ARTICLES OF ASSOCIATION OF AIR CHINA LIMITED

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CHAPTER 1	:	GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
CHAPTER 2	:	THE COMPANY'S OBJECTIVES AND SCOPE OF BUSINESS . . .	3
CHAPTER 3	:	SHARES AND REGISTERED CAPITAL . . . . . . . . . . . . . . . . . . . .	4
CHAPTER 4	:	INCREASE, DECREASE AND REPURCHASE OF SHARES . . . . .	7
CHAPTER 5	:	SHARE TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
CHAPTER 6	:	SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS . .	11
CHAPTER 7	:	SHAREHOLDERS' RIGHTS AND OBLIGATIONS . . . . . . . . . . . .	15
CHAPTER 8	:	SHAREHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . .	21
CHAPTER 9	:	THE PARTY COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
CHAPTER 10	:	BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
CHAPTER 11	:	INDEPENDENT DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . .	49
CHAPTER 12	:	SPECIAL COMMITTEES OF THE BOARD OF DIRECTORS . . . .	56
CHAPTER 13	:	SECRETARY OF THE BOARD OF DIRECTORS . . . . . . . . . . . . .	59
CHAPTER 14	:	SENIOR OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	61
CHAPTER 15	:	THE QUALIFICATIONS AND DUTIES OF THE DIRECTORS, SENIOR OFFICERS OF THE COMPANY . . . . . . . . . . . . . . . . .	63
CHAPTER 16	:	FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION AND AUDIT . . . . . . . . . . . . . . . . . . . . . . . . . .	68
CHAPTER 17	:	APPOINTMENT OF ACCOUNTANCY FIRM . . . . . . . . . . . . . . . .	76
CHAPTER 18	:	MERGER AND DEMERGER OF THE COMPANY . . . . . . . . . . . .	76
CHAPTER 19	:	DISSOLUTION AND LIQUIDATION . . . . . . . . . . . . . . . . . . . . . .	78
CHAPTER 20	:	PROCEDURES FOR AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . .	81
CHAPTER 21	:	NOTICES AND PUBLIC ANNOUNCEMENTS . . . . . . . . . . . . . . .	82
CHAPTER 22	:	SUPPLEMENTARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	83

Article 1	Air China Limited (the "Company") is a joint stock limited company established in accordance with the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China (the "Securities Law") and other relevant laws and regulations of the State.
	The Company was established by way of promotion with the approval of the State-owned Assets Supervision and Administration Commission of the State Council on 30 September 2004, as evidenced by the approval document Guo Zi Gai Ge [2004] No. 872. It was registered with and has obtained a business licence from the State Administration for Industry & Commerce of the People's Republic of China.
	The promoters of the Company are: China National Aviation Holding Corporation Limited and China National Aviation Corporation (Group) Limited (registered in Hong Kong Special Administration Region).
Article 2	The Company's registered Chinese name: 中國國際航空股份有限公司 The Company's English name: AIR CHINA LIMITED The Company's abbreviated Chinese name: 中國國航 The Company's abbreviated English name: AIR CHINA
Article 3	The Company's address: 1st Floor-9th Floor 101, Building 1, 30 Tianzhu Road, Shunyi District, Beijing, China.
Article 4	The Company's legal representative is the Chairman of the board of directors of the Company. The legal consequences of civil activities performed by the legal representative in the name of the Company shall be borne by the Company.
Article 5	The Company is a joint stock limited company which has perpetual existence.
	The liability of a shareholder is limited to the value of the shares held by him, while the Company assumes liabilities to the extent of its entire assets.
	The Company is an independent corporate legal person, governed by, and existing under the protection of, the laws and regulations of the People's Republic of China.

Article 6	In accordance with the provisions of the Company Law, the Securities Law, the Guidance on the Articles of Association of Listed Companies (the "Guidance"), the Standards on Corporate Governance for Listed Companies (the "CG Standards"), the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") and other PRC laws and administrative regulations and departmental rules, the Company amended the original Articles of Association of the Company (the "Original Articles of Association") and adopted these Articles of Association (the "Articles of Association" or "these Articles of Association").
Article 7	From the date on which the Articles of Association come into effect, the Articles of Association constitute the legally binding document regulating the Company's organisation and activities, and the rights and obligations between the Company and each shareholder and among the shareholders.
Article 8	The Articles of Association are binding on the Company and its shareholders, directors and senior officers; all of whom may, according to the Company's Articles of Association, assert their rights in respect of the affairs of the Company.
	A shareholder may take action against the Company pursuant to the Company's Articles of Association. The Company may take action against a shareholder, directors and senior officers of the Company pursuant to the Company's Articles of Association. A shareholder may also take action against another shareholder, and may take action against the directors and senior officers of the Company pursuant to the Company's Articles of Association.
	The "senior officers" referred to in these Articles of Association mean the president, vice president, chief accountant, board secretary, chief pilot, general legal counsel and other senior officers appointed by the board of directors of the Company.
Article 9	The Company may invest in other enterprises; provided that unless otherwise provided by laws, regulations and other regulatory documents, the Company shall not act as a capital contributor which assumes joint and several liabilities of the enterprises it invested in.
Article 10	According to the Constitution of the Communist Party of China, the Company shall establish an organization of the Communist Party of China to carry out the activities of the Party, establish a working organ for the Party, allocate sufficient and competent personnel to handle Party affairs and provide sufficient funds to operate the Party organization.

Article 11	The Company's objectives are: to maximise Shareholders' interests by providing safe, fast, accurate, economical, convenient and satisfactory air package and cargo transportation services through customer-oriented, market driven operations with the end of advanced communications technologies, and develop telecommunications and information businesses.
Article 12	The Company's scope of business shall be consistent with and subject to the scope of business approved by the authority responsible for the registration of the Company.
	The Company's scope of business includes: International and domestic scheduled and unscheduled air passenger, air cargo, mail and luggage transportation; domestic and international business aviation services; management and administration of aircraft, aircraft maintenance, repair and overhaul services, business agency among airlines companies; and ground services, air express service (other than mails and objects of the same nature as mails) related to the main business; on-board duty free items, on-board retail of goods and underwriting the aviation accident insurance; import and export businesses; hotel management; undertaking exhibitions; conference services; property management; design, production, agency and publish of advertisement; technology training; lease of self-owned property; rental of machinery and equipment; accommodation; catering services; sales of handicrafts and souvenirs; wholesale of agriculture, forestry, animal husbandry and fishery products, wholesale of food, beverages and tobacco products, wholesale of textiles, clothing and household goods, wholesale of culture, sporting goods and equipment, wholesale of mineral products, building materials and chemical products, wholesale of machinery and equipment, hardware and electronic products, general retail, special retail of food, beverage and tobacco products, special retail of textiles, clothing and daily necessities, special retail of cultural and sporting goods and equipment, sales of automobiles, motorcycles, spare parts and fuels and other types of energy resources, special retail of household appliances and electronics, special retail of hardware, furniture and interior decoration materials, and Internet retailing. (Catering services, accommodation and other projects subject to approval in accordance with the law shall be operated with the approval of relevant authorities to the extent authorized by the approval.)
Article 13	Based on its business development needs and upon approval of the relevant governmental authorities, the Company may adjust its scope of business and manner of operation from time to time, and may establish branch organisations and/or representative offices (irrespective of whether controlled or owned by it) in the PRC or overseas.

Article 14	The Company's equity shall be represented in the form of shares. There shall, at all times, be ordinary shares in the Company. Subject to the approval of the department authorized by the State Council, the Company may, according to its requirements, create different classes of shares. The issuance of the Company shares shall adhere to the principles of openness, fairness, and impartiality, and each share of the same class shall have equal rights. For shares of the same class issued in the same tranche, the issuance terms and price per share shall be identical; all subscribers shall pay the same consideration per share.
Article 15	The shares issued by the Company shall each have a par value of Renminbi one (1.00) yuan.
	"Renminbi" referred to in the previous paragraph means the legal currency of the PRC.
Article 16	The Company may issue shares to Domestic Investors and Foreign Investors according to the laws, and shall register or file with the securities regulatory authority of the State Council according to the requirements.
	"Foreign Investors" referred to in the previous paragraph mean those investors who subscribe for the shares issued by the Company and who are located in foreign countries and in the regions of Hong Kong, Macau and Taiwan. "Domestic Investors" mean those investors who subscribe for the shares issued by the Company and who are located within the territory of the PRC.
Article 17	Shares which the Company issues to Domestic Investors for subscription in Renminbi shall be referred to as "Domestic Shares". Shares which the Company issues to Foreign Investors for subscription in foreign currencies shall be referred to as "Foreign Shares". Foreign Shares which are listed overseas are called "Overseas-Listed Foreign Shares". Both holders of Domestic Shares and holders of Foreign Shares are holders of ordinary shares, and have the same obligations and rights.
	"Foreign currencies" means the legal currencies of countries or outside the PRC which are recognised by the foreign exchange authority of the State and which can be used to pay the share price to the Company.
Article 18	A Shares are ordinary shares in Renminbi that have been admitted for listing on domestic stock exchanges. H Shares are shares that have been admitted for listing on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

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	The A Shares of the Company shall be centralized and held in custody by the Shanghai Branch of the China Securities Depository and Clearing Corporation Limited. The Overseas-Listed Foreign Shares of the Company shall be held in custody by Hong Kong Securities Clearing Company Limited.
Article 19	Upon the approval of the department authorized by the State Council, the Company issued 6,500,000,000 ordinary shares to the promoters at the time when the Company was established. At the time of establishment, the capital contribution of the promoters of the Company was as follows:

Name of Promoters	Number of Shares Subscribed	Method of Capital Contribution	Date of Capital Contribution

China National Aviation Holding Corporation Limited	5,054,276,915	A capital contribution of RMB560,782,100 was made in cash and a contribution of RMB6,451,765,800 was made in form of the assets and liability of its subsidiaries and those relating to its principal passenger and cargo businesses	9 September 2004

China National Aviation Corporation (Group) Limited	1,445,723,085	A capital contribution of RMB2,005,866,000 was made in form of equity interest	9 September 2004

Article 20	As approved by the competence authorities, the changes in the share capital of the Company were as follows:
	The Company shall issue additional 2,933,210,909 ordinary shares after its incorporation, and the promoters of the Company shall sell 293,321,091 ordinary shares, all of which are H Shares.
	Upon completion of the offering of the H Shares set forth above, the Company has issued 1,639,000,000 A shares in 2006.
	Upon the completion of the issuance of A shares, the Company has issued 1,179,151,364 H Shares to Cathay Pacific Airways Limited, a shareholder of the Company, in 2006.

	Upon the completion of the said additional issuance of H Shares, the Company has issued 483,592,400 new A Shares on a non-public issue basis and 157,000,000 new H Shares to China National Aviation Corporation (Group) Limited, a shareholder of the Company, on a non-public issue basis in the year of 2010.
	Upon the completion of the aforesaid non-public issue of A Shares and H Shares, the Company has issued 192,796,331 new A Shares to China National Aviation Holding Corporation Limited, a shareholder of the Company, on a non-public issue basis in the year of 2013.
	Upon the completion of the aforesaid non-public issue of A Shares, the Company has issued 1,440,064,181 A Shares on a non-public issue basis in the year of 2017.
	Upon the completion of the aforesaid non-public issue of A Shares, the Company has issued 1,675,977,653 A Shares on a non-public issuance basis in the year of 2023.
	Upon the completion of the aforesaid non-public issue of A Shares, the Company has issued 392,927,308 H Shares to specific investor in the year of 2024.
	Upon the completion of the aforesaid non-public issue of H Shares, the Company has issued 854,700,854 A Shares to specific investor in the year of 2024.
	Upon the completion of the aforesaid issuance of A Shares to specific investor, the Company has issued 3,044,140,030 A Shares to specific investors in the year of 2026.
	The present share capital structure of the Company is as follows: the Company has a total of 20,492,561,030 ordinary shares in issue, of which 15,536,950,358 shares are held by holders of A Shares, representing approximately 75.82% of the Company's total share capital, and 4,955,610,672 shares are held by holders of H Shares, representing approximately 24.18% of the Company's total share capital.
Article 21	The registered capital of the Company is RMB20,492,561,030. The number of shares issued by the Company is 20,492,561,030 shares, all of which are ordinary shares.

Article 23	The Company may, based on its operating and development needs, authorize the increase of its capital pursuant to the Articles of Association.
	The Company may increase its capital in the following ways:
	(1) by offering of shares to unspecified targets; (2) by offering of shares to specified targets; (3) by issuing bonus shares to its existing shareholders; (4) by converting the common reserve into share capital; (5) by any other means which is prescribed by laws, administrative regulations and the CSRC.
	After the Company's increase of capital has been approved in accordance with the provisions of the Articles of Association, the issuance thereof should be made in accordance with the procedures set out in the relevant State laws and administrative regulations.
Article 24	According to the provisions of the Articles of Association, the Company may reduce its registered capital.
Article 25	The Company must prepare a balance sheet and an inventory of assets when it reduces its registered capital.

	The Company shall notify its creditors within ten (10) days of the date of the Company's resolution for reduction of capital and shall publish an announcement in a newspaper or on the National Enterprise Credit Information Publicity System within thirty (30) days of the date of such resolution. A creditor has the right within thirty (30) days of receipt of the notice from the Company or, in the case of a creditor who does not receive such notice, within forty-five (45) days of the date of announcement, to require the Company to repay its debts or to provide a corresponding guarantee for such debt.
	Where the Company reduces its registered capital, the amount of capital contribution or shares shall be reduced in proportion to the shares held by the shareholders, unless otherwise provided by laws or the Articles of Association.
Article 26	The Company shall not acquire shares of the Company. However, except in one of the following circumstances:
	(1) reducing its registered capital; (2) merging with another company that holds shares in the Company; (3) using the shares for the employee share ownership plan or as share incentive; (4) acquiring as requested the shares of shareholders who vote against any resolution on the merger or demerger of the Company adopted at a shareholders' meeting; (5) using the shares for the conversion of the corporate bonds issued by the listed company which are convertible into shares; (6) necessary for safeguarding the value of the Company and the shareholders' interests; (7) other circumstances permitted by laws and administrative regulations.
	The Company's repurchase of its issued shares shall comply with the provisions of Article 27 to Article 28 of these Articles of Association.
Article 27	The Company may acquire the shares of the Company by way of open and centralized trading, or by other means approved by the laws and regulations and the CSRC.

	The repurchase of the shares of the Company arising from the circumstances provided under items (3), (5) and (6) of the first paragraph of Article 26 of these Articles of Association shall be carried out by way of open and centralized trading.
Article 28	The purchase of the shares of the Company arising from the circumstances provided under items (1) and (2) of the first paragraph of Article 26 of the Articles of Association shall be made by the resolution of the shareholders' meeting; the purchase of the shares of the Company arising from the circumstances provided under items (3), (5) and (6) of the first paragraph of Article 26 of the Articles of Association may be made by the resolutions of the board of directors in a board meeting where more than two-thirds (2/3) of directors are attending under the provisions of the Articles of Association or the authorization granted at the shareholders' meeting.
	After the purchase of the shares of the Company according to the provision of Article 26, the shares shall be cancelled within 10 days from the date of purchase under the circumstance of the item (1) of the first paragraph; the shares shall be transferred or cancelled within 6 months under the circumstances of items (2) and (4) of the first paragraph; the total number of shares then held by the Company shall not exceed ten percent of the total number of its issued shares and the shares so purchased shall be transferred or cancelled within 3 years under the circumstances of items (3), (5) and (6) of the first paragraph.
	If it is otherwise provided for the repurchase and cancellation of shares under the relevant rules of the regulatory authorities and stock exchanges of the jurisdictions where the shares of the Company are listed, such requirements shall prevail.
	The aggregate par value of the cancelled shares shall be deducted from the Company's registered share capital.

Article 29	Unless otherwise provided in laws, regulations and other regulatory documents, the shares of the Company shall be transferrable in accordance with laws.
Article 30	The Company shall not accept its own shares as the subject matter of a pledge.
Article 31	The shares issued before the Company's public offering of shares shall not be transferred within one year from the date on which the shares of the Company are listed and traded on a stock exchange.

	The directors and senior officers of the Company shall report to the Company the shares of the Company held by him/her and the changes thereof. During the term of his/her office as determined when he/she takes office, the shares transferred by him/her each year shall not exceed 25% of the total shares of the Company that he/she holds. The shares of the Company held by the aforesaid persons shall not be transferred within one year from the date on which the shares of the Company are listed and traded on a stock exchange. The aforesaid persons shall not transfer the shares of the Company that he/she holds within half a year after leaving his/her office.
Article 32	Should a shareholder, director or senior officer holding 5% or more of the Company's shares sells his/her shares in the Company or other securities of equity nature within 6 months from the date of purchase of the same, or repurchase the shares within 6 months from the date of selling the same, the profits derived from such activities shall be vested in the Company. The board of directors of the Company shall recover from the aforementioned parties the gains derived therefrom, except where a securities company holding 5% or more of the shares as a result of its purchase of remaining shares after sold under an underwriting obligation, and otherwise required by the CSRC.
	Shares or other securities of equity nature held by directors, senior officers and natural person shareholders referred to in the preceding paragraph include shares or other securities of equity nature held by their spouses, parents, children and under accounts of other persons.
	Should the Company's board of directors not comply with the provision set forth in the first paragraph of this Article and act accordingly, the shareholders shall have the right to request the board of directors to duly act in accordance with the same within 30 days. Should the Company's board of directors not act in accordance with the same within the aforementioned period, the shareholders shall have the right to initiate proceedings at a People's Court directly in his/her own name for the interests of the Company.
	Should the Company's board of directors not comply with the provision set out in the first paragraph of this Article and act accordingly, the responsible directors shall assume joint liabilities in accordance with the laws.

Article 33	Share certificates of the Company shall be in registered form.
	The share certificate of the Company shall contain the following main particulars:
	(1) the name of the Company; (2) the date of registration and incorporation of the Company; (3) the class of shares, par value and number of shares it represents; (4) the share certificate number; (5) other matters required to be stated therein by the Company Law and the stock exchange(s) on which the Company's shares are listed.
Article 34	Share certificates of the Company may be assigned, given as a gift, inherited or pledged in accordance with relevant provisions of laws, administrative regulations and these Articles of Association, and relevant registration shall be carried out with the share registration institution authorized by the Company.
Article 35	Share certificates of the Company shall be signed by the legal representative of the Company's board of directors. Where the stock exchange(s) on which the Company's shares are listed require other senior officer(s) of the Company to sign on the share certificates, the share certificates shall also be signed by such senior officer(s). The share certificates shall take effect after being affixed with the seal of the Company (including the seal of the Company especially for securities). The share certificate shall be affixed with the seal of the Company or the seal of the Company especially for securities under the authorization of the board of directors. The signatures of the Chairman of the board of directors or other senior officer(s) of the Company may be in printed form. Subject to the conditions of paperless offering and trading of the shares of the Company, the laws and rules otherwise provided by the regulatory authorities of the jurisdictions where the shares of the Company are listed are applicable.
Article 36	The Company keeps a register of shareholders which shall be sufficient evidence of the shareholders' shareholdings in the Company.

Article 37	The Company may, in accordance with the mutual understanding and agreements made between the securities authority of the State Council and overseas securities regulatory organisations, maintain the register of shareholders of Overseas-Listed Foreign Shares overseas and appoint overseas agent(s) to manage such register of shareholders. The original register for holders of Overseas-Listed Foreign Shares listed in Hong Kong shall be maintained in Hong Kong.
	A duplicate register of shareholders for the holders of Overseas-Listed Foreign Shares shall be maintained at the Company's residence. The appointed overseas agent(s) shall ensure consistency between the original and the duplicate register of shareholders at all times.
	If there is any inconsistency between the original and the duplicate register of shareholders for the holders of Overseas-Listed Foreign Shares, the original register of shareholders shall prevail.
Article 38	The Company shall have a complete register of shareholders, which shall comprise the following parts:
	(1) the register of shareholders which is maintained at the Company's residence (other than those share registers which are described in sub- paragraphs (2) and (3) of this Article); (2) the register of shareholders in respect of the holders of Overseas-Listed Foreign Shares of the Company which is maintained in the same place as the overseas stock exchange on which the shares are listed; and (3) the register of shareholders which are maintained in such other place as the board of directors may consider necessary for the purposes of the listing of the Company's shares.
Article 39	Different parts of the register of shareholders shall not overlap. No transfer of any shares registered in any part of the register shall, during the continuance of that registration, be registered in any other part of the register.
	Any change or correction to various parts of the register of shareholders shall be carried out in accordance with the law of the place where such parts of the register of shareholders are maintained.

Article 40	The transfer of Overseas-Listed Foreign Shares in the Company listed in Hong Kong shall be carried out in writing through transfer instruments in normal or ordinary form or in the form acceptable to the board of directors; and such transfer instrument can be signed only under hand or affixed with the seal of the Company (if the transferor or transferee is the Company). If the transferor or transferee is a securities clearing institution (or its attorney) recognised by the applicable listing rules or other relevant securities laws and regulations, signed under hand or signed in printed mechanical form. All the transfer instruments shall be maintained at the legal address of the Company or another place as designated by the board of directors.
	All Overseas-Listed Foreign Shares listed in Hong Kong, which have been fully paid-up, may be freely transferred in accordance with the Articles of Association. However, unless such transfer complies with the following requirements, the board of directors may refuse to recognise any instrument of transfer and would not need to provide any reason therefore:
	(1) a fee of HK$2.50 per instrument of transfer or such higher amount agreed from time to time by the Stock Exchange for registration of the instrument of transfer and other documents relating to the right of ownership of the shares; (2) the instrument of transfer only relates to Foreign-Listed Foreign Shares listed in Hong Kong; (3) the stamp duty which is chargeable on the instrument of transfer has already been paid; (4) the relevant share certificate(s) and any other evidence which the board of directors may reasonably require to show that the transferor has the right to transfer the shares have been provided; (5) if it is intended that the shares be transferred to joint owners, the maximum number of joint owners shall not be more than four (4); (6) the Company does not have any lien on the relevant shares.
	If the Company refuses to register a transfer of shares, the Company shall issue to the transferor and transferee a notice regarding such decision within 2 months starting from the date of formal application for transfer of shares.

Article 41	Where provisions of laws, administrative regulations, other directives and the relevant stock exchanges or regulatory authorities of the jurisdictions where the shares of the Company are listed governing the period of closure of register of members before convening the shareholders' meeting or the record date for determining the distribution of dividends of the Company, such requirements shall prevail.
Article 42	Any person aggrieved and claiming to be entitled to have his name (title) entered in or removed from the register of shareholders may apply to a court of competent jurisdiction for rectification of the register.
Article 43	Any person who is a registered shareholder or who claims to be entitled to have his name (title) entered in the register of shareholders in respect of shares in the Company may, if his share certificate (the "original certificate") relating to the shares is lost, apply to the Company for a replacement share certificate in respect of such shares (the "Relevant Shares").
	Application by a holder of A Shares, who has lost his share certificate, for a replacement share certificate shall be dealt with in accordance with Article 164 of the Company Law.
	Application by a holder of Overseas-Listed Foreign Shares, who has lost his share certificate, for a replacement share certificate may be dealt with in accordance with the law of the place where the original register of shareholders of holders of Overseas-Listed Foreign Shares is maintained, the rules of the stock exchange or other relevant regulations.
	The issue of a replacement share certificate to a holder of H Shares, who has lost his share certificate, shall comply with the following requirements:
	(1) The applicant shall submit an application to the Company in a prescribed form accompanied by a notarial certificate or a statutory declaration, stating the grounds upon which the application is made, the circumstances and evidence of the loss; and declaring that no other person is entitled to have his name entered in the register of shareholders in respect of the Relevant Shares. (2) The Company has not received any declaration made by any person other than the applicant declaring that his name shall be entered into the register of shareholders in respect of such shares before it decides to issue a replacement share certificate to the applicant.

Article 44	A shareholder of the Company is a person who lawfully holds shares in the Company and whose name (title) is entered in the register of shareholders.
	A shareholder shall enjoy rights and assume obligations according to the class and amount of shares held by him; shareholders who hold shares of the same class shall enjoy the same rights and assume the same obligations.

	In the case of the joint shareholders, if one of the joint shareholders is deceased, only the other existing shareholder of the joint shareholders shall be deemed as the persons who have the ownership of the relevant shares. But the board of directors has the power to require them to provide a certificate of death as necessary for the purpose of modifying the register of shareholders. Only the joint shareholders ranking first in the register of shareholders have the right to accept certificates of the relevant shares, receive notices of the Company, attend and vote at shareholders' meetings of the Company. Any notice that is delivered to the aforesaid shareholder shall be considered as delivered to all the joint shareholders of the relevant shares.
Article 45	When the Company intends to convene a shareholders' meeting, distribute dividends, liquidate and engage in other activities that involve determination of shareholding, the board of directors or the convener of the shareholders' meeting shall decide on a date for the record of shareholding. Shareholders whose names are registered on the share register after the closing of the market on such date shall be the Company's shareholders with the entitlement to the relevant rights. Should the Articles of Association have contrary requirements, the Company shall comply with such requirements.
Article 46	Holders of the ordinary shares of the Company shall enjoy the following rights:
	(1) the right to receive dividends and other distributions in proportion to the number of shares held; (2) the right to request to convene, convene, preside over, attend or appoint a proxy to attend shareholders' meetings and to speak and vote thereat in proportion to the number of shares in their possession pursuant to the laws; (3) the right of supervisory management over the Company's business operations and the right to present proposals or to raise queries; (4) the right to transfer, donate or pledge the shares in their possession in accordance with laws, administrative regulations and provisions of the Articles of Association; (5) the right to inspect and copy the Articles of Association, register of shareholders, minutes of shareholders' meetings, resolutions of the board of directors, and financial and accounting report, shareholders who meet the requirements may inspect the Company's accounting books and accounting vouchers;

	(6) in the event of the termination or liquidation of the Company, the right to participate in the distribution of surplus assets of the Company in accordance with the number of shares held; (7) With respect to shareholders who vote against any resolution adopted at the shareholders' meeting on the merger or demerger of the Company, the right to request the Company to acquire their shares; (8) other rights conferred by laws, administrative regulations, departmental rules and regulations and the Articles of Association of the Company.
	Where shareholders request for inspection and duplication of the relevant information or demand for materials as mentioned in the preceding paragraphs, they shall comply with the requirements of laws and regulations including the Company Law and the Articles of Association of the Company, and follow the procedural requirements of the Company.
	If shareholders who individually or aggregately hold more than 3 percent of the Company's shares for more than 180 consecutive days request to inspect the accounting books and accounting vouchers of the Company, they shall submit a written request to the Company stating the purpose. If the Company has reasonable grounds to believe that the shareholders' requests to inspect the accounting books and accounting vouchers are made for improper purposes and may impair the legitimate interests of the Company, it may reject the request for inspection.
	Shareholders and the accounting firm, law firm, or other intermediaries retained by them shall comply with the provisions of laws and administrative regulations on the protection of state secrets, trade secrets, personal privacy and personal information when inspecting and duplicating the relevant material.
Article 47	If the content of a resolution of the shareholders' meeting or the board of directors of the Company violates the laws or administrative regulations, the shareholders shall have the right to submit a petition to the People's Court to render the same invalid.

	If the procedures for convening or the method of voting at a shareholders' meeting or meeting of the board of directors violate the laws, administrative regulations or these Articles of Association, or the contents of a resolution violate these Articles of Association, the shareholders shall have the right to submit a petition to the People's Court to revoke the same within sixty (60) days from the date on which such resolution is passed, unless there is only a slight defect in the procedure of convening or the method of voting at the shareholders' meeting or the meeting of the board of directors which has no substantive impact on the resolution.
	Where the board of directors, shareholders and other stakeholders have disputes over the validity of a resolution of a shareholders' meeting, they shall promptly file a lawsuit with the People's Court. Before the People's Court makes a judgement or ruling, the stakeholders shall execute the resolution of the shareholders' meeting. The Company, directors and senior officers shall perform their duties diligently to ensure the normal operation of the Company.
	Where the People's Court makes a judgement or ruling on the relevant matter, the Company shall fulfil its obligation to disclose information in accordance with the laws, administrative regulations, and the requirements of the CSRC and the stock exchanges to fully explain the impact, and actively co-operate with the enforcement of the judgement or ruling after it has come into effect. Where corrections to prior events are involved, they shall be handled in a timely manner and the corresponding information disclosure obligations shall be fulfilled.
Article 48	Any director or senior officer who, when performing their duties in the Company, violates the laws, administrative regulations, or the provisions contained in these Articles of Association resulting in causing losses to the Company, the shareholders individually or jointly holding 1% or more of the shares of the Company for 180 consecutive days or more shall have the right pursuant to applicable laws, regulations and other normative documents to request in writing the relevant bodies to initiate proceedings at a People's Court. If the relevant bodies refuse to initiate proceedings, or fail to initiate such proceedings, or in case of emergency where failure to initiate such proceedings immediately will result in irreparable damage to the Company's interests, the shareholders described in the preceding paragraph shall have the right to initiate proceedings at a People's Court directly in their own names in the interest of the Company.
	If any person infringes the lawful rights and interests of the Company, thus causing any losses to the Company, the shareholders described in the first paragraph of this Article may initiate proceedings at a People's Court in accordance with the provisions of the preceding two paragraphs.

Article 49	If any director or senior officer violates the laws, administrative regulations or these Articles of Association resulting in causing harm to the interests of the shareholders, the shareholders may initiate proceedings at a People's Court.
Article 50	The ordinary shareholders of the Company shall assume the following obligations:
	(1) to comply with the Articles of Association; (2) to pay subscription price according to the number of shares subscribed and the method of subscription; (3) unless otherwise provided for by the laws and regulations, not to withdraw their share capital; (4) not to abuse the rights of the shareholders to impair the interests of the Company or other shareholders; not to abuse the independent legal person status of the Company and the enjoyment of limited liabilities of the shareholders to impair the Company's creditors interest. Should the Company's shareholders abuse their shareholder's rights and cause losses to the Company or other shareholders, the said shareholders shall be liable for damages pursuant to the law. Should the Company's shareholders abuse the Company's independent legal person status and the enjoyment of limited liabilities of the shareholders to evade debt liabilities, resulting in materially impairing the interests of the Company's creditors, the said shareholders shall bear joint and several liabilities to the Company's debts; (5) other obligations imposed by laws, administrative regulations and the Articles of Association.
	Shareholders are not liable to make any further contribution to the share capital other than according to the terms which were agreed by the subscriber of the relevant shares at the time of subscription.
Article 51	The controlling shareholders and de facto controller of the Company shall exercise their rights and fulfil their obligations in accordance with laws, administrative regulations, and the requirements of the CSRC and the stock exchanges to safeguard the interests of the Company.

Article 52	Where a controlling shareholder or de facto controller pledges the shares of the Company that he/she holds or effectively controls, he/she shall maintain control of the Company and the stability of its production and operation.
	Where a controlling shareholder or de facto controller transfers the shares of the Company held by him/her, he/she shall comply with the restrictive provisions on the transfer of shares set out in laws, administrative regulations, the regulations of the CSRC and stock exchanges, as well as its undertakings in respect of restrictions on the transfer of shares.

	(10) to consider the material purchase and sale of assets in excess of 30 percent of the most recent audited total assets of the Company during the year; (11) to consider and approve the variation of use of proceeds; (12) to consider the shares incentive program and employee share ownership plan; (13) to decide on other matters which, according to laws, administrative regulations, other regulatory documents and the Articles of Association, need to be approved by the shareholders' meeting.
Article 54	The shareholders' meeting may authorize the board of directors to resolve on matters such as the issuance of Company's shares and bonds in accordance with laws, administrative regulations, departmental rules and listing rules of securities. If the shareholders' meeting authorizes the board of directors to decide on the issuance of new shares, the board resolution must be approved by more than two-thirds of all directors.
	If the board of directors decides to issue shares under the authorization which results in changes to the Company's registered capital or the number of issued shares, the corresponding amendments to the Company's Articles of Association do not need to be approved by the shareholders' meeting.
Article 55	Any matters in relation to the provision of guarantee in favour of third parties by the Company shall be approved by the board of directors. The following matters relating to the provision of guarantee shall be submitted to the shareholders' meetings for examination and approval after the same have been considered by the board of directors:
	(1) Any guarantee to be provided by the Company and its controlling subsidiaries, with the total amount of the guarantee provided in favour of third parties that exceeds 50 percent of the most recent audited net assets; (2) any guarantee provided by the Company in favour of third parties with the total amount of the guarantee exceeds 30 percent of the most recent audited total assets; (3) any guarantee provided by the Company within one year with the amount of guarantee exceeds 30 percent of the most recent audited total assets; (4) guarantees to be provided in favour of an entity which is subject to a gearing ratio of over 70 percent;

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	(5) any single guarantee with an amount which exceeds 10 percent of the most recent audited net asset value; (6) guarantees to be provided in favour of any shareholder, person who exercises effective control over the Company and its affiliates; (7) matters relating to the provision of guarantee that need to be submitted to the shareholders' meeting for examination and approval as required by other laws and regulations and the Articles of Association of the Company.
	If a director or senior officer personnel commits any act in breach of the provisions governing the authority in respect of the examination and approval of, and the examination procedures in relation to, the provision of guarantee in favour of a third party under the laws, administrative regulations or the Articles of Association of the Company, which results in causing the Company to suffer from loss, such director or senior officer personnel shall be liable for indemnity and the Company may bring an action against the same in accordance with the law.
Article 56	Save as otherwise provided in the laws, administrative regulations, departmental rules and listing rules of securities, the duties and powers of the shareholders' meeting shall not be exercised by the board of directors or other institutions and individuals on its behalf by way of authorization. When necessary or under reasonable circumstances, the shareholders' meeting may authorize the board of directors to make a decision within its scope of authorization granted at a shareholders' meeting on specific issues which are related to matters to be resolved at the shareholders' meeting but cannot be determined immediately at the shareholders' meeting.
	With respect to granting authorization to the board of directors at the shareholders' meeting, if a matter for authorization is the matter subject to an ordinary resolution, such authorization shall be adopted by more than half of the voting rights held by shareholders (including their agents) attending the shareholders' meeting; if a matter for authorization is the matter subject to special resolution, such authorization shall be adopted by more than two-thirds (2/3) of the voting rights held by shareholders (including their agents) attending the shareholders' meeting. The content of the scope of authorization shall be clear and specific.

Article 57	Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual shareholders' meetings shall be convened once every year and shall be held within 6 months from the end of the preceding financial year. Meeting venues shall be fixed for the shareholders' meetings, and the shareholders' meetings shall be convened in the on-site conference mode. The Company also provides online voting manner and/or other electronic communication options for the convenience of shareholders. Shareholders are deemed to be attending the shareholders' meetings in the aforesaid manners and forms.
	The Company shall convene an extraordinary shareholders' meeting within 2 months of the date of occurrence of any one of the following events:
	(1) where the number of directors is less than the number stipulated in the Company Law or two-thirds of the number specified in the Articles of Association; (2) where the unrecovered losses of the Company amount to one-third of the total amount of its share capital; (3) where shareholders who separately or jointly holds more than 10 percent of the total Company's shares make such request in writing; (4) whenever the board of directors deems necessary; (5) when the audit and risk management committee (the supervision committee) proposes to convene such meeting; (6) under other conditions as provided for by the laws, administrative regulations, departmental rules and regulations or the Articles of Association.
	The shareholding mentioned in sub-paragraph (3) above shall be calculated from the date on which a shareholder submits his/her request in writing.
Article 58	The board of directors shall convene a shareholders' meeting within the time limit as stipulated by laws, regulations and the Articles of Association.

	Should the audit and risk management committee (the supervision committee) agree to convene the meeting, it shall issue a notice for convening the meeting within 5 days upon receipt of the said request. Prior approval for making amendment to the original proposal contained in the notice shall be obtained from the original proposer.
	Should the audit and risk management committee (the supervision committee) not issue a notice for the meeting within the stipulated period, the audit and risk management committee (the supervision committee) shall be deemed to not convene and preside over such meeting and shareholders who separately or jointly hold 10 percent or more of the Company's shares for a consecutive 90 days or more may convene and preside over the said meeting themselves.
	Should the audit and risk management committee (the supervision committee) or the shareholders convene and hold a meeting by itself/themselves pursuant to the preceding paragraphs, it/they shall inform the board of directors in writing, and file the same with the relevant stock exchanges of the jurisdictions where the shares are listed in accordance with the applicable listing rules of securities. The audit and risk management committee (the supervision committee) or the convening shareholders shall submit relevant evidence to the stock exchanges upon the issuance of the notice of the shareholders' meeting and the announcement of the resolutions of the shareholders' meeting. Prior to the announcement of the resolutions of the shareholders' meeting, the shareholding ratio of the convening shareholders shall not be less than 10 percent.
	The board of directors and the secretary to the board of directors shall provide assistance in connection with the shareholders' meeting convened by the audit and risk management committee (the supervision committee) or the convening shareholders on their own. The board of directors shall provide the share register. The Company shall bear all reasonable costs incurred by the meeting.
Article 59	Where the Company convenes a shareholders' meeting, the board of directors, the audit and risk management committee (the supervision committee) and shareholders who separately or jointly hold 1 percent or more of the shares of the Company may submit proposals to the Company.

	Shareholders who hold, separately or jointly, more than 1 percent of the Company's shares can propose an extraordinary resolution in writing to the convenor 10 days prior to the shareholders' meeting. Within 2 days after the receipt of the extraordinary resolution, the convenor shall issue a supplementary notice of the shareholders' meeting to announce the content of the extraordinary resolution, and submit the same to the shareholders' meeting for consideration, unless the extraordinary resolution violates the laws, administrative regulations or provisions of the Articles of Association, or does not fall within the terms of reference of the shareholders' meeting. If it is otherwise provided for under the listing rules of securities, such requirements shall also be complied with.
	With the exception of conditions mentioned above, the convener shall neither amend the proposals specified on the notice of the shareholders' meeting, nor add any new proposals after the issuance of the notice of the shareholders' meeting.
Article 60	Matters for discussion and determination at a shareholder's meeting shall be determined in accordance with the scope of authority of the shareholders' meeting as prescribed under the laws, administrative regulations and the Articles of Association.
	Issues not specified in the notice as provided for in Article 62 and Article 59 of the Articles of Association or proposals which do not conform with the requirements contained in Article 61 of the Articles of Association shall not be voted and resolved at the shareholders' meetings.
Article 61	Motions tabled at the shareholders' meeting shall be the specific proposals relating to matters which should be discussed at shareholders' meeting. Motions tabled at a shareholders' meeting shall fulfil the following conditions:
	(1) the content of such motions shall not contravene the requirements stipulated in the laws and regulations as well as in the Articles of Association and shall fall within the scope of business of the Company and within the functions and powers of the shareholders' meeting; (2) there shall also have a clear topic for discussion and specific issues for resolution; (3) all motions shall be presented to or served on the convenor in writing.

Article 62	Where the Company convenes an annual shareholders' meeting, a written notice of the meeting shall be given to the shareholders entitled to attend this shareholders' meeting 20 days prior to the date of the meeting. Where the Company convenes an extraordinary shareholders' meeting, a written notice of the meeting shall be given to the shareholders entitled to attend this shareholders' meeting 15 days prior to the date of the meeting.
	If it is otherwise provided in the laws, administrative regulations, other regulatory documents and the securities regulatory authorities or stock exchanges in the jurisdictions where the shares of the Company are listed, such requirements shall prevail.
Article 63	The notice of a shareholder's meeting shall include the following information:
	(1) the time, the venue and the duration of the meeting; (2) matters and proposals submitted to the meeting for consideration; (3) contain a conspicuous statement that: all shareholders are entitled to attend the shareholders' meeting, and may appoint proxies in writing to attend the meeting and vote on their behalf. A proxy need not be a shareholder of the Company; (4) the record date of shareholding for determining the entitlement of shareholders to attend the shareholders' meeting; (5) the name and telephone number of the standing contact person for meeting affairs; (6) the voting time and voting procedures for online voting or other means of voting.
Article 64	In the event that the election of directors is to be discussed at a shareholders' meeting, the notice of the shareholders' meeting shall fully disclose the details of candidates for the directors in accordance with the relevant requirements.
Article 65	Notice of shareholders' meeting shall be served on the shareholders (whether or not such shareholder is entitled to vote at the shareholders' meeting), by way of announcement or other ways provided in Article 215. Where a notice is served by way of announcement, upon the publication of such announcement, all relevant persons shall be deemed to have received the notice.

Article 66	When notice of a shareholders' meeting is dispatched, the shareholders' meeting shall not be postponed or cancelled without proper reasons and the proposals stated in the notice of the shareholders' meeting shall not be cancelled. In the event that the shareholders' meeting is postponed or cancelled, the convener shall make an announcement at least two business days prior to the originally scheduled date of convening the shareholders' meeting and expatiate on the reasons.
Article 67	All ordinary shareholders registered on the record date of shareholding or their proxies shall be entitled to attend the shareholders' meeting and exercise their voting rights in accordance with the relevant laws, regulations and these Articles of Association.
Article 68	Shareholders may attend the shareholders' meeting in person or appoint a proxy (whether or not such person is a shareholder) to attend and vote on their behalf.
	If the shareholder is the recognized clearing house defined by the applicable listing rules or other securities laws and regulations, such shareholder is entitled to appoint one or more persons as his proxies to attend on his behalf at a shareholders' meeting, but, if one or more persons have such authority, the letter of authorization shall contain the number and class of the shares in connection with such authorization. Such person can exercise rights equivalent to the rights of other shareholders of the Company on behalf of the recognized clearing house (or its attorney), including the right to speak and to vote.
Article 69	The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or under the hand of a director or a duly authorized attorney. The letter of authorization shall contain the number of the shares to be represented by the attorney. The letter of authorization shall specify the number of shares to be represented by the attorney. If several persons are authorized as the attorney of the shareholder, the letter of authorization shall specify the number of shares to be represented by each attorney.
Article 70	If the instrument appointing a voting proxy is signed by a person under a power of attorney on behalf of the appointor, such power of attorney or other authority shall be notarially certified. A notary certified copy of that power of attorney or other authority shall, together with the instrument appointing the voting proxy, be deposited at the premises of the Company or at such other place as is specified for that purpose in the notice convening the meeting.

	If the appointor is a legal person, its legal representative or such person as is authorized by resolution of its board of directors or other governing body may attend any meeting of shareholders of the Company as a representative of the appointor.
Article 71	The authorization letter issued by shareholders to appoint other persons to attend the shareholders' meeting shall clearly state the followings:
	(1) the name of the principal and the class and number of the shares of the Company held by him/her; (2) the name of the proxy; (3) the specific instruction of the shareholder, including the directive to vote "for", "against" or "abstain" for each resolution in the agenda of the shareholders' meeting; (4) date of signing the proxy form and the effective period; (5) signature (or seal) of the principal. If the principal is a corporate shareholder, the seal of the corporate shall be affixed.
	Such a form shall contain a statement that, in the absence of specific instructions from the shareholder, specifies whether the proxy may vote as he thinks fit.
Article 72	If an individual shareholder attends the meeting in person, he/she shall present his/her identity card or other valid documents or certificates showing his/her identity. A proxy attending the meeting shall present his/her own identification documents and the shareholders' power of attorney.
	Legal person shareholders shall be represented at the meeting by the legal representative or the proxy appointed by the legal representative. If the legal representative attends the meeting, he/she shall present his/her identity card and a valid certificate proving his/her qualification as a legal representative. The proxy attending the meeting shall present his/her own identification documents and the power of attorney in written form issued by the legal representative of the legal person shareholders in accordance with laws. If a person is authorized by resolution to attend the shareholders' meeting upon resolutions at the board of directors of a legal person shareholder or other decision making authority, such person shall present his/her own identification documents and the written authorization issued upon resolution by the board of directors of the legal person shareholder or other decision making authority with the legal person seal affixed thereon.

Article 73	The Company's board of directors, independent directors, shareholders who hold 1 percent or more of shares with voting rights or investor protection institutions established in accordance with laws and regulations may solicit voting rights from shareholders publicly. Information including the specific voting intention shall be fully disclosed to the shareholders from whom the voting rights are being solicited. Consideration or de facto consideration for soliciting shareholders' voting rights is prohibited. Except for statutory conditions, the Company shall not impose any minimum shareholding limitation for soliciting voting rights.
Article 74	The Chairman of the board of directors shall preside over and chair every shareholders' meeting. If the Chairman is unable to or does not perform his/her duties, the vice-chairman of the board of directors shall preside over and chair the meeting. If the vice-chairman of the board of directors is unable to or does not perform his/her duties, a director jointly elected by more than half of the number of directors shall preside over and chair the meeting. If more than half of the number of directors are unable to elect a director to preside over and chair the meeting, then shareholders attending the meeting may elect one (1) person to act as the chairman of the meeting. If for any reason, the shareholders fail to elect a chairman, then the shareholder (including a proxy) holding the largest number of shares carrying the right to vote thereat shall be the chairman of the meeting.
	A shareholders' meeting convened by the audit and risk management committee (the supervision committee) on their own shall be presided by the convenor of the audit and risk management committee (the supervision committee). If the convenor of the audit and risk management committee (the supervision committee) is unable to or does not perform his/her duties, a member of the audit and risk management committee (the supervision committee) jointly elected by more than half of the members of the audit and risk management committee (the supervision committee) shall preside over the said meeting.
	Where the shareholders' meeting is convened by the shareholders on their own, the convener shall elect a representative to preside over the meeting.
	When convening a shareholders' meeting, should the chairman of the meeting violates the rules and procedures, resulting that the shareholders' meeting becomes unable to proceed, a person may, subject to the consent of more than half of the number of shareholders with voting rights attending the meeting at the scene, be elected at the shareholders' meeting to act as the chairman of the shareholders' meeting such that the meeting may be continued.

Article 75	At the annual shareholders' meeting, the board of directors shall report to the shareholders' meeting on their respective work over the past year.
Article 76	Prior to voting, the chairman of the meeting shall announce the number of shareholders and proxies attending the meeting and the total number of voting shares held by them. The number of shareholders and proxies attending the meeting and the total number of voting shares held by them shall be subject to registration of the meeting.
Article 77	The convener shall ensure that the shareholders' meeting is held continuously until a final resolution is formed. If the shareholders' meeting is suspended or no resolution can be made due to force majeure and other special reasons, necessary measures shall be taken to resume the shareholders' meeting as soon as possible or to terminate this shareholders' meeting directly, and an announcement shall be made promptly. At the same time, the convener shall report to the local office of the CSRC and the stock exchange in the locality of the Company.
Article 78	Resolutions of shareholders' meetings shall be divided into ordinary resolutions and special resolutions.
	An ordinary resolution must be passed by votes representing more than half of the voting rights represented by the shareholders (including proxies) attending the shareholders' meeting.
	A special resolution must be passed by votes representing more than two-thirds of the voting rights represented by the shareholders (including proxies) attending the shareholders' meeting.
Article 79	A shareholder (including a proxy), when voting at a shareholders' meeting, may exercise such voting rights as are attached to the number of voting shares which he represents. Except provided for the election of directors in laws, administrative regulations and the Articles of Association in connection with the adoption of the cumulative voting system, each share shall have one (1) vote.
	Where material issues affecting the interests of small and medium investors are being considered in the shareholders' meeting, the votes by small and medium investors shall be counted separately. The separate counting results shall be disclosed to the public in a timely manner.
	The shares held by the Company itself shall have no voting rights and shall not be counted towards the total number of voting shares attending the shareholders' meeting.

	If a shareholder buys voting shares of the Company in violation of the provisions of Article 63 (1) and (2) of the Securities Law, such shares in excess of the prescribed proportion are not entitled to exercise voting rights for a period of thirty-six (36) months after the purchase, and shall not be counted towards the total number of voting shares attending the shareholders' meeting.
Article 80	In the course of considering matters relating to connected transactions at a shareholders' meeting, the connected shareholders shall abstain from voting. The number of shares carrying the voting rights held by such shareholders shall be excluded from the total number of valid votes. The voting result of the non-connected shareholders shall be fully disclosed in the announcement of the resolution of the shareholders' meeting.
	The said connected shareholders means the following shareholders: shareholders who are connected parties or, in case of non-connected parties, persons who have material interests in transactions pending for resolution or their associates pursuant to the applicable securities listing rules as amended from time to time.
Article 81	Unless the Company is in a crisis or other special circumstances, it shall not, without approval by a special resolution at a shareholders' meeting, enter into a contract to handover all or material business management of the Company to a person other than a director or senior officer.
Article 82	Except for the cumulative voting system, the shareholders' meeting shall vote on all proposals one by one, and if there are different proposals on the same matter, they shall be voted in chronological order in which the proposals are made. Except for force majeure and other special reasons that cause the shareholders' meeting to be suspended or unable to come to resolution, the shareholders' meeting shall not set aside the proposals or withhold from voting.
Article 83	When a proposal is considered at a shareholders' meeting, no amendment shall be made to the proposal, otherwise, the relevant change shall be regarded as a new proposal and cannot be voted on at this shareholders' meeting.
Article 84	Each voting right shall be exercised either at the meeting, by online voting or any of other available means. In case of repeated voting on the same voting right, the result of the first vote shall prevail.