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

聯想控股股份有限公司

Legend Holdings Corporation

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

(Stock Code: 03396)

CHANGE OF CHAIRMAN OF THE BOARD

PROPOSED APPOINTMENT OF DIRECTORS

RE-DESIGNATION OF DIRECTORS

CHANGE OF PRESIDENT

CHANGE OF SUPERVISOR

ESTABLISHMENT OF THE STRATEGY COMMITTEE UNDER THE BOARD

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

The Board of the Company hereby announces that :

  1. Mr. LIU Chuanzhi, the Chairman of the Board, has submitted a written resignation to resign as the Chairman of the second session of the Board, the Executive Director and the Chairman of the Nomination Committee in accordance with the predesignated plan of the Company with effect from the end of December 31, 2019. The Board is pleased to honor Mr. LIU with the title of "Honorary Chairman of the Board" of the Company, and has entered into a consultancy agreement with Mr. LIU to engage Mr. LIU as a senior advisor of the Company;
  2. The Board has elected Mr. NING Min, an Executive Director, as the successor of the Chairman of the second session of the Board and the Chairman of the Nomination Committee with effect from January 1, 2020;
  3. The following resolutions regarding the appointment of Directors of the second session of the Board has been approved by the Board to be proposed at the EGM for the Shareholders to consider:
    1. To appoint Mr. LI Peng as an Executive Director of the Company;
    2. To appoint Mr. WANG Yusuo as a Non-executive Director of the Company; and
    3. To appoint Mr. YIN Jian'an as an Independent Non-executive Director of the Company;

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  1. Mr. ZHU Linan will be redesignated from an Executive Director to a Non-executive Director of the Company and he will cease to serve as the President of the Company with effect from January 1, 2020;
  2. Mr. ZHAO John Huan will be redesignated from an Executive Director to a Non-executive Director of the Company and he will cease to serve as an Executive Vice President of the Company with effect from January 1, 2020;
  3. Upon the nomination by Mr. NING Min (who will serve as the Chairman of the Board from January 1, 2020), the Board has resolved the appointment of Mr. LI Peng as the President of the Company (which will be renamed as the Chief Executive Officer, if the proposed amendments to the Articles of Association of the Company are approved by the Shareholders at the forthcoming EGM), with effect from January 1, 2020;
  4. Mr. GAO Qiang was elected as a Supervisor on behalf of the employees of the Company at the meeting of the representatives of the employees, and was unanimously voted in favour by the members of the current Board of Supervisors to replace Mr. LI Qin as the Chairman of the Board of Supervisors of the Company with effect from January 1, 2020. Mr. LI Qin has resigned his position as the Supervisor on behalf of the employees and the Chairman of the Board of Supervisors with effect from the end of December 31, 2019;
  5. The Strategy Committee was established by the Board on December 18, 2019; and
  6. With the proposed amendments to the Articles of Association of the Company approved by the Board (for details, please refer to the appendix to this announcement), the proposed amendments will become effective subject to the approval by the Shareholders by way of passing a special resolution at the EGM.

RESIGNATION OF THE CHAIRMAN OF THE BOARD

The Board of the Company hereby announces that, Mr. LIU Chuanzhi ("Mr. LIU"), the Chairman of the Board, has submitted a written resignation to the Board on December 18, 2019. Mr. LIU resigns as the Chairman of the second session of the Board, the Executive Director and the Chairman of the Nomination Committee in accordance with the predesignated plan of the Company with effect from the end of December 31, 2019. The Board is pleased to honor Mr. LIU with the title of "Honorary Chairman of the Board" upon Mr. LIU's resignation.

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Mr. LIU is both the founder and guiding force of the Company. He has led the Company to build the vision "serve the country with industrialization" with his distinctive foresight and perseverance. The Company continues to expand its global footprint and put forth relentless efforts to cultivate new talents, and has therefore developed a business layout that covers strategic and financial investments as well as the markets in the PRC and overseas. During this 35-year journey, Mr. LIU has pressed ahead with developing the corporate institutions and mechanisms, summarizing the management theory and building corporate culture. All these contributions have generated a profound influence on the long-standing development of the Company. At the same time, Mr. LIU advocates the commercial civilization in earnest and fulfills the corporate social responsibility. He is committed to passing down the spirit of "be a good person, do good deeds, and set a good example to society" from generation to generation in Legend. Beyond all the aforementioned, Mr. LIU has promoted China's innovative transition towards an information- based society through Legend's practice. Therefore, serving as the "Pioneer of Science and Technology Industrialization" ( 科技產業化的先行者」), he was accredited with the honorable title "Reform Pioneer"( 改革先鋒」) awarded by the Central Committee of the Communist Party of China and the State Council. Mr. LIU has also led Legend to gain the upper hand in facing fierce competition from international players in the domestic market. Applying strategies such as investments and mergers and acquisitions, the Company has succeeded in expanding overseas footprint, and accumulated valuable experience for Chinese companies to "go global". Mr. LIU has successfully implemented the shareholding reform of enterprise and also blazed a trail of institutional reform for high-tech enterprises under scientific research institutes in China. Mr. LIU keeps close sight on studying the corporate management, summarizing and proposing the "three elements of Legend-style leadership", providing helpful references to many other companies. The Board wishes to express its sincere respect and gratitude to Mr. LIU for his contributions.

According to the relevant laws and regulations, such as the Company Law of the People's Republic of China, and the Articles of Association of the Company, the resignation of Mr. LIU will not result in the number of members of the Board falling below the quorum. Mr. LIU has confirmed that he has no disagreement with the Board, and there is no matter relating to his resignation that needs to be brought to the attention of the Shareholders.

Mr. LIU was appointed as a senior advisor of the Company in accordance with the predesignated plan of the Company. On December 18, 2019, the Company entered into a consultancy services agreement ("Consultancy Agreement") with Mr. LIU, and engaged Mr. LIU as a senior advisor of the Company. He shall, at the request of the Board from time to time, provide advice and recommendations on major decisions of the Company, its subsidiaries and member companies, provide advice and guidance on management to the core executive team of the Company (including but not limited to consultation on strategy, cultural development, resource allocation, market expansion, investment and disposal of projects, etc.), as well as serve as member of special committee(s) of the Board and attend internal and external activities with authorization, and support the sustainable development of the Company with his superior strategic vision, excellent industry insight, profound management experience and extensive social influence. The Consultancy Agreement takes effect from January 1, 2020 for a term of one year, and it can be automatically renewed upon expiry for not more than two years. Having considered the advice of the Remuneration Committee, the Board is of the view that the Consultancy Agreement has been entered into on normal commercial terms, and such terms are fair and reasonable and are in the interests of the Company and its Shareholders as a whole.

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Mr. LIU is a connected person of the Company under Chapter 14A of the Listing Rules of the Hong Kong Stock Exchange, and thus the entering into of the Consultancy Agreement constitutes a continuing connected transaction of the Company. As all the applicable percentage ratios calculated based on the aggregate amount of relevant fees for such services were less than 0.1%, the entering into of the Consultancy Agreement is fully exempted from the shareholders' approval, annual reviews and all disclosure requirements under Chapter 14A of the Listing Rules.

As at the date of this announcement, Mr. LIU holds 73,600,000 H shares of the Company (including, amongst which, 1,900,000 restricted shares and 3,700,000 share options granted under 2019 Share Incentive Plan) (representing approximately 5.78% of the total issued H shares of the Company and 3.12% of the total issued shares of the Company). Mr. LIU has an aggregate of 4,184,960 underlying shares of Lenovo (including, amongst which, 3,494,960 shares directly held and 690,000 shares held by his spouse through a trust) (representing approximately 0.03% of the total issued shares of that company). Save as disclosed above, Mr. LIU does not have or is not deemed to have any interests in any securities or underlying securities of the Company within the meaning of Part XV of the SFO.

ELECTION OF THE NEW CHAIRMAN OF THE BOARD

Upon the recommendation made by the Nomination Committee according to the Company's succession plan and upon the approval by a resolution of the Board, the Executive Director of the Company Mr. NING Min ("Mr. NING") was elected as the successor to the Chairman of the second session of the Board, with effect from January 1, 2020. Mr. NING will cease to hold relevant senior managerial positions in the Company from the date he succeeds the Chairman of the Board.

Mr. NING, aged 50, joined the Company in 1991, and has served as a member of the Executive Committee and the Chief Financial Officer of Legend Holdings for a long time, during which he was fully responsible for the Company's financial and fund management, risk control and auditing, as well as the affairs of capital markets and public relations, etc. He was in charge of the operation and management of financial investment business of Legend Holdings, and played an important role in formulating corporate strategy, business development, organization construction, etc. During his tenure as the Chief Financial Officer, he has had outstanding performance in areas such as fund and financial management and capital market operations, including leading Legend Holdings to complete its listing and become the first pilot enterprise of H-share full circulation program. He has also contributed great value to the Company when he oversaw the Company's financial investments, leading to the rapid progress of Legend Capital, Hony Capital and Legend Star as well as the direct investment business of the Company. Mr. NING also serves as a director of Legend Capital, Hony Capital, Legend Star, EAL, Joyvio Group and Levima Advanced Materials and several other companies. Mr. NING held various positions as Assistant to President, Assistant President and Secretary of the Board, Vice President, Senior Vice President and Chief Financial Officer, and Executive Director of Legend Holdings. Mr. NING obtained his bachelor's degree in economics from Renmin University of China (中國人民大學).

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Mr. NING is currently a director of Xi'an Shaangu Power Co., Ltd. (西安陝鼓動力股份有限公 司) and Beijing Electronics Zone Investment and Development Co., Ltd. (北京電子城投資開 發集團股份有限公司) (both listed on the Shanghai Stock Exchange). He was previously a non- executive director of China Glass Holdings Limited (listed on the Hong Kong Stock Exchange) during the period from June 2011 to February 2015.

Mr. NING entered into a new director service contract with the Company regarding his appointment as the Chairman of the Board and Executive Director of the Company, for a service term commencing from January 1, 2020 and ending on the conclusion of the annual general meeting at which the third session of the Board will be elected. Shareholders have approved and authorized the Board (after taking into account the recommendations of the Remuneration Committee of the Board) to determine the remuneration of the directors of the second session of the Board at the 2017 annual general meeting. Therefore, the Board will determine Mr. NING's annual remuneration, mid-to-long-term incentives and benefits according to Mr. NING's new duties and responsibilities, the business performance and the remuneration policy of the Company, remuneration levels of comparable companies, the prevailing market conditions and with reference to the recommendations of the Remuneration Committee of the Board.

As at the date of this announcement, Mr. NING holds 38,900,000 H shares of the Company (including, amongst which, 1,000,000 restricted shares and 1,900,000 share options granted under 2019 Share Incentive Plan) within the meaning of Part XV of the SFO (representing approximately 3.05% of the total issued H shares of the Company and 1.65% of the total issued shares of the Company). Mr. NING holds 1,370,401 shares of Lenovo (representing approximately 0.01% of the total issued shares of that company). Save as disclosed above, Mr. NING does not have or is not deemed to have any interests in any securities or underlying securities of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. NING has confirmed that (i) he is not connected to any director, supervisor, senior management or substantial shareholder of the Company; (ii) there is no matter relating to his appointment as the Chairman of the Board that is required to be brought to the attention of the Shareholders of the Company; and (iii) he has not held any directorship in any other listed company in the past three years. As at the date of this announcement, there is no other information relating to the appointment of Mr. NING that is required to be disclosed pursuant to any requirements of Rule 13.51(2) of the Listing Rules, nor any information relating to the appointment of Mr. NING that is required to be brought to the attention of the Shareholders.

PROPOSED APPOINTMENT OF DIRECTORS

Upon recommendations made by the Nomination Committee and upon approval by resolutions of the Board, the Board nominated (i) Mr. LI Peng as an Executive Director of the second session of the Board; (ii) Mr. WANG Yusuo as an Non-executive Director of the second session of the Board; and (iii) Mr. YIN Jian'an as an Independent Non-executive Director of the second session of the Board (collectively the "Candidates for New Directors").

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The ordinary resolutions (the "Resolutions") regarding the above proposed appointment of the Candidates for New Directors will be proposed at the EGM to be considered respectively. The Board is of the view that the Resolutions are in the interests of the Company and its Shareholders as a whole and recommends the Shareholders to vote for the Resolutions.

The Company will enter into a director service contract with the respective Candidates for New Directors, with terms of office commencing from the date of passing the Resolutions and ending on the conclusion of the annual general meeting at which the third session of the Board will be elected. Shareholders have approved and authorized the Board (after taking into consideration the recommendations of the Remuneration Committee of the Board) to determine the remuneration of the directors of the second session of the Board at the 2017 annual general meeting. Therefore, the Board will determine the remuneration (if any) of the Candidates for New Directors according to their duties and responsibilities, the business performance and the remuneration policy of the Company, the remuneration levels of comparable companies, the prevailing market conditions and with reference to the advice of the Remuneration Committee.

The biographical details and other information of the Candidates for New Directors are as follows:

  1. Proposed candidate for the Executive Director:
    Mr. LI Peng ("Mr. LI"), aged 48, joined the Company in 2003. As a member of the Executive Committee, Mr. LI has long engaged himself in the strategic investments business and post-investment management of the Company. At the preliminary phase of the Company's strategic investments business, he participated in the formulation and implementation of investment strategies, and was responsible for the investment in and management on diversified sectors, including the successful optimization of the Company's real estate business. The financial services business landscape is full-fledged under his leadership of financial services and overseas investments. He has also set up a team specialized in overseas investment. With his international perspective and professional knowledge, Mr. LI led his team and completed the acquisition of BIL, building a new pillar asset as an outstanding contribution to the healthy development and value enhancement of the Company. Mr. LI is also responsible for the domestic and overseas financing business of the Company. Mr. LI is currently a director of Lakala (listed on the Shenzhen Stock Exchange), and the Vice Chairman of BIL, a director of Zhengqi Financial and Kaola Technology, etc. Mr. LI acted in succession as General Manager of the Investment Management Department, Director of Strategic Investments, Assistant President, Vice President, and Senior Vice President of the Company.
    Mr. LI obtained his bachelor's degree in International Finance from the University of International Business and Economics (對外經濟貿易大學) and received a master's degree in business administration from the New Hampshire State University (新罕佈什爾州立 大學) in the United States. Previously to joining Legend Holdings, he served in Sinotrans (中國對外貿易運輸總公司) and Teradyne Connection Systems.

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As at the date of this announcement, Mr. LI holds 3,444,100 H shares of the Company (including 544,100 restricted shares granted under 2016 Restricted Share Incentive Plan, 1,000,000 restricted shares and 1,900,000 share options granted under 2019 Share Incentive Plan) (representing approximately 0.27% of the total issued H shares of the Company and 0.14% of the total issued shares of the Company), within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. LI does not have or is not deemed to have any interests in any securities or underlying securities of the Company within the meaning of Part XV of the SFO.

  1. Proposed candidate for the Non-executive Director:
    Mr. WANG Yusuo ("Mr. WANG"), aged 56, has over 30 years of experience in investment and management of clean energy business in the PRC. Mr. WANG is currently the founder, the Chairman of the Board, Executive Director and the Chairman of the Nomination Committee of ENN Energy Holdings Limited (listed on the Hong Kong Stock Exchange), the Chairman of ENN Ecological Holdings Co., Ltd. (listed on the Shanghai Stock Exchange) and a Director of ENC Data Technology Co., Ltd (listed on the Shanghai Stock Exchange) where he served as the Chairman between December 2010 to May 2018 and a director of EGII. Mr. WANG obtained his doctor's degree in Enterprise Management from Tianjing University of Finance and Economics (天津財經大學) in 2007.
    EGII, the controlled corporation of Mr. WANG, holds 54,090,000 H shares of the Company (representing approximately 4.25% of the total issued H shares of the Company and 2.29% of the total issued shares of the Company). Mr. WANG is deemed to hold 54,090,000 H Shares through EGII under the provisions of Divisions 2 and 3 of Part XV of the SFO.
    Save as disclosed above, Mr. Wang does not have or is not deemed to have any interests in any securities or underlying securities of the Company within the meaning of Part XV of the SFO.
  2. Proposed candidate for the Independent Non-executive Director:
    Mr. YIN Jian'an ("Mr. YIN"), aged 62, joined Xi'an Shaangu Power Co., Ltd. (listed on the Shanghai Stock Exchange) in May 2001 and served as the Chairman from May 2001 to August 2017. Mr. YIN served as the Chairman of Shaanxi Blower (Group) Co., Ltd. (陝 西鼓風機(集團)有限公司) from May 2001 to June 2017, as the Chairman of Shaanxi Qin Feng Gases Technology (陝西秦風氣體股份有限公司) from November 2012 to July 2015, as President of Shaangu Power and Automation Engineering Academy (陝鼓能源動力與自 動化工程研究院) from August 2008 to August 2017. Mr. YIN obtained his doctor's degree and master's degree in Fluid Mechanics from Zhejiang University (浙江大學) in 2004 and 1992, respectively.
    Mr. YIN has managed and participated various foundation research and development for state key projects, among which, over 30 results of the technology projects were awarded, and achieved the second prize of National Science and Technology Progress Award twice. Two articles, namely "A High-end Operation and Management of System Integrator and Service Provider Transformed from Product Producer" and "Supply Chain Financing Service Management Led by Manufacturing Companies", which were written by Mr. YIN, received the first prize of National Corporate Management Modernization and Innovation Achievements (企業管理現代化創新成果) of 12th session and 14th session respectively.
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As at the date of this announcement, Mr. YIN does not have or is not deemed to have any interests in any securities or underlying securities of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, the aforesaid Candidates for New Directors have confirmed that they

  1. are not connected to any director, supervisor, senior management or substantial shareholder of the Company; and (ii) have not held any directorship in any other listed company in the past three years. As at the date of this announcement, there is no other information relating to the appointment of the Candidates for New Directors that is required to be disclosed under Rule 13.51(2) of the Listing Rules, nor any information relating to the appointment of Candidates for New Directors that is required to be brought to the attention of the Shareholders.

REDESIGNATED FROM AN EXECUTIVE DIRECTOR TO A NON-EXECUTIVE DIRECTOR

  1. In accordance with the predesignated plan of the Company, the Board has approved Mr. ZHU Linan ("Mr. ZHU") to be redesignated from an Executive Director to a Non-executive Director of the Company, and he will cease to serve as the President of the Company with effect from January 1, 2020.
    Mr. ZHU has confirmed that he has no disagreement with the Board, nor is there any matter relating to the redesignation of Director or the change of President that is required to be brought to the attention of the Shareholders of the Company.
    Mr. ZHU, aged 57, was appointed as an Executive Director and the President of the Company on February 18, 2014, the date of the Company changed to a joint stock limited liability company. Mr. ZHU joined Legend Holdings in 2001 and served consecutively as a Director and Executive Vice President, Director and President. Mr. ZHU first joined the Company's subsidiary in 1989 and served as the General Manager of Shenzhen Legend Computer Co., Ltd. (深圳聯想電腦有限公司). From 1997 to 2001, he joined Lenovo and served consecutively as General Manager of Business Development Department, Head of Corporate Planning Office, Assistant President, Vice President and Senior Vice President. He was a founder of Legend Investment Limited (聯想投資有限公司), the predecessor of Legend Capital Co., Ltd. (君聯資本管理股份有限公司) in 2001 and served as President and Managing Director, and served as the Chairman since 2015. In addition, Mr. ZHU holds directorships and senior management positions in various member companies of Legend Holdings. Mr. ZHU is currently a non-executive director of Lenovo and CAR (both listed on the Hong Kong Stock Exchange).
    As at the date of this announcement, Mr. ZHU holds 53,400,000 H shares of the Company (including 1,800,000 restricted shares and 3,600,000 share options granted under 2019 Share Incentive Plan) within the meaning of Part XV of the SFO (representing approximately 4.19% of the total issued H shares of the Company and 2.26% of the total issued shares of the Company). Mr. ZHU has an aggregate of 6,155,780 underlying shares of Lenovo (representing approximately 0.05% of the total issued shares of that company). Save as disclosed above, Mr. ZHU does not have or is not deemed to have any interests in any securities or underlying securities of the Company within the meaning of Part XV of the SFO.
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Mr. ZHU is the main leader who promoted and implemented the key strategic transformations and upgrading of the Company. With his profound understanding and extensive experience of corporate operations and investments, he has led Legend Holdings to creatively build the unique "Two-Wheel-Drive" business model featuring "strategic investments + financial investments". He has promoted the constant development of the Company's strategy and businesses and has accumulated resources of talents, organization, investment and post-investment management. The Board wishes to express sincere respect and gratitude to Mr. ZHU for his contributions.

  1. In accordance with the predesignated plan of the Company, the Board has approved Mr. ZHAO John Huan ("Mr. ZHAO") to be redesignated from an Executive Director to a Non- executive Director of the Company and he will cease to serve as Executive Vice President of the Company, with effect from January 1, 2020.
    Mr. ZHAO has confirmed that he has no disagreement with the Board, nor is there any matter relating to the his redesignation that is required to be brought to the attention of the Shareholders of the Company.
    Mr. ZHAO, aged 56, was appointed as an Executive Director and Executive Vice President of the Company on February 18, 2014, the date of the Company changed to a joint stock limited liability company. Mr. ZHAO joined Legend Holdings in 2003 when he founded Hony Capital. From 2003 to 2011, he served consecutively as Executive Vice President, Senior Vice President, and a Director and Senior Vice President of Legend Holdings Limited, the predecessor of the Company. Mr. ZHAO is currently the Chairman of Hony Capital.
    Mr. ZHAO has extensive experiences in corporate management and held senior management positions at several companies in the United States and the PRC. From 2002 to 2003, Mr. ZHAO was the advisor to chief executive officer of Lenovo. Prior to joining Legend Holdings, he also served as the research & development director and senior manager of Shure Brothers, Inc., vice president of US Robotics Inc. (listed on NASDAQ Stock Market), chairman of the board and president of Vadem, Inc., chairman of the board and president of
    Infolio Inc. and a managing partner and chief executive officer of eGarden Ventures, Ltd.
    Mr. ZHAO is currently a non-executive director of Lenovo and a non-executive director of China Glass Holdings Limited, the chairman of the board, chief executive officer and executive director of Best Food Holding Company Limited and the chairman of the board and non-executive director of Hospital Corporation, and the chairman of the board of directors and executive director of Goldstream Investment Limited (all listed on the Hong Kong Stock Exchange), the director of Shanghai Jin Jiang International Hotels Development Co., Ltd. and ENN Ecological Holdings Co., Ltd. (both listed on the Shanghai Stock Exchange) and a non-executive director of Zoomlion Heavy Industry Science & Technology Development Co., Ltd. (listed on the Hong Kong and Shenzhen Stock Exchanges). He previously served as the chairman of the board of China Glass Holdings Limited (listed on the Hong Kong Stock Exchange), a director of New China Life Insurance Company Ltd., Chinasoft International Limited and CSPC Pharmaceutical Group Limited (all listed on the Hong Kong Stock Exchange), the vice chairman of Shanghai Chengtou Holding Co., Ltd. (上 海城投控股股份有限公司) and the vice chairman and director of Shanghai Environmental Group Co., Ltd. (both listed on the Shanghai Stock Exchange) and a director of Fiat Industrial S.p.A. (listed on MTA Italian Stock Exchange).
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Mr. ZHAO obtained his bachelor's degree in science from Nanjing University in China in 1984 and a master of electronic engineering and science degree from Northern Illinois University in the United States in 1990 and a master of business administration degree from the J.L. Kellogg Graduate School of Management at Northwestern University in the United States in 1996.

As at the date of this announcement, Mr. ZHAO holds 1,800,000 H shares of the Company (including 600,000 restricted shares and 1,200,000 share options granted under 2019 Share Incentive Plan) within the meaning of Part XV of the SFO (representing approximately 0.14% of the total issued H shares of the Company and 0.07% of the total issued shares of the Company). Mr. ZHAO has an aggregate of 5,009,195 underlying shares of Lenovo (representing approximately 0.04% of the total issued shares of that company). Save as disclosed above, Mr. ZHAO does not have and is not deemed to have any interests in any securities or underlying securities of the Company within the meaning of Part XV of the SFO.

The Board wishes to express sincere respect and gratitude to Mr. ZHAO for his contributions.

Save as disclosed above, Mr. ZHU and Mr. ZHAO have confirmed that they (i) are not connected to any director, supervisor, senior management or substantial shareholder of the Company; and

  1. have not held any directorships in any other listed company in the past three years. As at the date of this announcement, there is no other information relating to the redesignation of Executive Directors and the change of President that is required to be disclosed under any requirements set out in Rule 13.51(2) of the Listing Rules, nor are there other matters that are required to be brought to the attention of the Shareholders of the Company.

Mr. ZHU and Mr. ZHAO have respectively entered into a new director service contract regarding their appointments as Non-executive Directors with the Company, for a service term commencing from January 1, 2010 and ending on the conclusion of the annual general meeting at which the third session of the Board will be elected. Shareholders have approved and authorized the Board (after taking into account the recommendations of the Remuneration Committee of the Board) to determine the remuneration of the directors of the second session of the Board at the 2017 annual general meeting. Therefore, the Board will determine Mr. ZHU and Mr. ZHAO's annual remuneration (if any) according to their new duties and responsibilities, the business performance and the remuneration policy of the Company, the remuneration levels of comparable companies, the prevailing market conditions and with reference to the advice of the Remuneration Committee of the Board.

CHANGE OF PRESIDENT

Upon the nomination of Mr. NING (who will serve as the Chairman of the Board from January 1, 2020), the Board has resolved the appointment of Mr. LI as the President of the Company (which will be renamed as Chief Executive Officer if the proposed amendments to the Articles of Association of the Company are approved by the Shareholders at the forthcoming EGM (please see below and appendix of this announcement for details)), with effect from January 1, 2020.

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CHANGE OF SUPERVISOR

Mr. GAO Qiang was elected as a Supervisor on behalf of the employees of the Company at the meeting of the representative of the employees, and was unanimously voted in favour by the members of the current Board of Supervisors to replace Mr. LI Qin as the Chairman of the Board of Supervisors, with effect from January 1, 2020, and will hold office until the conclusion of the annual general meeting at which the third session of the Board of Supervisors will be elected. Mr. LI Qin has resigned his positions as the Supervisor on behalf of the employees and the Chairman of the Board of Supervisors, with effect from the end of December 31, 2019. The Board of Supervisors wishes to express sincere respect and gratitude to Mr. LI Qin for his contributions.

Mr. GAO Qiang ("Mr. GAO"), aged 51, currently the Dean of the Management Institute of the Company, the Deputy Secretary to the Communist Party Committee, and Vice Chairman of the Trade Union. He is fully responsible for the corporate culture work, daily management of the communist party office and trade union of the Company. Mr. GAO joined Legend Holdings in 2006 and he has successively served as the Deputy General Manager of the Public Relations Department, General Manager of the Human Resources Department, and Executive Dean of the Management Institute. Mr. GAO obtained an MBA degree from CEIBS (中歐國際工商學院) in 2016. As at the date of this announcement, Mr. GAO has no interests or is not deemed to have any interests in any securities or underlying securities of the Company within the meaning of Part XV of the SFO. Mr. GAO has confirmed that he (i) is not connected to any director, supervisor, senior management or substantial shareholder of the Company ; and (ii) has not held any directorship in any other listed company in the past three years. As at the date of this announcement, there is no other information relating to the appointment of Mr. GAO that is required to be disclosed under any requirements set out in Rule 13.51(2) of the Listing Rules, nor is there any information relating to the appointment of Mr. GAO that is required to be brought to the attention of the Shareholders.

The Shareholders have authorized and approved the Board (after taking into account the recommendations of the Remuneration Committee of the Board) to determine the remuneration of the supervisors of the second session of the Board of Supervisors at the 2017 annual general meeting. Therefore, the Board will determine Mr. GAO's remuneration (if any) according to his duties and responsibilities, the remuneration policy of the Company and with reference to the recommendations from the Remuneration Committee.

ESTABLISHMENT OF THE STRATEGY COMMITTEE UNDER THE BOARD

In order to cope with strategic development needs of the Company, the Board established the Strategy Committee on December 18, 2019. The Committee is mainly responsible for conducting research and review on the mid-to-long term development strategies and major investment decisions of the Company, so as to promote its scientific formulation of the Company's development plans, and to enhance its major strategic decision-making capabilities. The members of the Strategy Committee are Mr. NING (Chairman), Mr. LI (subject to his appointment being approved by the Shareholders at the EGM), Mr. LIU, Mr. ZHU and Mr. ZHAO. The working rules of the Strategy Committee will be posted on the website of the Company.

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CHANGE OF THE MEMBERS OF THE BOARD COMMITTEES

Mr. NING will succeed the role of Chairman of the Nomination Committee with effect from January 1, 2020. Mr. MA Weihua has resigned his position as the Chairman of the Remuneration Committee of the Company with effect from February 13, 2020.

Subject to the appointments of the above Candidates for New Directors by the Shareholders at the forthcoming EGM being all approved , the Board (with reference to the recommendations of the Nomination Committee) will agree to appoint (i) Mr. WANG Yusuo and Mr. YIN Jian'an as members of the Nomination Committee of the Company; (ii) Mr. YIN Jian'an will take over the role of Chairman of the Remuneration Committee of the Company; and (iii) Mr. LI Peng will become a member of the Strategy Committee of the Company.

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

The Board has approved the proposed amendments to Articles of Association of the Company ("Proposed Amendments"), details of which are set out in the appendix of this announcement.

Based on the following reasons and the actual circumstances of the Company, the main contents of the relevant terms of Articles of Association shall be amended accordingly:

  1. In accordance with the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No.97)( 關於調整適用在境外上市公司召開股東大會通知期限等事項規定 的批覆》(國函[2019]97)), the requirements on the notice period of the general meetings and convening procedures for overseas listed companies shall be governed by the relevant provisions under the Company Law of the PRC, instead of the provisions under the Articles 20 to 22 of the Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies( 國務院關於股份有限公司境外募集股 份及上市的特別規定》) issued in 1994 which required, among others, "When a company convenes a shareholders' general meeting, a written notice must be issued no later than 45 days before the meeting";
  2. The sixth meeting of the Standing Committee of the Thirteenth National People's Congress reviewed and approved the revisions to Article 142 of the Company Law regarding repurchase by a company of its own shares, which supplements circumstances under which a company is allowed to repurchase its own shares. It is proposed to amend relevant provisions of the Articles of Association to reflect such revisions in the Company Law. In the event that the Company intends to repurchase H Shares, the Company will comply with the relevant Listing Rules, in particular Rule 10.06(5) of the Listing Rules, which provides that the listing status of all shares which are repurchased by the listing company shall be automatically cancelled upon repurchase and the listing company must apply for re-listing of any further issues of the same type of shares. The repurchase of H Shares is subject to the passing of a special resolution at the general meeting and the approval of H shareholders at class meeting; and

- 12 -

  1. In order to secure sustainable and steady development of the Company, as well as optimize the governance structure, the Company intends to apply applicable adjustment of the above rules to amend the authority of the relevant governance body(s), as well as amend the title and scope for some of the senior management.

The independent legal adviser is of the opinion that, the Proposed Amendments to Articles of Association has complied with the laws of the PRC and requirements of the Listing Rules. The Board considers that the Proposed Amendments are in the interests of the Company and its Shareholders as a whole. The Proposed Amendment will take effect after being approved by the Shareholders by way of a special resolution at the forthcoming EGM.

DESPATCH OF CIRCULAR AND NOTICE OF EGM

A circular containing, amongst other things, biographical details of the Candidates for New Directors, details of the Proposed Amendments to Articles of Association and the Notice of EGM will be despatched by the Company to the Shareholders later.

By order of the Board

Legend Holdings Corporation

NING Min

Executive Director and Joint Company Secretary

Hong Kong, December 18, 2019

As at the date of this announcement, the Executive Directors of the Company are Mr. LIU Chuanzhi, Mr. ZHU Linan, Mr. ZHAO John Huan and Mr. NING Min; the Non-executive Directors of the Company are Mr. WU Lebin and Mr. SUO Jishuan; and the Independent Non-executive Directors of the Company are Mr. MA Weihua, Mr. ZHANG Xuebing and Ms. HAO Quan.

- 13 -

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms shall have the following meanings:

"2016 Restricted Share Incentive Plan" the 2016 restricted share incentive scheme of the Company approved by the Shareholders on June 2, 2016 (as further detailed in the circular of the Company dated April 15, 2016)

"2019 Share Incentive Plan"

the 2019 mid-term to long-term share incentive scheme of

the Company approved by the Shareholders on June 13,

2019 (as further detailed in the circular of the Company

dated April 19, 2019)

"Articles of Association"

the Articles of Association of Legend Holdings

Corporation

"BIL"

Banque International à Luxembourg S.A., a credit

institution in the form of a Luxembourg limited liability

company (société anonyme) and our subsidiary

"Board"

the board of directors of the Company

"CAR"

CAR Inc., a limited liability company incorporated under

the laws of Hong Kong and listed on the Main Board of

the Hong Kong Stock Exchange (Stock Code: 0699)

"Company" or "Legend Holdings"

Legend Holdings Corporation (聯想控股股份有限公司),

a joint stock limited liability company incorporated under

the laws of PRC and its overseas listed shares are listed

on the Main Board of the Hong Kong Stock Exchange

(Stock Code: 03396)

"EAL"

Eastern Air Logistics Co., Ltd. (東方航空物流股份有限

公司), a joint stock limited liability company incorporated

under the laws of the PRC, and our associate

"EGII"

ENN Group International Investment Limited, a company

incorporated in the BVI with limited liability, which is

beneficially owned as to 50% by Mr. Wang Yusuo and his

spouse

"EGM"

the extraordinary general meeting of the Company

scheduled to be held at B-17, Raycom Info Tech Park, No.

2 Ke Xue Yuan South Road, Haidian District, Beijing, the

PRC at 2:30 p.m. on Thursday, February 13, 2020

- 14 -

"H Share(s)"

share(s) in the share capital of the Company, which are

listed on the Hong Kong Stock Exchange

"Hong Kong Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Hony Capital"

a series of private equity investment funds, together with

their respective management companies/general partner

"Joyvio Group"

Joyvio Group Co., Ltd. (佳沃集團有限公司), a limited

liability company incorporated under the laws of the

PRC, and our subsidiary

"Kaola Technology"

Tibet Kaola Science & Technology Development Co.,

Ltd. (西藏考拉科技發展有限公司), a limited liability

company incorporated under the laws of the PRC, and our

subsidiary

"Lakala"

Lakala Payment Corporation (拉卡拉支付股份有限公

), a joint stock limited liability company incorporated

under the laws of the PRC, and our associate, listed on the

ChiNext Board of the Shenzhen Stock Exchange (A share

stock code: 300773)

"Legend Capital"

a series of venture capital funds, together with their

respective management companies/partners

"Legend Star"

a series of angel investment funds, together with their

respective management companies/partners

"Lenovo"

Lenovo Group Limited (聯想集團有限公司), a limited

liability company incorporated under the laws of Hong

Kong and listed on the Main Board of the Hong Kong

Stock Exchange (Stock Code: 992), and our subsidiary

"Levima Advanced Materials"

Levima Advanced Materials Corporation (聯泓新材

料科技股份有限公司), a joint stock limited liability

company incorporated under the laws of the PRC, and our

subsidiary

"Listing Rules"

the Rules Governing the Listing of Securities on the Hong

Kong Stock Exchange, as amended, supplemented or

otherwise modified from time to time

"Nomination Committee"

Nomination Committee under the Board

"Remuneration Committee"

Remuneration Committee under the Board

"RMB"

Renminbi, the lawful currency of the PRC

- 15 -

"SFO"

the Securities and Futures Ordinance (Chapter 571 of

the laws of Hong Kong) as amended, supplemented or

otherwise modified from time to time

"Shanghai Stock Exchange"

Shanghai Stock Exchange

"Share(s)"

share(s) of the Company

"Shareholder(s)"

holder(s) of Share(s) of the Company

"Shenzhen Stock Exchange"

Shenzhen Stock Exchange

"Strategy Committee"

Strategy Committee under the Board

"Zhengqi Financial"

Zhengqi Financial Holdings Corporation (正奇金融

控股股份有限公司), a joint stock limited liability

company incorporated under the laws of the PRC, and our

subsidiary

"%"

per cent

- 16 -

APPENDIX

The terms used in this appendix have the same meanings as those defined in the Articles of Association of the Company approved and adopted by the Shareholders on December 27, 2018, unless the context requires otherwise.

A summary of the Proposed Amendments to the Articles of Association is set out as follows:

Comparative Table of the Amendments to the Articles of Association of Legend Holdings

No.

Articles Before Amendments

Articles After Amendments

1.

Article 9 "Senior management officers"

Article 9 "Senior management officers"

referred to in the Articles of Association

referred to in the Articles of Association

include the president, executive vice

include the chief executive officer,

president, senior vice president, chief

executive vice president, senior vice

financial officerand secretary to the

president, person in charge of finance,

Board of Directors of the Company.

secretary to the Board of Directors and

other senior management officers

designated by the Board of Directorsof

the Company.

2. Article 27 The Company may, in Article 27 The Company may, in

accordance with the provisions set out

accordance with the provisions set out

in the laws, administrative regulations,

in the laws, administrative regulations,

HKEx Listing Rules, departmental rules

HKEx Listing Rules, departmental rules

and the Articles of Association and subject

and the Articles of Association and subject

to the approval of the relevant governing

to the approval of the relevant governing

authorities of the PRC, repurchase its

authorities of the PRC, repurchase its

shares under the following circumstances:

shares under the following circumstances:

(1) cancellation of its shares for the

(1) cancellation of its shares for the

purpose of reducing its registered

purpose of reducing its registered

capital;

capital;

(2) merging with another company

(2) merging with another company

which holds the shares of the

which holds the shares of the

Company;

Company;

  1. granting shares as incentive (3) where the Company acquires

compensation to the staff of the

its own shares for employee

Company;

stock ownership plans or equity

incentives;

(4) acquiring the shares upon request (4)

acquiring the shares upon request

by shareholders who vote against

by shareholders who vote against

any resolution adopted at the

any resolution adopted at the

shareholders' general meeting

shareholders' general meeting

on the merger or demerger of the

on the merger or demerger of the

Company;

Company;

- 17 -

No.

Articles Before Amendments

Articles After Amendments

(5) any other circumstances permitted

(5) where the Company acquires

by the laws and administrative

its own shares to convert the

regulations and approved by the

corporate bonds issued thereby

governing authorities.

that are convertible to shares;

(6) where the Company and needs to

acquire its own shares to maintain

its value and the rights and

interests of shareholders;

(7) any other circumstances permitted

by the laws and administrative

regulations and approved by the

governing authorities.

3.

Article 28 The Company may, upon

Article 28 Where the Company obtains

the approval of the relevant governing

approval of the relevant governing

authorities of the PRC, repurchase its

authorities of the PRC to repurchase its

shares in one of the following ways:

shares by reason of those circumstances

mentioned in subparagraph (1), (2)

or (4) of Article 27 of the Articles of

Association, it may do so in one of the

following ways:

(1) making a pro rata general offer of

(1) making a pro rata general offer of

repurchase to all its shareholders;

repurchase to all its shareholders;

(2) repurchasing shares through public

(2) repurchasing shares through public

trading on a stock exchange;

trading on a stock exchange;

(3) repurchasing by an off-market

(3) repurchasing by an off-market

agreement outside a stock exchange;

agreement outside a stock exchange;

(4) any other circumstances permitted

(4) any other circumstances permitted

by the laws and administrative

by the laws and administrative

regulations and approved by the

regulations and approved by the

governing authorities.

governing authorities.

Where the Company repurchases its

shares by reason of those circumstances

mentioned in subparagraph (3), (5)

or (6) of Article 27 of the Articles of

Association, it shall do so through open

and centralized transactions.

- 18 -

No.

Articles Before Amendments

Articles After Amendments

4.

Article 29 The Company must obtain

Article 29 The Company must obtain

the prior approval of the shareholders'

the prior approval of the shareholders'

general meeting, in the manner stipulated

general meeting, in the manner stipulated

in the Articles of Association, before it

in the Articles of Association, before

can repurchase shares by reason of

it can repurchase shares by reason

those mentioned in subparagraphs

of those circumstances mentioned in

(1) to (3) of Article 27 of the Articles

subparagraphs (1) or (2) of Article

of Association, or repurchase shares

27 of the Articles of Association. A

by means of an off-market agreement

resolution shall be passed at a meeting

outside a stock exchange.The Company

of the Board of Directors attended by

may, by obtaining the prior approval of

more than two thirds of the Directors,

the shareholders' general meeting in the

before the Company can repurchase

same manner, release or vary, or waive its

shares by reason of those circumstances

rights under, an agreement which has been

mentioned in subparagraph (3), (5)

so entered into.

or (6) of Article 27 of the Articles of

Association.

The Company must obtain the prior

approval of the shareholders' general

meeting, in the manner stipulated in

the Articles of Association, before it

can repurchase shares by means of

an off-market agreement outside a

stock exchange.The Company may,

by obtaining the prior approval of the

shareholders' general meeting in the same

manner, release or vary, or waive its rights

under, an agreement which has been so

entered into.

An agreement for the repurchase of

An agreement for the repurchase of

shares referred to in the preceding

shares referred to in the preceding

paragraph includes (without limitation) an

paragraph includes (without limitation) an

agreement to become liable to repurchase

agreement to become liable to repurchase

shares or an agreement to have the right to

shares or an agreement to have the right to

repurchase shares.

repurchase shares.

The Company shall not assign a contract

The Company shall not assign a contract

for the repurchase of its shares or any

for the repurchase of its shares or any

right contained in such agreement.

right contained in such agreement.

If there are provisions to the contrary

regarding matters related to the

aforementioned share repurchases

in laws, administrative regulations,

departmental rules, the Articles of

Association and the rules of the HK

Stock Exchange, such provisions shall

prevail.

- 19 -

No.

Articles Before Amendments

Articles After Amendments

5.

Article 31 Shares lawfully repurchased by

Article 31 Shares lawfully repurchased by

the Company under subparagraph (1) of

the Company under subparagraph (1) of

Article 27 herein shall be cancelled within

Article 27 herein shall be cancelled within

ten days from the date of repurchase;

ten days from the date of repurchase;

for those shares repurchased under

for those shares repurchased under

subparagraphs (2) and (4) of Article 27

subparagraphs (2) and (4) of Article 27

herein shall be transferred or cancelled

herein shall be transferred or cancelled

within 6 months thereafter; and the

within 6 months thereafter; and the

shares acquired by the Company in

shares acquired by the Company in

accordance with subparagraph (3) of

accordance with subparagraph (3),

Article 27 herein shall not exceed 5%

(5) or (6) of Article 27 herein shall not

of the total issued share capital of the

exceed 10% of the total issued share

Company, and the shares repurchased

capital of the Company, and the shares

shall be transferred to the employees

repurchased shall be transferred

within one year.

or cancelled within three years .

After cancelling the repurchased shares

After cancelling the repurchased shares

lawfully, the Company shall apply to the

lawfully, the Company shall apply to

original companies registration authority

the original companies registration

for registration of the change of its

authority for registration of the change

registered capital and issue a relevant

of its registered capital and issue a

announcement accordingly.

relevant announcement accordingly.

The aggregate par value of the cancelled

T h e a g g r e g a t e p a r v a l u e o f t h e

shares shall be deducted from the

cancelled shares shall be deducted

Company's registered capital.

from the Company's registered capital.

6.

Article 48 No share transfer or exchange

Article 48 Where relevant laws and

may be entered in the register of

regulations and the HKEx Listing

shareholders within 30 days prior to the

Rules stipulate on the period of closure

date of a shareholders' general meeting

of the register of shareholders prior

or within 5 days before the record date

to a shareholders' general meeting or

set by the Company for the purpose of

the reference date set by the Company

distribution of dividends.

for the purpose of distribution of

dividends, such provisions shall prevail.

- 20 -

No.

Articles Before Amendments

Articles After Amendments

7.

Article 55 ……

Article 55 ……

(5) t h e

r i g h t

t o o b t a i n r e l e v a n t

(5) t h e

r i g h t

t o o b t a i n r e l e v a n t

information in accordance with

information in accordance with

the provisions of the Articles of

the provisions of the Articles of

Association, including:

Association, including:

1.

a copy of the Articles of

1.

a copy of the Articles of

Association upon payment of

Association upon payment of

a reasonable charge;

a reasonable charge;

2.

the right to inspect and copy,

2.

the right to inspect and copy,

s u b j e c t t o p a y m e n t o f a

s u b j e c t t o p a y m e n t o f a

reasonable charge:

reasonable charge:

(1) a copy of register of all

(1) a copy of register of all

classes of shareholders;

classes of shareholders;

(2)

personal particulars of

(2)

personal particulars of

directors, supervisors,

directors, supervisors

the president and other

and senior management

senior management

officersof the Company;

o f f i c e r so f t h e

Company;

……

……

- 21 -

No.

Articles Before Amendments

Articles After Amendments

8.

Article 60 The shareholders' general

Article 60 The shareholders' general

meeting shall have the following functions

meeting shall have the following functions

and powers:

and powers:

(1) to decide the Company's operational

(1) to decide the Company's operational

guidelines and investment schemes;

guidelines and investment schemes;

  1. to elect and remove directors (2) to elect and remove directors

and supervisors not being staff

and supervisors not being staff

representatives and to determine

representatives and to determine

matters relating to the remuneration

matters relating to the remuneration

of the directors and the supervisors;

of the directors and the supervisors;

(3)

to consider and approve the reports

(3)

to consider and approve the reports

of the Board of Directors;

of the Board of Directors;

(4)

to consider and approve the reports

(4)

to consider and approve the reports

of the Board of Supervisors;

of the Board of Supervisors;

(5)

t o c o n s i d e r a n d a p p r o v e t h e

(5)

t o c o n s i d e r a n d a p p r o v e t h e

Company's annual financial budgets

Company's annual financial budgets

and final accounts;

and final accounts;

(6)

t o c o n s i d e r a n d a p p r o v e t h e

(6)

t o c o n s i d e r a n d a p p r o v e t h e

Company's profit distribution plan

Company's profit distribution plan

and plan for recovery of losses;

and plan for recovery of losses;

(7)

to resolve on increase or reduction

(7)

to resolve on increase or reduction

in the Company's registered capital;

in the Company's registered capital;

(8)

to resolve on the issue of debentures,

(8)

to resolve on the issue of debentures,

any kind of shares, warrants or other

any kind of shares, warrants or other

similar securities by the Company;

similar securities by the Company;

(9)

to resolve on the merger, demerger,

(9)

to resolve on the merger, demerger,

dissolution, liquidation or change of

dissolution, liquidation or change of

form of business of the Company;

form of business of the Company;

(10)

t o a m e n d t h e A r t i c l e s o f

(10)

t o a m e n d t h e A r t i c l e s o f

Association;

Association;

(11)

to consider and approve the motions

(11)

to consider and approve the motions

put forward by shareholders

put forward by shareholders

individually or jointly holding 3%

individually or jointly holding 3%

or more of the Company's shares

or more of the Company's shares

with voting rights;

with voting rights;

- 22 -

No.

Articles Before Amendments

Articles After Amendments

(12)

to decide the engagement, re-

(12)

to decide the engagement, re-

appointment or dismissal of the

appointment or dismissal of the

accounting firms;

accounting firms;

(13) to consider and approve the external

(13)

to consider and approve the external

guarantees subject to the approval of

guarantees subject to the approval of

the shareholders' general meeting;

the shareholders' general meeting;

(14)

t o c o n s i d e r a n d a p p r o v e t h e

(14)

t o c o n s i d e r a n d a p p r o v e t h e

purchase or disposal of material

purchase or disposal of material

assets or provision of guarantee

assets or provision of guarantee

by the Company within a year

by the Company within a year

of a value exceeding 30% of the

of a value exceeding 30% of the

Company's latest audited total

Company's latest audited total

assets;

assets;

(15)

to consider and approve the share

(15)

to consider and approve the share

incentive plan;

incentive plan;

(16)

to resolve on any other matters to

(16)

to resolve on the repurchase of

be resolved thereby as required by

the Company's shares by reason

laws, administrative regulations and

of those circumstances stipulated

the Articles of Association;

in subparagraphs (1) and (2)

of Article 27 of the Articles of

Association;

(17) to consider other matters as required

(17)

to resolve on any other matters to

by the listing rules of the stock

be resolved thereby as required by

exchange of the locality on which

laws, administrative regulations and

the Company's shares are listed.

the Articles of Association;

……

(18)

to consider other matters as required

by the listing rules of the stock

exchange of the locality on which

the Company's shares are listed.

……

- 23 -

No.

Articles Before Amendments

Articles After Amendments

9.

Article 61 ……

Article 61 ……

If a director, the president or any other

If a director or senior management

senior management officerviolates a

officerviolates a provision on the

provision on the approval authority or

approval authority or consideration

consideration procedure for the provision

procedure for the provision of external

of external guarantees as specified in

g u a r a n t e e s a s s p e c i f i e d i n l a w s ,

laws, administrative regulations or the

administrative regulations or the Articles

Articles of Association, thereby causing

of Association, thereby causing the

the Company to sustain a loss, he shall be

Company to sustain a loss, he shall be

liable for damages and the Company may

liable for damages and the Company may

institute a legal action against him or her

institute a legal action against him or her

in accordance with the law.

in accordance with the law.

10.

Article 62 The Company shall not,

Article 62 The Company shall not,

without the prior approval of the

without the prior approval of the

shareholders' general meeting, enter into

shareholders' general meeting, enter

any contract with any party (other than

into any contract with any party (other

the directors, supervisors, president and

than the directors, supervisors and

other senior management officers)

senior management officers) pursuant

pursuant to which such party shall be in

to which such party shall be in charge

charge of management of the whole or

of management of the whole or any

any substantial part of the Company's

substantial part of the Company's

business.

business.

11.

Article 66 To convene a shareholders'

Article 66 To convene an annual

general meeting, the Company shall

general meeting, the Company shall

give written notices 45 days before the

give notices 20 days before the date of

date of meeting (including the date

meeting, informing each shareholder of

of meeting), informing all registered

the matters proposed to be considered

shareholders of the matters proposed

at the meeting and the date and

to be considered at the meeting and

place of the meeting. To convene an

the date and place of the meeting.

extraordinary general meeting, the

Shareholders who will attend the

Company shall notify each shareholder

meeting shall return the written replies

15 days before the date of meeting.

of attendance to the Company 20 days

before the date of the meeting.

- 24 -

No.

Articles Before Amendments

Articles After Amendments

Unless otherwise provided in the

Unless otherwise provided in the

Articles of Association, the notice of the

Articles of Association, the notice of the

shareholders' general meeting shall be

shareholders' general meeting shall be

delivered by personal delivery or prepaid

delivered by personal delivery or prepaid

mail to the shareholders (whether or not

mail to the shareholders (whether or not

such shareholders have a voting right

such shareholders have a voting right

at the shareholders' general meeting).

at the shareholders' general meeting).

The address of the recipient shall be

The address of the recipient shall be

the address registered in the register of

the address registered in the register of

shareholders. For the holders of domestic

shareholders. For the holders of domestic

shares, notice of the meeting may be

shares, notice of the meeting may be

issued by way of public announcement.

issued by way of public announcement.

The public announcement referred to

The public announcement referred to

in the preceding paragraph shall be

in the preceding paragraph shall be

published in one or more newspapers

published in one or more newspapers

designated by the securities governing

designated by the securities governing

authority of the State Council during 45

authority of the State Council. Upon

days to 50 days prior to the date of the

the publication of the announcement,

meeting. Upon the publication of the

all holders of domestic shares shall

announcement, all holders of domestic

be deemed to have received the notice

shares shall be deemed to have received

of the relevant shareholders' general

the notice of the relevant shareholders'

meeting.

general meeting.

The notice of a shareholders' general

The notice of a shareholders' general

meeting served on the holders of overseas-

meeting served on the holders of overseas-

listed shares may be published through the

listed shares may be published through the

websites of the HK Stock Exchange and

websites of the HK Stock Exchange and

the Company. Upon the publication of the

the Company. Upon the publication of the

announcement, all holders of overseas-

announcement, all holders of overseas-

listed foreign shares shall be deemed to

listed foreign shares shall be deemed to

have received the notice of the relevant

have received the notice of the relevant

shareholders' general meeting.

shareholders' general meeting.

- 25 -

No.

Articles Before Amendments

Articles After Amendments

12.

Article 67 The Company shall, based

Article 67 Matters not set out in the

on the written replies received 20 days

notice referred to in Article 65 and

before the date of the shareholders'

Article 66 of the Articles of Association

general meeting, calculate the number

shall not be resolved at a shareholders'

of shares with voting right represented

general meeting.

by the shareholders who intend to

attend the meeting. If the number of

shares with voting rights represented

by the shareholders who intend to

attend the meeting reaches one half or

more of the Company's total shares

with voting rights, the Company may

hold the shareholders' general meeting.

Otherwise, the Company shall within

5 days notify the shareholders, again

by way of a public announcement, of

the matters to be considered at, and the

date and place of, the meeting. Once an

announcement has been so made, the

Company may then proceed to convene

the general the meeting.

An extraordinary general meeting shall

not transact matters not stated in the

notice of meeting.

13.

Article 68 Notice of a shareholders'

Article 68 Notice of a shareholders'

general meeting shall:

general meeting shall:

……

……

(5) disclose the nature and extent of

(5) disclose the nature and extent of

the material conflict of interest, if any, of

the material conflict of interest, if any,

any director, supervisor, president and

of any director, supervisor and senior

other senior management officerin the

management officerin the matters to be

matters to be considered; and provide

considered; and provide an explanation of

an explanation of the differences, if any,

the differences, if any, between the way in

between the way in which the matter to

which the matter to be considered would

be considered would affect such director,

affect such director, supervisor or senior

supervisor, president or other senior

management officerin his/her capacity

management officerin his/her capacity

as shareholders and the way in which such

as shareholders and the way in which such

matter would affect other shareholders of

matter would affect other shareholders of

the same class;

the same class;

……

……

- 26 -

No.

Articles Before Amendments

Articles After Amendments

14.

Article 84 All directors, supervisors, the

Article 84 All directors, supervisors and

president and other senior management

senior management officersshall attend

officersshall attend the shareholders'

the shareholders' general meeting as non-

general meeting as non-voting participants

voting participants if being requested.

if being requested . The directors,

The directors, supervisors and senior

supervisors, president and other senior

management officerswho attend the

management officerswho attend the

meeting or attend the meeting as non-

meeting or attend the meeting as non-

voting participants shall make replies

voting participants shall make replies

or explanation in respect of inquiries

or explanation in respect of inquiries

of shareholders at the shareholders'

of shareholders at the shareholders'

general meeting, except for those matters

general meeting, except for those matters

in relation to business secrets of the

in relation to business secrets of the

Company which cannot be made public.

Company which cannot be made public.

15.

Article 95 In the event that the Company

Article 95 In the event that the Company

convenes a class meeting, a written

convenes a class meeting, the notification

notice shall be issued to shareholders

period for all shareholders for issuing

whose names appear on the register

a written notice shall be the same as

of shareholders of such class 45 days

that for issuing a written notice of a

prior to the date of the class meeting,

meeting to be convened together with

specifying the matters proposed to be

the class meeting. The written notice

considered and the date and place of the

shall inform shareholders of the class

meeting. The shareholders who intend

whose names appear on the register of

to attend the meeting shall serve the

shareholders of the matters proposed

written reply confirming his attendance

to be considered and the date and place

at the class meeting to the Company 20

of the meeting. When calculating the

days prior to the date of the meeting.

time limit, the date of meeting shall not be

When calculating the time limit, the date

included.

of meeting shall not be included.

- 27 -

No.

Articles Before Amendments

Articles After Amendments

Where the number of shares carrying

rights to vote at the meeting held by

the shareholders intending to attend

the meeting reaches half or more of

the total number of shares of such

class carrying rights to vote at the

meeting, the Company may hold the

class meeting based thereon. If it

does not reach that percentage, the

Company shall within 5 days notify

the shareholders again, by way of

public announcement, of the matters

to be considered at, and the date

and place for, the meeting. Once an

announcement has been so made,

the Company may convene the class

meeting.

If the listing rules of the stock

exchange(s) on which the Company's

s h a re s a re l i s t e d h a v e s p e c i f i c

provisions, such provisions shall be

complied with.

16.

Article 105

Article 105

……

……

T h e p r e s i d e n t o r o t h e r s e n i o r

A senior management officermay

management officersmay concurrently

concurrently serve as a director, provided

serve as a director, provided that the

that the aggregate number of the directors

aggregate number of the directors who

who concurrently serve as senior

concurrently serve as president or other

management officersshall not exceed

senior management officersshall not

one half of the total number of directors of

exceed one half of the total number of

the Company.

directors of the Company.

……

……

- 28 -

No.

Articles Before Amendments

Articles After Amendments

17.

Article 106 The Board of Directors shall

Article 106 The Board of Directors shall

exercise the following functions and

exercise the following functions and

powers:

powers:

  1. to convene the shareholders' (1) to convene the shareholders'

general meeting, to propose at the

general meeting, to propose at the

shareholders' general meeting to

shareholders' general meeting to

pass the relevant matters and report

pass the relevant matters and report

its work to the shareholders' general

its work to the shareholders' general

meeting;

meeting;

(2) to implement the resolutions of the (2)

to implement the resolutions of the

shareholders' general meetings;

shareholders' general meetings;

  1. to decide on the Company's (3) to decide on the Company's

business plans and investment

m i d - t o - l o n g - t e r m b u s i n e s s

plans;

development strategies;

(4)

to formulate the Company's annual

(4)

t o d e c i d e o n t h e C o m p a n y 's

financial budgets and final accounts;

business plans and investment plans;

(5)

to formulate the Company's profit

(5)

to formulate the Company's annual

distribution plan and plan for

financial budgets and final accounts;

recovery of losses;

(6)

to formulate proposals for increases

(6)

to formulate the Company's profit

or reductions of the Company's

distribution plan and plan for

registered capital and proposals for

recovery of losses;

the issue of corporate debentures or

other securities and listing;

(7)

to formulate proposals for material

(7)

to formulate proposals for increases

asset acquisition or disposal,

or reductions of the Company's

repurchase of the Company's

registered capital and proposals for

shares, and merger, demerger,

the issue of corporate debentures or

dissolution or change of corporate

other securities and listing;

form of the Company;

(8)

to decide on the establishment of the

(8)

to formulate proposals for material

Company's internal management

asset acquisition or disposal, and

structure;

merger, demerger, dissolution or

change of corporate form of the

Company;

- 29 -

No.

Articles Before Amendments

Articles After Amendments

(9)

to appoint or dismiss the Company's

(9)

to formulate proposals for the

president; and to appoint or

repurchase of the Company's

dismiss other senior management

s h a r e s b y r e a s o n o f t h o s e

officers, such as the executive vice

circumstances stipulated in

president, the senior vice president

subparagraphs (1) and (2) of

and the chief financial officer

Article 27 of the Articles of

of the Company pursuant to the

Association;

nominations of the president;

(10)

to decide on the matters relating to

(10)

to resolve on the repurchase of

the remuneration of the aforesaid

the Company's shares by reason

senior management officers;

of those circumstances stipulated

in subparagraph (3), (5) or (6)

of Article 27 of the Articles of

Association;

(11)

to formulate the Company's basic

(11)

to decide on the establishment of the

management system;

Company's internal management

structure;

(12)

t o f o r m u l a t e p r o p o s a l s f o r

(12)

to appoint or dismiss the Company's

amendment to the Articles of

chief executive officer; and to

Association;

appoint or dismiss other senior

management officers, such as the

executive vice president, the senior

vice president and the person in

charge of financeof the Company

pursuant to the nominations of the

chief executive officer; to appoint

or dismiss core management

officers as the Board of Directors

sees fit;

(13)

to decide on matters such as

(13)

to decide on the matters relating to

investments, acquisition and

the remuneration of the aforesaid

disposal of assets, financing and

senior management officers;

connected transactions, etc. which

require decisions to be made by the

Board of Directors in accordance

with the requirements of the HKEx

Listing Rules;

- 30 -

No.

Articles Before Amendments

Articles After Amendments

(14) to manage matters in relation to the

(14)

to formulate the Company's basic

disclosure of information on the

management system;

Company in accordance with the

laws, regulations, the HKEx Listing

Rules and the internal rules of the

Company;

(15)

to decide on other major affairs

(15)

t o f o r m u l a t e p r o p o s a l s f o r

of the Company, save for matters

amendment to the Articles of

to be resolved at shareholders'

Association;

general meetings as required by the

Company Law and the Articles of

Association;

(16)

to exercise other functions and

(16)

to decide on matters such as

powers conferred by the laws and

investments, acquisition and

regulations, the HKEx Listing

disposal of assets, financing and

Rules, the Articles of Association or

connected transactions, etc. which

the shareholders' general meetings;

require decisions to be made by the

Board of Directors in accordance

with the requirements of the HKEx

Listing Rules;

(17) to manage matters in relation to the

disclosure of information on the

Company in accordance with the

laws, regulations, the HKEx Listing

Rules and the internal rules of the

Company;

(18)

to decide on other major affairs

of the Company, save for matters

to be resolved at shareholders'

general meetings as required by the

Company Law and the Articles of

Association;

(19)

t o t h e e x t e n t p e r m i t t e d b y

relevant laws and regulations and

the Listing Rules of the HKEx,

to authorize the chairman of the

Board of Directors to consider

and decide on key matters relating

to the operation and management

of the Company;

- 31 -

No.

Articles Before Amendments

Articles After Amendments

(20)

to exercise other functions and

powers conferred by the laws and

regulations, the HKEx Listing

Rules, the Articles of Association or

the shareholders' general meetings;

Except for the matters specified in

Except for the matters specified in

subparagraphs (6), (7) and (12)which

subparagraphs (7), (8) and (15)which

shall be passed by two-thirds or more of

shall be passed by two-thirds or more of

the directors, the board's resolutions in

the directors, the board's resolutions in

respect of any other aforesaid matters may

respect of any other aforesaid matters may

be passed by half or more of all directors.

be passed by half or more of all directors.

Resolutions in respect of connected

Resolutions in respect of connected

transactions made by the Board of

transactions made by the Board of

Directors shall not come into force unless

Directors shall not come into force unless

it is signed by independent directors.

it is signed by independent directors.

18.

Article 108 The chairman of the Board

Article 108 The chairman of the Board

of Directors is entitled to the following

of Directors is entitled to the following

functions and powers:

functions and powers:

(1) to preside over general meetings

(1)

to preside over general meetings

and to convene and preside over the

and to convene and preside over the

board meetings;

board meetings;

(2) to supervise and check on the

(2)

to supervise and check on the

implementation of resolutions

implementation of resolutions

passed at the meeting of the Board

passed at the meeting of the Board

of Directors;

of Directors;

(3) to sign share certificates, bonds and

(3)

to sign share certificates, bonds and

other marketable securities of the

other marketable securities of the

Company;

Company;

(4) to sign important documents of

(4)

to sign important documents of

the Board of Directors and other

the Board of Directors and other

documents that shall be signed

documents that shall be signed

by the legal representative of the

by the legal representative of the

Company and to exercise the

Company and to exercise the

authorities of legal representatives;

authorities of legal representatives;

- 32 -

No.

Articles Before Amendments

Articles After Amendments

(5) to exercise special disposal powers

(5)

to exercise special disposal powers

which are in compliance with legal

which are in compliance with legal

requirements and are in the interests

requirements and are in the interests

of the Company on matters of the

of the Company on matters of the

Company and provide post-event

Company and provide post-event

reports to the Board of Directors

reports to the Board of Directors

after such event occurs, in the event

after such event occurs, in the event

of force majeure or an emergency in

of force majeure or an emergency in

which it is impossible to convene a

which it is impossible to convene a

board meeting;

board meeting;

(6) to define the systems necessary

(6)

to define the systems necessary

for the operation of the Board

for the operation of the Board

of Directors, and coordinate its

of Directors, and coordinate its

operation;

operation;

(7) to hear regular and non-regular

(7)

to hear regular and non-regular

performance reports from the

performance reports from the

Company's senior management

Company's senior management

officers, and to provide the Board of

officers, and to provide the Board of

Directors with steering comments

Directors with steering comments

on the implementation of board

on the implementation of board

resolutions;

resolutions;

(8) to nominate a candidate for the

(8)

to nominate a candidate for the chief

presidentand the secretary to the

executive officerand the secretary

Board of Directors of the Company;

to the Board of Directors of the

Company;

(9) to exercise any other functions

(9)

to consider and decide on key

and powers conferred by laws,

matters relating to the operation

r e g u l a t i o n s ,

t h e A r t i c l e s

o f

and management of the Company,

A s s o c i a t i o n

o r t h e B o a r d

o f

according to the authorization of

Directors.

the Board of Directors;

(10)

to exercise any other functions

and powers conferred by laws,

r e g u l a t i o n s , t h e A r t i c l e s o f

A s s o c i a t i o n o r t h e B o a r d o f

Directors.

- 33 -

No.

Articles Before Amendments

Articles After Amendments

In the event that the chairman of the

In the event that the chairman of the

Board of Directors is unable to exercise

Board of Directors is unable to exercise

his powers, a director jointly elected by

his powers, a director jointly elected by

half or more of all directors may perform

half or more of all directors may perform

his duties.

his duties.

The Board of Directors may, if necessary,

The Board of Directors may, if necessary,

authorize the chairman of the Board of

authorize the chairman of the Board of

Directors to exercise part of the powers of

Directors to exercise part of the powers of

the Board of Directors when it is in recess.

the Board of Directors when it is in recess.

19.

Article 109 The Board of Directors shall

Article 109 The Board of Directors shall

meet regularly and the meetings of the

meet regularly and the meetings of the

Board of Directors shall be held at least

Board of Directors shall be held at least

four times every year, and convened by

four times every year, and convened by

the chairman of the Board of Directors.

the chairman of the Board of Directors.

A fourteen days' prior written notice for

A fourteen days' prior written notice for

convening the meeting shall be given to

convening the meeting shall be given to

all directors.

all directors.

Under the following circumstances, an

Under the following circumstances, an

extraordinary meeting of the Board of

extraordinary meeting of the Board of

Directors shall be held by the chairman

Directors shall be held by the chairman

within five days upon receipt of proposal:

within five days upon receipt of proposal:

(1) when proposed by the shareholders

(1) when proposed by the shareholders

representing one tenth or more of

representing one tenth or more of

voting rights;

voting rights;

(2) when proposed jointly by one-thirds

(2) when proposed jointly by one-thirds

or more of the directors;

or more of the directors;

(3) when proposed by the chairman of

(3) when proposed by the chairman of

the Board of Directors;

the Board of Directors;

(4) when proposed by two or more

(4) when proposed by two or more

independent directors;

independent directors;

(5) when proposed by the Board of

(5) when proposed by the Board of

Supervisors;

Supervisors;

(6) when proposed by the president.

(6) w h e n p r o p o s e d b y t h e chief

executive officer.

- 34 -

No.

Articles Before Amendments

Articles After Amendments

20.

Article 110 Notice shall be given to all

Article 110 Notice shall be given to

directors, supervisors and the president

all directors, supervisors and the chief

fourteen days prior to the regular board

executive officerfourteen days prior

meetings, and a reasonable period prior

to the regular board meetings, and a

to extraordinary board meetings. The

reasonable period prior to extraordinary

responsible body of the Company shall

board meetings. The responsible body

serve a written notice convening the

of the Company shall serve a written

board meeting to each director, supervisor

notice convening the board meeting to

and the presidentby hand, fax, express

each director, supervisor and the chief

mail service or other means of electronic

executive officerby hand, fax, express

communication. Notices that are not

mail service or other means of electronic

served by hand shall be confirmed by

communication. Notices that are not

telephone and record should be made

served by hand shall be confirmed by

accordingly.

telephone and record should be made

……

accordingly.

……

21.

Article 117 The Board of Directors

Article 117 Where necessary, the

s h a l l e s t a b l i s h t h r e e s p e c i a l

Board of Directors may establish

committees, namely Audit Committee,

relevant special committees, the duties,

R e m u n e r a t i o n C o m m i t t e e a n d

personnel composition and rules of

Nomination Committee, and the

procedure of which shall be resolved

duties, the personnel composition and

separately by the Board of Directors.

rules of procedure of which shall be

These special committees are ad hoc

resolved separately by the Board of

committees under the Board of Directors

Directors. Where necessary, the Board

which provide advices or advisory

of Directors may establish other special

opinions for the Board of Directors

committees.These special committees

on material decisions. The special

are ad hoc committees under the Board

committees shall not make any decision

of Directors which provide advices

in the name of the Board of Directors.

or advisory opinions for the Board of

However, the committees may exercise

Directors on material decisions. The

decision-making power in respect of the

special committees shall not make any

authorized matters in accordance with

decision in the name of the Board of

a special power given by the Board of

Directors. However, the committees may

Directors.

exercise decision-making power in respect

of the authorized matters in accordance

with a special power given by the Board

of Directors.

22.

Chapter 12 The Presidentand Other

Chapter 12 The Chief Executive Officer

Senior Management Officers

and Other Senior Management Officers

- 35 -

No.

Articles Before Amendments

Articles After Amendments

23.

Article 121 The Company shall have one

Article 121 The Company shall have

president, a number of executive vice

one chief executive officer, a number

presidents and senior vice presidents, who

of executive vice presidents and senior

shall be nominated by the president. A

vice presidents, who shall be nominated

director may serve concurrently as the

by the chief executive officer. A director

president, executive vice president,

may serve concurrently as senior

senior vice president or other senior

management officers.

management officers.

24.

Article 122 The president, executive

Article 122 Senior management officers

vice president, senior vice president or

shall be appointed or removed by the

other senior management officersshall

Board of Directors.

be appointed or removed by the Board of

Directors.

25.

Article 123 The presidentshall be

Article 123 The chief executive officer

accountable to the Board of Directors

shall be accountable to the Board of

and exercise the following functions and

Directors and exercise the following

powers:

functions and powers:

(1) to be in charge of the Company's

(1) to be in charge of the Company's

p r o d u c t i o n , o p e r a t i o n a n d

p r o d u c t i o n , o p e r a t i o n a n d

management and report to the Board

management and report to the Board

of Directors;

of Directors;

(2) to organize the implementation

(2) to organize the implementation

of the resolutions of the Board of

of the resolutions of the Board of

Directors, the Company's annual

Directors, the Company's annual

business plans and investment plans;

business plans and investment plans;

(3) to draft the Company's annual

(3) to draft the Company's annual

financial budget plans and final

financial budget plans and final

accounts, and to put forward the

accounts, and to put forward the

proposal to the Board of Directors;

proposal to the Board of Directors;

  1. to draft the Company's basic (4) to draft the Company's basic

management system and the plan

management system and the plan

for establishment of the Company's

for establishment of the Company's

internal management organization;

internal management organization;

(5) to formulate the specific rules and (5)

to formulate the specific rules and

regulations of the Company;

regulations of the Company;

- 36 -

No.

Articles Before Amendments

Articles After Amendments

(6)

to propose to the Board of Directors

(6)

to propose to the Board of Directors

the employment and dismissal of the

the employment and dismissal

general vice president, senior vice

of the general vice president,

president, chief financial officer

senior vice president, person in

and other senior management

charge of financeand other senior

officers;

management officers;

(7)

t o e m p l o y a n d d i s m i s s t h e

(7)

t o e m p l o y a n d d i s m i s s t h e

responsible management personnel

responsible management personnel

and general employees other than

and general employees other than

those to be employed and dismissed

those to be employed and dismissed

by the Board of Directors;

by the Board of Directors;

(8)

to propose to convene extraordinary

(8)

to propose to convene extraordinary

board meetings;

board meetings;

(9)

to decide the Company's other

(9)

to decide the Company's other

issues within the scope of the

issues within the scope of the

authority of the Board of Directors;

authority of the Board of Directors;

(10)

to decide on projects such as

(10)

to decide on projects such as

investment, acquisition or disposal

investment, acquisition or disposal

and financing which do not need to

and financing which do not need to

be decided by the Board of Directors

be decided by the Board of Directors

or the shareholders' general

or the shareholders' general

meeting;

meeting;

(11)

other functions and powers granted

(11)

other functions and powers granted

by the Articles of Association and

by the Articles of Association and

the Board of Directors.

the Board of Directors.

Senior management officers other than

Senior management officers other than

the presidentshall assist the president

the chief executive officershall assist the

in his works and may exercise part of the

chief executive officerin his works and

functions and powers entrusted by the

may exercise part of the functions and

president.

powers entrusted by the chief executive

officer.

26.

Article 124 The presidentshall attend the

Article 124 The chief executive officer

board meetings and, if not a director, shall

shall attend the board meetings and, if

not have voting right thereat.

not a director, shall not have voting right

thereat.

27.

Article 125 In the exercise of his powers,

Article 125 In the exercise of his powers,

the presidentshall comply with the laws,

the chief executive officershall comply

administrative regulations and the Articles

with the laws, administrative regulations

of Association, and fulfill his duties in

and the Articles of Association, and fulfill

good faith and diligence.

his duties in good faith and diligence.

- 37 -

No.

Articles Before Amendments

Articles After Amendments

28.

Article 126 The Company shall have

Article 126 The Company shall have one

one chief financial officer, who shall be

person in charge of finance, who shall

appointed or removed by the Board of

be appointed or removed by the Board

Directors. The chief financial officershall

of Directors. The person in charge of

be accountable to the Board of Directors

financeshall be accountable to the Board

and the president.

of Directors and the chief executive

officer.

29.

Article 131 The Board of Supervisors

Article 131 The Board of Supervisors

shall be accountable to the shareholders'

shall be accountable to the shareholders'

general meeting and exercise the

general meeting and exercise the

following functions and powers:

following functions and powers:

(1) to monitor any acts of directors,

(1) to monitor any acts of directors

the president and other senior

and senior management officers

management officersin their

in their performance of duties that

performance of duties that violate

violate the laws, administrative

the laws, administrative regulations

regulations and the Articles of

and the Articles of Association, and

A s s o c i a t i o n , a n d t o p r o p o s e

to propose dismissal of any directors

dismissal of any directors and senior

and senior management officers

management officers who violate

who violate the laws, administrative

the laws, administrative regulations,

r e g u l a t i o n s , t h e A r t i c l e s o f

the Articles of Association or any

Association or any resolutions of

resolutions of shareholders' general

shareholders' general meetings;

meetings; ……

……

30.

Chapter 14 Qualification and Obligations

Chapter 14 Qualification and Obligations

of Directors, Supervisors and Senior

of Directors, Supervisors and Senior

Management Officers of the Company

Management Officers of the Company

Chapter 17 Appointment of Accounting

Chapter 17 Appointment of Accounting

Firms

Firms

Chapter 22 Settlement of Disputes

Chapter 22 Settlement of Disputes

The words "the president or other

The words "the president or other

senior management officers" and "the

senior management officers" and "the

president and other senior management

president and other senior management

officers" in the articles of the above

officers" in the articles of the above

chapters

chapters shall be amended to "senior

management officers"

Notes:

  1. Save for the above articles, there will be no changes to the other articles of the Articles of Association of the Company.
  2. The Proposed Amendments to the Articles of Association of the Company were prepared in Chinese. Should there be any discrepancies between the Chinese version of the Proposed Amendments and their English version, the Chinese version shall prevail.

- 38 -

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