply for establishment registration according Association to law.

Chapter 18 Dissolution and Liquidation of the Company

Article 203	Subject	to approval by the CBIRC, the Company shall be	Article 153 of
	dissolved and liquidated according to law in any of the	the Mandatory
	following circumstances:	Provisions
			Article 178 of
	(1)	the duration of its business operation has expired;	the	Guidelines
			for	Articles of
	(2)	the general meeting resolves to dissolve the Company;	Association
	(3)	it is dissolved as a result of the merger or division of
		the Company;
	(4)	the Company is declared bankrupt according to law
		because it is unable to repay debts due;
	(5)	the Company's business license is suspended, or it is
		ordered to be closed down or revoked according to law;
	(6)	the Company has experienced material difficulties
		in operation and management, and its continuous
		operation would seriously harm the interests of its
		shareholders. In the event that this cannot be solved
		through other means, shareholders representing 10%
		or more of the voting rights of all shareholders of the
		Company may request the People's Court to dissolve
		the Company.
	(7)	other circumstances in which the Company is required
		be dissolved under relevant laws and administrative
		regulations.

131

Where the Company is dissolved pursuant to subparagraphs (1) Article 154 of or (2) of the preceding Article, a liquidation committee shall be the Mandatory set up within 15 days. Members of such liquidation committee Provisions shall be determined by an ordinary resolution at a general Article 180 of

meeting.the Guidelines for Articles of

Where the Company is dissolved pursuant to subparagraphs (4) Association or (6) of the preceding Article, the People's Court shall, within

15 days from the date of occurrence of the cause of dissolution, form a liquidation committee according to law from amongst the shareholders, relevant authorities and professionals to carry out the liquidation of the Company.

Where the Company is dissolved pursuant to subparagraph (5) of the preceding Article, the relevant competent authorities shall establish a liquidation committee comprising the shareholders and relevant authorities and professionals to carry out the liquidation.

If the Board decides the Company shall carry out liquidation Article 155 of (except for liquidation resulting from the Company's the Mandatory declaration of bankruptcy), it shall state in the notice of the Provisions shareholders' general meeting convened for this purpose that

the Board has conducted comprehensive investigation of the Company's condition and believes that the Company is able to pay off all its debts within 12 months after starting the liquidation.

The powers and functions of the Board shall terminate immediately upon the resolution on liquidation passed by shareholders' general meeting.

The liquidation committee shall follow the directions of the shareholders' general meeting to report on its income and expenditures, the Company's business and progress of liquidation at least once a year to the shareholders' general meeting and make a final report to shareholders' general meeting at the end of liquidation.

132

Article 204

Article 205

Article 206	The	l iqui dati on committee	shall give	notice	of	its	Article 156 of
	establishment to the creditors within	10 days	of	its	the Mandatory
	est ablishment and publish an announcement of the	Provisions
	establishment in the media designated by the Company within
	60 days of its establishment. The creditors shall declare their
	claims to the liquidation committee within 30 days of the
	date of receiving the notice or within 45 days of the date of
	the announcement in the case of not receiving the notice. The
	creditors shall explain the matters related to their claims and
	provide supporting materials when declaring their claims. The
	liquidation committee shall register the claims. The liquidation
	committee shall not settle any debt with the creditors during
	the period of claim declaration.
Article 207	During the liquidation period,	the liquidation team	shall	Article 157 of
	exercise the following functions and powers:				the Mandatory
							Provisions
	(1)	to sort out the Company's assets and prepare a balance	Article 181 of
		sheet and a list of assets;					the	Guidelines
							for	Articles of
	(2)	to notify creditors by sending a notice or by making an	Association
		announcement;

to deal with and liquidate any unsettled businesses of the Company;
to pay off any overdue taxes and taxes arising from the liquidation;
to settle the Company's claims and liabilities;
to deal with the remaining assets of the Company after settlement of debts;
to represent the Company in any civil proceedings.

133

Article 208	After sorting out the Company's assets and preparing a	Article 158 of
	balance sheet and a list of assets, the liquidation committee	the Mandatory
	shall formulate a liquidation plan and present it to the general	Provisions
	meeting or the relevant competent authorities for confirmation.	Article 183 of
		the	Guidelines
	After the general meeting resolves to dissolve the Company	for	Articles of
	or the Company is legally declared bankruptcy or enforced	Association
	to close down, no one may dispose of the Company's assets	Article 186 of the
	without the permission of the liquidation committee.	Company Law

The assets of the Company shall be distributed in the following order of priority: payment of liquidation costs; staff salaries, social insurance premiums and statutory compensation; outstanding taxes; and debts of the Company.

Any remaining assets of the Company following the settlement carried out in accordance with the preceding paragraph shall be distributed to its shareholders according to the class of shares held by them and in proportion to their respective shareholdings. The Company's assets shall not be distributed to the shareholders before the settlement is completed in accordance with the preceding paragraph.

During the liquidation period, the Company shall continue to exist but shall not carry out any business activities irrelevant to the liquidation.

Article 209 In an event of liquidation due to dissolution, the liquidation committee shall immediately apply to the People's Court for a declaration of bankruptcy if it becomes aware, after sorting out the Company's assets and preparing a balance sheet and a list of assets, that the Company's assets are insufficient to repay its debts in full.

After the Company is declared bankrupt by the People's Court, the liquidation committee shall hand over the liquidation affairs to the People's Court.

Article 159 of the Mandatory Provisions Article 184 of the Guidelines for Articles of Association

134

Article 210 Following the completion of liquidation, the liquidation Article 160 of committee shall prepare a liquidation report, a statement the Mandatory of income and expenses and financial accounts for the Provisions liquidation, which shall be verified by certified public Article 185 of accountants in the PRC and submitted to the general meeting the Guidelines or the relevant competent authorities for confirmation. The for Articles of liquidation committee shall, within 30 days from the date Association of such confirmation, submit the aforesaid documents to the

company registration authority and apply for cancellation of the Company's registration, and issue an announcement on the termination of the Company.

Article 211 Members of the liquidation committee shall honor their duties and perform their liquidation obligations according to law.

Members of the liquidation committee shall not abuse their powers to accept bribes or other illegal income or expropriate the Company's property.

Any member of the liquidation committee causing any loss to the Company or its creditors due to willful misconduct or gross negligence shall be liable for indemnification.

Article 212 In the event that the Company is declared bankrupt according to law, bankruptcy liquidation shall be carried out in accordance with the laws on enterprise bankruptcy.

Article 213 In addition to the provisions of the Company Law, the matters concerning merger, division, dissolution, liquidation, bankruptcy and termination of the Company are also subject to the Measures for the Administration of Auto Finance Companies and the pro visions of relevant regulatory authorities.

135

Chapter 19 Procedures for Amending the Articles of Association

Article 214	The	Company may amend the Articles of Association	Article 161 of
	according to the provisions of laws, administrative regulations	the Mandatory
	and the Articles of Association.	Provisions
			Article 188 of
	The Company shall amend the Articles of Association in any of	the	Guidelines
	the following circumstances:	for	Articles of
			Association
	(1)	the Company Law, the Measures for the Administration
		of Auto Finance Companies, or other relevant laws
		and administrative regulations are amended, causing
		the Articles of Association to be in conflict with such
		amended laws and administrative regulations;
	(2)	there are any changes in the important matters set out
		in the Articles of Association;
	(3)	the general meeting resolves to amend the Articles of
		Association.

The Board shall amend the Articles of Association in accordance with the resolution on the amendment thereof passed at the general meeting and the opinions of the relevant regulatory authorities.

Article 215 Any amendments to the Articles of Association involving the Article 162 of Mandatory Provisions shall become effective upon approval the Mandatory by the company approval authority authorised by the State Provisions Council and the securities regulatory authority of the State

Council. Any amendments subject to approval by the relevant regulatory authority shall be submitted to such authority for approval before becoming effective; where there is any change relating to the registered particulars of the Company, application shall be made for alteration of registration according to law.

Any amendments to the Articles of Association required to be disclosed by the relevant regulatory authorities shall be announced in accordance with relevant regulations.

136

Chapter 20 Notices

Article 216 Unless otherwise provided in the Articles of Association, where any notice to holders of overseas listed foreign shares is given by public announcement, the Company shall on the same day submit a ready-to-publish electronic version of such announcement to the Hong Kong Stock Exchange through its electronic publication system for publication on the website of the Hong Kong Stock Exchange in accordance with the local listing rules. The announcement shall also be posted on the Company's website. In addition, such a notice shall be served to each holder of overseas listed foreign shares by hand or by pre-paid post at the address shown in the register of shareholders, so that such shareholders are adequately notified and have sufficient time to exercise their rights or act in accordance with the terms of the notice.

Holders of overseas listed foreign shares may in writing choose to receive the Company's communications that shall be dispatched to them by the Company by electronic means or by mail, and may choose to only receive the Chinese version or English version, or both versions of such communications. They may also give the Company a written notice in advance within a reasonable time to change the way of receiving the abovementioned information and the language version(s) they wish to receive in accordance with appropriate procedures.

Article 217 Where a notice is delivered by post, it is only necessary to write down the address, prepay the postage and put the notice into the envelope. The notice is deemed to be delivered when it is put into the mailbox and be served in 48 hours afterwards.

A notice to the holders of domestic shares shall be given by public announcement on one or more newspapers designated by the securities regulatory authority of the State Council. Once the announcement is published, the notice shall be deemed to have been served on all holders of domestic shares.

Section 7(1) and (3) of Appendix 3 to the Main Board Listing Rules

137

Article 218	Notwithstanding the foregoing provisions which specify the
	provision and/or dispatch of written corporate communications
	to	shareholders, for the purpose of the means by which
	the Company pro vides and/or dispatches its corporate
	communications to shareholders according to the requirements
	under the listing rules of Hong Kong, if the Company has
	obtained shareholders' prior written consent or implicit
	consent according to the relevant laws and regulations and the
	listing rules of Hong Kong as amended from time to time, the
	Company may dispatch or provide corporate communications
	to	its shareholders by electronic means or by w a y of
	announcement on its website. Corporate communications
	include but are not limited to circulars, annual reports, interim
	reports, quarterly reports, notices of general meetings, and
	other types of corporate communications as specified in the
	listing rules of Hong Kong.
		Chapter 21 Settlement of Dispute
Article 219	The Company shall settle disputes according to following	Section XI of the
	principles:	Letter of Opinions
			Article 163 of
	(1)	Whenever any disputes or claims arise (i) between	the Mandatory
		the Company and its directors or senior management Provisions
		officers, and (ii) between holders of overseas listed	Rule 19A.54 and
		foreign shares and the Company, or between holders	19A.55 of the Main
		of overseas listed foreign shares and the Company's	Board Listing Rules
		directors, supervisors, general manager or other senior

management officers, or between holders of overseas listed foreign shares and holders of domestic shares, in respect of any rights or obligations conferred or imposed by the Articles of Association, the Company Law and other relevant laws and administrative regulations concerning the affairs of the Company, such disputes or claims shall be referred by the relevant parties for arbitration.

138

	The disputes or claims mentioned above which are
	referred to arbitration shall be the entire dispute and
	claim; all persons having a cause of action based on
	the same facts giving rise to the dispute or claim or
	whose participation is necessary for the resolution
	of the disputes or claims, if they are the Company,
	shareholders of the Company, directors, supervisors,
	general managers, or other senior management of the
	Company, shall abide by such arbitration.
	Disputes over the definition of a shareholder and
	over the register of shareholders need not be resolved
	through arbitration.
(2)	T h e party seeking arbitration may elect to have
	the dispute or claim arbitrated either by the China
	International Economic and Trade Arbitration
	Commission according to its arbitration rules or

by the Hong Kong International Arbitration Centre according to its securities arbitration rules. Once the party seeking arbitration submits a dispute or claim to arbitration, the other party shall submit to the arbitral body selected by the party seeking arbitration.

If the party seeking arbitration elects to arbitrate at the Hong Kong International Arbitration Centre, either party may apply to have such arbitration conducted in Shenzhen in accordance with the securities arbitration rules of the Hong Kong International Arbitration Centre.

Where any disputes or claims of rights prescribed in subparagraph (1) are settled by arbitration, the laws of the PRC shall apply, save as otherwise provided by the laws and administrative regulations.
The ruling of the arbital body shall be final and conclusive and binding on all parties.

139

In an arbitration involving any director, supervisor, general manager or other senior management officer as prescribed in subparagraph (1) above, the arbitration agreement is reached between such director, supervisor, general manager or other senior management officer and the Company acting on its own behalf and on behalf of each shareholder.
Any submission to arbitration shall be deemed to authorize the arbitration tribunal to conduct a public hearing and to publish its ruling.

	Chapter 22	Supplementary Provisions
Article 220	In the Articles of	Association, the term "above" means	Article 195 of
	including the underlying figure, while the terms "more than",	the	Guidelines
	"below" and "less than" mean excluding the underlying figure.	for	Articles of
			Association
Article 221	"Senior management	officers" referred to herein include the	Article 11 of
	general manager, deputy general managers, chief financial	the	Guidelines
	officer, secretary to the Board, assistants to general manager	for	Articles of
	and other officers appointed by the Board. The terms "general	Association
	manager", "deputy general manager" and "chief financial
	officer" referred to herein shall have same meaning as the
	"manager", "vice manager" and "financial controller" specified
	in the Company Law, respectively.
Article 222	For the purpose of	the Articles of Association, the term	Article 165 of
	"accounting firm" shall bear the same meaning as "auditors".	the Mandatory
			Provisions

140

Article 223 The Articles of Association is written in Chinese. In case of Article 194 of any discrepancy between this Chinese version of the Articles the Guidelines of Association and any other language version or any other for Articles of version, the latest verified Chinese version registered in the Association company registration authority shall prevail. Should any

discrepancy arise between the Chinese version and a version written in another language, the Chinese version shall prevail.

The Articles of Association shall be interpreted by the Board. Article 196 of Any matters not covered in the Articles of Association shall be the Guidelines

proposed by the Board at the general meeting for approval. for Articles of Association

Article 224 After the H shares issued by the Company are listed on the Hong Kong Stock Exchange, the Articles of Association shall be subject to the Main Board Listing Rules as amended from time to time and other relevant laws and regulations. Where the Articles of Association is inconsistent, in contravention of, or in conflict with any applicable laws, regulations or the Main Board Listing Rules, the relevant provisions of such laws, regulations and the Main Board Listing Rules shall prevail, and the Articles of Association shall be amended in a timely manner.

Article 225 After consideration and approval by the shareholders ' general meeting and approval by the CBIRC, the Articles of Association shall come into effect from the date on which the H shares publicly issued by the Company are listed and traded on the Hong Kong Stock Exchange.

* For identification purposes only

141

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Shanghai Dongzheng Automotive Finance Co. Ltd. published this content on 13 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 March 2020 11:42:07 UTC

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Mar. 28	Shanghai Dongzheng Automotive Finance Co., Ltd. Reports Earnings Results for the Full Year Ended December 31, 2023	CI
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