Company Announcements

3.2.4       The Company may purchase the shares in the Company in accordance with laws, administrative regulations, departmental rules and these Articles if: shall not purchase the shares in the Company, except under any of the following circumstances:

(1) The registered capital of the Company are decreased;

(2) The Company merges with any other company that holds the stocks in the Company;

(3) The shares are used for employee stock ownership plan or equity-based incentive;

(4) Any shareholder requires the Company to purchase his/her shares in objection against the resolution on merger or split of the Company made at the General Meeting of Shareholders.

(5) The shares are used to convert corporate bonds issued by a listed company that can be converted to shares;

(6) Others that are required by listed companies to maintain corporate value and shareholders' equity.

(7) Other circumstances specified in the laws or administrative regulations.

Except in the circumstances above, the Company shall not purchase or sell its shares.

3.3.4      Any gains from sale of shares of the Company by any directors, supervisors, senior executives or shareholders holding 5% or more of the shares or other securities with equity property of the Company within six (6) months after their purchase of the same, and any gains from purchase of shares of the Company by any of the aforesaid parties within six (6) months after sale of the same shall be disgorged and paid to the Company. The Board of Directors of the Company shall forfeit such gains from the above-mentioned parties. However, where the securities company purchases and holds the remaining stock of more than five percent of shares for exclusive sales, except for under other circumstances stipulated by the China Securities Regulatory Commission the sale of the shares is not subject to a six-month time limit.
Stocks or other securities of equity nature held by any director, supervisor, senior executive or natural person shareholder referred to in the preceding paragraph shall include stocks or other securities of equity nature held by his/her spouse, parents or children and held by making use of others' accounts.

Where the Board of Directors of the Company fails to comply with the requirements set out in the first paragraph of the preceding this Article, the shareholders shall be entitled to require the Board of Directors to do so within 30 days. Where the Board of Directors of the Company fails to execute them within the aforesaid period, the shareholders shall have the right to file a lawsuit with a People's Court directly in their own name for the interests of the Company.

Where the Board of Directors of the Company fails to implement the provisions of the first paragraph of this Article, the Director(s) in charge shall bear joint and several in accordance with law.

4.1.11     Any controlling shareholder and the actual controller of the Company may not damage the interests of the Company by using his/her association relationships. Any shareholders violating the provisions and thus causing damages to the Company shall be liable for the compensation. ……

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4.2.1       The General Meeting of Shareholders is the organ of the authority of the Company, and shall exercise the following functions and powers in accordance with the laws:

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(16) To review the equity incentive plan and employee stock ownership plan;

(17) To review the repurchase of shares by the Company;

(18) To review proposals from shareholders who, individually or in the aggregate, hold more than three percent of the shares representing the voting rights of the Company;

(19) To review other matters required to be determined by the General Meeting of Shareholders, as agreed by laws, administrative regulations, departmental regulations, or these Articles of Association.

4.2.2       Any transaction behaviors (except that the Company provides guarantees, receives cash assets and debts which purely reduce the Company's obligations) in respect of the Company and its controlled subsidiaries shall be submitted to the General Meeting of Shareholders for review and approval if:

(1) The total amount of the assets involved in such transaction (calculated based on the higher of the book value and estimated value if both exist) accounts for more than fifty percent of the audited total assets of the Company for the latest fiscal year;

(2) The net assets involved in the transaction object (such as equity) (calculated based on the higher of the book value and estimated value if both exist) account for more than fifty percent of the audited total net assets of the Company for the latest fiscal year with an absolute amount of more than RMB 50 million;

(3) The transaction has a turnover (including assumed debts and expenses) of more than fifty percent of the net assets of the Company as audited in the latest fiscal year, with an absolute amount of more than RMB 50 million;

(4) Profits from the transaction account for over fifty percent of the net profit of the Company as audited in the latest fiscal year, with an absolute amount of above RMB 5 million;

(5) Relevant operating revenue of the transaction object (such as stock equity) in the latest fiscal year accounts for more than fifty percent of the total operating revenue of the Company as audited in the latest fiscal year, with an absolute amount of above RMB 50 million;

(6) Relevant net profit of the transaction object (such as stock equity) in the latest fiscal year accounts for more than fifty percent of the total net profit of the Company as audited in the latest fiscal year, with an absolute amount of above RMB 5 million;

If the data involved in the above indicators is negative, the absolute value shall be taken for the calculation. The term "transaction" as defined in these Articles includes the following: purchase and sale of assets (excluding purchase of raw material, fuels and motive power and sale of products, commodities and other assets (services) related to daily business and operation, but such assets shall be included if purchase and sale of such assets is involved in the replacement of assets); External investments (including entrusted financial management, entrusted loans and investment in subsidiaries); Provision of financial assistance (including interest-bearing or interest-free loans, entrusted loans, etc.); Provision of guarantees (including guarantees for controlled subsidiaries, etc.); Rent and lease of assets; Entrusting others or being entrusted to manage assets and business; Granting or receiving assets; Claims and debt restructuring; Signing of licensing agreement; Transferring or receiving research and development projects; Waving rights (including waiving of preemptive right, the priority of subscription of capital contribution and dividends); Other transactions recognized by Shanghai Stock Exchange (The purchase of raw materials, fuel and power is not included in any of the above transactions; providing or accepting labor; and selling products, merchandise, etc.; transactions related to daily operations, such as construction contracting, but such asset purchases or sales involved in asset swaps are still included).

The following guarantees of the Company shall be submitted to the General Meeting of Shareholders for examination after being approved by the Board of Directors:

(1) Any guarantee provided after the total amount of guarantee to third parties provided by the Company and its controlled subsidiaries has reached or exceeded fifty percent of the Company's latest audited net assets;

(2) Any guarantee with a total amount of the external guarantees of the Company and its controlled subsidiaries exceeds thirty percent of net assets of the Company as audited in the latest term;

(3) Any guarantee provided after a value that has reached or exceeded thirty percent of the latest audited total assets value of the Company calculated based on the principle of cumulative calculation within consecutive twelve (12) months;

(4) Any guarantee provided to a party who has an asset-liability ratio in excess of seventy percent;

(5) Any single guarantee with the amount in excess of ten percent of the Company's latest audited net assets;

(6) Any guarantee to be provided in favor of Shareholders, actual controllers and their related parties.

(6) Any guarantee with a value exceeding fifty percent of the latest audited net assets value of the Company and with an absolute amount of more than RMB 50 million, calculated based on the principle of cumulative calculation within consecutive twelve months.

Where there is any violation of the authority of the General Meeting of Shareholders and the Board of Directors to approve external guarantees in these Articles and any violation of the approval authority and deliberation procedures to provide external guarantees, the relevant personnel shall be held responsible in accordance with the relevant laws and regulations and the provisions of these Articles.

4.3.3       ……

Where the Supervisory Committee agrees to hold the Extraordinary General Meeting of Shareholders, it shall give notice thereof within five days after its receipt of the request and any change to the original proposal in such notice shall be approved by related shareholders.

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4.3.4       If having decided to convene the General Meeting of Shareholders, the Supervisory Committee or shareholders must inform the Board of Directors and, at the same time, report to the agency of the China Securities Regulatory Commission at the Company located place and the Shanghai Stock Exchange for recording.

Before convening the Extraordinary General Meeting of Shareholders, the shareholder or shareholders must have held ten percent of shares at least. The convening shareholders shall disclose the announcement no later than the notice of the General Meeting of Shareholders, and promise that their shareholding ratio shall not be less than ten percent of the total share capital of the Company between the proposed date of the General Meeting of Shareholders and the date of the General Meeting of Shareholders.

The Supervisory Committee or the convening shareholder shall submit relevant supporting materials to the agency of the China Securities Regulatory Commission of the place where the Company is located and the Shanghai Stock Exchange while issuing the notice of General Meeting of Shareholders and the announcement of resolution of the General Meeting of Shareholders.

4.4.2       The Board of Directors, the Supervisory Committee and the shareholders, individually or jointly holding more than three percent of the total voting shares of the Company shall have the right to bring forward proposals at the General Meeting of Shareholders convened by the Company.

Where a qualified shareholder submits a provisional proposal prior to the General Meeting of Shareholders, the percentage of shares held between the issuance of the notice of the proposal and the announcement of the resolution of the meeting shall not be less than three percent.

Shareholders individually or jointly holding not less than three percent of the Company's shares may submit an extempore proposal to the convener in writing ten (10) days prior to the date of the General Meeting of Shareholders. The convener shall issue a supplementary notice of the General Meeting of Shareholders to announce the content of the extemporary proposal within two days after receiving the proposal.

Except for the circumstances in the preceding provisions, the convener shall not modify those proposals as listed in the notice of the General Meeting of Shareholders or add any new proposal after giving such notice.

Proposals that are not clearly listed in the notice of the General Meeting of Shareholders or are not in compliance with Item 4.4.1 of these Articles shall not be voted on and decided during the General Meeting of Shareholders.

4.4.5       The notice of the General Meeting of Shareholders shall comply with the following requirements:

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(10) To specify the name and telephone number of the standing contact person for the meeting.

(11) The time and voting procedures of the network or other means of voting.

4.6.3       The following matters shall be passed by the General Meeting of Shareholders by special resolution:

(1) The Company's increase or decrease of its registered capital and issuance of any kind of stocks, warrants and other similar securities;

(2) The issuance of corporate bond;

(3) Division, separation, merger, dissolution and liquidation of the Company;

(4) Any amendment to these Articles;

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4.6.4       The Shareholders (including their proxies) will exercise the voting right according to the number of shares representing votes held by them, with one vote for each share.

When the General Meeting of Shareholders reviews major events influencing the interests of small and medium investors, the votes of medium and small investors shall be counted separately. Results of separate accounting shall be disclosed in a timely manner:

There shall be no voting right for the shares of the Company held by the Company itself and such shares shall not be included in the total number of shares with voting right held by shareholders present at the General Meeting of Shareholders.

Where a shareholder purchases the voting shares of the Company in violation of the provisions of Paragraphs 1 and 2 of Article 63 of the Securities Law, the share exceeding the prescribed proportion shall not exercise the voting rights within 36 months after purchase, and shall not be included in the total number of voting shares attending the General Meeting of Shareholders.

The Board of Directors, independent directors and shareholders holding more than one percent of the voting shares of the Company or the investor protection institutions established in accordance with laws, administrative regulations or the provisions of the China Securities Regulatory Commission shareholders meeting relevant specified conditions may solicit the voting rights of shareholders if they meet the relevant requirements. To solicit the voting rights from shareholders, the specific voting intentions and other relevant information, etc. shall be fully disclosed to those being solicited. It is prohibited to solicit for voting power from shareholders with compensation or in a disguised form of compensation. Except for the statutory conditions, the Company may not impose the minimum shareholding ratio limit on the voting right collection.

Delete. The serial numbers of 4.6.7-4.6.23 are changed to 4.6.6-4.6.22 sequentially.

4.6.8       The list of candidates of directors and supervisors shall be submitted to the General Meeting of Shareholders for voting in the form of a proposal.

When the General Meeting of Shareholders conducts voting to elect the directors or supervisors, cumulative voting shall apply according to these Articles or a resolution of the General Meeting of Shareholders. When two or more directors or supervisors are to be selected at the General Meeting of Shareholders, the accumulated voting system shall be implemented. The aforementioned directors include independent directors and non-independent directors, and supervisors specifically refer to supervisors who are not represented by employees. The directors and supervisors served by employee representatives shall be democratically elected or replaced by the employees of the Company, and the relevant provisions of this article on the election at the General Meeting of Shareholders and cumulative voting system shall not apply.

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4.6.16     Prior to voting on the proposals, the General Meeting of Shareholders shall elect two shareholder representatives to count the votes and scrutinize the ballots. In case the discussed item is related to certain shareholders, related shareholders and agents shall not participate in counting and scrutinizing votes.

5.1.10     Independent directors shall perform in accordance with laws, administrative regulations, and relevant provisions of the China Securities Regulatory Commission and stock exchanges.

5.2.4       The Board of Directors shall perform the following functions and powers:

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(12) Decide to elect or replace the Chairman, employ or dismiss the General Manager, Board Secretary of the Board of Directors and other senior executives of the Company, and determine their remuneration, rewards and punishments in accordance with the relevant regulations and procedures; Decide to employ or dismiss senior executives such as the Deputy General Manager of the Company and Head of Finance according to the nomination of the General Manager and determine their remuneration, rewards and punishment;

5.2.8       The Board of Directors shall establish strict review and decision-making procedures in accordance with the authority for transactions such as foreign investment, purchase and sale of material assets, pledge of assets, external guarantees, related-party transactions and external donations as stipulated in these Articles. Key investment projects shall be reviewed by relevant experts and professionals, and shall be submitted to General Meeting of Shareholders for approval.

(1) The following transactions of the Company or its controlled subsidiaries (except that the Company provides guarantees, receives cash assets and debts which purely reduce the Company's obligations) shall be reviewed and approved by the Board of Directors:

1.            The total amount of the assets involved in such transaction (calculated based on the higher of the book value and estimated value if both exist) accounts for more than one percent and less than fifty percent of the audited total assets of the Company for the latest fiscal year;

2.            The net assets involved in the transaction object (such as equity) (calculated based on the higher of the book value and estimated value if both exist) account for more than one percent and less than fifty percent of the audited net assets of the Company for the latest fiscal year, or with an absolute amount of less than RMB 50 million although the aforementioned criteria are met;

3.            The transaction has a turnover (including assumed debts and expenses) of more than one percent and less than fifty percent of the audited net assets of the Company for the latest fiscal year, or with an absolute amount of less than RMB 50 million although the aforementioned criteria are met;

4.           Profits from the transaction account for more than one percent and less than fifty percent of the audited net profits of the Company for the latest fiscal year, or with an absolute amount of less than RMB 5 million although the aforementioned criteria are met;

5.           Relevant operating revenue of the transaction object (such as stock equity) in the latest fiscal year accounts for more than one percent and less than fifty percent of the audited operating revenue of the Company for the latest fiscal year, or with an absolute amount of less than RMB 50 million although the aforementioned criteria are met;

6.            Relevant net profit of the transaction object (such as stock equity) in the latest fiscal year accounts for more than one percent and less than fifty percent of the audited net profits of the Company for the latest fiscal year, or with an absolute amount of less than RMB 5 million although the aforementioned criteria are met;

If the data involved in the above indicators are negative, the absolute value shall be taken for the calculation.

The external guarantees incurred by the Company shall be submitted to the General Meeting of Shareholders for review and approval by the Board of Directors, except for those stipulated by laws and regulations, regulatory authorities and Article 4.2.2 of these Articles.

(2) The following transactions occurring in the Company (except that the Company provides guarantees, receives cash assets and debts which purely reduce the Company's obligations) shall be reviewed and approved by the Chairman as authorized by the Board of Directors:

1.            The total amount of the assets involved in such transaction (calculated based on the higher of the book value and estimated value if both exist) accounts for more than one percent and less than ten percent of the audited total assets of the Company for the latest fiscal year;

2.            The net assets involved in transaction object (such as equity) (calculated based on the higher of the book value and estimated value if both exist) account for more than one percent and less than ten percent of the audited net assets of the Company for the latest fiscal year;

3.           The transaction has a turnover (including assumed debts and expenses) of more than one percent and less than ten percent of the audited net assets of the Company for the latest fiscal year;

4.           Profits from the transaction account for more than one percent and less than ten percent of the audited net profits of the Company for the latest fiscal year;

5.           Relevant operating revenue of the transaction object (such as stock equity) in the latest fiscal year accounts for more than one percent and less than ten percent of the audited operating revenue of the Company for the latest fiscal year;

6.           Relevant net profit of the transaction object (such as stock equity) in the latest fiscal year accounts for more than one percent and less than ten percent of the audited net profits of the Company for the latest fiscal year.

If the data involved in the above indicators are negative, the absolute value shall be taken for the calculation.

(3) The external donations of the Company shall be approved by the Board of Directors, and the General Manager shall be authorized to make decisions on matters with a single amount of RMB 30 million or less.

6.3     Any person who holds a post except for Director or Supervisor in the entity of the Company's Controlling Shareholder or actual controller shall not serve as the Company's senior executive.

The senior executives of the Company are paid only at the Company and are not paid by the controlling shareholder on behalf of the Company.

6.5          The General Manager shall report to the Board of Directors and shall exercise the following functions and powers:

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(3) Review and approve the following transactions of the Company (except that the Company provides guarantees, receives cash assets and debts which purely reduce the Company's obligations):

1.            The total amount of the assets involved in such transaction (calculated based on the higher of the book value and estimated value if both exist) accounts for less than one percent of the audited total assets of the Company for the latest fiscal year;

2.            The total amount of the net assets involved in the transaction object (such as equity) (calculated based on the higher of the book value and estimated value if both exist) is lower than 1% of the audited total net assets of the Company for the latest period;

3.            The transaction amount (including the debts and expenses assumed) is lower than 1% of the Company's latest audited net assets;

4.            The profit from transaction is lower than 1% of the net profit of the Company as audited in the latest fiscal year;

5.            The relevant operating revenue of transaction object (such as equity) in the latest fiscal year is lower than 1% of the total operating revenue of the Company as audited in the latest fiscal year;

6.            The relevant net profit of transaction object (such as equity) in the latest fiscal year is lower than 1% of the total net profit of the Company as audited in the latest fiscal year.

If the data involved in the above indicators are negative, the absolute value shall be taken for the calculation.

Strict review and decision-making procedures should be established for foreign investment that are made in accordance with the authorities set forth above. Key investment projects shall be reviewed by relevant experts and professionals.

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6.12        The senior executive shall faithfully perform his or her positions and safeguard the best interests of the Company and all shareholders. Where the senior executive violates laws, administrative stipulations, regulations and these Articles when performing his or her duties, and causes a loss to the Company; or fails to faithfully perform his or her positions or violates his or her fiduciary duties and causes damage to the interests of the Company and public shareholders, the senior executive shall be liable for compensation according to law.

7.1.6     Supervisors shall ensure that information disclosed by the Company is true, accurate and complete and sign a written confirmation opinion concerning the periodic report of the Company.

9.1.1       Any person may not serve as the director, the supervisor or the senior executive of the Company if such person:

(1) has no capacity of civil conduct or has limited capacity of civil conduct;

(2) has been sentenced to prison for the following crimes, and completion of the sentence is less than 5 years ago: embezzlement, bribery, conversion of property, misappropriation of property, sabotage of social economic order; or has been deprived of political rights as a result of a conviction of crime, and completion of such sanction is less than 5 years ago;

(3) has served as a director, the factory chief, or the general manager of a company or enterprise which underwent bankruptcy liquidation as a result of mismanagement, and been personally responsible for such bankruptcy, and completion of the bankruptcy liquidation is less than 3 years ago;

(4) has served as the legal representative of a company or enterprise whose business license is revoked due to violation of laws, and been personally liable for the revocation, and such revocation occurred less than 3 years ago;

(5) has a considerately large amount of personal debt which is due and outstanding;

(6) has been placed on file for investigation by judicial organs for violating the Law of Crime, and the case has not yet been closed;

(7) has been prohibited from entry into the securities market by China Securities Regulatory Commission, and the prohibition period has not expired;

(8) has been banned from being senior management of enterprise by laws and administrative regulations;

(9) is a non-natural person;

(10) has been ruled by the relevant competent authority to violate the provisions of relevant securities laws and regulations and to involve fraudulent or dishonest acts, and the period since the date of the ruling is less than 5 years;

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10.1.2   The Company shall submit and disclose annual reports to China Securities Regulatory Commission and Shanghai Stock Exchange within 4 months from the end of each accounting year, submit and disclose interim reports to the dispatched offices of China Securities Regulatory Commission and Shanghai Stock Exchange within 2 months from the end of the first half year of each accounting year.

The above annual reports and interim reports shall be prepared according to the relevant laws, administrative regulations, regulations specified by China Securities Regulatory Commission and Shanghai Stock Exchange.

10.1.8     The Company's profit distribution policy is as follows:

(8) The percentage cash dividend accounts for in this profit distribution shall be obtained by making cash dividend divided by the sum of cash dividend and stock dividend.

10.3.1     The Company shall engage an accounting firm meeting the requirements of Securities Law for the audit of the accounting statements, verification of net assets and other relevant consultation services etc. The employment term of the accounting firm shall be one (1) year, and may be renewed.

15.3        These Articles are written in Chinese. In case of any discrepancy between this version of these Articles and other versions or translations (in any other languages) hereof, the Chinese version, which has been approved and registered by State Market Regulatory Administration for the latest time, shall prevail.

Article 4 The General Meeting of Shareholders is an organ of authority in the Company and shall exercise the following functions and powers:

(1) Determine the company's business and investment plan

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(13) Review and approve the proposed related-party transaction (except that the Company provides guarantees, receives cash assets and debts which purely reduce the Company's obligations) amounting to more than RMB 30 million between the Company and affiliated persons and such significant related-party transaction accounts for more than five percent (5% included) of absolute value of the Company's net assets attributable to parent company as audited in latest term;

The amount of related-party transaction between the Company and same affiliated person, or transaction related to the type of transaction object between the Company and different affiliated person, will be calculated according to the principles of accumulative calculation for twelve (12) consecutive months;

(14) Review and approve the following external guarantee matters:

1. Any guarantee provided after the total amount of external guarantee provided by the Company and its controlled subsidiaries has reached or exceeded fifty percent of the Company's latest audited net assets;

2.   2.    Any guarantee provided after the total amount of external guarantee provided by the Company and its controlled subsidiaries has exceeded thirty percent of the listed Company's latest audited total assets;

3. Any guarantee provided after the amount has exceeded thirty percent of the Company's latest audited total assets calculated based on the principle of accumulative calculation for twelve (12) consecutive months;

4.   Any guarantee provided to a party who has an asset-liability ratio in excess of seventy percent;

5. Any single guarantee with the amount in excess of ten percent of the Company's latest audited net assets;

6. Any guarantee provided for shareholders, actual controllers and their related parties.

6. Any guarantee with a value of exceeding fifty percent of the latest audited net assets value of the Company and with an absolute amount of more than RMB 50 million, calculated based on the principle of accumulative calculation for twelve (12) consecutive months.

(15) Review and approve matters concerning changing the purpose of raised funds;

(16) To review the equity incentive plan and employee stock ownership plan;

(17) Review the repurchase of shares by the Company;

(18) Review the transaction behaviors (except that the Company provides guarantees, receives cash assets and debts which purely reduce the Company's obligations) in respect of the Company and its controlled subsidiaries and such transaction meets one of the following standards:

1.   The total amount of the assets involved in such transaction (calculated based on the higher of the book value and estimated value if both exist) accounts for more than fifty percent of the audited total assets of the Company for the latest fiscal year;

2. The net assets involved in the transaction object (such as equity) (calculated based on the higher of the book value and estimated value if both exist) account for more than fifty percent of the audited total net assets of the Company for the latest fiscal year with an absolute amount of more than RMB 50 million;

3. The transaction amount (including the debts and expenses assumed) accounts for more than fifty percent of the net assets of the Company as audited in the latest fiscal year, with an absolute amount of above RMB 50 million;

4.   Profits from the transaction account for more than fifty percent of the net profit of the Company as audited in the latest fiscal year, with an absolute amount of above RMB 5 million;

5. Relevant operating revenue of the transaction object (such as equity) in the latest fiscal year accounts for more than fifty percent of the total operating revenue of the Company as audited in the latest fiscal year, with an absolute amount of above RMB 50 million;

6. Relevant net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than fifty percent of the total net profit of the Company as audited in the latest fiscal year, with an absolute amount of above RMB 5 million.

If these Articles of Association or laws and regulations provide otherwise for the consideration and voting of transaction behaviors, the relevant provisions shall be followed.

If the data involved in the above indicators is negative, the absolute value shall be taken for the calculation. The term "transaction" as defined in these rules includes the following: purchase and sale of assets (excluding purchase of raw material, fuels and motive power and sale of products, commodities and other assets (services) related to daily business and operation, but such assets shall be included if purchase and sale of such assets is involved in the replacement of assets); external investment (including consignment financing, investment in and offering entrusted loans to subsidiaries, etc.); Provision of financial assistance (including interest-bearing or interest-free loans, entrusted loans, etc.); Provision of guarantees (including guarantees for controlled subsidiaries, etc.); Rent and lease of assets; Entrusting others or being entrusted to manage assets and business; Granting or receiving assets; Claims and debt restructuring; Signing of licensing agreement; Transferring or receiving research and development projects; waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital, etc.); other transactions recognized by Shanghai Stock Exchange (the purchase of raw materials, fuel and power is not included in any of the above transactions; providing or accepting labor; and selling products, merchandise, etc.; transactions related to daily operations, such as construction contracting, but such asset purchases or sales involved in asset swaps are still included).

(19) Review proposals from shareholders who, individually or in the aggregate, hold more than 3% of the shares representing the voting rights of the Company;

(20) Review other matters required to be determined by the General Meeting of Shareholders, as agreed by laws, administrative regulations, departmental regulations, or these Articles of Association.

Article 11 Where the Supervisory Committee or the shareholder decides to convene the General Meeting of Shareholders on their own, they shall inform the Board of Directors in writing while filing with the agency of China Securities Regulatory Commission and Shanghai Stock Exchange at the seat of the Company.

Before convening the Extraordinary General Meeting of Shareholders, the shareholder or shareholders must have held ten percent of shares at least. The convening shareholders shall disclose the announcement no later than the notice of the General Meeting of Shareholders, and promise that their shareholding ratio shall not be less than 10% of the total share capital of the Company between the proposed date of the General Meeting of Shareholders and the date of the General Meeting of Shareholders.

When sending out the notice on convening the Extraordinary General Meeting of Shareholders and proclaiming the resolution of the General Meeting of Shareholders, the Supervisory Committee and convening shareholders shall submit relevant evidentiary materials to the agency of China Securities Regulatory Commission and Shanghai Stock Exchange at the seat of the Company. 

Article 15 Where the Company convenes the General Meeting of Shareholders, the Board of Directors, the Supervisory Committee and the shareholder individually or jointly holding more than 3% of shares of the Company shall be entitled to bring forward proposals at the General Meeting of Shareholders.

Where a qualified shareholder submits a provisional proposal prior to the General Meeting of Shareholders, the percentage of shares held between the issuance of the notice of the proposal and the announcement of the resolution of the meeting shall not be less than three percent.

Shareholders individually or jointly holding not less than three percent of the Company's shares may submit an extempore proposal to the convener in writing ten (10) days prior to the date of the General Meeting of Shareholders. The convener shall issue a supplementary notice of the General Meeting of Shareholders to announce the content of the extemporary proposal within two days after receiving the proposal.

Except for the circumstances in the preceding provisions, the convener shall not modify those proposals as listed in the notice of the General Meeting of Shareholders or add any new proposal after giving such notice.

The General Meeting of Shareholders shall not vote or make resolutions on the draft resolutions which have not been listed in the notice for convening the General Meeting of Shareholders or are inconsistent with Article 14 of the Rules hereof.

Article 17 Article 18 The notice of the General Meeting of Shareholders shall comply with the following requirements:

(1) In writing;

(2) Designate the time, place and duration of the meeting;

(3) State the matters and proposals to be discussed and decided at the meeting;

(4) Provide the shareholders with necessary documents and interpretation for the sake of the shareholders' wise decisions on the upcoming discussion topics; this principle includes (but is not limited to) that when proposing a merger, share repurchase, share capital reorganization or other reorganization, the Company shall provide the specific conditions and contracts (if any) of the proposed transaction and give a careful explanation of its causes and consequences;

(5) Where any director, supervisor, general manager or senior executives have a significant interest in the matters to be discussed, the nature and extent of such interests shall be disclosed; where the influence of the matter discussed on the director, supervisor, general manager or senior executives as shareholders is different from that on other shareholders of the same category, the difference shall be explained;

(6) The full text of any special resolution to be passed at the meeting;

(7) A clear description stating that all shareholders have the right to attend the General Meeting of Shareholders and to attend and vote at the meeting by proxy with a written power of attorney, and the proxy may be not a shareholder of the Company;

(8) The time and place for delivery of the meeting vote proxy.

(9) Designate the equity registration dates of the shareholders who are entitled to attend General Meeting of Shareholders;

(10) To specify the name and telephone number of the standing contact person for the meeting.

(11) The time and voting procedures of the network or other means of voting.

Article 22 Article 23 If the matters concerning the election of directors and supervisors are to be discussed at the General Meeting of Shareholders, the notice of the General Meeting of Shareholders shall fully disclose the detailed information of the candidates for directors and supervisors, including at least the following contents:

(1) Education background, working experience, part-time job and other personal information;

(2) Whether there is connection relationship with the listed company or its controlling shareholders or actual controllers of the listed company;

(3) Disclosure of the held shares of the listed company;

(4) Whether he or she has been punished by China Securities Regulatory Commission or other relevant departments and disciplined by stock exchange.

In addition to the election of directors and supervisors by accumulative voting, each director and supervisor candidate should be put forward by single proposal.

Article 44 Article 45 The convener shall guarantee the authenticity, preciseness and completeness of the minutes. The directors, supervisors, secretary of the Board of Directors, conveners or their agent and the meeting presider attending the meeting shall put their signatures on the minutes of the meeting to guarantee the authenticity, preciseness and completeness of the minutes. The minutes shall be kept together with the register of present shareholders and the Power of Attorney for present proxies as well as valid documents describing the results of online and other voting process, for a period of ten years at least.

Article 47 Article 48 Shareholders (including their proxies) will excise the voting rights based on the number of voting shares presented, and each share has one vote.

There shall be no voting right for the shares of the Company held by the Company itself and such shares shall not be included in the total number of shares with voting right held by shareholders present at the General Meeting of Shareholders.

Where a shareholder purchases the voting shares of the Company in violation of the provisions of Paragraphs 1 and 2 of Article 63 of the Securities Law, the share exceeding the prescribed proportion shall not exercise the voting rights within 36 months after purchase, and shall not be included in the total number of voting shares attending the General Meeting of Shareholders.

The Board of Directors, independent directors and shareholders holding more than one percent of the voting shares of the Company or the investor protection institutions established in accordance with laws, administrative regulations or the provisions of the China Securities Regulatory Commission and the shareholders meeting relevant specified conditions may solicit the voting rights of shareholders if they meet the relevant requirements. To solicit the voting rights from shareholders, the specific voting intentions and other relevant information, etc. shall be fully disclosed to those being solicited. It is prohibited to solicit for voting power from shareholders with compensation or in a disguised form of compensation.

Article 54 Article 56 The following matters shall be passed by the General Meeting of Shareholders by ordinary resolution:

(1) Work reports of the Board of Directors and Supervisory Committee;

(2) Profit distribution plans and loss compensation plans prepared by the Board of Directors;

(3) Appointment and dismissal of members of the Board of Directors and the Supervisory Committee (such director and supervisor are assumed by a non-employee's representative) as well as their remunerations and payment method;

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Article 55 Article 57 The following matters shall be passed by the General Meeting of Shareholders by special resolution:

(1) The Company's increase or decrease of its registered capital and issuance of any kind of stocks, warrants and other similar securities;

(2) The issuance of corporate bond;

(3) Division, separation, merger, dissolution and liquidation of the Company;

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Article 60 Article 61 The list of candidates for director and supervisor shall be proposed to the General Meeting of Shareholders for voting.

When the General Meeting of Shareholders conducts voting to elect the directors or supervisors, cumulative voting should may apply according to these Articles or a resolution of the General Meeting of Shareholders. When two or more directors or supervisors are to be selected at the General Meeting of Shareholders, the accumulated voting system shall be implemented.

Article 61 Article 62 Except for the circumstances set forth in Article 15 of the Rules hereof, the convener shall not modify those proposals as listed in the notice of the General Meeting of Shareholders or add any new proposal after giving such notice.

The General Meeting of Shareholders shall not vote or make resolutions on the draft resolutions which have not been listed in the notice for convening the General Meeting of Shareholders or are inconsistent with Article 14 of the Rules hereof.

When the General Meeting of Shareholders discusses the proposals, it shall not modify any proposals, otherwise the related changed proposal shall be deemed as a new proposal and shall not be voted at this General Meeting of Shareholders.