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 General Meeting of Shareholders

General Provisions on the General Meeting of Shareholders

1.The general meeting of shareholders is the organ of attorney of the Company and shall exercise its duties and powers according to law.

2.The general meeting of shareholders shall exercise the following duties and powers:

(1) deciding on the business policies and investment plans of the Company;

(2) electing   and   replacing   directors   and   supervisors   not   appointed   from   the   employee representatives, and deciding on matters concerning their remuneration;

(3) considering and approving work reports of the board of directors and the supervisory committee;

(4) considering and approving the Company's annual financial budget and final account proposals;

(5) considering and approving the Company's plans for profit distribution and loss make-up;

(6) adopting resolutions concerning the increase or decrease of the Company's registered capital;

(7) adopting resolutions on merger, division, dissolution, liquidation or change of corporate form of the Company;

(8) adopting resolutions on issuance of corporate bonds;

(9) adopting resolutions on engagement and dismissal of accounting firm;

(10) amending the Articles;

(11) considering and approving the guarantee matters provided in Article 64;

(12) considering the matters regarding the purchase and sale by the Company within one year of significant assets with a value of more than 30% of the latest audited total assets value of the Company;

(13) considering and approving the matters regarding change in use of proceeds;

(14) considering the share incentive plans;

(15) considering proposals raised by the shareholders representing more than 3% of the voting shares of the Company;

(16) considering the matters regarding affiliated transactions that shall be approved by the general meeting of shareholders as stipulated by the listing rules of the locality where the shares of the Company are listed;

(17) deciding on the out-of-budget expenses of the Company;

(18) deciding on the plans for entrusted wealth management of the Company;

(19) considering other matters that shall be approved by the general meeting of shareholders as stipulated by laws, regulations or the Articles.

3.The provision of the following external guarantee by the Company must be examined and adopted by the general meeting of shareholders:

(1) any external guarantee provided after the total amount of guarantee provided by the Company and its controlled subsidiaries reaches or exceeds 50% of the latest audited net assets value;

(2) any guarantee with a value of exceeding 30% of the latest audited total assets value of the Company calculated based on the principle of cumulative calculation within consecutive twelve
(12) months;

(3) any guarantee with a value of exceeding 50% of the latest audited net assets value of the Company and with an absolute amount of more than RMB50,000,000, calculated based on the principle of cumulative calculation within consecutive twelve (12) months;

(4) any guarantee provided in favour of an external person or entity whose debt asset ratio has exceeded 70%;

(5) any single guarantee with a value of more than 10% of the latest audited net assets value;

(6) any guarantee provided in favour of the shareholders, the actual controller as well as the affiliates of the shareholders and the actual controller.

The guarantee in Article 64(2) shall be adopted by the general meeting of shareholders by special resolution.

The “external guarantee” referred  to  in the  Articles means the  guarantee  provided by the Company in favour of others, including the guarantee provided by the Company in favour of its controlled subsidiaries. The “the total amount of guarantee provided by the Company and its controlled subsidiaries” means the sum of the total amount of external guarantee provided by the Company in favour  of others and the total amount of external guarantee provided by the Company’s controlled subsidiaries in favour of others, including those external guarantee provided by the Company in favour of its controlled subsidiaries.

4.Unless the Company is in crisis or under other special circumstances, it shall not enter into a contract with any person other than directors, supervisors and senior management personnel of the Company for the delegation of the whole business management or the important business management of the Company to such person without the approval through a special resolution of the general meeting of shareholders.

5.There are two types of general meeting of shareholders: annual general meeting of shareholders and extraordinary general meeting of shareholders. The annual general meeting of shareholders shall be held once a year within six (6) months after the end of the previous fiscal year.

6.An extraordinary general meeting of shareholders shall be convened within two (2) months from the occurrence date of any of the following events:

(1) the number of directors is less than the quorum provided by the Company Law or is less than two thirds (2/3) of the number as required by the Articles;

(2) the amount of the Company's  loss that have not been made up reaches one-third of the Company's total paid-in share capital;

(3) shareholders holding more than 10% of the voting shares of the Company, either individually or jointly, request that a general meeting of shareholders be convened;

(4) the board of directors deems it as necessary or the supervisory committee proposes that such a meeting be convened;

(5) other circumstances as stipulated in laws, regulations or the Articles.

7.The location of the general meeting of shareholders shall be: the locality where the Company is domiciled or other specific locations as notified by the person(s) convening the general meeting of shareholders.

The general meeting of shareholders shall have a venue and be held in the form of an on-site meeting. The Company will also provide internet access or other methods to facilitate the participation of the shareholders in the general meeting of shareholders. Shareholders who have participated in the general meeting of  shareholders through the aforesaid methods shall be deemed as present.

8.When a general meeting of shareholders is convened, the Company shall engage a lawyer to issue a legal opinion and make a public announcement with respect to the following matters:

(1) whether the procedures in which the meeting is convened and held comply with laws, regulations and the Articles;

(2) whether the qualifications of the attendees and the person(s) convening the meeting are legal and valid;

(3) whether the procedures and the voting results are legal and valid;

(4) to express legal opinion on other relevant matters as requested by the Company.