China Communications Construction : ANNOUNCEMENT - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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中國交通建設股份有限公司

CHINA COMMUNICATIONS CONSTRUCTION COMPANY LIMITED

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

(Stock Code: 1800)

ANNOUNCEMENT

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

This announcement is made by China Communications Construction Company Limited (the "Company") pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

In view of 9,024,000 H shares being repurchased and cancelled and all 145,000,000 preference shares being redeemed and cancelled by the Company, the board of directors of the Company (the "Board") proposed to make amendments to the relevant articles of the Articles of Association of China Communications Construction Company Limited (the "Articles of Association"). In addition, in accordance with the Working Rules of Basic Organizations of the State-owned Enterprises of the Communist Party Committee of China (Trial), the Board proposed to make amendments to the relevant articles of the Articles of Association after taking into account the actual situations of the Company based on the principles of prudence, appropriateness and necessity. For details of the proposed amendments to the Articles of Association, please refer to the appendix of this announcement.

The Board is of the view that the proposed amendments to the Articles of Association are in the interests of the Company and the shareholders of the Company as a whole.

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The proposed amendments to the Articles of Association are subject to consideration and approval by the shareholders of the Company at the general meeting of the Company. A circular containing, among other things, details of the proposed amendments to the Articles of Association will be dispatched to the shareholders of the Company as soon as practicable.

By Order of the Board

China Communications Construction Company Limited

ZHOU Changjiang

Company Secretary

Beijing, the PRC

29 April 2021

As at the date of this announcement, the directors of the Company are WANG Tongzhou, LIU Maoxun, HUANG Long#, ZHENG Changhong# and NGAI Wai Fung#.

• Independent non-executive director

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APPENDIX - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No.		Original Articles	Amended Articles
1.	Article 1 These Articles of Association	Article 1 These Articles of Association
	are formulated in accordance with the	are formulated in accordance with the
	Company Law of the People's Republic	Company Law of the People's Republic
	of China (hereinafter referred to as the	of China (hereinafter referred to as the
	"Company Law"), the Securities Law of	"Company Law"), the Securities Law of
	the People's Republic of China (hereinafter	the People's Republic of China (hereinafter
	referred to as the "Securities Law"), the	referred to as the "Securities Law"), the
	Special Regulations of the State Council	Special Regulations of the State Council
	on the Overseas Offering and Listing of	on the Overseas Offering and Listing of
	Shares by Joint Stock Limited Companies	Shares by Joint Stock Limited Companies
	(hereinafter referred to as the "Special	(hereinafter referred to as the "Special
	Regulations"), the Mandatory Provisions	Regulations"), the Mandatory Provisions
	for Articles of Association of Companies	for Articles of Association of Companies
	Listed	Overseas (hereinafter referred	Listed Overseas (hereinafter referred
	to as the "Mandatory Provisions"), the	to as the "Mandatory Provisions"), the
	Guidelines on Articles of Association of	Guidelines on Articles of Association of
	Listed	Companies (hereinafter referred	Listed Companies (hereinafter referred to
	to as the "Guidelines on Articles"), the	as the "Guidelines on Articles"), the Listing
	Listing Rules of the Shanghai Stock	Rules of the Shanghai Stock Exchange, the
	Exchange, the Rules Governing the Listing	Rules Governing the Listing of Securities
	of Securities on The Stock Exchange of	on The Stock Exchange of Hong Kong
	Hong Kong Limited, the State Council	Limited, the Constitution of the Communist
	Guiding Opinions on the Experimental	Party of China (hereinafter referred to as
	Development of Preference Shares, the	the "Party Constitution"), the Working
	Experimental Administrative Measures	Rules of Basic Organizations of the State-
	on Preference Shares, the Constitution of	owned Enterprises of the Communist
	the Communist Party of China (hereinafter	Party Committee of China (Trial)and
	referred to as the "Party Constitution") and	other relevant requirements with an aim
	other relevant requirements with an aim	to safeguard the legal interests of China
	to safeguard the legal interests of China	Communications Construction Company
	Communications Construction Company	Limited (hereinafter referred to as the
	Limited (hereinafter referred to as the	"Company"), its shareholders and creditors
	"Company"), its shareholders and creditors	and regulate the organization and conduct
	and regulate the organization and conduct	of the Company.
	of the Company.

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No.	Original Articles	Amended Articles
2.	Article 11 As required by the Party	Article 11 As required by the Party
	Constitution, the Company shall establish	Constitution, the Company shall establish
	an organization of the Communist Party	an organization of the Communist Party
	of China, in which the Party organization	of China, in which the Party organization
	shall play the coreleadership role and	shall play the leadership role, providing
	core politicalrole, providing direction,	direction, managing the overall situation
	managing the overall situation and	and ensuring implementation. The Company
	ensuring implementation. The Company	shall establish the working institutions of
	shall establish the working institutions of	the Party, which shall be equipped with
	the Party, which shall be equipped with	sufficient staff to deal with Party affairs and
	sufficient staff to deal with Party affairs and	provided with sufficient funds to operate
	provided with sufficient funds to operate	the Party organization.
	the Party organization.
3.	Article 14 There must be ordinary shares	Article 14 There must be ordinary shares
	in the Company. Subject to the approval	in the Company. Subject to the approval
	from examination and approval departments	from examination and approval departments
	authorized by the State Council, the	authorized by the State Council, the
	Company may create preference shares	Company may create preference shares
	and other classes of shares. Preference	and other classes of shares. Preference
	shareholders and ordinary shareholders are	shareholders and ordinary shareholders are
	regarded as different classes of shareholders.	regarded as different classes of shareholders.
	Preference shares refer to the other class	Preference shares refer to the other class
	of shares governed separately under the	of shares governed separately under the
	Company Law as compared to the ordinary	Company Law as compared to the ordinary
	shares governed by the general provisions.	shares governed by the general provisions.
	Preference shareholders shall participate	Preference shareholders shall participate
	in the distribution of profits and residual	in the distribution of profits and residual
	assets of the Company in priority to ordinary	assets of the Company in priority to ordinary
	shareholders, but their rights in respect	shareholders, but their rights in respect
	of participating in decision making and	of participating in decision making and
	management of the Company are restricted.	management of the Company are restricted.
	Special matters relating to preference shares
	of the Company are set out separately in
	Chapter 22 of these Articles of Association.
4.	Article 15 The shares issued by the	Article 15 The shares issued by the
	Company shall have a par value. Of which	Company shall have a par value. The
	the ordinary shares have a par value of	ordinary shares have a par value of RMB1
	RMB1 per share, and the preference shares	per share.
	have a par value of RMB100 per share.

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No.

Original Articles

Amended Articles

5. Article 20 With the approval from Article 20 With the approval from securities authorities of the State Council, securities authorities of the State Council, the Company issued 4,025,000,000 the Company issued 4,025,000,000 overseas-listed foreign shares (H shares) overseas-listed foreign shares (H shares) (including the shares issued upon the (including the shares issued upon the exercise of the overallotment option, but exercise of the overallotment option, but

excluding part of shares transferred/reduced	excluding part of shares transferred/reduced
from state-owned shares) in 2006 after its	from state-owned shares) in 2006 after its
incorporation. Upon completion of the	incorporation. Upon completion of the
abovementioned issuance, the registered	abovementioned issuance, the registered
capital of the Company was changed to	capital of the Company was changed to
RMB14,825,000,000 and the total share	RMB14,825,000,000 and the total share
capital was changed to 14,825,000,000	capital was changed to 14,825,000,000
shares.	shares.
With the approval from the China	With the approval from the China
Securities Regulatory Commission, the	Securities Regulatory Commission, the
Company issued 1,349,735,425 domestic-	Company issued 1,349,735,425 domestic-
listed shares (A shares) (excluding part	listed shares (A shares) (excluding part
of shares transferred/reduced from state-	of shares transferred/reduced from state-
owned shares) under the initial public	owned shares) under the initial public
offering in 2012. Upon completion of the	offering in 2012. Upon completion of the
aforementioned share offering, the registered	aforementioned share offering, the registered
capital of the Company was changed to	capital of the Company was changed to
RMB16,174,735,425, and the total share	RMB16,174,735,425, and the total share
capital was changed to 16,174,735,425	capital was changed to 16,174,735,425
shares, among which 11,747,235,425 shares	shares, among which 11,747,235,425 shares
are RMB-denominated ordinary shares and	are RMB-denominated ordinary shares and
4,427,500,000 shares are overseas-listed	4,427,500,000 shares are overseas-listed
foreign shares, representing 72.63% and	foreign shares, representing 72.63% and
27.37% respectively.	27.37% respectively.
With the approval from the China Securities	On 23 October 2020, after the cancellation
Regulatory Commission, the Company	of 9,024,000 overseas-listed foreign
issued a total of 145,000,000 preference	shares repurchased by the Company,
shares under the non-public offering in	the Company's registered share capital
2015.	and total share capital changed to
	RMB16,165,711,425 and 16,165,711,425
	shares, comprising 11,747,235,425
	RMB-denominated ordinary shares and
	4,418,476,000 overseas-listed foreign
	shares, representing 72.67% and 27.33%
	of the registered capital, respectively.

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No.	Original Articles	Amended Articles
6.	Article 27 The shares of the Company held	Article 27 The shares of the Company held
	by the promoters shall not be transferred	by the promoters shall not be transferred
	within one year upon the incorporation of	within one year upon the incorporation of
	the Company. The shares of the Company	the Company. The shares of the Company
	issued before the initial public offering shall	issued before the initial public offering shall
	not be transferred within one year since the	not be transferred within one year since the
	listing and trading of the Company's shares	listing and trading of the Company's shares
	on the stock exchange(s).	on the stock exchange(s).
	The Directors, Supervisors and senior	The Directors, Supervisors and senior
	management of the Company shall declare	management of the Company shall declare
	to the Company their holdings in the	to the Company their holdings in the
	Company's shares (including preference	Company's shares and inform the same
	shares)and inform the same if there are	if there are any changes in their holdings
	any changes in their holdings subsequently.	subsequently. During their terms of office,
	During their terms of office, shares being	shares being transferred every year must
	transferred every year must not exceed	not exceed twenty-five percent of their
	twenty-five percent of their holdings in	holdings in the Company's shares in the
	the Company's shares in the same class.	same class. No transfer of their holdings
	No transfer of their holdings shall be	shall be made within one year after the
	made within one year after the Company's	Company's ordinary shares were listed. No
	ordinary shares were listed; their holdings in	transfer of their holdings in the Company's
	the Company's preference shares can apply	shares shall be made within six months after
	for trading or transferring upon issuance	they cease to hold their respective offices.
	without restricted period. No transfer of
	their holdings in the Company's shares
	shall be made within six months after they
	cease to hold their respective offices.

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No.

Original Articles

Amended Articles

7. Article 32 The Company may buy Article 32 The Company may buy back its shares in accordance with laws, back its shares in accordance with laws, administrative regulations, departmental administrative regulations, departmental

rules and provisions hereof after reporting	rules and provisions hereof after reporting
such buyback to the competent authorities	such buyback to the competent authorities
of the State for approval if:	of the State for approval if:
(1)	it reduces its registered capital;	(1)	it reduces its registered capital;
(2)	it merges with another company that	(2)	it merges with another company that
	holds the shares of the Company;		holds the shares of the Company;

1. it uses shares for employee stock (3) it uses shares for employee stock

	ownership plan or equity incentive;		ownership plan or equity incentive;
(4)	shareholders require the Company to	(4)	shareholders require the Company to
	purchase their shares because of their		purchase their shares because of their
	objection to the resolution made at a		objection to the resolution made at a
	shareholders' general meeting on the		shareholders' general meeting on the
	merger or division of the Company;		merger or division of the Company;
(5)	it uses shares to convert corporate	(5)	it uses shares to convert corporate
	bonds issued by the Company that are		bonds issued by the Company that are
	convertible into stocks;		convertible into stocks;
(6)	it is necessary for the Company to	(6)	it is necessary for the Company to
	maintain its value and shareholders'		maintain its value and shareholders'
	interests;		interests;
(7)	other circumstances permitted under	(7)	other circumstances permitted under
	laws or administrative regulations.		laws or administrative regulations.

The Company may repurchase and cancel the Company's preference shares in accordance with the Articles of Association and subject to the relevant laws, regulations and regulatory documents; The Company shall repurchase and cancel such preference shares when the Company merges with other companies holding the Company's preference shares.

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No.	Original Articles	Amended Articles
8.	Article 34 In the event that the Company	Article 34 In the event that the Company
	purchases its shares due to the reasons	purchases its shares due to the reasons
	stated in clauses (1) and (2) of Article 32	stated in clauses (1) and (2) of Article 32
	hereof, a resolution thereon shall be made	hereof, a resolution thereon shall be made
	at a shareholders' general meeting. Where	at a shareholders' general meeting. Where
	the Company purchases its shares under the	the Company purchases its shares under the
	circumstances set out in clauses (3), (5) and	circumstances set out in clauses (3), (5) and
	(6) of Article 32 hereof, it may be resolved	(6) of Article 32 hereof, it may be resolved
	by more than two-thirds of Directors present	by more than two-thirds of Directors present
	at the Board meeting in accordance with the	at the Board meeting in accordance with the
	Articles of Association or the authorization	Articles of Association or the authorization
	of the general meeting.	of the general meeting.
	In the event that the Company purchases its	In the event that the Company purchases its
	shares in accordance with Article 32 of the	shares in accordance with Article 32 of the
	Articles of Association due to the reason	Articles of Association due to the reason
	stated in (1), the shares shall be cancelled	stated in (1), the shares shall be cancelled
	within ten days from the date of purchase;	within ten days from the date of purchase;
	in the event that it is due to the reason stated	in the event that it is due to the reason stated
	in (2) or (4), the shares shall be transferred	in (2) or (4), the shares shall be transferred
	or cancelled within six months.	or cancelled within six months.
	The shares of the Company purchased by	The shares of the Company purchased by
	the Company in accordance with clauses	the Company in accordance with clauses
	(3), (5) and (6) of Article 32 shall not	(3), (5) and (6) of Article 32 shall not
	exceed ten percent of the total issued shares	exceed ten percent of the total issued shares
	of the Company, and shall be transferred or	of the Company, and shall be transferred or
	cancelled within three years.	cancelled within three years.
	The total number of outstanding preference
	shares shall be written down accordingly
	upon repurchase of preference shares by the
	Company in accordance with the provisions
	of this Article.

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No.	Original Articles	Amended Articles
9.	Article 68 The Company shall convene an	Article 68 The Company shall convene an
	extraordinary general meeting within two	extraordinary general meeting within two
	months of the happening of an event if:	months of the happening of an event if:

1. the number of directors is below (1) the number of directors is below

	the required quorum as prescribed		the required quorum as prescribed
	in the Company Law or is less than		in the Company Law or is less than
	two-thirds of the required quorum		two-thirds of the required quorum
	hereunder;		hereunder;
(2)	the losses not yet made up by the	(2)	the losses not yet made up by the
	Company account for one-third of the		Company account for one-third of the
	total paid-up share capital;		total paid-up share capital;
(3)	the shareholders individually or jointly	(3)	the shareholders individually or jointly
	holding more than ten percent of total		holding more than ten percent of total
	voting shares of the Company make		voting shares of the Company make
	a request (the number of shares held		a request (the number of shares held
	is calculated based on that as at the		is calculated based on that as at the
	date when the shareholders propose		date when the shareholders propose
	a written request);		a written request);
(4)	the Board of Directors considers	(4)	the Board of Directors considers
	it necessary or the Supervisory		it necessary or the Supervisory
	Committee proposes convening the		Committee proposes convening the
	meeting;		meeting;
(5)	more than half of all the independent	(5)	more than half of all the independent
	directors of the Company agree		directors of the Company agree
	with the proposal of holding such a		with the proposal of holding such a
	meeting;		meeting;
(6)	other cases as required by laws,	(6)	other cases as required by laws,
	a d m i n i s t r a t i v e r e g u l a t i o n s ,		a d m i n i s t r a t i v e r e g u l a t i o n s ,
	departmental rules or these Articles		departmental rules or these Articles
	of Association.		of Association.

In calculating the proportion of the shareholdings as prescribed in item (3) of this Article, only votes of ordinary shares and votes of preference shares with voting rights restored shall be counted.

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No.		Original Articles		Amended Articles
10.	Article	105	When shareholders	Article	105	When shareholders
	(including proxies) vote at a shareholders'	(including proxies) vote at a shareholders'
	general meeting, they shall exercise their	general meeting, they shall exercise their
	voting rights represented by the number of	voting rights represented by the number of
	voting shares. Each share held by ordinary	voting shares. Each share held by ordinary
	shareholders shall have one voting right;	shareholders shall have one voting right.
	the holders of preference shares with voting
	rights restored shall be entitled to have	⋯⋯
	such voting rights in accordance with the
	provisions of Article 297 and Article 300
	of the Articles of Association.
	⋯⋯
11.	Article	124	Resolutions made at a	Article	124	Resolutions made at a
	shareholders' general meeting shall be	shareholders' general meeting shall be
	announced promptly in accordance with	announced promptly in accordance with
	the listing rules of the place of listing of	the listing rules of the place of listing of
	the Company's shares. The announcement	the Company's shares. The announcement
	shall set out details on the number of	shall set out details on the number of
	shareholders and proxies present at the	shareholders and proxies present at the
	meeting, the total number of voting shares	meeting, the total number of voting shares
	held and the percentage of the total number	held and the percentage of the total number
	of voting shares of the Company, voting	of voting shares of the Company, voting
	method, voting results of each proposal	method, voting results of each proposal
	and the details of the resolutions passed.	and the details of the resolutions passed.
	The announcement shall contain respective	The announcement shall contain respective
	statistical figures on the holders of domestic	statistical figures on the holders of domestic
	and foreign shares, and preference	and foreign shares present at the meeting as
	shareholders with voting rightspresent at	well as their voting, and an announcement
	the meeting as well as their voting, and an	thereon shall be made.
	announcement thereon shall be made.

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No.		Original Articles		Amended Articles
12.	Article 231	The Party Committee of the	Article 231 The Party Committee of the
	Company shall perform its duties pursuant	Company shall play the leadership role,
	to the Party Constitution, the Working	providing direction, managing the overall
	Rules for the CPC Party Group and other	situation, ensuring implementation, and
	regulations of the Party.		discussing and making decisions on major
				business matters in accordance with the
	(1) To ensure and supervise the effective	regulations. The major responsibilities of
	implementation of directions	and	the Party Committee are:
	policies of the Party and the state
	as well as the execution of material	(1) to enhance the building of politics of
	strategic decisions of the Party Central	the Party, adhere to and implement
	Committee and the State Council and	the fundamental system, basic system
	the arrangement on relevant material	and important system of socialism
	works of the Party Committee of the	with Chinese characteristics as
	SASAC and Party organization of	well as educate and guide all Party
	higher levels in the Company;		members to maintain a high degree
				of consistency with the Party Central
	(2) To strengthen the leadership and gate	Committee with Comrade Xi Jinping
	keeping role in the process of selection	as the core in the political stance,
	and appointment of personnel and	political direction, political principles
	adhere to the principle of the Party	and political path;
	exercising leadership over	the
	cadres, the principle of the legitimate	(2) to thoroughly study and implement Xi
	selection of operators by the Board,	Jinping Thought on Socialism with
	and the exercise of power as regards	Chinese Characteristics in the new
	the right of cadres' appointment by	era, learn and propagate the Party's
	the operators in accordance with	theory, thoroughly implement the
	laws. The Party Committee shall	Party's line, principles and policies
	deliberate and give opinions on the	as well as supervise and guarantee
	proposed candidates nominated by the	the implementation of major strategy
	Board or the president or recommend	deployments of the Party Central
	candidates to be nominated to the	Committee as well as the resolutions
	Board or the president as well as	of the Party organization at a higher
	assess the proposed candidates and	level in the Company;
	give	opinions collectively upon
	inspection over such candidates with
	the Board;

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No.

Original Articles

Amended Articles

1. To study and discuss reform, (3) to investigate and discuss the

development and stability of the		s i g n i f i c a n t	o p e r a t i o n a l	a n d
Company, and substantial matters on		management	matters and support
operation and management decided		the general meeting, the Board of
by the Company as well as material		Directors, the Supervisory Committee
issues relating to the interests of the		and the Executive Committee to
Company's staff, and provide advices		exercise their rights and perform their
and recommendations in this regard.		duties in accordance with the laws;
To support the general meeting, the
Board, the Supervisory Committee and	(4)	to strengthen its leadership and gate
the management in performing their		keeping role in the process of selection
duties according to laws and support the		and appointment of personnel of the
congress of employee representatives		Company, and the building of the
in carrying out its work;		leading team, cadre team and talents
		team of the Company;
(4) To assume full responsibility for
enforcing strict discipline of the (5)	to undertake the main responsibility
Party. To lead the Company's		in improving Party conduct and
ideological and political work, united		upholding	integrity,	lead	and
front work, creation of spiritual		support the	discipline	inspection
civilization, creation of corporate		commission of the Company to fulfil
culture as well as mass organizations		their supervisory and disciplining
such as the labour union and the		responsibilities as well as exercise
Communist Youth League. To play a		strict administrative discipline and
leading role in the construction of the		political rules and promote Party self-
Party's working style and a clean and		governance exercised fully and with
honest government, and support the		rigor into the grassroots level;
disciplinary committee in fulfilling
its responsibility of supervision in	(6)	to strengthen the building of grass-
practice;		root Party organizations and the Party
		member service, unit and lead officials
(5) To strengthen the building of the		and employees to devote themselves
Company's primary Party organization		into the reform and development of
and ranks of Party members, to give		the Company;
full play to the role of Party branches
as militant bastions and to the role	(7)	to lead the ideological and political
of Party members as vanguard and		work, the spirit and civilization
exemplar, to unite and lead cadres		construction, and the united front
and employees to devote themselves		work of the Company and lead mass
into the reform and development of		organizations such as the labour
the Company;		union, the Communist Youth League
		and women's organization.
(6) Other material matters that fall within
the scope of duties of the Party
Committee.

- 12 -

No.	Original Articles	Amended Articles
13.	Article 232 The Party Committee shall	Article 232 The Party Committee shall
	formulate the relevant working rules	formulate the relevant working rules
	and rules of procedures to have detailed	and rules of procedures to have detailed
	requirements on the working rules for the	requirements on the working rules for the
	Party Committee as well as the contents and	Party Committee as well as the contents and
	decision making procedures for the Standing	decision making procedures for the Standing
	Party Committee of the Company in order	Party Committee of the Company in order
	to ensure the work quality and efficiency	to ensure the work quality and efficiency
	of the Party Committee and Standing Party	of the Party Committee and Standing Party
	Committee of the Company, improve and	Committee of the Company, improve and
	complete the system and mechanism for	complete the system and mechanism for
	the Party Committee's participating in the	the Party Committee's participating in the
	decision making process on major issues	decision making process on major issues
	and give full play to the corerole of the	and give full play to the leadershiprole of
	Party Committee of the Company.	the Party Committee of the Company.

- 13 -

No.	Original Articles	Amended Articles
14.	Article 241 The Company shall allocate	Article 241 The Company shall allocate
	ten percent of its profits to the statutory	ten percent of its profits to the statutory
	reserve of the Company when distributing	reserve of the Company when distributing
	its after-tax profits for the year, provided	its after-tax profits for the year, provided
	that no further appropriation is required if	that no further appropriation is required if
	the accumulated statutory reserve exceeds	the accumulated statutory reserve exceeds
	fifty percent of the registered capital of the	fifty percent of the registered capital of the
	Company.	Company.
	If the statutory reserve of the Company is	If the statutory reserve of the Company is
	insufficient to make up for the losses brought	insufficient to make up for the losses brought
	forward from the previous year, profits for	forward from the previous year, profits for
	the current year shall be applied to make up	the current year shall be applied to make up
	for such losses before making allocations	for such losses before making allocations
	to the statutory reserve in accordance with	to the statutory reserve in accordance with
	the aforementioned requirement.	the aforementioned requirement.
	Upon allocation of the after-tax profits to	Upon allocation of the after-tax profits to
	the statutory reserve, the Company may	the statutory reserve, the Company may
	allocate a part of the after-tax profits to	allocate a part of the after-tax profits to
	the discretionary reserve as approved by	the discretionary reserve as approved by
	a resolution passed at the general meeting.	a resolution passed at the general meeting.
	Upon making up for the losses incurred	Upon making up for the losses incurred
	and allocating to the statutory reserve, the	and allocating to the statutory reserve,
	balance of after-tax profits shall be paid for	the balance of after-tax profits should be
	the preference shares dividends at first and	distributed to the ordinary Shareholders in
	the remainingshould be distributed to the	proportion to their shareholding, save for
	ordinary Shareholders in proportion to their	distribution which is not made in proportion
	shareholding, save for distribution which is	to shareholding as specified in these articles
	not made in proportion to shareholding as	of association.
	specified in these articles of association.
		If the aforementioned regulations are
	If the aforementioned regulations are	violated at the general meeting where
	violated at the general meeting where	the Company distributes profits to the
	the Company distributes profits to the	Shareholders prior to making up for losses
	Shareholders prior to making up for losses	and allocating to the statutory reserve, the
	and allocating to the statutory reserve, the	Shareholders shall return to the Company
	Shareholders shall return to the Company	the profits distributed as a result of violation
	the profits distributed as a result of violation	of the regulations.
	of the regulations.
		The shares of the Company owned by the
	The shares of the Company owned by the	Company shall not form part of the profits
	Company shall not form part of the profits	distribution.
	distribution.

- 14 -

No.	Original Articles	Amended Articles
15.	Article 282 After the Company's property	Article 282 After the Company's property
	has been sorted out and the balance sheet	has been sorted out and the balance sheet
	and a list of property have been prepared,	and a list of property have been prepared,
	the liquidation team shall formulate a	the liquidation team shall formulate a
	proposal for liquidation and report the same	proposal for liquidation and report the same
	to the shareholders' general meeting or the	to the shareholders' general meeting or the
	people's court for confirmation.	people's court for confirmation.
	The residual property after the respective	The residual property after the respective
	settlement of the liquidation expenses,	settlement of the liquidation expenses,
	staff wages, social insurance expenses and	staff wages, social insurance expenses and
	statutory compensation, the payment of	statutory compensation, the payment of
	taxes in arrears and the discharge of the	taxes in arrears and the discharge of the
	Company's liabilities shall be used to firstly	Company's liabilities shall be distributed
	pay the sum of par value of the preference	according to shareholdings of ordinary
	shares and the resolved but not paid current	shares held by the shareholders.
	dividends to the preference shareholders;
	and in the case of insufficiency payment,	During the period of liquidation, the
	the remaining assets shall be distributed in	Company shall subsist, but cannot carry on
	proportion to the shareholding percentage	any operating activities that are not related
	of each shareholder holding preference	to the liquidation. The property of the
	shares. Upon the distribution according to	Company shall not be distributed among the
	the former article, the remaining shall be	shareholders before the completion of the
	distributed according to shareholdings of	settlements as provided for in the preceding
	ordinary shares held by the shareholders.	article.

During the period of liquidation, the Company shall subsist, but cannot carry on any operating activities that are not related to the liquidation. The property of the Company shall not be distributed among the shareholders before the completion of the settlements as provided for in the preceding article.

16. Chapter 22 Special Provisions of All articles in this Chapter shall be deleted.

Preference Shares

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17. Article 291 Except prescribed otherwiseDelete this article by laws, administrative regulations, departmental rules and regulations,

the local securities supervision and administration authorities at the place of listing the Company's shares and the Articles of Association, the rights and obligations of the preference shareholders and the management of the preference shares shall comply with the relevant stipulations in the Company Law and the Articles of Association. With the approval of the securities regulatory body under the State Council or other relevant regulatory authorities, the Company may issue the preference shares. The issued preference shares of the Company shall not exceed 50% of the total number of the ordinary shares of the Company and the amount of funds raised shall not exceed 50% of the net assets before the issuance. The preference shares repurchased or converted shall not be included in the calculation.

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18. Article 292 The preference shareholdersDelete this article of the Company shall be entitled to the

following rights:

1. To obtain the dividend in accordance with the terms and proportion of their preference shares held;
2. In the case of meeting the conditions prescribed by Article 297 thereof, the preference shareholders of the Company shall be entitled to attend and vote at the shareholders' general meeting of the Company;
3. To inspect the Articles of Association, the shareholders' register, the counterfoils of corporate bonds, the minutes of the shareholders' general meeting, the resolutions of the Board Meeting, the Meeting Resolutions of the Supervisory Committee and the financial and accounting reports;
4. In the case of occurring the situations prescribed in Article 298, to restore the voting rights in accordance with the means stipulated by the article, until the Company has fully paid the dividends of preference shares payable for the year;
5. To be distributed the remaining properties of the Company superior to the ordinary shareholders;
6. Other rights entitled to the preference shareholders as prescribed by laws, administrative regulations, departmental rules and regulations and the Articles of Association.

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19. Article 293 The Company shall beDelete this article entitled to repurchase the preference shares

under the issuance plan of the Company in compliance with the conditions prescribed by relevant laws and regulations.

The redemption right of the preference shares under the issuance shall be owned by the Company, without setting the redemption rights for preference shareholders.

The redemption period of the preference shares is from the fifth anniversary of the first dividend accruing date (in the event of issuing by tranches, on the first dividend accruing date of each tranche respectively) up to the date when all the preference shares have been redeemed in full.

Following the fifth anniversary of the first dividend accruing date (in the event of issuing by tranches, on the first dividend accruing date of each tranche respectively), the Company is entitled to redeem and withdraw all or part of the preference shares under the issuance on every dividend distribution date. Where a partial redemption was decided to be carried out by the Company, the Company shall redeem the preference shares from all preference shareholders of the same tranche by the same proportion. Save for the requirements of relevant laws and regulations, the redemption of the preference shares is not subject to other conditions.

The redemption price shall be the par value plus current resolved payment of but unpaid dividends on the preference shares.

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20. Article 294 Pursuant to Articles ofDelete this article Association, the Company may distribute

dividends to the preference shareholders if there are distributable after-tax profit left after recovering losses and making allocations to its reserve fund according to relevant laws.

The preference shares of the Company adopt the fixed dividend rate with single step-up in dividend rate arrangement. The method of calculating the dividend rate shall be executed as prescribed by the issuance plan.

The shareholders' general meeting shall authorize the Board of Directors to deal with issues related to the distribution of dividends of preference shares to preference shareholders in its sole discretion according to the provisions of the issuance plan under normal circumstances of the declaration and payment of dividends of preference shares, on condition that it has been approved by laws, regulations, Articles of Association and relevant regulatory authorities and it has met the framework and principles considered and approved at the shareholder's general meeting. In the event of canceling of all or part of the current dividends of the preference shares, it shall still require the consideration and approval at the shareholders' general meeting.

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No.	Original Articles	Amended Articles
	The preference shares issued in different
	tranches will have equal priority to dividend
	distribution. The preference shareholders
	shall take precedence over ordinary
	shareholders in distribution of dividends.
	The Company will not distribute any profit
	to ordinary shareholders unless the agreed
	current dividend on preference shares has
	been fully distributed.
	The dividends on the preference shares
	under the issuance are not cumulative, that
	is, the difference between the dividends
	actually paid to the preference shareholders
	and the dividends which should have been
	fully paid in the previous year will not be
	carried forward to the following year.
	Once the preference shareholders have
	received dividends at the specified dividend
	rate, they shall not be entitled to the
	distribution of the remaining profit together
	with ordinary shareholders.
	For the preference shares under the
	issuance, the preference shares under the
	same issuance shall have the same setting
	of terms. The preference shareholders shall
	be superior to the ordinary shareholders in
	the distribution of the Company's profits
	and remaining properties. The setting of
	other terms of the preference shares under
	the issuance is different from the ordinary
	shares. The terms of different setting have
	been prescribed in the issuance plan and the
	Articles of Association.

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No.	Original Articles	Amended Articles
21.	Article 295 The Company shall pay the	Delete this article
	dividends of the preference shares in cash.
	Dividends on the preference shares issued
	by the Company shall be paid annually.
	Dividend payment method shall be enforced
	according to the issuance plan.
	Any tax payable for the dividend on the
	preference shares shall be incurred by
	preference shareholders in accordance with
	relevant laws and regulations.
22.	Article 296 Unless the occurrence of any	Delete this article
	trigger events for compulsory payment,
	the Shareholders' general meeting of the
	Company shall be entitled to determine to
	cancel the payment of part or full current
	dividend on the preference shares, which
	shall not be deemed a default of the
	Company.
	Trigger events for compulsory payment
	means the occurrence of any of the
	following events within 12 months prior to
	the dividend payment date: (1) the payment
	of dividend to the ordinary shareholders
	by the Company (including cash, shares,
	a combination of both cash and shares
	and other methods in compliance with the
	laws and regulations); (2) the reduction
	of registered share capital (except for the
	redemption and withdrawal of Shares due
	to share incentive plan or the redemption
	and withdrawal of ordinary shares with the
	proceeds from issuing preference shares).

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23. Article 297 The preference shareholdersDelete this article have no right to make a request to, convene,

preside to, attend, or attend by proxy any shareholders' general meeting, nor do their preference shares have voting rights, save as the matters to be voted by the preference shareholders in accordance with the laws and regulations or the Articles of Association.

Only in any of the following circumstances of the Company, the notice of Shareholder's general meeting shall be delivered to the preference shareholders prior to convention of such meeting by the Company. The Company shall also comply with the required notice procedure for ordinary shareholders set forth in the Company Law and the Articles of Association. The preference shareholders are entitled to attend the shareholders' general meetings and vote on the following matters separately from the ordinary shareholders. In this case, each preference share shall have one vote, but the preference shares held by the Company shall have no voting right:

1. any amendment to the provisions of the Articles of Association regarding the preference shares;
2. any reduction of the registered capital of the Company by more than 10%, whether on an individual or cumulative basis;
3. any merger, division, dissolution or change of organizational form of the Company;

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No.	Original Articles	Amended Articles
	(4) any issuance of preference shares by
	the Company;
	(5) any other circumstances prescribed
	by laws, administrative regulations,
	departmental rules or the Articles of
	Association.
	Resolutions on the matters above shall be
	approved by at least two thirds of the votes
	represented by the preference shareholders
	present at the meeting (excluding the
	preference shareholders with voting rights
	restored), in addition to the approval by at
	least two thirds of the votes represented
	by the ordinary shareholders present at
	the meeting (including the preference
	shareholders with voting rights restored).
24.	Article 298 If the Company fails to pay	Delete this article
	dividends to the preference shareholders
	as agreed for three accounting years in
	aggregate or two consecutive accounting
	years, the preference shareholders shall
	have the right to attend the shareholders'
	general meetings and vote with ordinary
	shareholders from the date immediately
	following the day when the shareholders'
	general meeting has approved the
	cancellation of payment of part of or full
	current dividend on the preference shares
	or the date immediately following the
	dividend payment date when the current
	dividend has not been paid as agreed. The
	restoration of voting rights shall last until
	the day on which the Company has fully
	paid the dividend of preference shares for
	the current year.

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No.	Original Articles	Amended Articles
25.	Article 299 If the Company repurchase its	Delete this article
	ordinary shares, or is subject to a merger,
	division or any other circumstances that may
	lead to changes in the Company's shares
	and shareholders' equity and thereby affect
	the interests of the preference shareholders
	under the issuance, the Company shall
	adjust the stimulated conversion price upon
	restoration of voting rights according to the
	actual situation in a fair, just and equitable
	principals to fully protect and keep
	balance of the interests of the preference
	shareholders and the ordinary shareholders.
	The contents and the mechanism relating to
	the adjustment of the stimulated conversion
	price upon restoration of voting rights will
	be formulated in accordance with the PRC
	laws and administrative regulations.
26.	Article 300 The formula of calculating	Delete this article
	the ordinary voting rights entitled to per
	preference share at the time of restoring the
	voting rights is: N=V/Pn.
	Wherein, V is the total par value of
	preference shares held by the preference
	shareholders; the stimulated conversion
	price Pn is average price of ordinary A
	shares of the Company for twenty trading
	days prior to the date of the approval of
	the resolution relating to the issuance plan
	of the preference shares by the Board. The
	number of voting rights restored shall be
	rounded down to the nearest integer.
	The stimulated conversion price at the
	time of restoring the voting rights will be
	adjusted as prescribed by the issuance plan.

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No.	Original Articles	Amended Articles
27.	Article 301 After the voting rights of the	Delete this article
	preference shareholders are restored, the
	voting rights of the preference shareholders
	under the voting rights restoration terms
	from the date of full payment shall be
	immediately terminated when the Company
	has fully paid the current payable dividends
	of the preference shares, unless the laws,
	regulations and the Articles of Association
	stipulate otherwise. The voting rights of
	preference shareholders will be restored
	again if any subsequent event occurs under
	the voting rights restoration terms.

28. Article 302 If the Company is subjectDelete this article to liquidation, the residual property of

• the Company after the payment of the liquidation expenses, salaries, social security contribution and legal compensation for its employees, taxes in arrears and the Company's debts, shall be distributed to the shareholders in the following sequences and method:

  1. pay the sum of par value of the preference shares plus current resolved payment of but unpaid dividends to the preference shareholders. If the residual property is not sufficient to pay, then such distribution shall be made on a pro rata basis in accordance with the shareholding percentages of the preference shareholders;
  2. distribute to ordinary shareholders on a pro rata basis in accordance with the shareholding percentages of the Ordinary Shareholders in the total ordinary shares.
• The Articles of Associations and its proposed amendments were written in Chinese, without formal English version. As such, any English translation shall be for reference only. In case of any discrepancies, the Chinese version shall prevail.

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