/s/ Wang Jian

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

(1)   to decide on the Company’s operational policies and investment plans;

(1)   to decide on the Company’s operational policies and investment plans;

(2)   to elect and replace directors and decide on matters relating to the remuneration of directors;

(2)   to elect and replace directors (excluding employee representative directors) and decide on matters relating to the remuneration of directors;

(3)   to elect and replace the supervisors who are representatives of shareholders and decide on matters relating to the remuneration of supervisors;

(3)   to elect and replace the supervisors who are representatives of shareholders and decide on matters relating to the remuneration of supervisors;

(4)   to examine and approve reports of the board of directors;

(4)   to examine and approve reports of the board of directors;

(5)   to examine and approve reports of the supervisory committee;

(5)   to examine and approve reports of the supervisory committee;

(6)   to examine and approve the Company’s proposed annual preliminary and final financial budgets;

(6)   to examine and approve the Company’s proposed annual preliminary and final financial budgets;

(7)   to examine and approve the Company’s profit distribution plans and plans for making up losses;

(7)   to examine and approve the Company’s profit distribution plans and plans for making up losses;

(8)   to decide on increases or reductions in the Company registered capital;

(8)   to decide on increases or reductions in the Company registered capital;

(9)   to decide on matters such as merger, division, change in company form, dissolution and liquidation of the Company;

(9)   to decide on matters such as merger, division, change in company form, dissolution and liquidation of the Company;

(10)  to decide on the issue of debentures by the Company;

(10)  to decide on the issue of debentures by the Company;

(11)  to decide on the appointment, dismissal and disengagement of the accountants of the Company;

(11)  to decide on the appointment, dismissal and disengagement of the accountants of the Company;

(12)  to amend these articles of association;

(12)  to amend these articles of association;

(13)  to consider motions raised by shareholders who represent 3 per cent or more of the total shares of the Company carrying the right to vote;

(13)  to consider motions raised by shareholders who represent 3 per cent or more of the total shares of the Company carrying the right to vote;

(14)  to decide on other matters which require resolutions of the shareholders in general meeting according to relevant laws, administrative regulations and provisions of these articles of association;

(14)  to decide on other matters which require resolutions of the shareholders in general meeting according to relevant laws, administrative regulations and provisions of these articles of association;

(15)  to decide on matters which the board of directors may be delegated or authorized to deal with by the shareholders in general meeting.

(15)  to decide on matters which the board of directors may be delegated or authorized to deal with by the shareholders in general meeting.

The Chairman and the Vice-chairman shall be elected and removed by more than one half of all the members of the board of directors. The term of office of each of the chairman and the Vice-chairman is three (3) years, renewable upon re-election.

The Shareholders’ general meeting may by ordinary resolution remove any director before the expiration of his term of office (but without prejudice to such director’s right to claim damages based on any contract) on the condition that all the relevant laws and administrative regulations are fully complied with. The Directors shall not be required to hold shares of the Company.

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(1)   any substantial shareholders or actual controlling person of the Company; or

(1)   any substantial shareholders or actual controlling person of the Company; or

(2)   any interested entity or individual of the Company or any of its substantial shareholders or actual controlling persons.

(2)   any interested entity or individual of the Company or any of its substantial shareholders or actual controlling persons.

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Article 107 (H) Matters requiring the involvement of employee representative directors can generally be divided into two categories: matters requiring board resolutions; and matters requiring reporting to the board.

(1)   Matters requiring board resolutions: mainly include the enactment and amendment of basic management policy involving employee fundamental interests such as the Company’s labour, remuneration policy, labour protection, rest days and holidays, safety and operation, training, education and welfare etc.

(2)   Matters requiring reporting to the board: mainly include claims, comments and suggestions regarding employee democratic governance and democratic oversight and relevant claims and comments or the issues of tendency involving employees’ interests.

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Article 132 Subject to Article 53, a director (excluding employee representative director), supervisor, general manager, deputy general manager or other senior administrative officer of the Company may be relieved of liability for specific breaches of his duty by the informed consent of shareholders given at a general meeting.

(1)   to decide on the Company’s operational policies and investment plans;

(1)   to decide on the Company’s operational policies and investment plans;

(2)   to elect and replace directors and decide on matters relating to the remuneration of directors;

(2)   to elect and replace directors (excluding employee representative directors) and decide on matters relating to the remuneration of directors;

(3)   to elect and replace the supervisors who are representatives of shareholders and decide on matters relating to the remuneration of supervisors;

(3)   to elect and replace the supervisors who are representatives of shareholders and decide on matters relating to the remuneration of supervisors;

(4)   to examine and approve reports of the board of directors;

(4)   to examine and approve reports of the board of directors;

(5)   to examine and approve reports of the supervisory committee;

(5)   to examine and approve reports of the supervisory committee;

(6)   to examine and approve the Company’s proposed annual preliminary and final financial budgets;

(6)   to examine and approve the Company’s proposed annual preliminary and final financial budgets;

(7)   to examine and approve the Company’s profit distribution plans and loss recovery plans;

(7)   to examine and approve the Company’s profit distribution plans and loss recovery plans;

(8)   to decide on increases or reductions in the Company’s registered capital;

(8)   to decide on increases or reductions in the Company’s registered capital;

(9)   to decide on matters such as merger, division, change in company form, dissolution and liquidation of the Company;

(9)   to decide on matters such as merger, division, change in company form, dissolution and liquidation of the Company;

(10)  to decide on the issue of debentures by the Company;

(10)  to decide on the issue of debentures by the Company;

(11)  to determine on matters of external guarantees in accordance with relevant provisions of the Articles of Association;

(11)  to determine on matters of external guarantees in accordance with relevant provisions of the Articles of Association;

(12)  to decide on the appointment, dismissal and disengagement of accounting firms of the Company;

(12)  to decide on the appointment, dismissal and disengagement of accounting firms of the Company;

(13)  to amend the Articles of Association;

(13)  to amend the Articles of Association;

(14)  to examine and approve any change in the use of funds raised;

(14)  to examine and approve any change in the use of funds raised;

(15)  to consider share option scheme;

(15)  to consider share option scheme;

(16)  to examine proposals raised by shareholders who represent 3 percent or more of the total shares of the Company carrying the right to vote;

(16)  to examine proposals raised by shareholders who represent 3 percent or more of the total shares of the Company carrying the right to vote;

(17)  to examine and approve the Company’s major acquisition, disposal, and replacement of assets (the standards shall be fixed in accordance with the rules of the stock exchange of the listing place);

(17)  to examine and approve the Company’s major acquisition, disposal, and replacement of assets (the standards shall be fixed in accordance with the rules of the stock exchange of the listing place);

(18)  to approve matters of the Company’s external guarantees;

(18)  to approve matters of the Company’s external guarantees;

(19)  to decide on other matters which need to be resolved by the shareholders’ general meeting according to relevant laws, administrative regulations and provisions of the Articles of Association.

(19)  to decide on other matters which need to be resolved by the shareholders’ general meeting according to relevant laws, administrative regulations and provisions of the Articles of Association.

2   Article 20 The list of candidates for directors and supervisors shall be proposed to the shareholders’ general meeting for voting. In the event that matters involving the election of directors and supervisors are to be considered at the shareholders’ general meeting, the notice of such shareholders’ general meeting shall fully disclose the detailed information of the candidates for such directors and supervisors, which shall at least include the following:

Article 20 The list of candidates for directors (excluding employee representative directors) and supervisors shall be proposed to the shareholders’ general meeting for voting. In the event that matters involving the election of directors (excluding employee representative directors) and supervisors are to be considered at the shareholders’ general meeting, the notice of such shareholders’ general meeting shall fully disclose the detailed information of the candidates for such directors (excluding employee representative directors) and supervisors, which shall at least include the following:

(1)   personal background including education background, work experience and part-time jobs;

(1)   personal background including education background, work experience and part-time jobs;

(2)   whether there is any connected relationship with the Company or its controlling shareholders and de facto controller;

(2)   whether there is any connected relationship with the Company or its controlling shareholders and de facto controller;

(3)   Amount of shareholdings held in the Company;

(3)   Amount of shareholdings held in the Company;

(4)   whether or not they have been penalized by the CSRC and other relevant authorities and stock exchange.

(4)   whether or not they have been penalized by the CSRC and other relevant authorities and stock exchange.

Apart from directors and supervisors elected through the cumulative voting system, each candidate of director or supervisor shall be individually proposed.

Apart from directors (excluding employee representative directors) and supervisors elected through the cumulative voting system, each candidate of director (excluding employee representative directors) or supervisor shall be individually proposed.

3   Article 28 After publication of the notice for shareholders’ general meeting in relation to directors and supervisors election by the Company, shareholders who hold or jointly hold 3% or more of the voting shares of the Company can propose candidates for director and supervisor before the shareholders’ general meeting, and submit to shareholders’ general meeting for consideration after the board of directors’ consideration and approval according to the procedure of revising proposals of shareholders’ general meeting.

Article 28 After publication of the notice for shareholders’ general meeting in relation to directors (excluding employee representative directors) and supervisors election by the Company, shareholders who hold or jointly hold 3% or more of the voting shares of the Company can propose candidates for director (excluding employee representative director) and supervisor before the shareholders’ general meeting, and submit to shareholders’ general meeting for consideration after the board of directors’ consideration and approval according to the procedure of revising proposals of shareholders’ general meeting.

4   Article 52 Directors will be elected at shareholders’ general meetings through cumulative voting. When directors are elected through cumulative voting at shareholders’ general meetings, the number of total votes that a shareholder of the Company can exercise is the product of the number of shares held by such shareholder, and the number of directors to be elected. A shareholder of the Company can give all his or her votes to one director candidate or divide his or her votes among several director candidates. Directors are elected at shareholders’ general meetings based on the number of votes the director candidates receive.

Article 52 Directors (excluding employee representative directors) will be elected at shareholders’ general meetings through cumulative voting. When directors are elected through cumulative voting at shareholders’ general meetings, the number of total votes that a shareholder of the Company can exercise is the product of the number of shares held by such shareholder, and the number of directors to be elected. A shareholder of the Company can give all his or her votes to one director candidate or divide his or her votes among several director candidates. Directors are elected at shareholders’ general meetings based on the number of votes the director candidates receive.

5   Article 63 If the proposal with respect to election of directors or supervisors is approved at the shareholders’ general meeting, the terms of office of the new director or supervisor is subject to the provisions of the Articles of Association.

Article 63 If the proposal with respect to election of directors (excluding employee representative directors) or supervisors is approved at the shareholders’ general meeting, the terms of office of the new director or supervisor is subject to the provisions of the Articles of Association.

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Article 3 The composition of the board of directors

The board of directors shall consist of seven (7) to thirteen (13) directors. External directors shall represent more than one-half of the board of directors with not less than one-third of the board of directors being independent directors and at least one of them shall be an accounting professional. The board of directors shall have one Chairman and one Vice-chairman.

The Company has established a system on independent directorship. At least one-third and not less than 3 of the members of the board of directors shall be independent directors, and at least one of whom must be an accounting professional. Independent directors of the company shall exercise special function and power according to law, administrative regulations and provisions of articles of association.

The board of directors shall have one employee representative director who shall be elected or removed by employee representative meeting. Employee representative director shall fulfil special responsibility according to the law, administrative regulations and provisions of the Articles of Association.

Directors shall serve a term of 3 years. A director may serve consecutive terms if re-elected upon the expiration of his or her term.