ANNOUNCEMENT - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, RULES OF PROCEDURES FOR SHAREHOLDERS' MEETING, RULES OF PROCEDURES FOR THE BOARD MEETING AND RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE MEETING

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.ANNOUNCEMENT PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING RULES OF PROCEDURES FOR THE BOARD MEETING AND RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE MEETING As considered and approved at the 22nd meeting of the eighth session of the board of directors (the “Board”) and the 11th meeting of the eighth session of the supervisory committee (the “Supervisory Committee”) of Aluminum Corporation of China Limited* (the “Company”) held on 3 June 2024 in view of the abolition of the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas by the China Securities Regulatory Commission and in accordance with the latest revised Company Law of the People’s Republic of China Administrative Measures for Independent Directors of Listed Companies Guidelines on the Articles of Association of Listed Companies (Revised 2023) the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (Revised April 2024) Guidelines of the Shanghai Stock Exchange for Self-discipline Supervision of Listed Companies No. 1 – Standard Operation (Revised December 2023) the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) as amended from time to time and other relevant laws regulations and normative documents taking into account the actual situation of the Company the Company – 1 –proposed to make amendments to the Articles of Association of Aluminum Corporation of China Limited* (the “Articles of Association”) the Rules of Procedures forShareholders’ Meeting of Aluminum Corporation of China Limited* (the “Rules ofProcedures for Shareholders’ Meeting”) the Rules of Procedures for the BoardMeeting of Aluminum Corporation of China Limited* (the “Rules of Procedures forthe Board Meeting”) and the Rules of Procedures for the Supervisory CommitteeMeeting of Aluminum Corporation of China Limited* (the “Rules of Procedures forthe Supervisory Committee Meeting”).The main aspects of the proposed amendments include (i) the deletion or addition of relevant contents with reference to the abolishment of the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas and in accordance with the relevant adjustments to the laws and regulations in the PRC and the corresponding updates to the Hong Kong Listing Rules; and (ii) the amendments to the relevant requirements for independent directors in accordance with the Administrative Measures for Independent Directors of Listed Companies. The particulars of the proposed amendments are set out in the Appendix I Appendix II Appendix III and Appendix IV to this announcement. The proposed amendments will not result in any changes to the existing rights of class shareholders of the Company or existing arrangement relating to shareholders’ class meeting.The Articles of Association after the proposed amendments is in compliance with the Core Shareholder Protection Standards as set out in Appendix A1 to the Hong Kong Listing Rules. The Board considers that the proposed amendments to the Articles of Association the Rules of Procedures for Shareholders’ Meeting the Rules of Procedures for the Board Meeting and the Rules of Procedures for the Supervisory Committee Meeting are in the interests of the Company and the shareholders of the Company.– 2 –The proposed amendments to the Articles of Association the Rules of Procedures for Shareholders’ Meeting the Rules of Procedures for the Board Meeting and the Rules of Procedures for the Supervisory Committee Meeting shall be subject to the consideration and approval of shareholders of the Company at the general meeting of the Company before coming into effect. The Company will dispatch the circular containing among other things the details of the proposed amendments to the Articles of Association the Rules of Procedures for Shareholders’ Meeting the Rules of Procedures for the Board Meeting and the Rules of Procedures for the Supervisory Committee Meeting to the shareholders of the Company as soon as practicable.By order of the Board Aluminum Corporation of China Limited* Ge Xiaolei Joint Company Secretary Beijing the PRC 3 June 2024 As at the date of this announcement the members of the Board comprise Mr. Dong Jianxiong Mr. Zhu Runzhou Mr. Ou Xiaowu and Mr. Jiang Tao (Executive Directors); Mr. Zhang Jilong and Mr. Chen Pengjun (Non-executive Directors); Mr. Qiu Guanzhou Mr. Yu Jinsong and Ms. Chan Yuen Sau Kelly (Independent Non-executive Directors).* For identification purposes only – 3 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION* Original Article Amended Article Article 1: Article 1: To safeguard the legitimate rights and interests To safeguard the legitimate rights and interests of Aluminum Corporation of China Limited* of Aluminum Corporation of China Limited* (the “Company”) its shareholders and creditors (the “Company”) its shareholders and creditors and to regulate the organization and activities and to regulate the organization and activities of the Company the Company formulated the of the Company the Company formulated the Articles of Association in accordance with Articles of Association in accordance with laws laws and regulations such as the Company and regulations such as the Company Law ofLaw of the People’s Republic of China (the the People’s Republic of China (the “Company“Company Law”) the Securities Law of the Law”) the Securities Law of the People’s People’s Republic of China (the “Securities Republic of China (the “Securities Law”) theLaw”) the Constitution of the Communist Constitution of the Communist Party of China Party of China (the “Party Constitution”) the (the “Party Constitution”) the Guidelines on Special Regulations of the State Council on Articles of Association of Listed Companies the Overseas Offer and Listing of Shares by the Code of Corporate Governance for ListedJoint Stock Limited Companies (the “Special Companies in China the rules governing theRegulations”) the Mandatory Provisions for listing of shares or securities on the stock Articles of Association of Companies to be exchanges on which the Company’s Shares are Listed Overseas the Guidelines on Articles of listed (including the Shanghai Stock Exchange Association of Listed Companies the Code of and The Stock Exchange of Hong Kong Limited) Corporate Governance for Listed Companies in (the “Relevant Listing Rules”).China the rules governing the listing of shares or securities on the stock exchanges on which the Company’s Shares are listed (including the Shanghai Stock Exchange The Stock Exchange of Hong Kong Limited and the New York Stock Exchange) (the “Relevant Listing Rules”).– 4 –Original Article Amended Article Article 2: Article 2: The Company is a joint stock limited company The Company is a joint stock limited company established in accordance with the Company established in accordance with the Company Law the Special Regulations other relevant Law other relevant State laws and administrative State laws and administrative regulations. regulations.Following approval by the State Economic and Following approval by the State Economic and Trade Commission by virtue of the GJMQG Trade Commission by virtue of the GJMQG [2001] No. 818 the Company was registered [2001] No. 818 the Company was registered with the State Administration for Industry and with the former State Administration for Commerce (the “SAIC”) on 10 September 2001 Industry and Commerce (the “SAIC”) on 10 and obtained a business license of an enterprise September 2001 and obtained a business with legal personality. The Company’s unified license of an enterprise with legal personality.social credit code is 911100007109288314. The Company’s unified social credit code is 911100007109288314. The Company’s promoters include Aluminum Corporation of China Guangxi Investment Group The Company’s promoters include Aluminum Co. Ltd. Guizhou Materials Development and Corporation of China Guangxi Investment Investment Co. Ltd.. Group Co. Ltd. (广西投资集团有限公司) (the former name is Guangxi Development and Investment Group Co. Ltd. (广西开 发投资有限责任公司)) Guizhou Materials Development and Investment Corporation (贵 州省物资开发投资有限责任公司) (the former name is Guizhou Materials Development and Investment Co. Ltd. (贵州省物资开发投资公 司)).Article 5: Article 5: The legal representative of the Company shall The chairman of the Board of Directors of be the chairman of its Board of Directors. the Company shall be its legal representative.If the chairman of the Board resigns it is deemed that he simultaneously resigns as the legal representative. When the legal representative resigns the Company shall appoint a new legal representative within 30 days from the date of the legal representative’s resignation.– 5 –Original Article Amended Article Article 6: Article 6: ???? The Company is an independent legal person The Company is an independent legal person which shall be governed and protected by laws which shall be governed and protected by laws administrative rules and other regulations of the administrative rules and other regulations of People’s Republic of China. the PRC.Article 9: Article 9: These Articles of Association shall be binding These Articles of Association shall be binding upon the Company and its shareholders upon the Company and its shareholders directors supervisors President and other directors supervisors General Manager and senior management staff. All the above persons other senior management staff. All the above may make claims related to Company matters in persons may make claims related to Company accordance with these Articles of Association. matters in accordance with these Articles of Association.Subject to CHAPTER 23 of these Articles of Association shareholders may sue the Shareholders may sue the Company; the Company; the Company may sue shareholders Company may sue shareholders directors directors supervisors the President and other supervisors the General Manager and other senior management staff; shareholders may senior management staff; shareholders may sue sue shareholders; and shareholders may sue other shareholders; and shareholders may sue directors supervisors the President and other directors supervisors the General Manager senior management staff of the Company in and other senior management staff of the accordance with these Articles of Association. Company in accordance with these Articles of Association.For the purposes of the preceding paragraph the term “sue” shall include the institution of proceedings in a court or the application to an arbitration institution for arbitration.Article 10: Article 10: The Company may invest in other enterprises. The Company may invest in other enterprises.However except as otherwise provided by Where laws regulations rules and other laws the Company shall not become an investor normative documents stipulate that the that is jointly and severally liable for the debt Company shall not become an investor that is of the invested enterprises. jointly and severally liable for the debt of the invested enterprises such provisions shall The Company shall not be an unlimited prevail.liability shareholder of any other for-profit organizations.– 6 –Original Article Amended Article Article 12: Article 12: In accordance with the relevant regulations of In accordance with the relevant regulations of the Party Constitution and the Company Law the Party Constitution and the Company Law organizations of the Communist Party of China organizations of the Communist Party of China (hereinafter the “Party”) shall be established; (hereinafter the “Party”) shall be established; the the Party Committee shall play the leadership Party Committee shall play the leadership role role providing direction managing the overall in accordance with the provisions of the Party situation and promoting implementation. The Constitution providing direction managing working organs of the Party shall be established the overall situation ensuring implementation equipped with sufficient staff to deal with Party study and discuss major operation and affairs and provided with sufficient funds to management matters of the Company and operate the Party organization. support the organizations of the Company in exercising their powers in accordance with the law. The working organs of the Party shall be established equipped with sufficient staff to deal with Party affairs provided with sufficient funds to operate the Party organization and provided the necessary conditions for the Party activities.Article 15: Article 15: ???? Subject to the approval by relevant government Subject to the approval by relevant government agencies the Company may adjust its form and agencies the Company may adjust its form and scope of business timely and may establish scope of business timely and may establish branches (no matter whether or not it is branches (no matter whether or not it is wholly wholly owned) and offices inside and outside owned) and offices inside and outside the the People’s Republic of China as well as in People’s Republic of China as well as in Hong Hong Kong Macao or Taiwan according to the Kong Special Administrative Region Macao business development demand. Special Administrative Region or Taiwan according to the business development demand.Article 16: Article 16: The Company shall have ordinary shares at The Company shall have ordinary shares. The all times. The ordinary shares issued by the ordinary shares issued by the Company include Company include domestic shares and foreign domestic shares and foreign shares. It may have shares. It may have other kinds of shares other kinds of shares according to the need upon according to the need upon approval by the approval by the authorities that are authorized authorities that are authorized by the State by the State Council to examine and approve.Council to examine and approve the Company.– 7 –Original Article Amended Article Article 21: Article 21: Upon approval by the authority that is authorized Upon approval by the authority that is authorized by the State Council to approve companies by the State Council to approve companies the Company can issue 11.45 billion shares of the Company can issue 11.45 billion shares of ordinary shares; the Company issued a total ordinary shares; the Company issued a total 8 billion common shares (domestic shares) to 8 billion common shares (domestic shares) to its promoters at the time of its establishment. its promoters at the time of its establishment.Upon the approval of the State Council and Upon the approval of the State Council and the the national authorities in charge of securities national authorities in charge of securities one one of the promoters Aluminum Corporation of the promoters Aluminum Corporation of of China has transferred part of shares to China China has transferred part of shares to China Cinda Asset Management Corporation China Cinda Asset Management Corporation China Orient Asset Management Corporation and Orient Asset Management Corporation and China Development Bank in which 1662.28 China Development Bank in which 1662.28 million shares are transferred to China Cinda million shares are transferred to China Cinda Asset Management Corporation; 621.67 million Asset Management Corporation; 621.67 million shares are transferred to China Orient Asset shares are transferred to China Orient Asset Management Corporation; 572.84 million Management Corporation; 572.84 million shares are transferred to China Development shares are transferred to China Development Bank. Bank.The investment made by the promoters at the The number of shares issued and the time of the establishment of the Company is as investment made by the promoters at the time of follows: the establishment of the Company is as follows: Number of Investment Investment Number of Investment Investment Promoter’s name shares Type Time Promoter’s name shares issued Type Time Aluminum 7673770000 Net assets 28 June 2001 Aluminum 7673770000 Net assets 28 June 2001 Corporation of Corporation of China China Guangxi 196800000 Net assets 28 June 2001 Guangxi 196800000 Net assets 28 June 2001 Investment Investment Group Co. Ltd. Group Co. Ltd.Guizhou Materials 129430000 Net assets 28 June 2001 Guizhou Materials 129430000 Net assets 28 June 2001 Development Development and Investment and Investment Co. Ltd. Co. Ltd.Total 8000000000 Total 8000000000 – 8 –Original Article Amended Article Article 22: Article 22: The Company publicly issued 2749889968 The Company publicly issued 2749889968 shares of overseas listed foreign investment shares of overseas listed foreign investment shares (H shares) after the establishment of the shares (H shares) after the establishment of the Company in which there are 2499900153 Company in which there are 2499900153 shares of new shares and 249989815 shares shares of new shares and 249989815 shares of stock shares sold by part of shareholders. of stock shares sold by part of shareholders.After completion of the aforementioned issues After completion of the aforementioned issues of H shares the Company has total share capital of H shares the Company has total share capital of 10499900153 shares. The composition of 10499900153 shares. The composition of the share capital is as follows: there are of the share capital is as follows: there are 7750010185 domestic shares accounting for 7750010185 domestic shares accounting for 73.81 percent of the Company’s total shares in 73.81 percent of the Company’s total shares in which the promoter Aluminum Corporation of which the promoter Aluminum Corporation of China holds 4656261060 shares accounting China holds 4656261060 shares accounting for 44.35 percent of the Company’s total shares; for 44.35 percent of the Company’s total shares; the promoter Guangxi Investment Group Co. the promoter Guangxi Investment Group Co.Ltd. holds 196800000 shares accounting for Ltd. holds 196800000 shares accounting for 1.87 percent of the Company’s total shares; the 1.87 percent of the Company’s total shares; the promoter Guizhou Materials Development and promoter Guizhou Materials Development and Investment Co. Ltd. holds 129430000 shares Investment Co. Ltd. holds 129430000 shares accounting for 1.23 percent of the Company’s accounting for 1.23 percent of the Company’s total shares; China Cinda Asset Management total shares; China Cinda Asset Management Corporation holds 1610332210 shares Corporation holds 1610332210 shares accounting for 15.43 percent of the Company’s accounting for 15.43 percent of the Company’s total shares; China Orient Asset Management total shares; China Orient Asset Management Corporation holds 602246135 shares Corporation holds 602246135 shares accounting for 5.73 percent of the Company’s accounting for 5.73 percent of the Company’s total shares; China Development Bank holds total shares; China Development Bank holds 554940780 shares accounting for 5.29 percent 554940780 shares accounting for 5.29 percent of the Company’s total shares; the holders of of the Company’s total shares; the holders of the overseas listed foreign investment shares (H the overseas listed foreign investment shares (H shares) hold 2749889968 shares accounting shares) hold 2749889968 shares accounting for 26.19 percent of the Company’s total shares. for 26.19 percent of the Company’s total shares.Following approval by the approval authority Following approval by the approval authority authorized by the State Council the Company authorized by the State Council the Company issued additional 549976000 shares of issued additional 549976000 shares of overseas listed foreign investment shares (H overseas listed foreign investment shares (H shares) in 2004. shares) in 2004.– 9 –Original Article Amended Article After completion of the aforementioned issues After completion of the aforementioned issues of H shares the Company has total share capital of H shares the Company has total share capital of 11049876153 shares. The composition of 11049876153 shares. The composition of the share capital is as follows: there are of the share capital is as follows: there are 7750010185 domestic shares accounting for 7750010185 domestic shares accounting for 70.13 percent of the Company’s total shares in 70.13 percent of the Company’s total shares in which the promoter Aluminum Corporation of which the promoter Aluminum Corporation of China holds 4656261060 shares accounting China holds 4656261060 shares accounting for 42.14 percent of the Company’s total shares; for 42.14 percent of the Company’s total shares; the promoter Guangxi Investment Group Co. the promoter Guangxi Investment Group Co.Ltd. holds 196800000 shares accounting for Ltd. holds 196800000 shares accounting for 1.78 percent of the Company’s total shares; the 1.78 percent of the Company’s total shares; the promoter Guizhou Materials Development and promoter Guizhou Materials Development and Investment Co. Ltd. holds 129430000 shares Investment Co. Ltd. holds 129430000 shares accounting for 1.17 percent of the Company’ s accounting for 1.17 percent of the Company’ s total shares; China Cinda Asset Management total shares; China Cinda Asset Management Corporation holds 1610332210 shares Corporation holds 1610332210 shares accounting for 14.57 percent of the Company’s accounting for 14.57 percent of the Company’s total shares; China Orient Asset Management total shares; China Orient Asset Management Corporation holds 602246135 shares Corporation holds 602246135 shares accounting for 5.45 percent of the Company’s accounting for 5.45 percent of the Company’s total shares; China Development Bank holds total shares; China Development Bank holds 554940780 shares accounting for 5.02 percent 554940780 shares accounting for 5.02 percent of the Company’ s total shares; the holders of of the Company’ s total shares; the holders of the overseas listed foreign investment shares (H the overseas listed foreign investment shares (H shares) hold 3299865968 shares accounting shares) hold 3299865968 shares accounting for 29.87 percent of the Company’s total shares. for 29.87 percent of the Company’s total shares.Following the approval of the State Council Following the approval of the State Council China Construction Bank Corporation has China Construction Bank Corporation has recovered the Company’s 6.42 percent shares recovered the Company’s 6.42 percent shares managed by China Cinda Asset Management managed by China Cinda Asset Management Corporation and held the shares by itself in 2005 Corporation and held the shares by itself in 2005 thus becoming the Company’s shareholder. thus becoming the Company’s shareholder.The Company’s total number of shares has not The Company’s total number of shares has not been changed but the number of shares held by been changed but the number of shares held by China Cinda Asset Management Corporation is China Cinda Asset Management Corporation is reduced accordingly. reduced accordingly.– 10 –Original Article Amended Article After completion of the aforementioned After completion of the aforementioned shareholder change the Company has total shareholder change the Company has total share capital of 11049876153 shares. The share capital of 11049876153 shares. The composition of the share capital is as follows: composition of the share capital is as follows: there are 7750010185 domestic shares there are 7750010185 domestic shares accounting for 70.13 percent of the Company’s accounting for 70.13 percent of the Company’s total shares in which the promoter Aluminum total shares in which the promoter Aluminum Corporation of China holds 4656261060 Corporation of China holds 4656261060 shares accounting for 42.14 percent of the shares accounting for 42.14 percent of the Company’s total shares; the promoter Guangxi Company’s total shares; the promoter Guangxi Investment Group Co. Ltd. holds 196800000 Investment Group Co. Ltd. holds 196800000 shares accounting for 1.78 percent of the shares accounting for 1.78 percent of the Company’s total shares; the promoter Guizhou Company’s total shares; the promoter Guizhou Materials Development and Investment Co. Materials Development and Investment Co.Ltd. holds 129430000 shares accounting for Ltd. holds 129430000 shares accounting for 1.17 percent of the Company’s total shares; 1.17 percent of the Company’s total shares; China Cinda Asset Management Corporation China Cinda Asset Management Corporation holds 900559074 shares accounting for holds 900559074 shares accounting for 8.15 percent of the Company’s total shares; 8.15 percent of the Company’s total shares; China Construction Bank Corporation holds China Construction Bank Corporation holds 709773136 shares accounting for 6.42 709773136 shares accounting for 6.42 percent of the Company’s total shares; China percent of the Company’s total shares; China Orient Asset Management Corporation holds Orient Asset Management Corporation holds 602246135 shares accounting for 5.45 602246135 shares accounting for 5.45 percent of the Company’s total shares; China percent of the Company’s total shares; China Development Bank holds 554940780 shares Development Bank holds 554940780 shares accounting for 5.02 percent of the Company’s accounting for 5.02 percent of the Company’s total shares; the holders of the overseas listed total shares; the holders of the overseas listed foreign investment shares (H shares) hold foreign investment shares (H shares) hold 3299865968 shares accounting for 29.87 3299865968 shares accounting for 29.87 percent of the Company’s total shares. percent of the Company’s total shares.Following approval by the approval authority Following approval by the approval authority authorized by the State Council the Company authorized by the State Council the Company issued additional 644100000 shares of overseas issued additional 644100000 shares of overseas listed foreign investment shares (H shares) in listed foreign investment shares (H shares) in 2006 in which there are 600000000 shares 2006 in which there are 600000000 shares of new shares and 44100000 shares of stock of new shares and 44100000 shares of stock shares sold by part of shareholders. shares sold by part of shareholders.– 11 –Original Article Amended Article After completion of the aforementioned issues After completion of the aforementioned issues of H shares the Company has total share capital of H shares the Company has total share capital of 11649876153 shares. The composition of 11649876153 shares. The composition of the share capital is as follows: there are of the share capital is as follows: there are 7705910185 domestic shares accounting for 7705910185 domestic shares accounting for 66.15 percent of the Company’s total shares in 66.15 percent of the Company’s total shares in which the promoter Aluminum Corporation of which the promoter Aluminum Corporation of China holds 4612161060 shares accounting China holds 4612161060 shares accounting for 39.59 percent of the Company’s total shares; for 39.59 percent of the Company’s total shares; the promoter Guangxi Investment Group Co. the promoter Guangxi Investment Group Co.Ltd. holds 196800000 shares accounting for Ltd. holds 196800000 shares accounting for 1.69 percent of the Company’s total shares; 1.69 percent of the Company’s total shares; the promoter Guizhou Materials Development the promoter Guizhou Materials Development and Investment Co. Ltd. holds 129430000 and Investment Co. Ltd. holds 129430000 shares accounting for 1.11 percent of the shares accounting for 1.11 percent of the Company’s total shares; China Cinda Asset Company’s total shares; China Cinda Asset Management Corporation holds 900559074 Management Corporation holds 900559074 shares accounting for 7.73 percent of the shares accounting for 7.73 percent of the Company’s total shares; China Construction Company’s total shares; China Construction Bank Corporation holds 709773136 shares Bank Corporation holds 709773136 shares accounting for 6.09 percent of the Company’s accounting for 6.09 percent of the Company’s total shares; China Orient Asset Management total shares; China Orient Asset Management Corporation holds 602246135 shares Corporation holds 602246135 shares accounting for 5.17 percent of the Company’s accounting for 5.17 percent of the Company’s total shares; China Development Bank holds total shares; China Development Bank holds 554940780 shares accounting for 4.76 percent 554940780 shares accounting for 4.76 percent of the Company’s total shares. of the Company’s total shares.???? – 12 –Original Article Amended Article With the approval of the Shareholders’ General With the approval of the Shareholders’ Meeting Meeting of the Company and the approval of of the Company and the approval of the relevant the relevant department of the State Council the department of the State Council the Company Company completed the registration procedures completed the registration procedures for for new shares under the 2021 Restricted new shares of the first grant under the 2021 Share Incentive Scheme in June 2022. Upon Restricted Share Incentive Scheme in June completion of the additional new shares the 2022. Upon completion of the additional share capital structure of the Company is as new shares the share capital structure of the follows:17134943251 ordinary shares of Company is as follows:17134943251 ordinary which 13190977283 shares are held by shares of which 13190977283 shares are held holders of A shares representing 76.98% of by holders of A shares representing 76.98% of the total issued ordinary shares of the Company; the total issued ordinary shares of the Company; and 3943965968 shares are held by holders and 3943965968 shares are held by holders of overseas listed foreign shares representing of overseas listed foreign shares representing 23.02% of the total issued ordinary shares of 23.02% of the total issued ordinary shares of the Company. the Company.In December 2022 the Company completed the registration procedures for new shares of the reserved grant under the 2021 Restricted Share Incentive Scheme. Upon the completion of the additional issuance the composition of the share capital of the Company is as follows: there are 17161591551 ordinary shares in which 13217625583 shares are held by holders of A shares representing 77.02% of the total issued ordinary shares of the Company; and 3943965968 shares are held by holders of overseas listed foreign shares representing 22.98% of the total issued ordinary shares of the Company.In January 2024 the Company completed the repurchase and cancellation procedures for certain restricted shares granted but not yet unlocked under the 2021 Restricted Share Incentive Scheme. After the repurchase and cancellation the composition of the share capital of the Company is as follows: there are 17158381228 ordinary shares in which 13214415260 shares are held by holders of A shares representing 77.01% of the total issued ordinary shares of the Company; and 3943965968 shares are held by holders of overseas listed foreign shares representing 22.99% of the total issued ordinary shares of the Company.– 13 –Original Article Amended Article Article 25: Article 25: The registered capital of the Company is The registered capital of the Company is RMB17161591551. RMB17158381228.Article 26: Article 26: The Company may approve capital increases The Company may approve capital increases depending on its business and development depending on its business and development requirements in accordance with the relevant requirements in accordance with the relevant provisions of the Articles of Association of the provisions of the Articles of Association of the Company. Company.The Company may increase its capital by the The Company may increase its capital by the following methods: following methods: (1) raising of new shares from non-specific (1) public offering of shares; investors; (2) non-public offering of shares; (2) placing of new shares to existing shareholders; (3) allotment of bonus shares to existing shareholders; (3) allotment of new shares to existing shareholders; (4) conversion of funds in the capital common reserve to share capital; (4) conversion of funds in the capital common reserve to share capital; (5) other methods permitted by laws and administrative regulations and approved (5) other methods permitted by laws and by securities regulatory authorities. administrative regulations.If the Company is to increase its capital by If the Company is to increase its capital by an offering of new shares it shall do so by an offering of new shares it shall do so by the procedure provided for in relevant state the procedure provided for in relevant state laws after such increase has been approved in laws after such increase has been approved in accordance with these Articles of Association.accordance with these Articles of Association.– 14 –Original Article Amended Article Article 29: Article 29: If the Company is to reduce its capital it must If the Company is to reduce its capital it shall prepare a balance sheet and a list of its property. prepare a balance sheet and a list of its property.The Company shall notify its creditors within 10 The Company shall notify its creditors within days from the date of adoption of the resolution to 10 days from the date of adoption of the reduce its registered capital and publish a public resolution to reduce its registered capital and announcement of the resolution in newspapers publish a public announcement of the resolution within 30 days. Creditors shall within 30 days in newspapers or on the National Enterprise of receiving written notice or within 45 days Credit Information Publicity System within of the date of the public announcement for 30 days. Creditors shall within 30 days of those who have not received written notice be receiving written notice or within 45 days entitled to require the Company to pay its debts of the date of the public announcement for in full or to provide a corresponding security those who have not received written notice be for repayment. entitled to require the Company to pay its debts in full or to provide a corresponding security The reduced registered capital of the Company for repayment.may not be less than the statutory minimum.The reduced registered capital of the Company may not be less than the statutory minimum.Where the Company reduces its registered capital the shares shall be reduced in proportion to the shares held by the shareholders except as otherwise provided by laws and the Articles of Association.– 15 –Original Article Amended Article Article 31: Article 31: After the Company is approved by relevant Acquisition of the Company’s shares by the State authorities to buy back its own shares it Company may be carried out through open may proceed in any of the following manners: and centralized transactions or by other means recognized by laws regulations and (1) issuance to all of the shareholders of a securities regulatory authorities. buyback offer on a pro rata basis; Buyback of shares of the Company under the (2) buyback through open transactions on circumstances set forth in items (3) (5) and (6) a stock exchange; of the Article 30 shall be conducted through open centralized transaction. (3) buyback by agreement outside a stock exchange; (4) other manners as permitted by laws and administrative regulations or the State Council’s authorities in charge of securities.Buyback of shares of the Company under the circumstances set forth in items (3) (5) and (6) of the Article 30 shall be conducted through open centralized transaction.– 16 –Original Article Amended Article Article 32: Deleted If the Company is to buy back shares by agreement outside a stock exchange prior approval shall be obtained from the Shareholders’ General Meeting in accordance with these Articles of Association. Upon prior approval by the Shareholders’ General Meeting obtained in the same manner the Company may terminate or vary a contract concluded in the manner set forth above or waive any of its rights under such contract.For the purposes of the preceding paragraph “contracts for the buyback of shares” shall include (but not be limited to) agreements whereby buyback obligations are undertaken and buyback rights are acquired.The Company may not transfer a contract for the buyback of its own shares or any of its rights thereunder.– 17 –Original Article Amended Article Article 33: Article 32: Buyback of shares of the Company under the Buyback of shares of the Company under circumstances set forth in items (1) (2) and the circumstances set forth in items (1) and (3) of the Article 30 shall be resolved at the (2) of the Article 30 shall be resolved at the Shareholders’ General Meeting. Buyback of Shareholders’ Meeting. Buyback of shares of shares of the Company under the circumstances the Company under the circumstances set forth set forth in items (5) and (6) of the Article in items (3) (5) and (6) of the Article 30 shall 30 shall be subject to approval by more than be made in accordance with the provisions two-thirds of Directors present at the meeting of the Articles of Association or with the of the board of directors. authorization of the Shareholders’ Meeting and shall be subject to approval by more than The shares bought back by the Company under two-thirds of Directors present at the meeting the circumstances set forth in item (1) of the of the board of directors.Article 30 shall be cancelled within ten days after the date of buyback; under the circumstances The shares bought back by the Company under set forth in items (2) and (4) the shares shall be the circumstances set forth in item (1) of the transferred or cancelled within six months after Article 30 shall be cancelled within ten days after the date of buyback; under the circumstances set the date of buyback; under the circumstances forth in items (3) (5) and (6) the aggregated set forth in items (2) and (4) the shares shall be number of shares of the Company held by itself transferred or cancelled within six months after shall be not more than 10% of the total issued the date of buyback; under the circumstances set shares of the Company and shall be transferred forth in items (3) (5) and (6) the aggregated or cancelled within three years after the date of number of shares of the Company held by itself buyback. shall be not more than 10% of the total issued shares of the Company and shall be transferred ?? or cancelled within three years after the date of buyback.?? – 18 –Original Article Amended Article Article 34: Deleted Unless the Company has already entered the liquidation stage it must comply with the following provisions in buying back its outstanding shares: (1) if the Company buys back shares at their par value the amount thereof shall be deducted from the book balance of distributable profit and/or from the proceeds of a fresh share offer made to buy back the old shares; (2) if the Company buys back shares at a price higher than their par value the portion corresponding to their par value shall be deducted from the book balance of the Company’s distributable profit and/or from the proceeds of a fresh share offer made to buy back the old shares; and the portion in excess of the par value shall be handled according to the following methods: (i) if the shares being bought back were issued at their par value the amount shall be deducted from the book balance of the Company’s distributable profit; – 19 –Original Article Amended Article (ii) if the shares being bought back were issued at a price higher than their par value the amount shall be deducted from the book balance of distributable profit and/or the proceeds of a fresh share offer made to repurchase the old shares; however the amount deducted from the proceeds of the fresh share offer may not exceed the total premium obtained at the time of issuance of the old shares nor may it exceed the amount in the Company’s premium account (or capital common reserve account) (including the premiums from the fresh share offer) at the time of the buyback; (3) the sums paid by the Company for the purposes set forth below shall be paid out of the Company’s distributable profit: (i) acquisition of the right to buy back its own shares; (ii) amendment of any contract for the buyback of its own shares; (iii) release from any of its obligations under a buyback contract. (4) after the par value of the cancelled shares has been deducted from the registered capital of the Company in accordance with relevant regulations that portion of the amount deducted from the distributable profit and used to buy back shares which corresponds to the par value of the shares bought back shall be credited to the Company’s capital common reserve account.– 20 –Original Article Amended Article Article 35: Article 33: Neither the Company nor its subsidiaries shall at Neither the Company nor its subsidiaries any time provide any financial assistance in any (including the subsidiary enterprises of form to purchasers or prospective purchasers of the Company) shall at any time provide shares of the Company. Purchasers of shares of any financial assistance in any form to the Company as referred to above shall include purchasers or prospective purchasers of shares persons that directly or indirectly assume of the Company except in the case of the obligations as a result of purchasing shares of Company’s implementation of an employee the Company. stock ownership plan. Purchasers of shares of the Company as referred to above shall include Neither the Company nor its subsidiaries shall persons that directly or indirectly assume at any time provide any financial assistance obligations as a result of purchasing shares of in any form to the above obligors in order to the Company.reduce or release them from their obligations.Neither the Company nor its subsidiaries The provisions of this Article shall not apply (including the subsidiary enterprises of to the circumstances described in Article 37 of the Company) shall at any time provide any this Chapter. financial assistance in any form to the above obligors in order to reduce or release them from their obligations.The above provisions shall not apply to the circumstances described in Article 35 of this Chapter.Article 36: Article 34: For the purposes of this Chapter the term For the purposes of this Chapter the term “financial assistance” shall include (but not be “financial assistance” shall include (but not be limited to) financial assistance in the forms set limited to) financial assistance in the forms set forth below: forth below: (1) gift; (1) gift and advance; ???? – 21 –Original Article Amended Article Article 37: Article 35: The acts listed below shall not be regarded The acts listed below shall not be regarded as acts prohibited under Article 35 of these as acts prohibited under Article 33 of these Articles of Association: Articles of Association: ???? (5) provision of a loan by the Company (5) provision of a loan by the Company within its scope of business and in the within its scope of business and in the ordinary course of its business (provided ordinary course of its business (provided that the same does not lead to a reduction that the same does not lead to a reduction in the net assets of the Company unless in the net assets of the Company unless the financial assistance was paid out of the financial assistance was paid out of the Company’s distributable profit). the Company’s distributable profit); (6) in the interests of the Company upon a resolution of the Shareholders’ Meeting or a resolution of the Board of Directors in accordance with the Articles of Association or the authorization of the Shareholders’ Meeting the Company may provide financial assistance to others for the acquisition of the Company’s or its parent company’s shares provided that the cumulative total of the financial assistance shall not exceed 10% of the total amount of the issued share capital. Resolutions made by the Board of Directors shall be approved by more than two-thirds of all the directors.– 22 –Original Article Amended Article Article 38: Article 36: The Company’s shares shall be registered The Company’s shares shall be registered shares. shares.The Company’s share certificates shall clearly The Company’s share certificates in paper state the following main particulars: form shall clearly state the following main particulars: (1) the Company’s name; (1) the Company’s name; (2) the date of incorporation of the Company; (2) the date of incorporation of the Company (3) the class of shares par value and the or the time of issuance of its shares; number of shares represented thereby; (3) the class of shares par value and the (4) the serial number of the share number of shares represented thereby certificate; and in the case of issuance of shares without par value the number of shares (5) other matters as required by the Company represented thereby; Law Special Provisions and the securities exchange(s) on which the shares of the (4) other matters as required by the Company Company are listed. Law and the securities exchange(s) on which the shares of the Company are listed; (5) where the promoters’ shares are inpaper form the words “promoters’shares” shall be indicated.– 23 –Original Article Amended Article Article 40: Article 38: The share certificates shall be signed by the Where the share certificate is in paper form legal representative of the Company. If the the serial number of the share certificate signatures of other senior management staff of shall also be indicated and shall be signed by the Company are required by the stock exchange the legal representative of the Company. If the on which Company shares are listed the share signatures of other senior management staff of certificates shall also be signed by such other the Company are required by the stock exchange senior management staff. The share certificates on which Company shares are listed the share shall become effective after the Company’s certificates shall also be signed by such other seal(including the corporation securities’ senior management staff. The share certificates seal) is affixed thereto or printed thereon. The shall become effective after the Company’s affixing of the Company’s seal (including seal(including the corporation securities’ the corporation securities’ seal) on the share seal) is affixed thereto or printed thereon. The certificates shall require the authorization of affixing of the Company’s seal (including the Board of Directors. The signature of the the corporation securities’ seal) on the share Chairman of the Board of Directors or of other certificates shall require the authorization of relevant senior management staff on the share the Board of Directors. The signature of the certificates may also be in printed form. Chairman of the Board of Directors or of other relevant senior management staff on the share certificates may also be in printed form.– 24 –Original Article Amended Article Article 42: Article 40: Shares held by the promoters in the Company Shares held by the shareholders and de facto shall be transferred in accordance with the controllers in the Company shall be transferred provisions of laws regulations and/or the listing in accordance with the provisions of laws rules. regulations rules normative documents and the requirements of the stock exchange where The directors supervisors the President and the Company’s shares are listed.other senior management staff of the Company shall report to the Company the shares (including The directors supervisors General Manager preferred shares) of the Company that they hold and other senior management staff of the and the changes in their shareholdings. Such Company shall report to the Company the shares shares shall be transferred in accordance with (including preferred shares) of the Company that the provisions in laws regulations and/or the they hold and the changes in their shareholdings.listing rules. Such shares shall be transferred in accordance with the provisions in laws regulations rules normative documents and the requirements of the stock exchange where the Company’s shares are listed.If the shares are pledged within the period of transfer restriction prescribed by laws and administrative regulations the pledgee shall not exercise the pledge right within the period of transfer restriction.– 25 –Original Article Amended Article Article 43: Article 41: If a director supervisor the President or other If a director supervisor General Manager or senior management staff of the Company or a other senior management staff of the Company holder of at least 5 percent of the shares of the or a holder of at least 5 percent of the shares of Company sells the shares of the Company that the Company sells the shares of the Company he or she holds within six months after acquiring that he or she holds within six months after the same or buys such shares back within six acquiring the same or buys such shares back months after selling the same the gains obtained within six months after selling the same the therefrom shall belong to the Company and gains obtained therefrom shall belong to the the Board of Directors of the Company shall Company and the Board of Directors of the recover such gains from him or her. However Company shall recover such gains from him a securities company that underwrote shares or her. However a securities company that on a firm commitment basis and which after underwrote shares on a firm commitment basis purchasing the shares remaining after the sale and which after purchasing the shares remaining holds at least 5 percent of the shares shall not after the sale holds at least 5 percent of the be subject to the six-month time limit when shares shall not be subject to the six-month time selling such shares. limit when selling such shares.Directors supervisors President and other Directors supervisors General Manager and senior management of the Company shall other senior management of the Company shall report to the Company their shareholdings report to the Company their shareholdings in in the Company and changes thereof and the Company and changes thereof and shall shall not transfer more than 25% of the total not transfer more than 25% of the total number number of shares of the Company they hold of shares of the Company they hold each year each year during their terms of office; they shall during their terms of office as determined at not transfer the shares of the Company they the time of their assumption of office; they hold within half a year after they leave their shall not transfer the shares of the Company positions; if they leave their positions before they hold within half a year after they leave the expiration of their terms of office they shall their positions; if they leave their positions not transfer more than 25% of the total number before the expiration of their terms of office of shares of the Company they hold each year they shall not transfer more than 25% of the before the expiration of their original terms of total number of shares of the Company they office and within six months after the expiration hold each year before the expiration of their of their original terms of office. original terms of office and within six months after the expiration of their original terms of office.– 26 –Original Article Amended Article The shares held by directors supervisors The shares held by directors supervisors President and other senior management and General Manager and other senior management natural person shareholders referred to in the and natural person shareholders referred to in preceding paragraph include the shares held by the preceding paragraph include the shares held their spouses parents and children and held in by their spouses parents and children and held others’ accounts. in others’ accounts.???? Article 44: Deleted The Company shall keep a register of shareholders in which the following particulars shall be recorded: (1) the name address (domicile) profession or nature of each shareholder; (2) the class and quantity of shares held by each shareholder; (3) the amount paid or payable for the shares held by each shareholder; (4) the serial numbers of the shares held by each shareholder; (5) the date on which each shareholder is registered as such; (6) the date on which each shareholder ceases to be a shareholder.The register of shareholders shall be sufficient evidence of the holding of Company shares by a shareholder unless there is evidence to the contrary.– 27 –Original Article Amended Article Article 45: Deleted The Company may pursuant to an understanding or agreement reached between the CSRC and the foreign securities regulator keep its register of holders of overseas listed foreign investment shares outside the PRC and appoint an overseas agent to administer the same. The original register of shareholders of holders of H shares shall be maintained in Hong Kong.The Company shall keep at its domicile a duplicate of the register of holders of overseas listed foreign investment shares.The appointed overseas agent shall ensure that the register of holders of overseas listed foreign investment shares and its duplicate are consistent at all times.If the original and duplicate of the register of holders of overseas listed foreign investment shares and its duplicate are inconsistent the original shall prevail.– 28 –Original Article Amended Article Article 46: Deleted The Company shall keep a complete register of shareholders.The register of shareholders shall include the following parts: (1) a register kept at the Company’s domicile other than those provided for under items (2) and (3) of this paragraph; (2) the register of holders of overseas listed foreign investment shares kept in the place of the overseas stock exchange on which the shares are listed; (3) registers of shareholders kept in such other places as the Board of Directors may decide necessary for listing of the Company’s shares.– 29 –Original Article Amended Article Article 47: Deleted The various parts of the register of shareholders shall not overlap. The transfer of shares registered in a certain part of the register of shareholders shall not during the continuance of the registration of such shares be registered in any other part of the register.All overseas listed foreign investment shares listed in Hong Kong for which the share capital has been paid in full may be transferred freely in accordance with the Articles of Association. The Board of Directors may refuse to recognize any instrument of transfer without giving any reason unless such transfer is carried out incompliance with the following conditions: (1) payment of HK$2.50 per instrument of transfer or higher charge as agreed at such time by the SEHK has been made to the Company for the purpose of registering the instrument of transfer and other documents relating to or which may affect the title to the shares; (2) the instrument of transfer only involves overseas listed foreign investment shares listed in Hong Kong; (3) the stamp duty payable on the instrument of transfer as required by Hong Kong laws has been paid; (4) relevant share certificates and evidence that the transferor has the right to transfer such shares as reasonably required by the Board of Directors have been provided; – 30 –Original Article Amended Article (5) if the shares are to be transferred to joint holders the number of registered joint holders may not exceed four; and (6) the relevant shares are not encumbered by any Company lien.All transfers of overseas listed foreign investment shares shall be effective with a written instrument of transfer in general or ordinary form or such other form as acceptable to the Board of Directors. And the instrument of transfer shall become effective after being manually signed or the Company seal (if the transferor or the transferee is a company) is affixed thereto or printed thereon. If the transferor or transferee of the Company’s shares is a recognized clearing house or an agent thereof the signature on the written instrument of transfer may be manually signed or mechanically printed.All instruments of transfer must be kept at the legal address of the Company or other place as may be designated by the Board of Directors from time to time.Changes to and corrections of each part of the register of shareholders shall be carried out in accordance with the laws of its situs.Article 50: Deleted Any person that challenges the register of shareholders and requests that his or her name be entered into or removed from the register may apply to the competent court for rectification of the register.– 31 –Original Article Amended Article Article 51: Deleted Any shareholder who is registered in the register of shareholders or any person who requests that his or her name be entered into the register of shareholders may if hisor her share certificate (the “original sharecertificate”) is lost apply to the Company for issuance of a replacement certificate in respect of such shares (the “relevant shares”).Applications for the replacement of share certificates from holders of domestic investment shares who have had their certificates stolen or damaged or who have lost the same shall be handled in accordance with Article 143 of the Company Law.Applications for the replacement of share certificates from holders of overseas listed foreign investment shares who have had their certificates stolen or damaged or who have lost the same may be handled in accordance with the laws stock exchange rules or other relevant regulations of the place where the original of the register of holders of overseas listed foreign investment shares is kept.Applications for the replacement of share certificates from holders of H shares shall comply with the following requirements: (1) the applicant shall submit the application in the standard form prescribed by the Company accompanied by a notarial certificate or statutory declaration. The notarial certificate or statutory declaration shall include the applicant’s reason for the application the circumstances and evidence of the loss of the share certificate and a declaration that no other person may request registration as a shareholder in respect of the relevant shares.– 32 –Original Article Amended Article (2) the Company shall not have received any declaration requesting registration as a shareholder in respect of the shares from any person other than the applicant before it decides to issue a replacement share certificate. (3) if the Company decides to issue a replacement share certificate to the applicant it shall publish a public announcement of its intention to do so in the newspapers or periodicals designated by the Board of Directors; the period of the public announcement shall be 90 days during which its publication shall be repeated at least once every 30 days. (4) be fore pub l i sh ing the pub l i c announcement of its intention to issue a replacement share certificate the Company shall submit a copy of the announcement to be published to the stock exchange where it is listed and may proceed with publication after having received a reply from the stock exchange confirming that the announcement has been displayed in the stock exchange; the announcement shall be displayed in the stock exchange for a period of 90 days. If the application for issuance of a replacement share certificate was made without the consent of the registered holder of the relevant shares the Company shall mail to such shareholder a photocopy of the public announcement that it intends to publish.– 33 –Original Article Amended Article (5) if at the expiration of the 90-day periods provided for in items (3) and (4) hereof the Company has not received any objection to the issuance of a replacement share certificate from any person it may issue a replacement share certificate in accordance with the application of the applicant. (6) when the Company issues a replacement share certificate under this Article it shall immediately cancel the original share certificate and record such cancellation and the issuance of the replacement share certificate in the register of shareholders.All expenses of the Company for the cancellation of the original share certificate and the issuance of a replacement share certificate shall be borne by the applicant.The Company shall be entitled to refuse to take any action until the applicant has provided reasonable security.Article 52: Deleted After the Company has issued a replacement share certificate in accordance with these Articles of Association it may not delete from the register of shareholders the name of a bona fide purchaser of the replacement share certificate mentioned above or of a shareholder that is subsequently registered as the owner of the shares (provided that he or she is a bona fide purchaser).– 34 –Original Article Amended Article Article 53: Deleted The Company shall not be held liable for damages in respect of any damage suffered by any person from the cancellation of the original share certificate or the issuance of the replacement share certificate unless the claimant can prove fraud on the part of the Company.Article 55: Article 45: Holders of ordinary shares of the Company Holders of ordinary shares of the Company shall enjoy the following rights: shall enjoy the following rights: (1) collect dividends and other profit (1) collect dividends and other profit distributions on the basis of the number distributions on the basis of the number of shares held by them; of shares held by them; (2) demand convene preside over participate (2) demand convene preside over participate or appoint their proxies to participate or appoint their proxies to participate in in Shareholders’ General Meeting in Shareholders’ Meeting in accordance with accordance with laws and exercise voting laws and exercise voting rights pursuant rights pursuant to their shareholdings; to their shareholdings; (3) supervise and control the Company’s (3) supervise and control the Company’s business activities and raise suggestions business activities and raise suggestions or inquiries; or inquiries; (4) transfer donate or pledge shares in (4) transfer donate or pledge shares in accordance with laws administrative accordance with laws administrative regulations and the Company’s Articles regulations and the Company’s Articles of Association; of Association; – 35 –Original Article Amended Article (5) obtain relevant information in (5) have the right to inspect or make copies accordance with the Articles of of the Articles of Association register Association of the Company which shall of shareholders meeting minutes of the include: Shareholders’ Meeting resolution of the meeting of the Board of Directors i. obtaining the Art ic les of and resolution of the meeting of the Association of the Company after Supervisory Committee and financial payment of a charge to cover costs; or accounting reports; ii. being entitled to browse and make (6) participate in the distribution of the a copy after payment of reasonable surplus assets of the Company according charges including: to their shareholding when the Company is terminated or liquidated; (i) all parts of the register of shareholders; (7) with respect to any shareholder who objects to the resolution of the (ii) personal information on Shareholders’ Meeting on the merger or the directors supervisors division of the Company requires the President and other senior Company to buy back his or her shares; management staff of the Company including: (8) institute a legal action in a People’s Court and claim relevant rights in accordance (a) current and previous with the Company Law other laws names and aliases; administrative rules and regulations or the Articles of Association against the (b) m a i n a d d r e s s e s acts that damage the Company’s interests (domiciles); or infringe the legitimate rights of the shareholders; (c) nationalities; (9) other r ights conferred by laws (d) full-time and other administrative rules and regulations and part-time occupations the Company’s Articles of Association.and duties; (e) identification documents and their numbers.(iii) the status of the Company’ share capital; – 36 –Original Article Amended Article (iv) reports of the aggregate par value number of shares and highest and lowest prices of each category of shares bought back by the Company since the last fiscal year as well as all the expenses paid by the Company therefore; (v) meeting minutes of the Shareholders’ General Meeting resolution of the meeting of the Board of Directors and resolution of the meeting of the Supervisory Committee; (vi) stub copy of corporate bond and financial reports. (6) participate in the distribution of the surplus assets of the Company according to their shareholding when the Company is terminated or liquidated; (7) with respect to any shareholder who objects to the resolution of the Shareholders’ General Meeting on the merger or division of the Company requires the Company to buy back his or her shares; (8) institute a legal action in a People’s Court and claim relevant rights in accordance with the Company Law other laws administrative rules and regulations or the Articles of Association against the acts that damage the Company’s interests or infringe the legitimate rights of the shareholders; (9) other rights conferred by laws administrative rules and regulations and the Company’s Articles of Association.– 37 –Original Article Amended Article Article 56: Article 46: Holders of common shares of the Company bear Holders of common shares of the Company bear the following obligations: the following obligations: (1) to comply with the Articles of Association (1) to comply with laws administrative of the Company; regulations and the Articles of Association of the Company; (2) to pay subscription moneys according to the shares subscribed for by them and the (2) to pay subscription moneys according to method of acquiring such shares; the shares subscribed for by them and the method of acquiring such shares; (3) not to return their shares except in circumstances specified in laws and (3) not to return their shares except in regulations; circumstances specified in laws and regulations; (4) not to abuse their shareholders’ rights to harm the interests of the Company or those (4) not to abuse their shareholders’ rights of other shareholders; not to abuse the to harm the interests of the Company Company’s independent legal person or those of other shareholders; if a status or shareholders’ limited liability shareholder abuses his or her shareholder to harm the interests of the Company’s rights thereby causing the Company or creditors; if a shareholder abuses his or another shareholder to sustain a loss he her shareholder rights thereby causing the or she shall be held liable for damages in Company or another shareholder to sustain a accordance with laws; if a shareholder loss he or she shall be held liable for damages abuses the Company’s independent legal in accordance with laws; if a shareholder person status or shareholders’ limited abuses the Company’s independent legal liability to evade a debt thereby materially person status or shareholders’ limited harming the interests of a creditor of liability to evade a debt thereby materially the Company he or she shall bear joint harming the interests of a creditor of the and several liability for the debt of the Company he or she shall bear joint and Company; several liability for the debt of the Company; (5) to submit a written report to the Company (5) to submit a written report to the Company on the date when they who have 5% or on the date when they who have 5% or above of interests in shares carrying above of interests in shares carrying voting rights charged their shares; voting rights charged their shares; (6) other obligations imposed by laws (6) other obligations imposed by laws administrative rules and regulations and administrative rules and regulations and these Articles of Association.these Articles of Association.Shareholders shall not bear any liability for Shareholders shall not bear any liability for further contributions to share capital other than further contributions to share capital other than the conditions agreed to by the subscribers for the conditions agreed to by the subscribers for the shares at the time of subscription.the shares at the time of subscription.– 38 –Original Article Amended Article Article 61: Article 51: The Shareholders’ General Meeting shall The Shareholders’ Meeting shall exercise the exercise the following functions and powers: following functions and powers: (1) to decide on the business policies and (1) to elect and replace directors and decide investment plans of the Company; on matters concerning the remuneration of directors; (2) to elect and replace directors and decide on matters concerning the remuneration (2) to elect and replace the supervisors who of directors; are to be appointed from among the shareholders’ representatives and decide (3) to elect and replace the supervisors who on matters concerning the remuneration are to be appointed from among the of supervisors; shareholders’ representatives and decide on matters concerning the remuneration (3) to consider and approve reports of the of supervisors; Board of Directors; (4) to consider and approve reports of the (4) to consider and approve reports of the Board of Directors; Supervisory Committee; (5) to consider and approve reports of the (5) to consider and approve the Company’s Supervisory Committee; profit distribution plans and plans for making up losses; (6) to consider and approve the Company’s annual financial budget plans and final (6) to pass resolutions concerning the increase accounting plans; or reduction of the Company’s registered capital; (7) to consider and approve the Company’s profit distribution plans and plans for (7) to pass resolutions on the merger division making up losses; dissolution or liquidation of the Company; (8) to pass resolutions concerning the increase (8) to pass resolutions on the issuance of or reduction of the Company’s registered corporate bonds; capital; (9) to pass resolutions on the engagement (9) to pass resolutions on the merger division dismissal or non-renewal of the dissolution or liquidation of the Company; engagement of accounting firms by the Company; (10) to pass resolutions on the issuance of corporate bonds; (10) to amend the Articles of Association of the Company; – 39 –Original Article Amended Article (11) to pass resolutions on the engagement (11) to decide on transactions in which the dismissal or non-renewal of the amount of material assets purchased or engagement of accounting firms by the sold by the Company within one year Company; exceeds 25% of the latest audited total assets of the Company; (12) to amend the Articles of Association of the Company; (12) to pass resolutions on matters relating to the security for third parties that (13) to decide on transactions in which the laws administrative regulations and amount of material assets purchased or the Company’s Articles of Association sold by the Company within one year require to be resolved by the Shareholders’ exceeds 25% of the latest audited total Meeting; assets of the Company; (13) to consider and approve changes in the (14) to pass resolutions on matters relating use of raising funds; to the security for third parties that laws administrative regulations and (14) to consider and approve the employee the Company’s Articles of Association stock ownership plan stock incentive require to be resolved by the Shareholders’ plan or other share-based compensation General Meeting; (such as allotment or share options etc.) granted to employees; (15) to consider and approve changes in the use of raising funds; (15) other matters that laws administrative regulations departmental rules or the (16) to consider and approve the employee Company’s Articles of Association stock ownership plan stock incentive require to be resolved by the Shareholders’ plan or other share-based compensation Meeting.(such as allotment or share options etc.) granted to employees; The Shareholders’ Meeting may delegate or entrust relevant matters to be handled by (17) other matters that laws administrative the Board of Directors. The Shareholders’ regulations departmental rules or the Meeting may delegate the Board of Directors Company’s Articles of Association to resolve on the issuance of corporate bonds.require to be resolved by the Shareholders’ General Meeting.The Shareholders’ General Meeting may delegate or entrust relevant matters to be handled by the Board of Directors.– 40 –Original Article Amended Article Article 63: Article 53: ???? As for the authorization of the Board of Directors As for the authorization of the Board of Directors by the Shareholders’ General Meeting the by the Shareholders’ Meeting the ordinary ordinary resolutions of the Shareholders’ resolutions of the Shareholders’ Meeting shall General Meeting shall be adopted by be adopted by shareholders in attendance shareholders in attendance (including proxies) (including proxies) holding more than half holding at least half of the voting rights; the of the voting rights; the special resolutions of special resolutions of the Shareholders’ General the Shareholders’ Meeting shall be adopted by Meeting shall be adopted by shareholders in shareholders in attendance (including proxies) attendance (including proxies) holding at least holding at least two-thirds of the voting rights.two-thirds of the voting rights. The content of The content of authorization should be clear authorization should be clear and specific. and specific.Article 65： Article 55： ???? The Board of Directors shall convene an The Board of Directors shall convene an extraordinary shareholders’ general meeting extraordinary shareholders’ meeting within within two months after the occurrence of any two months after the occurrence of any of the of the following circumstances: following circumstances: (1) the number of directors is less than the (1) the number of directors is less than the number provided for in the Company Law number provided for in the Company Law or less than two-thirds prescribed in the or less than two-thirds prescribed in the Articles of Association of the Company; Articles of Association of the Company; (2) the losses of the Company that have not (2) the losses of the Company that have not been made up reach one-third of the total been made up reach one-third of the total paid-in share capital of the Company; share capital of the Company; (3) upon the request of a shareholder who (3) upon the request of a shareholder who alone has held or shareholders who alone has held or shareholders who together have held at least 10 percent together have held at least 10 percent (including 10 percent) of the shares of (including 10 percent) of the shares of the Company (the shareholding referred the Company (the shareholding referred to above shall be calculated as of the day to above shall be calculated as of the day on which the written request is made); on which the written request is made); (4) The Board of Directors considers that there (4) The Board of Directors considers that there is a need or the Supervisory Committee is a need or the Supervisory Committee proposes a meeting. proposes a meeting; (5) other circumstances stipulated by laws administrative regulations departmental rules or these Articles of Association.– 41 –Original Article Amended Article Article 68: Article 58: When the Company is to hold an annual When the Company is to hold an annual Shareholders’ General Meeting the Board Shareholders’ Meeting the Board of Directors of Directors the Supervisory Committee and the Supervisory Committee and a shareholder a shareholder alone or shareholders together alone or shareholders together holding at least holding at least 3 percent of the Company’s 1 percent of the Company’s shares shall be shares shall be entitled to propose motions to entitled to propose motions to the Company.the Company.A shareholder alone or shareholders together A shareholder alone or shareholders together holding at least 1 percent of the shares of the holding at least 3 percent of the shares of the Company may submit extempore motions in Company may submit extempore motions writing to the convener 10 days prior to the in writing to the convener 10 days prior date of such meeting. The convener shall issue to the date of such meeting. The convener a supplementary notice of the Shareholders’ shall issue a supplementary notice of the Meeting and make a public announcement of Shareholders’ General Meeting and make a the contents of such extempore motion within public announcement of the contents of such two days after receipt of the motion excluding extempore motion within two days after receipt extempore motion that violates laws of the motion. administrative regulations or the provisions of the Articles of Association or is not within Except as provided in the preceding paragraph the scope of the powers of the Shareholders’ the convener may not make any changes Meeting.to the motions set forth in the notice of the Shareholders’ General Meeting or add any new Except as provided in the preceding paragraph motions once the notice and announcement of the convener may not make any changes the Shareholders’ General Meeting have been to the motions set forth in the notice of the issued. Shareholders’ Meeting or add any new motions once the notice and announcement of the Shareholders’ Meeting have been issued.– 42 –Original Article Amended Article Article 71: Article 61: Notice of a Shareholders’ General Meeting Notice of a Shareholders’ Meeting shall be shall be delivered to the shareholders delivered to all shareholders (whether or not (whether or not entitled to vote thereat) entitled to vote thereat) by the Company.by hand or prepaid mail at the recipient’s address shown in the register of shareholders. For the holders of domestic shares notice of a Shareholders’ Meeting shall be delivered For the holders of domestic shares notice of a by way of public announcement. The notice Shareholders’ General Meeting may also be announcement shall be published in one or delivered by way of public announcement. more newspapers or periodicals designated Such announcement shall be published in one by the securities regulatory authority or more newspapers or periodicals designated of the State Council on the websites of by the securities regulatory authority of the the Shanghai Stock Exchange and of the State Council within the period from the 45th Company. Once the announcement is made day to the 50th day (including the 45th and all the holders of domestic shares shall be the 50th day) prior to the date of the meeting deemed to have received the notice of the to be held. Once the announcement is made relevant Shareholders’ Meeting.all the holders of domestic shares shall be deemed to have received the notice of the For holders of H Shares notice of a Shareholders’ relevant Shareholders’ General Meeting. Meeting may be delivered or provided by means as specified in Article 221 of these Articles of For holders of H Shares notice of a Shareholders’ Association subject to laws regulations and General Meeting may also be delivered or the relevant listing rules of the place where the provided by other means as specified in Article Company’s shares are listed. 236 of these Articles of Association subject to laws regulations and the relevant listing rules of the place where the Company’s shares are listed.– 43 –Original Article Amended Article Article 72: Article 62: Any shareholder entitled to attend and vote at a Any shareholder entitled to attend and vote at Shareholders’ General Meeting shall have the a Shareholders’ Meeting shall have the right right to appoint one or more persons (who need to appoint one or more persons (who need not not be shareholders) as his or her proxies to be shareholders) as his or her proxies to attend attend and vote on his or her behalf. Such proxy and vote on his or her behalf. Such proxy may may exercise the following rights in accordance exercise the following rights in accordance with with his or her appointment by the shareholder: his or her appointment by the shareholder: (1) the shareholders right to be heard at the (1) the shareholders right to be heard at the Shareholders’ General Meeting; Shareholders’ Meeting; (2) the right to demand or join in the demand (2) the right to demand or join in the demand for a ballot; for a ballot; (3) unless otherwise provided in accordance (3) unless otherwise provided in accordance with the applicable listing rules or other with the applicable listing rules or other securities laws and regulations the voting securities laws and regulations the voting rights shall be exercised by show of hands rights shall be exercised by show of hands or by ballot except that if a shareholder or by ballot except that if a shareholder has appointed more than one proxy such has appointed more than one proxy such proxies may only exercise their voting proxies may only exercise their voting rights by ballot. rights by ballot.Where a shareholder appoints a proxy to attend the Shareholders’ Meeting the matters authority and period for which the proxy is to act shall be clearly defined; the proxy shall submit the power of attorney by the shareholder to the Company and exercise the voting rights within the scope of the authorization.– 44 –Original Article Amended Article Article 78: Article 68: Any proxy who represents an individual Any proxy who represents an individual shareholder to attend the Shareholders’ General shareholder to attend the Shareholders’ Meeting Meeting shall provide his or her identification shall provide his or her identification document document as well as the power of attorney as well as the power of attorney signed by the signed by the principal or the representative principal or the representative authorized by authorized by the principal. In the case of the the principal and shareholding certificates.legal representative of a corporate shareholder In the case of the legal representative of a appoints a proxy to attend the meeting the corporate shareholder appoints a proxy to attend proxy shall provide his or her identification the meeting the proxy shall provide his or her document as well as the power of attorney identification document as well as the power signed by the legal representative. Any proxy of attorney signed by the legal representative authorized by way of a resolution of its Board and shareholding certificates. Any proxy of Directors or other decision making body who authorized by way of a resolution of its Board attend the Shareholders’ General Meeting shall of Directors or other decision making body who provide his or her identification document as attend the Shareholders’ Meeting shall provide well as the power of attorney signed by the his or her identification document as well as Board of Directors or other decision making the power of attorney signed by the Board of body and under the seal of the legal person. Directors or other decision making body and The instrument of appointment shall specify shareholding certificates and under the seal of the date of issuance. the legal person. The instrument of appointment shall specify the date of issuance.– 45 –Original Article Amended Article Article 79: Article 69: The Board of Directors independent directors The Board of Directors independent directors shareholders holding more than one percent shareholders holding more than one percent of the voting shares or investor protection of the voting shares or investor protection institutions established in accordance with laws institutions established in accordance with laws administrative regulations or the provisions of administrative regulations or the provisions of the CSRC may act as soliciting parties either the CSRC may act as soliciting parties either by themselves or by entrusting securities by themselves or by entrusting securities companies or securities service institutions to companies or securities service institutions to publicly request shareholders to appoint them publicly request shareholders to appoint them to attend the Shareholders’ General Meeting to attend the Shareholders’ Meeting on their on their behalves and to exercise shareholders’ behalves and to exercise shareholders’ rights rights such as proposal rights and voting rights such as proposal rights and voting rights on on their behalves. The public solicitation of their behalves. The soliciting parties shall rights shall be done in compliance with the disclose the solicitation announcement provisions of the relevant regulatory authorities and relevant solicitation documents in and the stock exchange where the Company’s accordance with the law and regulations shares are listed and traded. and the Company shall provide assistance.The soliciting parties shall not publicly solicit shareholders’ rights in a paid or disguised paid manner. The public solicitation of rights shall be done in compliance with the provisions of the relevant regulatory authorities and the stock exchange where the Company’s shares are listed and traded.– 46 –Original Article Amended Article Article 80: Article 70: Resolutions of the Shareholders’ General Resolutions of the Shareholders’ Meeting are Meeting are divided into ordinary resolutions divided into ordinary resolutions and special and special resolutions. resolutions.Ordinary resolutions of the Shareholders’ Ordinary resolutions of the Shareholders’ General Meeting shall be adopted by Meeting shall be adopted by shareholders shareholders in attendance (including proxies) in attendance (including proxies) holding holding at least half of the voting rights. Special more than half of the voting rights. Special resolutions of the Shareholders’ General resolutions of the Shareholders’ Meeting shall Meeting shall be adopted by shareholders in be adopted by shareholders in attendance attendance (including proxies) holding at least (including proxies) holding at least two-thirds two-thirds of the voting rights. of the voting rights.The shareholders (including their proxies) The shareholders (including their proxies) attending the meeting shall express one of the attending the meeting shall express one of the following opinions on the proposals submitted following opinions on the proposals submitted for voting: for against or abstention. As for the for voting: for against or abstention.unpolled vote or abstention the Company will not treat it as the vote with voting right when calculating the voting result of this matter.– 47 –Original Article Amended Article Article 82: Deleted Votes at a Shareholders’ General Meeting shall be taken by a show of hands unless otherwise provided in rules governing the applicable listing rules or other securities laws and regulations or unless a vote by ballot is demanded before or after any vote by show of hands by: (1) the chairman of the meeting; (2) at least two shareholders with voting rights or proxies with voting rights; (3) one or several shareholders (including proxies) holding alone or together at least 10 percent of the shares carrying the right to vote at the Shareholders’ General Meeting.Unless otherwise provided in rules governing the applicable listing rules or other securities laws and regulations or unless a vote by ballot is demanded the chairman of the meeting shall announce whether the motion has been carried in accordance with the results of the vote by show of hands and shall record the same in the minutes of the meeting (without need to evidence the number of votes for or against the resolutions adopted at the meeting or the percentages thereof) which shall be conclusive evidence.The demand for a vote by ballot may be withdrawn by the person who made it.– 48 –Original Article Amended Article New Article Article 72: The voting at the Shareholders’ Meeting shall be conducted by a registered poll.Before voting on a resolution at the Shareholders’ Meeting two shareholder representatives shall be elected as vote counters and scrutinizers. Any shareholders or their proxies who are related to the matter to be considered shall not participate in vote counting or scrutinizing.When voting on a resolution at the Shareholders’ Meeting lawyers shareholder representatives supervisor representatives and organizations or persons qualified for vote counting as stipulated in the relevant Listing Rules shall be jointly responsible for vote counting and scrutinizing and announcing the voting results onsite.The voting results of the resolutions at the Shareholders’ Meetings shall be recorded in the minutes of the meeting.Shareholders of the Company or their proxies voting through the internet or other ways shall have the right to check their own votes cast through the corresponding voting system.Article 83: Deleted If the matter demanded to be voted upon by ballot is the election of the chairman or the adjournment of the meeting a ballot shall be taken immediately. If a ballot is demanded for any other matter such ballot shall be taken at the time decided upon by the chairman and the meeting may proceed with the discussion of other matters; the result of the ballot shall still be regarded as a resolution passed at that meeting.– 49 –Original Article Amended Article New Article Article 73: The Shareholders’ Meeting of the Company may be convened and voted by means of electronic communication.The Company may use various means to facilitate shareholders’ participation in the Shareholders’ Meetings the use of modern information technology such as the provision of an online voting platform as a prioritized means provided that the legality and validity of the Shareholders’ Meeting is assured.The same voting right shall only be exercised by one of the voting means including on-site via internet or by other means (if any). In the event that the same voting right has been exercised repeatedly the results of the first voting shall prevail.Article 84: Deleted When a ballot is held shareholders (including proxies) having the right to two or more votes need not use all of their voting rights in the same way.Article 85: Deleted When the numbers of votes for and against are equal regardless of whether the vote is taken by show of hands or by ballot the chairman of the meeting shall be entitled to one additional vote.– 50 –Original Article Amended Article Article 86: Article 74: Decisions of the Shareholders’ General Decisions of the Shareholders’ Meeting on any Meeting on any of the following matters shall of the following matters shall be adopted by be adopted by ordinary resolution: ordinary resolution: (1) to decide on the business policies and (1) to elect and change directors and decide investment plans of the Company; on matters concerning the remuneration of directors; (2) to elect and change directors and decide on matters concerning the remuneration (2) to elect and change the supervisors who of directors; are to be appointed from among the shareholders’ representatives and decide (3) to elect and change the supervisors who are to on matters concerning the remuneration be appointed from among the shareholders’ of supervisors; representatives and decide on matters concerning the remuneration of supervisors; (3) to consider and approve reports of the Board of Directors; (4) to consider and approve reports of the Board of Directors; (4) to consider and approve reports of the Supervisory Committee; (5) to consider and approve reports of the Supervisory Committee; (5) to consider and approve the Company’s profit distribution plans and plans for (6) to consider and approve the Company’s making up losses; annual financial budget plans and final accounting plans; (6) to pass resolutions on the engagement dismissal or non-renewal of the (7) to consider and approve the Company’s engagement of accounting firms by the profit distribution plans and plans for Company; making up losses; (7) to consider and approve changes in the (8) to pass resolutions on the engagement use of raising funds; dismissal or non-renewal of the engagement of accounting firms by the (8) the matters other than those which laws Company; administrative rules and regulations or these Articles of Association require to (9) to consider and approve changes in the be adopted by special resolution. use of raising funds; (10) the matters other than those which laws administrative rules and regulations or these Articles of Association require to be adopted by special resolution.– 51 –Original Article Amended Article Article 87: Article 75: Decisions of the Shareholders’ General Decisions of the Shareholders’ Meeting on any Meeting on any of the following matters shall of the following matters shall be adopted by be adopted by special resolution: special resolution: (1) the increase or reduction of the registered (1) the increase or reduction of the registered capital and issuance of any class of shares capital and issuance of any class of shares warrants or other similar securities of the warrants or other similar securities of the Company; Company; (2) the issuance of corporate bonds; (2) the issuance of corporate bonds or the authorization to the Board of Directors ?? to resolve on the issuance of corporate bonds; ?? Article 89: Article 77: ???? If the Supervisory Committee fails to issue If the Supervisory Committee fails to issue a a notice calling the Shareholders’ General notice calling the Shareholders’ Meeting by Meeting by the prescribed deadline it shall the prescribed deadline it shall be deemed to be deemed to have failed to convene and have failed to convene and preside over such preside over such meeting and a shareholder meeting and a shareholder or shareholders of the or shareholders of the Company may himself/ Company individually or collectively holding themselves convene and preside over such not less than 10 percent of the Company’s meeting (Until the resolution(s) of the shares for not less than 90 consecutive days Shareholders’ General Meeting is/are may himself/themselves convene and preside announced the shareholding percentages of over such meeting. The procedure according to the convening shareholders may be not less which they convene such meeting shall to the than 10 percent). The procedure according to extent possible be identical to the procedure which they convene such meeting shall to the according to which Shareholders’ Meetings are extent possible be identical to the procedure to be convened by the Board of Directors.according to which Shareholders’ General Meetings are to be convened by the Board of ?? Directors.?? – 52 –Original Article Amended Article Article 90: Article 78: Shareholders’ General Meetings shall be Shareholders’ Meetings shall be convened and convened and presided over by the Chairman presided over by the Chairman of the Board.of the Board. If the Chairman of the Board If the Chairman of the Board fails or is unable fails or is unable to perform his or her duties to perform his or her duties the meeting shall the meeting shall be presided over by the Vice be presided over by the Vice Chairman of the Chairman of the Board. If the Vice Chairman of Board. If the Vice Chairman of the Board is the Board is not designated or the Vice Chairman not designated or the Vice Chairman of the of the Board fails or is unable to perform his Board fails or is unable to perform his or her or her duties the meeting shall be presided duties the meeting shall be presided over by the over by the director jointly elected by at least director jointly elected by more than half of one half of the directors. Where no chairman the directors. Where no chairman is designated is designated the shareholders attending the the shareholders attending the meeting may meeting may elect one person to preside over elect one person to preside over the meeting.the meeting. If for any reason the shareholders If for any reason the shareholders are unable are unable to elect a chairman the shareholder to elect a chairman the shareholder holding the holding the largest number of voting shares and largest number of voting shares and attending attending the meeting (whether in person or by the meeting (whether in person or by proxy) proxy) shall preside over the meeting. shall preside over the meeting.At a Shareholders’ General Meeting convened At a Shareholders’ Meeting convened by the by the Supervisory Committee the Chairman Supervisory Committee the Chairman of the of the Supervisory Committee shall preside. If Supervisory Committee shall preside. If the the Chairman of the Supervisory Committee Chairman of the Supervisory Committee fails fails or is unable to perform his or her duties or is unable to perform his or her duties the the meeting shall be presided over by the meeting shall be presided over by the supervisor supervisor jointly elected by at least one half jointly elected by more than half of the of the supervisors. supervisors.???? – 53 –Original Article Amended Article Article 93: Article 81: In the event that the votes are counted at the Shareholders’ General Meeting the counting results shall be recorded in the minutes of the meeting.The minutes of Shareholders’ General Meeting Shareholders’ Meeting shall have minutes shall be prepared by the secretary and be signed which shall be taken by the secretary of by directors supervisors secretary of the Board the Board of Directors. The records of the the convener or their representatives and the of meetings shall be signed by directors host (chairman of the meeting) present at the supervisors secretary of the Board the convener meeting. or their representatives and the host (chairman of the meeting) present at the meeting.The adopted resolutions of Shareholders’ The adopted resolutions of Shareholders’ General Meeting shall be kept as the Company’s Meeting shall be kept as the Company’s minutes of meetings. The records and minutes resolutions of meetings. The records and of meetings shall be written in Chinese. The resolutions of meetings shall be written in minutes of meetings together with the sign-in Chinese. The minutes and resolutions of register of attending shareholders and the meetings together with the valid information instruments of appointment of proxies shall be on the sign-in register of attending shareholders kept at the Company’s domicile for at least 10 and the instruments of appointment of proxies years. details of voting on the network and other voting methods (if any) shall be kept at the Company’s domicile for at least 10 years.– 54 –Original Article Amended Article Article 105: Article 93: The Company shall establish a Board of The Company shall establish a Board of Directors. The Board of Directors is the Directors. The Board of Directors is the permanent authori ty and management permanent authori ty and management decision-making body of the Company which decision-making body of the Company which is subject to the supervision of the Supervisory is subject to the supervision of the Supervisory Committee and all the shareholders and is Committee and all the shareholders and is responsible for and report to the Shareholders’ responsible for and report to the Shareholders’ General Meeting. Through improving Meeting. Through improving the Company’s the Company’s law-based governance law-based governance authorization and authorization and delegation compliance and delegation compliance and internal control internal control risk management and control risk management and control and internal and internal supervision and monitoring system supervision and monitoring system the the Board gives full play to the responsibilities Board gives full play to the responsibilities of of determining strategies making decisions and determining strategies making decisions and preventing risks. preventing risks.As needed under the Board of Directors there shall be such special committees as an Audit Committee a Nomination Committee a Remuneration Committee a Development and Planning Committee and an ESG Committee. The specific composition and powers of the aforesaid special committees as well as the remuneration and assessment mechanism for directors supervisors and senior management are detailed in the Detailed Implementation Rules for the Special Committees under the Board of Directors of Aluminum Corporation of China Limited and other relevant systems formulated by the Company.– 55 –Original Article Amended Article Article 106: Article 94: The Board of Directors shall be composed of 9 The Board of Directors shall be composed directors. The outside directors (herein meaning of 9 directors. The outside directors (herein those directors who do not hold office in the meaning those directors other than executive Company the same hereinafter) shall represent directors the same hereinafter) shall represent not less than 50 percent of the members of the not less than 50 percent of the members of the Board of Directors of which at least 3 directors Board of Directors and independent directors shall be independent directors (herein meaning (herein meaning those directors who do not those directors who are independent to the hold positions other than directorships in shareholders and do not hold office in the the Company and do not have any direct Company). or indirect interests with the Company its major shareholders or de facto controllers or any other relationship that may affect their independent and objective judgment and who are recognized as independent directors by the stock exchange where the Company is listed the same hereinafter) shall be at least 3 and account for one-third or more of the members of the Board of Directors and at least one accounting professional shall be included.The Board of Directors shall include one The Board of Directors shall include one chairman and one vice chairman (if needed). chairman and one vice chairman (if needed).As needed under the Board of Directors Among the special committees under the there shall be such special committees Board of Directors the Audit Committee as an Audit Committee a Nomination shall be composed entirely of independent Committee a Remuneration Committee directors of whom at least one shall be a a Development and Planning Committee financial or accounting professional and the and an Occupational Health and Safety convener shall be a financial or accounting and Environment Committee. The Audit professional among the independent Committee shall be composed entirely of directors; the Remuneration Committee and independent directors of whom at least the Nomination Committee shall consist of a one shall be a financial or accounting majority of independent directors and the professional. The Remuneration Committee conveners shall be an independent director.and the Nomination Committee shall consist of a majority of independent directors.– 56 –Original Article Amended Article Article 108: Article 96: Directors shall be elected by the Shareholders’ Directors shall be elected by the Shareholders’ General Meeting and serve terms of three Meeting and serve terms of three years (from years (from the date of being elected to the date the date of being elected to the date that the that the new Board of Directors is elected by new Board of Directors is elected by the the Shareholders’ General Meeting). At the Shareholders’ Meeting). At the expiration of expiration of their terms directors may continue their terms directors may continue to serve as to serve as such if reelected but independent such if reelected but independent directors may directors may not serve more than six years in not serve more than six years in succession.succession.The list of candidates for directors shall be The list of candidates for directors shall be submitted as a motion to the Shareholders’ submitted as a motion to the Shareholders’ Meeting. Other candidates for directors except General Meeting. Other candidates for for independent directors shall be nominated directors except for independent directors by the Board of Directors the Supervisory shall be nominated by the Board of Directors Committee and a shareholder alone or the Supervisory Committee and a shareholder shareholders together holding more than 1 alone or shareholders together holding at least percent of the Company’s shares and shall be 3 percent of the Company’s shares and shall be elected by the Shareholders’ Meeting of the elected by the Shareholders’ General Meeting Company.of the Company.A written notice of the intention to nominate a A written notice of the intention to nominate a candidate for election as a Director and a notice candidate for election as a Director and a notice by such candidate of his/her willingness to be by such candidate of his/her willingness to be elected as well as basic information on such elected shall be given to the Company 7 days candidate shall be given to the Company before the date of the general meeting. within a reasonable time before the date of the Shareholders’ Meeting to enable the The outside directors shall have sufficient time Company to deliver or provide the relevant and the necessary knowledge and ability to notices and materials to the shareholders at perform their duties. The Company must provide least 10 trading days before the date of the necessary information to outside directors for Shareholders’ Meeting.performing their duties. Among them the independent non-executive directors may The directors shall have sufficient time and the directly report to the Shareholders’ General necessary knowledge and ability to perform their Meeting the State Council authorities in charge duties. The Company must provide necessary of securities and other relevant departments. working conditions and information to outside directors for performing their duties. Among Executive directors shall deal with matters them the independent directors may directly authorized by the Board of Directors. report to the Shareholders’ Meeting the State Council authorities in charge of securities and other relevant departments.– 57 –Original Article Amended Article Article 109: Article 97: The procedure prior to electing the Company’s The procedure prior to electing the Company’s non-independent directors shall be as follows: non-independent directors shall be as follows: (1) the consent of the nominee shall be obtained (1) the consent of the nominee shall before the nominator nominates him or be obtained before the nominator her for the position of non-independent nominates him or her for the position director; the nominator(s) shall be fully of non-independent director; the aware of such details of the nominee nominator(s) shall be fully aware of basic as his or her occupation educational information of the nominee including background title career details all of but not limited to his or her educational his or her concurrent positions etc. and background work experience and provide the written documents about part-time jobs; whether he or she has the above-mentioned information to the any connected relationship with any of Company. The candidates shall make the Company’s directors supervisors a written commitment to the Company senior management de facto controllers that they agree to accept the nomination or Shareholders holding more than 5% and promise that the publicly disclosed of the Company’s shares; and whether information about candidates is true and he or she has any types of situations complete and to guarantee that they will which make him or her inappropriate earnestly perform their duties if being to serve as a director of the Company; selected. and details of the Company’s shares held by his or her. The Company shall (2) in case the candidates for non-independent disclose the foregoing information of directors are nominated before the the nominee in detail.convening of the board meeting if there are relevant provisions in the applicable (2) in case the candidates for non-independent laws administrative regulations and directors are nominated before the rules and/or the relevant listing rules convening of the board meeting if there the written materials about the nominees are relevant provisions in the applicable described in item (1) of this Article shall laws administrative regulations and be announced together with the resolution rules and/or the relevant listing rules of the Board of Directors in accordance the written materials about the nominees with such provisions. described in item (1) of this Article shall be announced together with the resolution of the Board of Directors in accordance with such provisions.– 58 –Original Article Amended Article (3) if a shareholder alone or shareholders (3) if a shareholder alone or shareholders together holding at least 3 percent of the together holding more than 1 percent voting rights in the Company put(s) forth of the shares in the Company put(s) forth an extempore motion for the election of an extempore motion for the election of an an independent non-executive director independent non-executive director the the written notice of the intention to written notice of the intention to nominate nominate a candidate for the position a candidate for the position of independent of independent non-executive director non-executive director and of the nominee and of the nominee indicating his or her indicating his or her willingness to accept willingness to accept the nomination as the nomination as well as relevant written well as relevant written materials on the materials on the nominee and his or her nominee and his or her commitment as commitment as mentioned above in item mentioned above in item (1) shall be (1) shall be delivered to the Company delivered to the Company 10 days before within a reasonable time before the date the date of the Shareholders’ General of the Shareholders’ Meeting to enable Meeting. No such written notice shall the Company to deliver or provide the be sent prior to the date immediately relevant notice and information to the following the date when the notice of the shareholders 10 trading days before the meeting for election of relevant director date of the Shareholders’ Meeting.is sent or later than 7 days before the convening of the Shareholders’ General (4) the candidates for directors shall Meeting for considering the election of answer the shareholders’ questions at such director. the Shareholders’ Meeting discussing his/her election and appointment matters. (5) if a non-independent director is elected at the Shareholders’ Meeting of the Company the cumulative voting system shall be adopted and the votes of the minority shareholders shall be separately counted and disclosed. (6) after being elected by the Shareholders’ Meeting of the Company a candidate for director shall within one month after the election sign the Statement and Undertaking of Directors which shall be witnessed by a lawyer and filed with the stock exchange and the Board of Directors of the Company. Directors shall warrant that the matters declared in the Statement and Undertaking of Directors are true accurate and complete and that there are no false information misleading statements or material omissions.– 59 –Original Article Amended Article Article 111: Article 99: The Chairman of the Board and the Vice The Chairman of the Board and the Vice Chairman of the Board shall be elected and Chairman of the Board shall be elected and dismissed by more than half of all the directors. removed by more than half of all the directors.The Chairman of the Board and the Vice The Chairman of the Board and the Vice Chairman of the Board shall serve terms of Chairman of the Board shall serve terms of three years and may serve consecutive terms three years and may serve consecutive terms if reelected. if reelected.Article 112: Article 100: The Board of Directors shall be accountable The Board of Directors shall be accountable to the Shareholders’ General Meeting and to the Shareholders’ Meeting and exercise the exercise the following functions and powers: following functions and powers: (1) to convene Shareholders’ General (1) to convene Shareholders’ Meetings and Meetings and to report on its work to the to report on its work to the Shareholders’ Shareholders’ General Meeting; Meeting; (2) to implement the resolutions of the (2) to implement the resolutions of the Shareholders’ General Meeting; Shareholders’ Meeting; (3) to decide on the business plans and (3) to decide on the business plans and investment plans of the Company; investment plans of the Company; (4) to formulate the annual financial budgets (4) to determine the annual financial budgets plans and final accounts plans of the plans and final accounts plans of the Company; Company; (5) to determine the Company’s annual (5) to determine the Company’s annual financing plan; financing plan; (6) to formulate the profit distribution plans (6) to formulate the profit distribution plans and plans for making up losses of the and plans for making up losses of the Company; Company; (7) to formulate plans for the Company’s (7) to formulate plans for the Company’s debt and financial policies the increase debt and financial policies the increase or reduction of the registered capital of or reduction of the registered capital of the Company and plans for the issuance the Company and plans for the issuance of corporate bonds or other securities; of corporate bonds or other securities; – 60 –Original Article Amended Article (8) to draft plans for major acquisitions or (8) to draft plans for major acquisitions or disposals of the Company purchase of disposals of the Company purchase of shares of the Company or the merger shares of the Company or the merger division split or dissolution of the division split or dissolution of the Company; Company; (9) to make decision on the security not subject (9) to make decision on the security not subject to the approval of the Shareholders’ to the approval of the Shareholders’ General Meeting in accordance with Meeting in accordance with the laws the laws the administrative regulations the administrative regulations and rules and rules as well as these Articles of as well as these Articles of Association; Association; (10) to review and approve the Company’s (10) to review and approve the Company’s annual social responsibi l i ty and annual social responsibi l i ty and environmental social and governance environmental social and governance report (Environmental Social and report (Environmental Social and Governance Report under the Rules Governance Report under the Rules Governing the Listing of Securities on Governing the Listing of Securities on The Stock Exchange of Hong Kong The Stock Exchange of Hong Kong Limited hereinafter the “ESG Report”); Limited hereinafter the “ESG Report”); to decide on the Company’s major to decide on the Company’s major environmental social and governance environmental social and governance matters within the scope of authorization matters within the scope of authorization of the Shareholders’ Meeting; of the Shareholders’ General Meeting; (11) to promote the rule of law and compliance management of the Company consider and approve the annual work report on the rule of law construction and compliance management of the Company review the Company’s compliance system construction plan and study and decide on major matters of compliance management; (11) to decide on such matters as the (12) to decide on such matters as the Company’s investments in third parties Company’s investments in third parties purchase and sales of assets asset purchase and sales of assets asset mortgages entrustment of financial mortgages entrustment of financial services connected transactions external services connected transactions external donations to the extent authorized by the donations to the extent authorized by the Shareholders’ General Meeting; Shareholders’ Meeting; (12) to decide on the establishment of (13) to decide on the establishment of the Company’s internal management the Company’s internal management organization; organization; – 61 –Original Article Amended Article (13) to appoint or dismiss the Company’s (14) to appoint or dismiss the Company’s President and secretary to the Board of General Manager and secretary to the Directors; to appoint or dismiss Senior Board of Directors; to appoint or dismiss Vice Presidents Vice Presidents Senior Deputy General Manager chief financial officer and General Deputy General Manager chief financial Counsel of the Company based on the officer and General Counsel of the recommendations of the President; to Company based on the recommendations decide on the remuneration rewards and of the General Manager; to decide on the punishments of senior management and remuneration rewards and punishments to implement contractual management in of senior management and to implement accordance with the labour contract; contractual management in accordance with the labour contract; (14) to decide on the establishment of the (15) to decide on the establishment of the Company’s branches; Company’s branches; (15) to formulate amendments to these Articles (16) to formulate amendments to these Articles of Association; of Association; (16) to formulate the basic management (17) to formulate the basic management systems of the Company; systems of the Company; (17) to formulate equity incentive plans (18) to formulate equity incentive plans employee stock ownership plans or employee stock ownership plans or other share-based compensation (such other share-based compensation (such as allotment or share options) granted to as allotment or share options) granted to employees; employees; (18) to make decision on the Company’s other (19) to make decision on the Company’s other major affairs and administrative affairs major affairs and administrative affairs and to sign other important agreements and to sign other important agreements except for the matters to be considered except for the matters to be considered at at the Shareholders’ General Meeting the Shareholders’ Meeting in accordance in accordance with the provisions of with the provisions of the Company Law the Company Law and these Articles of and these Articles of Association; Association; (19) to make decision on the matters in relation (20) to make decision on the matters in relation to buyback of shares of the Company to buyback of shares of the Company under the circumstances set forth in items under the circumstances set forth in items (5) and (6) of the Article 30; (5) and (6) of the Article 30; – 62 –Original Article Amended Article (21) to decide to issue shares not exceeding 50% of the issued shares within three years with the authorization of the Shareholders’ Meeting. However the capital contribution in the form of non-monetary property shall be resolved by the Shareholders’ Meeting; (20) other functions and powers provided for (22) other functions and powers provided for in these Articles of Association or granted in these Articles of Association or granted by the Shareholders’ General Meeting. by the Shareholders’ Meeting.Resolutions by the Board of Directors on the Resolutions by the Board of Directors on the matters referred to in the preceding paragraph matters referred to in the preceding paragraph shall be passed by the affirmative vote of not shall be passed by the affirmative vote of a less than one half of all of the directors with majority vote of all of the directors with the the exception of resolutions on the matters exception of resolutions on the matters referred referred to in items (7) (8) (9) (15) (17) and to in items (7) (8) (9) (16) (18) (20) and (19) which shall require the affirmative vote (21) which shall require the affirmative vote of at least two-thirds of all of the directors for of at least two-thirds of all of the directors for adoption. adoption.– 63 –Original Article Amended Article If a director has a connected relationship If a director has a connected relationship with with an enterprise involved in a matter on an enterprise or individual involved in a matter which a resolution is to be made at a meeting on which a resolution is to be made at a meeting of the Board of Directors he or she may not of the Board of Directors such director shall exercise his or her right to vote regarding such promptly report in writing to the Board of resolution nor may he or she exercise the voting Directors. A director who has a connected right of another director as such director’s relationship may not exercise his or her right proxy thereon. Under circumstance set forth to vote regarding such resolution nor may above such a Board meeting may be held only he or she exercise the voting right of another if more than one half of the directors without director as such director’s proxy thereon.a connected relationship are present and the Under circumstance set forth above such a resolutions made at such a Board meeting shall Board meeting may be held only if more than require adoption by more than one half of the one half of the directors without a connected directors without a connected relationship. relationship are present and the resolutions As for the aforementioned items which shall made at such a Board meeting shall require require the affirmative vote of at least two-thirds adoption by more than one half of the directors of all of the directors for adoption and shall without a connected relationship. As for the require adoption by at least two-thirds of the aforementioned items which shall require the directors without a connected relationship. If affirmative vote of at least two-thirds of all of the Board meeting is attended by less than three the directors for adoption and shall require directors without a connected relationship the adoption by at least two-thirds of the directors matter shall be submitted to the Shareholders’ without a connected relationship. If the Board General Meeting for consideration. meeting is attended by less than three directors without a connected relationship the matter shall be submitted to the Shareholders’ Meeting for consideration.A resolution by the Board of Directors on a A resolution by the Board of Directors on a connected transaction shall enter into effect connected transaction shall enter into effect only once the independent non-executive only once the independent directors have signed directors have signed the same. the same.???? – 64 –Original Article Amended Article Article 117: Article 105: ???? The Vice Chairman of the Board of the Company The Vice Chairman of the Board of the Company shall assist the Chairman of the Board in his or shall assist the Chairman of the Board in his or her work. If the Chairman of the Board is unable her work. If the Chairman of the Board is unable to perform his or her duties or fails to perform to perform his or her duties or fails to perform his or her duties his or her duties shall be his or her duties his or her duties shall be performed by the Vice Chairman of the Board; performed by the Vice Chairman of the Board; if the Vice Chairman of the Board is unable or if the Vice Chairman of the Board is unable or fails to perform these duties a director elected fails to perform these duties a director elected by at least one half of the directors shall perform by the majority of the directors shall perform such duties. such duties.– 65 –Original Article Amended Article Article 118: Article 106: Meetings of the Board of Directors shall be held At least four regular meetings (including at least four times a year. Meetings of the Board annual meeting semi-annual meeting and of Directors shall be convened by the Chairman quarterly meeting of the Board of Directors) of the Board by giving a notice to all directors of the Board of Directors shall be held each and supervisors 14 days before the meetings year. Meetings of the Board of Directors shall are held. be convened by the Chairman of the Board.The Chairman of the Board shall convene The Chairman of the Board shall convene an interim meeting of the Board of Directors an interim meeting of the Board of Directors within 10 days without being limited by the within 10 days if: aforementioned meeting notice period if: (1) it is proposed by shareholders representing (1) it is proposed by shareholders representing at least 10 percent of the voting rights; at least 10 percent of the voting rights; (2) it is proposed by at least one-third of the (2) it is proposed by at least one-third of the directors; directors; (3) it is proposed by at least one-half of the (3) it is proposed by at least one-half of the independent directors; independent directors; (4) it is proposed by the Supervisory (4) it is proposed by the Supervisory Committee; Committee; (5) the Chairman of the Board deems it (5) it is proposed by the President of the necessary; Company. (6) it is proposed by the General Manager; ?? (7) securities affairs regulatory authorities require the convening; (8) other circumstances as stipulated under the Articles of Association.?? – 66 –Original Article Amended Article Article 119: Article 107: The meetings of the Board of Directors shall be The meetings of the Board of Directors shall be noticed by way as follows: noticed by way as follows: (1) If the Board of Directors has specified (1) If the Board of Directors has specified the time and place of the regular board the time and place of the regular board meeting in advance no service of notice meeting in advance no service of notice is required. is required. (2) If the Board of Directors has not specified (2) If the Board of Directors has not specified the time and place of the regular board the time and place of the board meeting meeting in advance the Chairman of the in advance the Company shall send Board shall at least 14 days in advance the formal notice of the meeting to inform the directors and supervisors all directors supervisors senior the time and the place of the board management and the secretary to the meeting by way of telegraph telex fax Board of Directors of the Company by courier registered mail or by specially hand facsimile mail or e-mail 14 days designated person except as otherwise (in the case of a regular meeting) or 5 provided in Article 122 of these Articles days (in the case of an extraordinary of Association. meeting) before the meeting of the Board of Directors. (3) The notice shall be written in Chinese if necessary the English version can be (3) The notice shall be written in Chinese attached including the agenda for the if necessary the English version can be meeting. Any director may waive the right attached including the agenda for the of receiving the notice of board meeting. meeting. Any director may waive the right of receiving the notice of board meeting.– 67 –Original Article Amended Article Article 120: Article 108: The Board of Directors shall give a prior notice Materials for a meeting of the Board of to all the executive and outside directors of any Directors shall be sent to all directors of the material matter to be resolved by the Board of Company for review at least 7 days (in the Directors within a period required by Article case of a regular meeting) or 3 days (in the 123 of these Articles of Association and provide case of an extraordinary meeting) before the sufficient materials with respect to such matter meeting by hand facsimile mail or e-mail.in strict accordance with relevant procedures. The directors may require additional materials The directors may require additional materials with respect thereto. If at least one-quarter of the with respect thereto. If at least one-quarter of directors or at least two and more independent the directors or at least two outside directors directors believe that the motion before the believe that the motion before the Board of Board of Directors is unclear or unspecific the Directors is unclear or unspecific the meeting meeting materials are insufficient or other such materials are insufficient or other such reason reason they may propose in writing that the they may jointly propose that the holding of the holding of the meeting of the Board of Directors meeting of the Board of Directors or discussion or discussion of the motion in question be of the motion in question be postponed to a postponed to a later time. In such circumstances later time. In such circumstances the Board of the Board of Directors shall accept the proposal.Directors shall accept the proposal.Notice of a meeting shall be deemed to have Notice of a meeting shall be deemed to have been given to any director who attends the been given to any director who attends the meeting without protest against before or at meeting without protest against before or at its commencement any lack of notice.its commencement any lack of notice.Any regular or extraordinary meeting of the Any regular or extraordinary meeting of the Board of Directors may be held by way of Board of Directors may be held by way of telephone conference or similar communication telephone conference or similar communication equipment so long as all directors participating equipment so long as all directors participating in the meeting can clearly hear and communicate in the meeting can clearly hear and communicate with each other. All such directors shall be with each other. All such directors shall be deemed to be present in person at the meeting.deemed to be present in person at the meeting.Article 121: Article 109: Meetings of the Board of Directors may be Meetings of the Board of Directors may be held held only if not less than half of the directors only if the majority of the directors (including (including any alternate director appointed any alternate director appointed pursuant to pursuant to Article 122 of the Articles of Article 110 of the Articles of Association) Association) attend. Each director shall be attend. Each director shall be entitled to one entitled to one vote. Resolutions of the Board vote. Resolutions of the Board of Directors of Directors must be adopted by the affirmative must be adopted by the affirmative vote of the vote of the majority of all the directors. When majority of all the directors.the numbers of votes for and against are equal the chairman of the meeting shall be entitled to one additional vote.– 68 –Original Article Amended Article Article 122: Article 110: Meetings of the Board of Directors shall be Meetings of the Board of Directors shall be attended by the directors in person. If a director attended by the directors in person. If a director is unable to attend a meeting for any reason he is unable to attend a meeting for any reason he or she shall appoint another director in writing or she shall appoint another director in writing to attend the meeting on his or her behalf. Such to attend the meeting on his or her behalf.instrument of appointment shall specify the Such instrument of appointment shall specify names of the proxy the matters and the scope the names of the proxy the matters voting of authorization and the term of validity. intention and the scope of authorization and the term of validity.If a director fails to personally attend a meeting of the Board of Directors and to appoint another If a director fails to personally attend a meeting director to attend the meetings on his or her of the Board of Directors and to appoint another behalf on two consecutive occasions he or she director to attend the meetings on his or her shall be deemed unable to perform his or her behalf on two consecutive occasions he or she duties and the Board of Directors shall propose shall be deemed unable to perform his or her to the Shareholders’ General Meeting that he duties and the Board of Directors shall within or she be replaced. 30 days from the date of occurrence of such fact propose to convene a Shareholders’ ?? Meeting to remove such director from his or her office.?? – 69 –Original Article Amended Article Article 124: Article 112: The Board of Directors shall keep minutes of The Board of Directors shall keep minutes of the meeting of the Board of Directors and its the meeting of the Board of Directors and its decisions on the matters examined without the decisions on the matters examined without convening of a meeting in Chinese. The directors the convening of a meeting in Chinese. The attending the meeting shall have the right to directors attending the meeting shall have make descriptive records of their speeches at the right to make descriptive records of their the meeting. The opinions of the independent speeches at the meeting. The opinions of the (non-executive) directors shall be clearly listed independent directors shall be clearly listed in in the resolutions of the board of directors. The the resolutions of the board of directors. The minute of each meeting of the Board of Directors minute of each meeting of the Board of Directors shall be provided to all directors for review as shall be provided to all directors for review as soon as possible. Any director who wants to soon as possible. Any director who wants to make amendment of supplement to the minute make amendment of supplement to the minute shall report the amendment to the Chairman shall report the amendment to the Chairman of the Board in written form within one week of the Board in written form within one week upon the receipt of the minute. The directors upon the receipt of the minute. The directors and recorder attending the meeting shall sign and recorder attending the meeting shall sign on the finalized minute of the meeting. The on the finalized minute of the meeting. The minutes of meetings of the Board of Directors minutes of meetings of the Board of Directors shall be kept at the Company’s domicile and shall be kept at the Company’s domicile and sent to each director in full copies as soon as sent to each director in full copies as soon as possible. The minutes of meetings shall be kept possible. The minutes of meetings shall be kept for at least 10 years. for at least 10 years.The directors shall be liable for the resolutions The directors shall be liable for the resolutions of the Board of Directors. If a resolution of of the Board of Directors. If a resolution of the Board of Directors is in violation of laws the Board of Directors is in violation of laws administrative regulations or these Articles of administrative regulations or these Articles of Association thereby causing the Company to Association thereby causing a material loss to sustain a material loss the directors who took the Company the directors who took part in part in the resolution shall be liable to the the resolution shall be liable to the Company Company for damages. However if a director is for damages. If a director is proved to have proved to have expressed his or her opposition expressed his or her opposition to and vote to and vote against such resolution when it was against such resolution when it was put to the put to the vote and such opposition is recorded vote and such opposition is recorded in the in the minutes of the meeting such director may minutes of the meeting such director may be be exempted from such liability. exempted from such liability.– 70 –Original Article Amended Article Article 126: Article 114: Subject to relevant laws and administrative Subject to relevant laws and administrative regulations the Shareholders’ General Meeting regulations the Shareholders’ Meeting may may dismiss any director by an ordinary remove any director by an ordinary resolution resolution (without prejudice to any claim for (without prejudice to any claim for damages damages that such director may have under any that such director may have under any contract) contract) before the end of his or her term of before the end of his or her term of office with office. effective from the date of such resolution made.Article 127: Article 115: Directors may tender their resignations before Directors may tender their resignations before the expiration of their terms of office. To resign the expiration of their terms of office. To resign a director shall submit a written resignation to a director shall submit a written resignation to the Board of Directors. The independent director the Board of Directors. The independent director provide information on any circumstances provide information on any circumstances related to his or her resignation or any related to his or her resignation or any circumstances to which he or she believes the circumstances to which he or she believes the attention of the Company and its creditors must attention of the Company and its creditors must be drawn. be drawn.When a director resigns his or her resignation shall be effective upon his or her written resignation being received by the Company. However the director shall continue to perform his or her duties under the following circumstances: If the resignation of a director causes the number (1) If the resignation of a director causes the of occupied seats on the Board of Directors to number of occupied seats on the Board fall below the statutory minimum his or her of Directors to fall below the statutory written resignation shall enter into effect only minimum such director shall continue to upon the new director taking up the vacancy left perform his or her duties. The Board of by his or her resignation. The Board of Directors Directors shall convene an extraordinary shall convene an extraordinary Shareholders’ Shareholders’ Meeting as soon as possible General Meeting as soon as possible to elect a to elect a director to fill the vacancy left director to fill the vacancy left by the resignation by the resignation of the director. Until of the director. Until the Shareholders’ General the Shareholders’ Meeting has passed Meeting has passed a resolution on electing a a resolution on electing a director the director the powers of the resigning director powers of the resigning director and the and the remaining directors shall be subject to remaining directors shall be subject to reasonable restrictions. reasonable restrictions.– 71 –Original Article Amended Article If the resignation of an independent director (2) If the resignation of an independent causes the number of independent directors or director causes the number of independent the number of occupied seats on the Board of directors or the number of occupied seats Directors to fall below the statutory minimum on the Board of Directors to fall below the the incumbent director shall continue to statutory minimum the incumbent director perform his or her duties as an independent shall continue to perform his or her duties director in accordance with laws administrative as an independent director in accordance regulations and these Articles of Association with laws administrative regulations until the incoming director assumes his or and these Articles of Association until her position. The Board of Directors shall the incoming director assumes his or her convene a Shareholders’ General Meeting position. The Board of Directors shall within two months to re-elect the independent convene a Shareholders’ Meeting within directors; if the Board of Directors fails to two months to re-elect the independent convene a Shareholders’ General Meeting the directors; if the Board of Directors fails independent directors may not perform their to convene a Shareholders’ Meeting the duties. independent directors may not perform their duties.Except in the circumstance specified in the preceding paragraphs a director’s resignation shall be effective upon his or her written resignation being served on the Board of Directors.Article 128: Article 116: The independent director shall loyally perform The independent directors have the obligation his or her duties safeguard the interests of the to act in good faith and due diligence towards Company and especially pay attention that the the Company and all of its shareholders and lawful rights and interests of the Company’s shall perform their duties conscientiously in shareholders of public shares are not harmed. accordance with the requirements of relevant laws regulations rules normative documents and the Articles of Association play a role in decision-making supervision check and balance and professional consultation in the Board of Directors so as to safeguard the overall interests of the Company and protect the legitimate interests of the minority shareholders.The independent director shall perform his or The independent director shall perform his or her duties and responsibilities independently her duties and responsibilities independently without interference from the major without interference from the major shareholder(s) or the actual controller of the shareholder(s) or the actual controller of the Company or other entities or individuals that Company or other entities or individuals that have a material interest with the Company and have a material interest with the Company and its major shareholder(s) or the actual controller. its major shareholder(s) or the actual controller.– 72 –Original Article Amended Article Article 129: Article 117: The candidates for the Company’s independent The candidates for the Company’s independent director shall be nominated by the Company’s director shall be nominated by the Company’s Board of Directors Supervisory Committee Board of Directors Supervisory Committee and shareholders who alone or together hold at and shareholders who alone or together hold least 1 percent of the outstanding shares of the at least 1 percent of the outstanding issued Company and shall be decided through election shares of the Company and shall be decided by the Shareholders’ General Meeting. through election by the Shareholders’ Meeting.An investor protection agency established by (1) The consent of the nominee shall be law may publicly request the shareholders to obtained before the nominator nominates entrust it to exercise their rights to nominate him or her for the position of independent the independent directors on their behalf.director; the nominator(s) shall be fully aware of such details of the nominee (1) The consent of the nominee shall be as his or her occupation educational obtained before the nominator nominates background title career details all of his him or her for the position of independent or her concurrent positions etc. and shall director; the nominator(s) shall be fully be liable to provide such written materials aware of such details of the nominee to the Company. The candidate shall make as his or her occupation educational a written commitment to the Company background title career details all of agree to accept the nomination promise his or her concurrent positions whether that the publicly disclosed information he or she has a major breach of trust about candidates is true and complete and other records of bad behaviors and to guarantee that they will earnestly etc. and comment on the fulfilment of perform their duties if being selected. the independence and other conditions for being an independent director.Candidates shall make a public statement on their fulfilment of the independence and other conditions for being an independent director.The candidate shall make a written commitment to the Company agree to accept the nomination promise that the publicly disclosed information about candidates is true and complete and to guarantee that they will earnestly perform their duties if being selected.– 73 –Original Article Amended Article (2) The nominator(s) shall express his/ her/their opinions on the nominee’s qualifications for holding the position of independent director and his or her independence; if otherwise provided in accordance with the applicable laws and regulations and/or relevant listing rules the nominee shall make a public statement to the effect that no relationship exists between himself or herself and the Company that could affect his or her making independent and objective judgments. (3) If the candidate for the independent (2) If the candidate for the independent director is nominated before the board director is nominated before the board meeting is convened if otherwise meeting is convened if otherwise provided in accordance with provisions in provided in accordance with provisions in the applicable laws and regulations and/ the applicable laws and regulations and/ or the listing rules or other securities laws or the listing rules or other securities laws and regulations the written materials of and regulations the written materials of the nominee described in item (1) and the nominee described in item (1) of this (2) of this Article shall be announced Article shall be announced together with together with the resolution of the Board the resolution of the Board of Directors of Directors in accordance with such in accordance with such provisions.provisions.– 74 –Original Article Amended Article (4) If a shareholder alone or shareholders (3) If a shareholder alone or shareholders together holding at least 1 percent of together holding at least 1 percent of the the voting rights in the Company or the total issued shares in the Company or Supervisory Committee put(s) forth an the Supervisory Committee put(s) forth extempore motion for the election of an an extempore motion for the election of independent director the written notice an independent director the written notice of the intention to nominate a candidate of the intention to nominate a candidate for the position of independent director for the position of independent director and of the nominee indicating his or her and of the nominee indicating his or her willingness to accept the nomination as willingness to accept the nomination as well as relevant written materials and well as relevant written materials and commitment on the nominee as mentioned commitment on the nominee as mentioned in above in item (1) and (2) of this Article in above in item (1) of this Article shall shall be delivered to the Company at least be delivered to the Company within 15 working days before the date of the a reasonable period before the date Shareholders’ General Meeting. of the Shareholders’ Meeting so as to enable the Company to send or provide the relevant notice and materials to the shareholders not less than 10 trading days before the date of the Shareholders’ Meeting.– 75 –Original Article Amended Article (5) Prior to the holding of a Shareholders’ (4) Prior to the holding of a Shareholders’ General Meeting at which an independent Meeting at which an independent director director is to be elected if otherwise is to be elected if otherwise provided in provided in the applicable laws and the applicable laws and regulations and/ regulations and/or relevant listing rules or relevant listing rules the Company the Company shall simultaneously submit shall submit the relevant materials on all the relevant materials on all the nominees the nominees to the stock exchange on to the State Council authorities in which the Company’s shares are listed.charge of securities where the If the Board of Directors of the Company Company is located and/or the agency has objections concerning the relevant of the CSRC and the stock exchange details of a nominee the Company shall on which Company shares are listed. If additionally submit the written opinion the Board of Directors of the Company of the Board of Directors. The nominees has objections concerning the relevant against whom the stock exchange has details of a nominee the Company shall objections shall not be proposed to the additionally submit the written opinion Shareholders’ Meeting for election.of the Board of Directors. The nominees against whom the CSRC has objections (5) The cumulative voting system shall be shall not be the candidate for the adopted for the election of independent independent director. At the time the directors at the Shareholders’ Shareholders’ General Meeting to elect Meeting and the votes casted by the an independent director is held the minority shareholders shall be counted Board of Directors of the Company shall and disclosed separately. Where elaborate on whether the CSRC had conditions allow the Company may any objections against the candidates elect independent directors through for the post of independent director. competitive election. (6) After being elected by the Shareholders’ Meeting of the Company a candidate for independent director shall within one month after the election sign the Statement and Undertaking of Directors which shall be witnessed by a lawyer and filed with the stock exchange and the Board of Directors of the Company.independent directors shall warrant that the matters declared in the Statement and Undertaking of Directors are true accurate and complete and that there are no false information misleading statements or material omissions.– 76 –Original Article Amended Article Article 130: Article 118: A person holding the position of independent A person holding the position of independent director shall satisfy the basic conditions set director shall satisfy the basic conditions set forth below: forth below: (1) having the qualifications to hold the (1) having the qualifications to hold the position of directors of the Company position of directors of the Company in accordance with laws administrative in accordance with laws administrative regulations and these Articles of regulations and these Articles of Association; Association; (2) having the independence required by (2) having the independence required by relevant laws administrative regulations securities regulatory authorities and departmental rules and the listing rules; stock exchange and the listing rules; (3) having a basic knowledge of the operation (3) having a basic knowledge of the operation of listed companies and being familiar of listed companies and being familiar with relevant laws administrative rules with relevant laws administrative rules regulations and rules (including but not regulations and rules; limited to the applicable accounting standards); (4) having at least five years of experience in law economics accounting finance (4) having at least five years of experience management non-ferrous metals industry in law economics accounting finance or other work experience required for management non-ferrous metals industry performing the duties and responsibilities or other work experience required for of an independent director; performing the duties and responsibilities of an independent director; (5) excelling in virtue having no bad records such as major breach of trust; (5) other conditions stipulated in these Articles of Association. (6) other conditions stipulated under laws administrative regulations CSRC regulations stock exchange business rules and these Articles of Association.– 77 –Original Article Amended Article Article 131: Article 119: The independent director must be independent. The independent director must be independent.Unless otherwise provided in the applicable Unless otherwise provided in the applicable laws regulations and/or the relevant listing laws regulations and/or the relevant listing rules the following persons may not serve as rules the following persons may not serve as independent directors: independent directors: (1) persons holding a position in the (1) persons holding a position in the Company or a subsidiary thereof and Company or a subsidiary thereof and their lineal relatives and major social their lineal relatives and major social relations (the lineal relatives refer to the relations (the lineal relatives refer to the spouse parents and children; the major spouse parents and children; the major social relations refer to the brothers and social relations refer to the brothers and sisters father-in-law and mother-in-law sisters father-in-law and mother-in-law daughter-in-law son-in-law the spouses daughter-in-law son-in-law the spouses of brothers and sisters as well as the of brothers and sisters as well as the spouse’s brothers and sisters); spouse’s brothers and sisters); (2) natural person shareholders who directly (2) natural person shareholders who directly or indirectly hold at least 1 percent of the or indirectly hold at least 1 percent of the outstanding shares of the Company or outstanding shares of the Company or who rank among the top ten shareholders who rank among the top ten shareholders of the Company and their lineal relatives; of the Company and their lineal relatives; (3) persons who hold positions in entities (3) persons who hold positions in entities that directly or indirectly hold at least 5 that directly or indirectly hold at least 5 percent of the outstanding shares of the percent of the outstanding shares of the Company or that rank among the top five Company or that rank among the top five shareholders of the Company and their shareholders of the Company and their lineal relatives; lineal relatives; (4) persons who hold positions in the actual (4) persons who hold positions in the controller of the Company and its controlling shareholder actual controller subsidiaries; of the Company and their subsidiaries and their immediate family members; – 78 –Original Article Amended Article (5) persons who provide financial legal (5) persons who provide financial legal consulting and other services to the consulting sponsoring and other services Company and its controlling shareholder to the Company and its controlling or their respective subsidiaries including shareholder actual controller or their all members of the project team reviewers respective subsidiaries including but at all levels persons who sign the report not limited to all members of the project partners and main responsible persons of team reviewers at all levels persons the intermediary institutions that provide who sign the report partners directors services; senior management and main responsible persons etc. of the intermediary (6) a person who serves as a director institutions that provide services; supervisor or senior management officer in an entity that has material business (6) a person who has material business dealings dealings with the Company and its with the Company and its controlling controlling shareholder or their respective shareholder actual controller or their subsidiaries or a person who serves as a respective subsidiaries or a person who director supervisor or senior management holds a position in the entity which officer in the controlling shareholder(s) of has material business dealings and such entity; the controlling shareholder(s) actual controller of such entity; (7) persons who at any time during the immediately preceding period of one year (7) persons who at any time during the have fallen into any of the six categories immediately preceding period of one year listed above; have fallen into any of the items no. (1) to (6) listed above; (8) persons that the securities regulatory authority stock exchanges specify are (8) other persons that the laws administrative not independent or may not serve as an regulations CSRC regulations relevant independent director. listing rules or these Articles of Association specify are not independent.– 79 –Original Article Amended Article Article 132: Article 120: If an independent director fails on two If an independent director fails on two consecutive occasions to personally attend a consecutive occasions to personally attend a meeting of the Board of Directors or the number meeting of the Board of Directors nor does of their non-attendance at board meetings in he or she delegates another independent person accounts for more than one-third of the director to attend the meeting on his or her number of board meetings during the said year behalf the Board of Directors shall propose to the Board of Directors shall request that the convene a Shareholders’ Meeting to remove Shareholders’ General Meeting replace him the independent director from his or her or her. position within 30 days from the date of occurrence of such fact.An independent director may not be removed without cause before the expiration of his or her An independent director may not be removed term unless any of the circumstances set forth without cause before the expiration of his or her in Article 122 Clause 2 or the circumstance term unless any of the circumstance mentioned mentioned in the preceding paragraph or a in the preceding paragraph or a circumstance circumstance under which a person may not under which a person may not hold the position hold the position of director specified in the of director specified in the laws administrative laws administrative regulations and rules as regulations and rules as well as these Articles of well as these Articles of Association arises. If Association arises. If an independent director an independent director is removed before the is removed before the expiration of his or her expiration of his or her term the Company shall term the Company shall disclose his or her disclose his or her removal as a matter for special removal as a matter for special disclosure. If the disclosure. If the removed independent director removed independent director is of the opinion is of the opinion that the Company’s grounds that the Company’s grounds for removing him for removing him or her are not justified he or or her are not justified he or she may make a she may make a public statement to that effect. public statement to that effect.– 80 –Original Article Amended Article Article 133: Article 121: In addition to the functions and powers granted In addition to the functions and powers granted to directors under the Company Law other laws to directors under the Company Law other laws administrative regulations and rules as well administrative regulations and rules as well as these Articles of Association independent as these Articles of Association independent directors shall have the following special directors shall have the following special functions and powers: functions and powers: (1) the material connected transactions (1) independently engaging intermediaries (as determined based on the criteria to audit consult on or verify specific issued by the competent regulator from matters of the Company the costs of time to time) shall be reviewed by the which shall be borne by the Company; Board of Directors or the Shareholders’ General Meeting in accordance with laws regulations and/or the relevant listing rules; in case there are relevant provisions in the applicable laws regulations and/or the relevant listing rules it shall be submitted to the Board of Directors for discussion after being approved by not less than 50 percent of the independent directors in accordance with such provisions. A resolution by the Board of Directors on a connected transaction shall enter into effect only once the independent directors have signed the same. Before rendering their judgment independent directors may engage an intermediary organization to issue an independent financial consultant report for use as a basis for rendering their judgment; (2) proposing the engagement or dismissal of an accounting firm to the Board of Directors; (3) proposing to the Board of Directors the (2) proposing to the Board of Directors the calling of an extraordinary Shareholders’ calling of an extraordinary Shareholders’ General Meeting; Meeting; (4) proposing the calling of meetings of the (3) proposing the calling of meetings of the Board of Directors; Board of Directors; – 81 –Original Article Amended Article (5) independently engaging intermediaries (4) expressing independent opinions to express professional opinions on matters that may prejudice the when necessary at the expense of the interests of the Company or minority Company; shareholders; (6) openly soliciting shareholders’ voting (5) openly soliciting shareholders’ rights in rights before the holding of a Shareholders’ accordance with laws; General Meeting; (6) other functions and powers as stipulated (7) directly reporting to the Shareholders’ by laws administrative regulations General Meeting CSRC and other CSRC regulations and the Articles of relevant departments. Association.An independent director shall obtain the Functions and powers listed in above items consent of at least half of the independent (1) to (3) shall be exercised by independent directors before exercising the aforementioned directors upon the approval by more than functions and powers in items (2) (3) (4) half of all independent directors. (6) and (7) and shall obtain the consent of all independent directors before exercising The Company shall disclose in a timely manner the aforementioned functions and powers in when an independent director exercises the item (5). functions and powers listed in item (1). If the said powers cannot be exercised normally The expenses incurred by independent the Company shall disclose the details and directors in independently engaging external reasons therefor.auditors and consultants and carrying out audit and consulting for the specific matters of the Company shall be borne by the Company.– 82 –Original Article Amended Article Article 134: Deleted In addition to performing the duties and responsibilities mentioned above independent directors shall express their independent opinions to the Board of Directors or the Shareholders’ General Meeting on the following matters: (1) the nomination or removal of directors; (2) the engagement or dismissal of senior management staff; (3) the remuneration of the Company’s directors and senior management staff; (4) matters which may in an independent director’s opinion harm the rights and interests of small and medium shareholders; (5) major financial transactions that occur between the Company and the shareholders or its affiliates; (6) the failure by the Board of Directors to prepare a plan for the distribution of profits in cash; (7) other matters specified in the applicable laws and regulations as well as these Articles of Association.Concerning the aforementioned matters independent directors shall express one of the following opinions: consenting opinions; qualified opinions and the reasons therefor; opposing opinions and the reasons therefor; disclaimer of opinion and an explanation of the impediments.– 83 –Original Article Amended Article New Article Article 122: The following matters shall be approved by the majority of all independent directors of the Company before being submitted to the Board of Directors for consideration: (1) related party transactions that should be disclosed; (2) plans for the Company and related parties to change or waive their commitments; (3) decisions made and measures taken by the Board of Directors in respect of the acquisition of the Company when the Company is acquired; (4) other matters as stipulated by laws administrative regulations CSRC regulations and the Articles of Association.Article 135: Article 123: The independent director shall attend the meeting The independent director shall attend the of the Board of Directors on time understand meeting of the Board of Directors on time the Company’s production and operation and understand the Company’s production and actively investigate and obtain the conditions operation and actively investigate and obtain and information required by making decisions. the conditions and information required by The independent director shall submit the making decisions. The independent director annual report of all independent directors shall submit the annual report on work to the to the Shareholders’ General Meeting of the Shareholders’ Meeting of the Company and to Company and to elaborate on the performance elaborate on the performance by the independent by the independent directors of their duties and directors of their duties and responsibilities.responsibilities.– 84 –Original Article Amended Article Article 136: Article 124: The Company shall establish the work system The Company shall establish the work system of independent directors; the Secretary to the of independent directors and the independent Board of Directors shall actively cooperate directors shall spend no less than 15 days per with the independent directors to perform their year on-site at the Company’s premises.duties and responsibilities. The Company shall ensure that the independent directors enjoy the The Company shall regularly or irregularly same right to know as other directors timely convene a meeting attended by allprovide relevant materials and information independent directors (the “Special Meetingto the independent directors regularly report of Independent Directors”) and the matters the Company’s operation and organize the listed in Article 121(1) to (3) and Article independent directors to make field survey if 122 of these Articles of Association shall necessary. be considered at a Special Meeting of Independent Directors.The Company shall provide the necessary working conditions and personnel support for the independent directors to perform their duties ensure that the independent directors enjoy the same right to know as other directors timely provide relevant materials and information to the independent directors regularly report the Company’s operation and organize or cooperate with the independent directors to make field survey if necessary.The secretary to the Board of Directors shall ensure that there is a smooth flow of information between the independent directors and other directors senior management and other relevant persons and that the independent directors have access to adequate resources and necessary professional advice in the performance of their duties.– 85 –Original Article Amended Article Article 138: Article 126: The Secretary to the Board of Directors shall be The Secretary to the Board of Directors shall be a natural person with the necessary professional a natural person with the necessary professional knowledge and experience. He or she shall be knowledge on finance management law etc.appointed by the Board of Directors. who excels in professional ethics and virtue.The Secretary to the Board of Directors shall His or her main duties shall be as set forth be appointed by the Board of Directors.below: His or her main duties shall be as set forth (1) to assist the directors with their handling below: of the day-to-day business of the Board of Directors; to provide the directors with (1) to assist the directors with their handling remind the directors of and ensure that of the day-to-day business of the Board of the directors are aware of the domestic Directors; to provide the directors with and foreign regulators’ regulations remind the directors of and ensure that policies and requirements in respect of the directors are aware of the domestic the operation of companies; and to assist and foreign regulators’ regulations the directors and the President in their policies and requirements in respect of compliance with domestic and foreign the operation of companies; and to assist laws these Articles of Association and the directors and the senior management other relevant regulations when they are in their compliance with domestic and exercising their functions and powers; foreign laws these Articles of Association and other relevant regulations when they (2) to be responsible for organizing and are exercising their functions and powers; preparing the documents of the Board of Directors and the Shareholders’ General (2) to be responsible for organizing and Meeting; to duly keep meeting minutes; preparing the documents of the Board of to ensure that decisions made at meetings Directors and the Shareholders’ Meeting; are made in accordance with statutory to duly keep meeting minutes; to ensure procedure and to keep abreast of the that decisions made at meetings are made implementation of the resolutions of the in accordance with statutory procedure and Board of Directors; to keep abreast of the implementation of the resolutions of the Board of Directors; ?? ?? – 86 –Original Article Amended Article The scope of the duties and responsibilities of The scope of the duties and responsibilities of the Secretary to the Board of Directors shall be the Secretary to the Board of Directors shall be as set forth below: as set forth below: (1) to arrange and make preparations for (1) to arrange and make preparations for meetings of the Board of Directors and meetings of the Board of Directors and Shareholders’ General Meeting to prepare Shareholders’ Meeting to prepare meeting meeting materials to arrange relevant materials to arrange relevant meeting meeting affairs to be responsible for affairs to be responsible for meeting meeting minutes to ensure the accuracy of minutes to ensure the accuracy of such such minutes to keep meeting documents minutes to keep meeting documents and and minutes to actively keep abreast of the minutes to actively keep abreast of the implementation of relevant resolutions; implementation of relevant resolutions; to report major issues encountered in the to report major issues encountered in the course of implementation to the Board of course of implementation to the Board of Directors and to provide recommendations Directors and to provide recommendations in respect thereof. in respect thereof.???? (7) to be responsible for the management and (7) to be responsible for the management and conservation of the Company’s register conservation of the Company’s register of shareholders register of directors the of shareholders register of directors the materials about the number of shares held materials about the number of shares held by major shareholders and director equity by major shareholders and director equity records as well as the list of creditors of records as well as the list of creditors of the Company’s outstanding debentures. the Company’s outstanding debentures. (8) to provide relevant advice and services to all directors to ensure that procedures for the Board of Directors and all applicable rules relating thereto are complied with; and to organize regular training for the directors supervisors and senior management of the Company to assist the foregoing persons in understanding their respective responsibilities in relation to corporate governance and information disclosure.– 87 –Original Article Amended Article (8) to assist the directors and the President (9) to assist the directors and the senior in their compliance with domestic and management in their compliance foreign laws these Articles of Association with domestic and foreign laws these and other relevant regulations when Articles of Association and other relevant they are exercising their functions and regulations when they are exercising powers; when he or she becomes aware their functions and powers; when he or that the Company has adopted or could she becomes aware that the Company has adopt a resolution that violates relevant adopted or could adopt a resolution that regulations he or she is under obligation violates relevant regulations he or she to timely make the same known and has is under obligation to timely make the the right to truthfully report the same to same known and has the right to truthfully the CSRC and other regulators. report the same to the CSRC and other regulators. (9) to coordinate the provision of necessary (10) to coordinate the provision of necessary information and data to the Company’s information and data to the Company’s Supervisory Committee and other review Supervisory Committee and other review organizations when they are performing organizations when they are performing their monitoring functions and to assist in their monitoring functions and to assist the investigations on the performance by in the investigations on the performance the Company’s Financial Controller the by the Company’s Financial Controller Company’s directors and the President of the Company’s directors and the General their fiduciary duties. Manager of their fiduciary duties. (11) to be responsible for the management of changes in the Company’s shares and their derivatives. (10) to perform other functions and powers (12) to perform other functions and powers granted by the Board of Directors and granted by the Board of Directors and other functions and powers required by other functions and powers required by laws of the place where Company shares laws of the place where Company shares are listed or by relevant rules of the Stock are listed or by relevant rules of the Stock Exchange. Exchange.– 88 –Original Article Amended Article Article 143: Article 131: The President shall be accountable to the The General Manager shall be accountable Board of Directors and exercise the following to the Board of Directors and exercise the functions and powers: following functions and powers: ???? (7) to request the Board of Directors to engage (7) to request the Board of Directors to engage or dismiss the Company’s Senior Vice or dismiss the Company’s Senior Deputy President Vice President Chief Financial General Manager Deputy General Officer and General Counsel; Manager Chief Financial Officer and General Counsel; (8) to engage or dismiss management personnel other than those to be engaged (8) to engage or dismiss management or dismissed by the Board of Directors; personnel other than those to be engaged or dismissed by the Board of Directors; (9) to propose the holding of interim meetings of the Board of Directors; (9) to propose the holding of interim meetings of the Board of Directors; (10) other functions and powers granted by the Company’s Articles of Association or the (10) to sit in the meetings of the Board of Board of Directors. Directors; (11) other functions and powers granted by the Company’s Articles of Association or the Board of Directors.Article 149: Article 137: The Company shall have a Supervisory The Company shall have a Supervisory Committee. The Supervisory Committee is a Committee. It is responsible for supervising the regular supervisory department established Board of Directors and its members as well as by the Company. It is responsible for other senior management staff to prevent them supervising the Board of Directors and its from abusing their powers or infringing the members as well as other senior management legal interests of shareholders the Company staff to prevent them from abusing their powers and employees of the Company.or infringing the legal interests of shareholders the Company and employees of the Company.– 89 –Original Article Amended Article Article 150: Article 138: The Supervisory Committee shall consist of five The Supervisory Committee shall consist of supervisors. The external supervisors (refer to five supervisors including three shareholder those supervisors who do not hold office in representative Supervisors and two employee the Company the same below) shall represent representative Supervisors. The number of the not less than 50 percent of the members of supervisors who represent the employees in the the Supervisory Committee. The number of Supervisory Committee shall be not less than the supervisors who represent the employees one-third of the number of supervisors.shall be not less than one-third of the number of supervisors. The term of office of a supervisor shall be 3 years. A supervisor may serve consecutive The term of office of a supervisor shall be 3 terms if re-elected upon the expiration of his years. A supervisor may serve consecutive or her term.terms if re-elected upon the expiration of his or her term. The Supervisory Committee shall have one chairman. The appointment and dismissal of The Supervisory Committee shall have one the Chairman of the Supervisory Committee chairman. The appointment and dismissal of the shall be subject to the affirmative vote of the Chairman of the Supervisory Committee shall majority of the members of the Supervisory be subject to the affirmative vote of at least Committee. The chairman of the Supervisory two-thirds of the members of the Supervisory Committee shall organize the performance of Committee. The chairman of the Supervisory the duties of the Supervisory Committee.Committee shall organize the performance of the duties of the Supervisory Committee.Article 151: Article 139: The members of the Supervisory Committee The shareholder representative Supervisor include three shareholder representative shall be elected by the Shareholders’ Meeting; Supervisors (including qualified outside the employee representative Supervisor shall Supervisors the same below) and two be elected by the employee representative employee representative Supervisors who congress.represents the employees. The shareholder representative Supervisor shall be elected by the The Supervisory Committee shall according to Shareholders’ General Meeting; the employee its needs establish its offices to be responsible representative Supervisor shall be elected by for the daily work of the Supervisory Committee.the employee representative congress.The Supervisory Committee shall according to its needs establish its offices to be responsible for the daily work of the Supervisory Committee.– 90 –Original Article Amended Article Article 152: Article 140: The list of candidates for the position of The list of candidates for the position of supervisors who represent the shareholders supervisors who represent the shareholders shall be put in the form of a motion before the shall be put in the form of a motion before Shareholders’ General Meeting for resolution. the Shareholders’ Meeting for resolution. The The candidates for the supervisors who represent candidates for the supervisors who represent the the shareholders shall be nominated by the shareholders shall be nominated by the Board Board of Directors the Supervisory Committee of Directors the Supervisory Committee and and a shareholder alone or shareholders together a shareholder alone or shareholders together holding at least 3 percent of the Company’s holding 1% or more shares of the Company shares and shall be elected and removed and shall be elected and removed by the by the Shareholders’ General Meeting of Shareholders’ Meeting of the Company. The the Company. The procedures for electing procedures for electing supervisors shall refer supervisors shall refer to the procedures for to the procedures for electing non-independent electing non-independent directors in Article directors in Article 97 of these Articles of 109 of these Articles of Association and the Association and the provision of adopting the provision of adopting the cumulative voting cumulative voting system for electing directors system for electing directors or supervisors in or supervisors in Article 98 of these Articles of Article 110 of these Articles of Association. Association.Article 154: Article 142: The meeting of the Supervisory Committee shall The meetings of the Supervisory Committee be convened at least once every six months. comprise regular meetings and extraordinary The chairman of the Supervisory Committee meetings and regular meetings shall be shall convene and preside over meetings of the convened at least four times a year. The Supervisory Committee. If the chairman of the chairman of the Supervisory Committee shall Supervisory Committee is unable or fails to convene and preside over meetings of the perform his or her duties a supervisor jointly Supervisory Committee. If the chairman of the selected by at least one half of the supervisors Supervisory Committee is unable or fails to shall convene and preside over a meeting. perform his or her duties a supervisor jointly selected by the majority of the supervisors shall convene and preside over a meeting.– 91 –Original Article Amended Article The notice for convening a meeting of the For convening the regular meetings and Supervisory Committee shall be served to extraordinary meetings of the Supervisory all supervisors 7 days before the meeting in Committee the administrative body of the written form. Supervisory Committee shall serve a written notice to all supervisors by hand fax email post or by other means 10 days and 5 days respectively in advance. Resolutions and relevant materials subject to consideration at the meetings shall be served to all supervisors by the aforementioned means at least 7 days before the regular meetings and 3 days before the extraordinary meetings.The Supervisory Committee of the Company may hold meetings and vote by the electronic means.Article 157: Article 145: ???? (3) to supervise the directors and senior (3) to supervise the directors and senior management in the performance of management in the performance of their Company duties and to propose their Company duties and to propose the dismissal of directors or senior the removal of directors or senior management staff who violate laws management staff who violate laws administrative regulations or breach these administrative regulations or breach these Articles of Association or resolutions of Articles of Association or resolutions of the Shareholders’ General Meeting; the Shareholders’ Meeting; ???? The outside supervisors shall independently The Supervisory Committee shall independently report the integrity and diligence performance report the integrity and diligence performance of of the Company’s senior management staff to the Company’s directors or senior management the Shareholders’ General Meeting. staff to the Shareholders’ Meeting.???? Article 159: Article 147: Resolutions of the Supervisory Committee Voting on resolutions of the Supervisory shall require the affirmative vote of at least Committee shall be on the basis of two-thirds of the members of the Supervisory one-person-one-vote. Resolutions of the Committee for adoption. Supervisory Committee shall require the affirmative vote of the majority of all supervisors for adoption.– 92 –Original Article Amended Article Article 163: Article 151: None of the following persons may serve as a None of the following persons may serve as a director supervisor President or other senior director supervisor General Manager or other management staff of the Company: senior management staff of the Company: (1) persons without capacity or with limited (1) persons without capacity or with limited capacity for civil acts; capacity for civil acts; (2) persons who were sentenced to criminal (2) persons who were sentenced to criminal punishment for the crime of corruption punishment for the crime of corruption bribery misappropriation of property or bribery misappropriation of property or diversion of property or for disrupting the diversion of property or for disrupting the order of the socialist market economy order of the socialist market economy where not more than five years have where not more than five years have elapsed since the expiration of the elapsed since the expiration of the period of punishment; or persons who period of punishment; or persons who were deprived of their political rights were deprived of their political rights for committing a crime where not more for committing a crime where not more than five years have elapsed since the than five years have elapsed since the expiration of the period of deprivation; expiration of the period of deprivation; or persons who were given a suspended (3) persons who served as directors or factory sentence where not more than two directors or presidents who bear personal years have elapsed since the expiration liability for the bankruptcy liquidation of of the period of probation; their companies or enterprises where not more than three years have elapsed since (3) persons who served as directors or the date of completion of the bankruptcy factory directors or General Managers liquidation; who bear personal liability for the bankruptcy liquidation of their companies (4) persons who served as the legal or enterprises where not more than three representat ives of companies or years have elapsed since the date of enterprises that had their business licenses completion of the bankruptcy liquidation; revoked for breaking the law where such representatives bear individual liability (4) persons who served as the legal therefor and not more than three years representatives of companies or enterprises have elapsed since the date of revocation that had their business licenses revoked of the business license; or were ordered to close for breaking the law where such representatives bear individual liability therefor and not more than three years have elapsed since the date of revocation of the business license or being ordered to close; – 93 –Original Article Amended Article (5) persons with comparatively large debts (5) persons with comparatively large debts that have fallen due but have not been that have fallen due but have not been settled; settled and were listed as dishonest persons subject to enforcement by the (6) persons whose cases have been placed people’s court; on the docket and are being investigated by the judicial authorities because they violated the criminal law and such cases are still pending; (7) national civil servants and the public institutions’ staff that are subject to the similar management of the national civil servants; (8) persons who may not serve as leaders of enterprises by virtue of laws; (9) persons who are non-natural persons; (10) persons ruled by a competent authority to have violated securities-related regulations where such violation involved fraudulent or dishonest acts and not more than five years have elapsed since the date of the ruling; (11) a person who has been given penalties of (6) a person who has been given penalties of prohibition against entering the securities prohibition against entering the securities market from the CSRC where the term of market from the CSRC where the term of such penalties has not expired; such penalties has not expired; (12) persons who may not serve as a director (7) persons who may not serve as a director supervisor President or other senior supervisor General Manager or other management staff of the Company by senior management staff of the Company virtue of laws and regulations of the State by virtue of laws and regulations of the and the Listing Rules. State and the Listing Rules.???? – 94 –Original Article Amended Article Article 167: Article 155: The Company’s directors supervisors President The Company’s directors supervisors General and other senior management staff shall have Manager and other senior management an obligation in the exercise of their rights or staff shall have a fiduciary obligation to the discharge of their obligations to perform their Company take measures to avoid any conflict acts with the care diligence and skill that a of interest with the Company and not utilize reasonably prudent person should exercise in their positions to seek undue benefits.comparable circumstances including but not limited to the relevant Professional Moralities The Company’s directors supervisors General and Code of Conduct for employees developed Manager and other senior management staff by the Company. shall have an obligation of diligence to the Company and shall exercise the reasonable care normally expected of a manager in the best interests of the Company in the performance of their duties.The Company’s directors supervisors General Manager and other senior management staff shall have an obligation in the exercise of their rights or discharge of their obligations to perform their acts with the care diligence and skill that a reasonably prudent person should exercise in comparable circumstances including but not limited to the relevant Professional Moralities and Code of Conduct for employees developed by the Company.– 95 –Original Article Amended Article Article 168: Article 156: The Company’s directors supervisors President The Company’s directors supervisors General and other senior management staff must in the Manager and other senior management staff performance of their duties and responsibilities must in the performance of their duties and abide by the fiduciary principle and shall not responsibilities abide by the fiduciary principle place themselves in a position where their and shall not place themselves in a position personal interests and their duties may conflict. where their personal interests and their duties This principle shall include but not be limited may conflict. This principle shall include but to the fulfillment of the following obligations: not be limited to the fulfillment of the following obligations: (1) to act honestly in the best interest of the Company; (1) to act honestly in the best interest of the Company; (2) to exercise powers within the scope of their functions and powers and not to (2) to exercise powers within the scope of exceed such powers; their functions and powers and not to exceed such powers; (3) to personally exercise the discretion vested in him or her and not allow himself (3) to personally exercise the discretion or herself to be manipulated by another vested in him or her and not allow himself person and unless permitted by laws or herself to be manipulated by another administrative regulations or with the person and unless permitted by laws informed consent of the Shareholders’ administrative regulations or with the General Meeting not to delegate the informed consent of the Shareholders’ exercise of his or her discretion; Meeting not to delegate the exercise of his or her discretion; (4) to accord equal treatment to shareholders of the same class and fair treatment to (4) to accord equal treatment to shareholders shareholders of different classes; of the same class and fair treatment to shareholders of different classes; – 96 –Original Article Amended Article (5) not to conclude a contract or enter into (5) when entering into a contract or a transaction or arrangement with the transaction with the Company directly Company except as otherwise provided or indirectly he or she shall report the in these Articles of Association or matters relating to the entering of the with the informed consent of the contract or transaction to the Board of Shareholders’ General Meeting; Directors or the Shareholders’ Meeting and the contract or transaction shall be subject to the approval of the Board of Directors or the Shareholders’ Meeting in accordance with the provisions of these Articles of Association. The provisions of the preceding paragraph shall apply to the entering of contracts or transactions with the Company by close family members of the directors supervisors and senior management staffs enterprises directly or indirectly controlled by the directors supervisors and senior management staffs or their close family members and associates who have other affiliations with the directors supervisors and senior management staffs. (6) not to use Company property for his or (6) not to use Company property for his or her own benefit in any way without the her own benefit in any way; informed consent of the Shareholders’ General Meeting; (7) not to use his or her functions and powers (7) not to use his or her functions and powers as a means to accept bribes or other forms as a means to accept bribes or other forms of illegal income and not to illegally of illegal income and not to illegally appropriate Company property in any appropriate Company property in any way including (but not limited to) any way including (but not limited to) any opportunities that are advantageous to the opportunities that are advantageous to the Company; Company; (8) not to accept commissions in connection (8) not to accept commissions in connection with Company transactions without the with Company transactions; informed consent of the Shareholders’ General Meeting; – 97 –Original Article Amended Article (9) to abide by these Articles of Association (9) to abide by these Articles of Association to perform his or her duties faithfully to to perform his or her duties faithfully to protect the interests of the Company and protect the interests of the Company and not to use his or her position functions not to use his or her position functions and powers in the Company to seek and powers in the Company to seek personal gain; personal gain; (10) not to compete with the Company in (10) not to seek business opportunities any way without the informed consent belonging to the Company for of the Shareholders’ General Meeting; themselves or others by utilizing their positions except for any of the following circumstances: i. after reporting to the Board of Directors or the Shareholders’ Meet ing and pass ing the resolution at the Board meeting or the Shareholders’ Meeting in accordance with the provisions of these Articles of Association; ii. where the Company cannot take such business opportunity in accordance with the provisions of laws administrative regulations or these Articles of Association; (11) not to self-operate or operate for others the same category of business as that of the Company before reporting to the Board of Directors or the Shareholders’ Meeting and passing the resolution at the Board meeting or the Shareholders’ Meeting in accordance with the provisions of these Articles of Association; – 98 –Original Article Amended Article (11) not to divert Company funds or lend (12) not to divert Company funds or lend Company funds to others not to deposit Company funds to others not to deposit Company assets or funds in accounts Company funds in accounts opened in opened in his or her own or in another his or her own or in another name; not to name; not to lend Company property to lend Company funds to others and not others and not to use Company property as to use Company property as security for security for the debts of other individuals the debts of other individuals without the without the consent of the Shareholders’ consent of the Shareholders’ Meeting or General Meeting or Board of Directors; Board of Directors; (12) without the informed consent of the (13) without the informed consent of the Shareholders’ General Meeting not to Shareholders’ Meeting not to disclose disclose confidential information relating confidential information relating to the to the Company that was acquired by Company that was acquired by him or her him or her during his or her tenure; and during his or her tenure; and not to use not to use such information except in such information except in the furtherance the furtherance of the interests of the of the interests of the Company; however Company; however such information such information may be disclosed to a may be disclosed to a court or other court or other competent government competent government authorities if: authorities if: i. provided for by laws; i. provided for by laws; ii. required in the public interest; ii. required in the public interest; iii. required in the personal interest of iii. required in the personal interest such director supervisor President of such director supervisor or other senior management staff of General Manager or other senior the Company. management staff of the Company.Income derived by the directors President and Income derived by the directors General other senior management staff in breach of this Manager and other senior management staff Article shall belong to the Company; and they in breach of this Article shall belong to the shall be held liable for damages if as a result of Company; and they shall be held liable for violating a regulation they cause the Company damages if as a result of violating a regulation to sustain a loss. they cause the Company to sustain a loss.– 99 –Original Article Amended Article Article 169: Article 157: All directors supervisors and the secretary All directors supervisors and the secretary to the to the board of directors shall attend the board of directors shall attend the Shareholders’ Shareholders’ General Meeting of the Meeting of the Company and the General Company and the President and other senior Manager and other senior management shall management shall be present at the meeting. be present at the meeting. The directors The directors supervisors President and senior supervisors General Manager and senior management staff shall provide explanations in management staff shall provide explanations response to the queries and suggestions made in response to the queries and suggestions made by shareholders at a Shareholders’ General by shareholders at a Shareholders’ Meeting.Meeting.The Supervisory Committee may require The directors President and senior management directors and senior management staff to staff shall provide true information and data to submit reports on the performance of their the Supervisory Committee and not interfering duties.with the Supervisory Committee or supervisors in the exercise of their functions and powers. The directors General Manager and senior management staff shall provide true information and data to the Supervisory Committee and not interfering with the Supervisory Committee or supervisors in the exercise of their functions and powers.Article 181: Article 169: Following the approval of the Shareholders’ Following the approval of the Shareholders’ General Meeting the Company may purchase Meeting the Company may purchase liability liability insurances for the directors supervisors insurances for the directors supervisors General President and other senior management staff Manager and other senior management staff unless the liability is caused by the violation of unless the liability is caused by the violation of the laws administrative regulations and rules the laws administrative regulations and rules as well as these articles of association by the as well as these articles of association by the Company’s directors supervisors the President Company’s directors supervisors General or other senior management staff. Manager or other senior management staff.After the Company has taken out or renewed liability insurance the Board of Directors shall report to the Shareholders’ Meeting on the amount and scope of coverage and insurance premium rate of the liability insurance.– 100 –Original Article Amended Article Article 185: Article 173: The Company shall formulate its own financial The Company shall formulate its own financial and accounting systems in accordance with and accounting systems in accordance with laws administrative regulations and China’s laws administrative regulations and relevant accounting standards formulated by the State provisions formulated by the State Council’s Council’s department in charge of finance. department in charge of finance.Article 186: Article 174: ???? The Company shall prepare financial reports at The Company shall prepare financial reports at the end of each fiscal year. Such reports shall the end of each fiscal year. Such reports shall be verified by an accounting firm in accordance be audited by an accounting firm in accordance with the laws. with the laws.???? Article 187: Article 175: The Board of Directors of the Company shall The Board of Directors of the Company shall place before the shareholders at each annual place before the shareholders at each annual Shareholders’ General Meeting such financial Shareholders’ Meeting such financial reports reports as relevant laws administrative as relevant laws administrative regulations regulat ions and normative documents and normative documents promulgated by the promulgated by the local government and the local government and the authorities-in-charge authorities-in-charge require the Company require the Company to prepare. Such reports to prepare. Such reports shall be subject to shall be subject to audit.verification.– 101 –Original Article Amended Article Article 188: Article 176: The financial reports of the Company shall be The financial reports of the Company shall be made available for inspection by shareholders made available for inspection by shareholders 20 20 days prior to an annual Shareholders’ days prior to an annual Shareholders’ Meeting. General Meeting. Each shareholder of the Each shareholder of the Company shall have the Company shall have the right to obtain a copy of right to obtain a copy of the financial reports the financial reports referred to in this Chapter. referred to in this Chapter.The Company will send the aforementioned Subject to the laws regulations and listing rules financial reports to each holder of H shares of the place where Company’s shares are listed by prepaid mail at the recipient’s address the aforementioned financial reports may be shown in the register of shareholders at least provided to shareholders by means as specified 21 days prior to an annual Shareholders’ in Article 221 of these Articles of Association. General Meeting.Subject to the laws regulations and listing rules of the place where Company’s shares are listed the aforementioned financial reports may also be provided to shareholders by other means as specified in Article 236 of these Articles of Association.Article 194: Article 182: ???? After the Company has made up its losses and After the Company has made up its losses and made allocations to its common reserves and made allocations to its statutory common statutory common reserves the remaining reserves the remaining profits of the Company profits of the Company shall be distributed shall be distributed in proportion to the in proportion to the shareholdings of its shareholdings of its shareholders. Shares of shareholders. Shares of the Company that are the Company that are held by the Company held by the Company itself shall not participate itself shall not participate in the distribution in the distribution of profits. of profits.– 102 –Original Article Amended Article Article 195: Article 183: Before making up its losses and made allocations Before making up its losses and made allocations to the statutory common reserve the Company to the statutory common reserve the Company shall not distribute dividends or distribute shall not distribute dividends or distribute profits to shareholders. profits to shareholders. If in violation of the preceding paragraph at the Shareholders’ The Company’s dividend does not bear any Meeting the Company distributed profits interest unless the Company fails to distribute to the shareholders before the Company has relevant dividends to the shareholders. made up its losses and made an allocation to the statutory common reserve any profits distributed in violation of the provisions shall be returned to the Company by shareholders.In case of losses caused to the Company shareholders and responsible directors supervisors and senior management staff shall be liable for compensation.The Company’s dividend does not bear any interest unless the Company fails to distribute relevant dividends to the shareholders.Article 196: Deleted The capital common reserve shall include the following funds: (1) the premiums obtained from the issue of shares above par; (2) other revenue required by the State Council’s finance authority to be included in the capital common reserve.– 103 –Original Article Amended Article Article 197: Article 184: The Company’s common reserves (referring to The Company’s common reserves (referring to the statutory reserve fund any fund and capital the statutory reserve fund any fund and capital fund) shall be used to make up the Company’s fund) shall be used to make up the Company’s losses to expand the Company’s production and losses to expand the Company’s production and operations or through conversion into capital operations or through conversion into capital to increase the Company’s capital. However to increase the Company’s capital. To make the capital common reserve will not be used up for the losses with common reserves the to make up the Company’s losses. Company shall first use discretionary reserve and statutory reserve; and may use capital reserve to make up for the remaining losses in accordance with relevant regulations.If the Company remains in loss position after making up for the losses in accordance with the provisions of preceding paragraph it may reduce the registered capital to make up for the losses. If the registered capital is reduced to make up for the losses the Company shall not make any distribution to the shareholders; nor shall the shareholders be exempted from the obligation to make capital injection or payment for the shares.Where the registered capital is reduced in accordance with the provisions of the preceding paragraph the provisions of paragraph 2 of Article 29 of these Articles of Association shall not apply but an announcement shall be published in a newspaper or on the National Enterprise Credit Information Publicity System within 30 days from the date of the resolution on reduction of registered capital made at the Shareholders’ Meeting.After reducing its registered capital in accordance with the provisions of the preceding two paragraphs the Company shall not distribute profits until the accumulated amount of the statutory reserve and discretionary reserve reaches 50% of the Company’s registered capital.– 104 –Original Article Amended Article When funds in the statutory common reserve When funds in the statutory common reserve are converted into capital by the Company are converted into increase registered capital through the resolution at the Shareholders’ by the Company through the resolution at the General Meeting the new shares shall be Shareholders’ Meeting the new shares shall be issued according to the original proportion of issued according to the original proportion of shares held by the shareholders or the par value shares held by the shareholders or the par value of shares shall be increased. However in case of shares shall be increased. However in case that the statutory common reserve are converted that the statutory common reserve are converted into capital the remaining of the reserve shall into increase registered capital the remaining not be less than 25 percent of the registered of the reserve shall not be less than 25 percent capital of the Company before the conversion. of the registered capital of the Company before the conversion.Article 206: Article 193: The Company shall appoint receiving agents for The Company shall appoint receiving agents for holders of overseas listed foreign investment holders of overseas listed foreign investment shares to collect on behalf of the relevant shares to collect on behalf of the relevant shareholders the dividends distributed and other shareholders the dividends distributed and other moneys payable in respect of overseas listed moneys payable in respect of overseas listed foreign investment shares. foreign investment shares.The receiving agents appointed by the Company The receiving agents appointed by the Company shall meet the requirements of the laws of the shall meet the requirements of the laws of the place or the relevant regulations of the stock place or the relevant regulations of the stock exchange where shares are listed. exchange where shares are listed.The receiving agents appointed by the Under the premise of obeying the laws of Company for the holders of overseas listed China the Company has the right to forfeit the foreign investment shares listed on the SEHK unclaimed dividends subject to the expiry of shall be trust companies registered under the the applicable relevant limitation period.Trustee Ordinance of Hong Kong.Under the premise of obeying the laws of China the Company has the right to forfeit the unclaimed dividends subject to the expiry of the applicable relevant limitation period.– 105 –Original Article Amended Article Article 210: Article 197: The Company shall engage an independent The Company shall engage an independent accounting firm that complies with relevant accounting firm that complies with relevant provisions of PRC laws to audit the annual provisions of PRC laws to audit the annual financial reports and review other financial financial reports and review other financial reports of the Company make verification of reports of the Company make verification of net assets and provide other consulting-related net assets and provide other consulting-related services. services.With respect to selection and appointment of accounting firms the Company shall adopt competitive negotiation open bidding invited bidding and other means that the competence of such accounting firm may be known well so as to ensure that the selection and appointment process is carried out fairly and impartially.The Company shall specify the evaluation criteria for selection and appointment of an accounting firm which shall at least include audit fees qualifications practice records quality management standards work plans labors and other resources allocation information security management and level of risk tolerance. The Company shall evaluate the application documents of the proposed accounting firms and record and maintain the evaluation opinions of the persons participating in the evaluation.– 106 –Original Article Amended Article Article 211: Article 198: The term of engagement of an accounting firm The term of engagement of an accounting firm engaged by the Company is one year which engaged by the Company is one year which shall shall commence upon the adjournment of the commence upon the adjournment of the annual annual Shareholders’ General Meeting of the Shareholders’ General Meeting of the Company Company and end upon the adjournment of the and end upon the adjournment of the next annual next annual Shareholders’ General Meeting. Shareholders’ General Meeting. The accounting The accounting firm could be reappointed if firm could be reappointed if the term is expired the term is expired. but in principle the continuous engagement of the same accounting firm shall not be more than 8 years. If the Company intends to continue engaging the same accounting firm for more than 8 years due to business needs it shall comprehensively consider the quality of the accounting firm’s previous audits the shareholders’ evaluation regulatory opinions etc. and may appropriately extend the term of engagement after performing corporate governance procedures and internal decision-making procedures subject to a term of continuous engagement not exceeding 10 years.– 107 –Original Article Amended Article Article 216: Article 203: The engagement dismissal or non-renewal The engagement dismissal or non-renewal of engagement of an accounting firm shall be of engagement of an accounting firm shall decided upon by the Shareholders’ General be submitted to the Board of Directors for Meeting. If there are relevant provisions in the consideration after being considered and applicable laws administrative regulations approved by the majority of all members and rules and/or the relevant listing rules the of the Audit Committee and shall be decided Company shall disclose such provisions of the upon by the Shareholders’ Meeting.Shareholders’ General Meeting on relevant newspapers or periodicals and describe the The Company shall disclose information reasons for replacement if necessary as well on the length of service and audit fees of as report them to the State Council authorities the accounting firm audit project partner in charge of securities and Chinese Institute and signing certified public accountant of Certified Public Accountants for record. in its annual report. The Company shall annually disclose an evaluation report on the performance of the accounting firm and the report of the Audit Committee on the performance of the supervisory duties by the accounting firm in accordance with the requirements and if a change of the accounting firm is involved it shall also disclose the status of the predecessor accounting firm and the audit opinion of the previous year the reasons for the change of accounting firm and the communication with the predecessor accounting firm. The Company shall report the relevant explanations in accordance with the requirements of the bodies performing the contributor’s functions.Where the Company changes the accounting firm the selection and appointment shall be completed before the end of the fourth quarter of the year under audit.– 108 –Original Article Amended Article Article 217: Deleted Where a resolution at a Shareholders’ General Meeting is to be passed to appoint as accounting firm an accounting firm other than an incumbent accounting firm to fill a casual vacancy in the office of accounting firm or to reappoint an accounting firm engaged by the Board of Directors to fill the vacancy in the office of accounting firms or to remove an accounting firm before the expiration of its term of office matters shall be handled in accordance with the following provisions: (1) the motion of engagement or dismissal shall be sent before issuance of the notice of the Shareholders’ General Meeting to the accounting firm proposed to be appointed or the accounting firm proposing to leave its post or the accounting firm that has left its post in the relevant fiscal year; leaving includes leaving by removal resignation and retirement. (2) if the accounting firm leaving its post makes representations in writing and requests their notification to the shareholders the Company shall (unless the representations are received too late): i. in any notice of the resolution given to shareholders state the fact of the representations having been made by the accounting firm that is leaving its post; ii. serve a copy of the representations as an attachment to the notice on the shareholders by the method specified in these Articles of Association.– 109 –Original Article Amended Article (3) if the accounting firm’s representations are not sent under item (2) of this Article the relevant accounting firm may in addition to its right to be heard require that the representations be read out at the Shareholders’ General Meeting. (4) an accounting firm that is leaving its post shall be entitled to attend: i. the Shareholders’ General Meeting at which its term of office would otherwise have expired; ii. any Shareholders’ General Meeting at which it is proposed to fill the vacancy caused by its removal; iii. any Shareholders’ General Meeting convened on its resignation.The resigned accounting firm shall make a statement on the matters of his work as a former accountant at the above meeting and receive all notices of and other information relating to any such meeting and to be heard at any such meeting which it attends on matters which concern it as former accounting firm of the Company.– 110 –Original Article Amended Article Article 218: Article 204: When the Company dismisses or does not When the Company dismisses or does not renew the engagement of an accounting firm renew the engagement of an accounting firm it shall give notice to the accounting firm 10 it shall give notice to the accounting firm 10 days in advance. The accounting firm shall days in advance. The accounting firm shall have the right to present its views before have the right to present its views before the the Shareholders’ General Meeting. If the Shareholders’ Meeting. If the accounting firm accounting firm believes that the Company’s believes that the Company’s grounds for the grounds for the dismissal or non-renewal of dismissal or non-renewal of engagement of it are engagement of it are not justified it shall appeal not justified it shall appeal to the State Council to the State Council authorities in charge of authorities in charge of securities and Chinese securities and Chinese Institute of Certified Institute of Certified Public Accountants. In Public Accountants. In case the accounting firm case the accounting firm tenders the resignation tenders the resignation it shall describe to the it shall describe to the Shareholders’ Meeting Shareholders’ General Meeting whether there whether there is any improper matter.is any improper matter.The accounting firm shall place the resignation notice at the Company’s domicile to resign its position. The notice shall be effective on the date placing the notice at the Company’s domicile and the date specified in the notice whichever is later. The notice shall include the following statements: (1) believing that the resignation does not involve any statement that shall be described to the Company’s shareholders or creditors; or – 111 –Original Article Amended Article (2) any such conditions that shall be described. Where a notice is deposited under the preceding paragraph the Company must within 14 days send a copy of the notice to the competent authority. If the notice contained a statement as mentioned in the preceding paragraph the Company shall make a copy of such statement available at its offices for inspection by shareholders.The Company shall additionally send a copy of the aforementioned statement to each holder of H Shares by prepaid mail at the recipient’s address shown in the register of shareholders. Subject to the laws regulations and listing rules of the place where Company shares are listed a copy of the aforementioned statement may alternatively be provided to holders of H Shares by other means as specified in Article 240 of the Articles of Association.If there is any statement that shall be described in the resignation notice submitted by the accounting firm the accounting firm may require the Board of Directors to convene an extraordinary Shareholders’ General Meeting and listen to its explanations about the resignation.– 112 –Original Article Amended Article Article 219: Article 205: The Company may carry out mergers or The Company may carry out mergers or divisions in accordance with the laws. divisions in accordance with the laws.Upon the merger or division of the Company Upon the merger or division of the Company the Company’s Board of Directors shall take the Company’s Board of Directors shall take necessary measures to protect the lawful rights necessary measures to protect the lawful rights and interests of the shareholders who oppose and interests of the shareholders who oppose the proposal for the merger or division of the the proposal for the merger or division of the Company. Company.Shareholders that oppose the proposal for the merger or division of the Company shall have the right to require the Company or shareholders that are in favor of such proposal to purchase their shares at a fair price.The contents of resolutions approving the merger or division of the Company shall be compiled in a special document for inspection by shareholders. Holders of overseas listed foreign investment shares shall additionally be served copies of the aforementioned document by mail.– 113 –Original Article Amended Article Article 220: Article 206: ???? If the Company is involved in a merger the If the Company is involved in a merger the parties to the merger shall enter into a merger parties to the merger shall enter into a merger agreement. The parties to the merger shall agreement. The parties to the merger shall prepare a balance sheet and a property list. prepare a balance sheet and a property list.Within 10 days from the date of adoption of Within 10 days from the date of adoption of the merger resolution the Company shall notify the merger resolution the Company shall its creditors and within 30 days it shall make notify its creditors and within 30 days it shall an announcement in the newspapers. A creditor make an announcement in the newspapers or may within 30 days from the date of receipt on National Enterprise Credit Information of the written notice or if he did not receive Publicity System. A creditor may within 30 a written notice within 45 days from the date days from the date of receipt of the notice or of the announcement require the Company if he did not receive a notice within 45 days to pay its debt to him in full or to provide from the date of the announcement require the commensurate security. Company to pay its debt to him in full or to provide commensurate security.?? ?? Article 221: Article 207: ???? When the Company is divided a division When the Company is divided a division agreement shall be signed by all parties agreement shall be signed by all parties involved involved in the division and it shall prepare in the division and it shall prepare a balance sheet a balance sheet and a property list. Within 10 and a property list. Within 10 days from the date days from the date of adoption of the resolution of adoption of the resolution on the division the on the division the Company shall notify its Company shall notify its creditors and within creditors and within 30 days it shall make an 30 days it shall make an announcement in the announcement in the newspapers. newspapers or on National Enterprise Credit Information Publicity System.?? ?? – 114 –Original Article Amended Article Article 223: Article 209: The Company shall be dissolved and liquidated The Company shall be dissolved for the in accordance with the laws if: following reasons: (1) the Shareholders’ General Meeting (1) the term of business provided for resolves to dissolve the Company; in these Articles of Association has expired or the occurrence of any other (2) dissolution is necessary as a result of the cause of dissolution provided for in merger or dissolution of the Company; these Articles of Association; (3) the Company is legally declared (2) the Shareholders’ Meeting resolves to bankrupt because it is unable to pay dissolve the Company; its debts as they fall due; (3) dissolution is necessary as a result of the (4) the Company has its business license merger or dissolution of the Company; revoked is ordered to close down or is shut down in accordance with the law (4) the Company has its business license for breaching laws and administrative revoked is ordered to close down or is regulations; shut down in accordance with the law for breaching laws and administrative (5) serious difficulties arise in the operation regulations; and management of the Company and its continued existence would cause material (5) serious difficulties arise in the operation loss to the interests of the shareholders and management of the Company and its and such difficulties cannot be resolved continued existence would cause material through other means in which case loss to the interests of the shareholders shareholders holding at least 10 percent and such difficulties cannot be resolved of all shareholders’ voting rights may through other means in which case petition a People’s Court to dissolve the shareholders holding at least 10 percent Company. of voting rights may petition a People’s Court to dissolve the Company.If the Company has any cause for dissolution specified in the preceding paragraph it shall make public the cause of dissolution through the National Enterprise Credit Information Publicity System within 10 days.– 115 –Original Article Amended Article Article 224: Deleted If the Company is dissolved pursuant to item (1) (3) (4) or (5) of the preceding Article it shall establish a liquidation committee and liquidation shall commence within 15 days from the date on which the cause for dissolution arose. The liquidation committee shall be composed of persons determined by the Board of Directors or the Shareholders’ General Meeting by ordinary resolution. If the Company fails to establish the liquidation committee and carry out the liquidation within the time limit its creditors may petition a People’s Court to designate relevant persons to form a liquidation committee and carry out the liquidation.New Article Article 210: If the Company falls under the circumstances specified in item (1) or (2) of the first paragraph of Article 209 of these Articles of Association and has not distributed property to shareholders it may continue to exist by amending these Articles of Association or by resolution of the Shareholders’ Meeting.Amending these Articles of Association or obtaining a resolution of the Shareholders’ Meeting based on the preceding paragraph requires the approval of more than two-thirds of the voting rights held by the shareholders present at the Shareholders’ Meeting.– 116 –Original Article Amended Article Where the Company is dissolved pursuant to Items (1) (2) (4) or (5) of the first paragraph of Article 209 of these Articles of Association it shall be liquidated. The directors shall be the liquidation obligors of the Company and shall set up a liquidation committee for liquidation within 15 days after the dissolution circumstance arises. The members of the liquidation committee shall be determined by the Board of Directors or the Shareholders’ Meeting. If the liquidation committee is not duly set up or fails to liquidate after its establishment the stakeholders may request the people’s court to designate related persons to form a liquidation committee to carry out liquidation.– 117 –Original Article Amended Article Article 225: Deleted If the Board of Directors decides that the Company should be liquidated (otherwise than because of a declaration of bankruptcy) the notice of the Shareholders’ General Meeting convened for such purpose shall include a statement to the effect that the Board of Directors has made full inquiry into the position of the Company and that the Board is of the opinion that the Company can pay its debts in full within 12 months after the commencement of liquidation.The functions and powers of the Board of Directors shall terminate immediately upon the adoption by the Shareholders’ General Meeting of a resolution to carry out liquidation. The liquidation committee shall take instructions from the Shareholders’ General Meeting and not less than once a year make a report to the Shareholders’ General Meeting on the committee’s receipts and expenditures the business of the Company and the progress of the liquidation. It shall make a final report to the Shareholders’ General Meeting when the liquidation is completed.– 118 –Original Article Amended Article New Article Article 211: When making decisions to dissolve or apply for liquidation the Company shall solicit opinions of its labor union and shall solicit opinions and suggestions of the employees through the employee representatives’ meeting or in other means.Article 226: Article 212: The liquidation committee shall notify creditors The liquidation committee shall notify creditors within a period of 10 days from the date of its within a period of 10 days from the date of its establishment and make announcements of the establishment and make announcements of the liquidation in the newspapers within 60 days. liquidation in the newspapers or on National Claims shall be registered by the liquidation Enterprise Credit Information Publicity committee. During the claim declaration period System within 60 days. The creditors shall the liquidation committee may not pay any declare their claims to the liquidation debts to creditors. committee within 30 days from the date they receive the notice or if they have not received such notice within 45 days from the date the announcement is made.When declaring the claims a creditor shall specify the matters in respect of each claim and provide supporting materials. Claims shall be registered by the liquidation committee.During the declaration period the liquidation committee may not pay any debts to creditors.– 119 –Original Article Amended Article Article 227: Article 213: The liquidation committee shall exercise The liquidation committee shall exercise the following functions and powers during the following functions and powers during liquidation: liquidation: ???? (5) to liquidate claims and debts; (5) to liquidate claims and debts; (6) to dispose of the Company’s property (6) to distribute the Company’s property remaining after the debts are paid in full; remaining after the debts are paid in full; (7) to represent the Company in civil actions. (7) to represent the Company in civil actions. Article 229: Article 215: If the Company is liquidated due to dissolution If the Company is liquidated due to dissolution and the liquidation committee having and the liquidation committee having inventoried the Company’s property and inventoried the Company’s property and prepared a balance sheet and property list prepared a balance sheet and property list discovers that the Company’s property is discovers that the Company’s property is insufficient to pay its debts in full it shall insufficient to pay its debts in full it shall apply to the Peoples Court for a declaration of apply to the Peoples Court for a bankruptcy bankruptcy. liquidation.After the People’s Court has ruled to declare the After the People’s Court accepts a bankruptcy Company bankrupt the liquidation committee liquidation the liquidation committee shall shall turn over the liquidation matters to the turn over the liquidation matters to bankruptcy People’s Court. administrator appointed by the People’s Court.– 120 –Original Article Amended Article Article 230: Article 216: Following completion of the liquidation of Following completion of the liquidation of the Company the liquidation committee shall the Company the liquidation committee shall prepare a liquidation report as well as revenue prepare a liquidation report submit to the and expenditure statement and financial Shareholders’ Meeting or the People’s Court account books in respect of the liquidation for confirmation and submit the same to the period and after verification thereof by a company registrar apply for cancellation of the PRC certified public accountant submit the Company’s registration.same to the Shareholders’ General Meeting or the competent authority for confirmation.Within 30 days from the date of confirmation of the aforementioned documents by the Shareholders’ General Meeting or the competent authority the liquidation committee shall submit the same to the company registrar apply for cancellation of the Company’s registration and publicly announce the Company’s termination.Article 234: Deleted If an amendment to these Articles of Association involves matters provided for in the Mandatory Provisions of Articles of Association of Companies That List Overseas it shall become effective upon approval by the authority that is authorized by the State Council to examine and approve companies.– 121 –Original Article Amended Article Article 239: Deleted The Company shall comply with the following rules for dispute resolution: (1) If any dispute or claim that concerns Company affairs and is based on rights or obligations provided for in these Articles of Association the Company Law or other relevant laws arises between a holder of overseas listed foreign investment shares and the Company between a holder of overseas listed foreign investment shares and a director a supervisor the President or other senior management staff of the Company or between a holder of overseas listed foreign investment shares and a holder of domestic investment shares the parties concerned shall submit the dispute or claim to arbitration. When a dispute or claim as described above is submitted to arbitration the dispute or claim shall be submitted in its entirety and all persons (being the Company or shareholders directors supervisors the President or other senior management staff of the Company) that have a cause of action due to the same facts or whose participation is necessary for the resolution of such dispute or claim shall submit to arbitration. Disputes regarding the definition of shareholders and the register of shareholders may be resolved by means other than arbitration.– 122 –Original Article Amended Article (2) A dispute or claim submitted to arbitration may be arbitrated at the option of the arbitration applicant by either the China International Economic and Trade Arbitration Commission in accordance with its arbitration rules or the Hong Kong International Arbitration Centre in accordance with its securities arbitration rules. After the arbitration applicant has submitted the dispute or claim to arbitration the other party must submit to the arbitration institution selected by the applicant. If the arbitration applicant opts for arbitration by the Hong Kong International Arbitration Centre either party may request arbitration to be conducted in Shenzhen in accordance with the securities arbitration rules of the Hong Kong International Arbitration Centre. (3) Unless otherwise provided by laws or administrative regulations PRC laws shall apply to the resolution by arbitration of disputes or claims referred to in item (1). (4) The award of the arbitration institution shall be final and binding upon each party.– 123 –Original Article Amended Article New Article Article 227: These Articles of Association shall come into force from 1 July 2024 upon the approval by a special resolution at the Shareholders’ Meeting of the Company.Notes : (1) Pursuant to the newly amended Company Law of the People’s Republic of Chinawhich will come into effect on 1 July 2024 the reference to the “Shareholders’ GeneralMeeting” in the relevant provisions of the Articles of Association of the Company shall be amended to the “Shareholders’ Meeting” accordingly. Due to the large number of items involved they will not be listed one by one. (2) According to the actual situation of the Company the “President” “Senior VicePresident” and “Vice President” mentioned in the relevant articles of the Articles of Association shall be amended to the “Manager” “Senior Deputy Manager” and “DeputyManager” accordingly. Due to the large number of items involved they will not be listed one by one. (3) Due to addition and removal of articles the serial number of relevant articles and cross references of the Articles of Association have been adjusted accordingly without separate explanation.* The Articles of Association and its proposed amendments were written in Chinese without formal English version. As such any English translation shall be for reference only. In the case of any discrepancies the Chinese version shall prevail.– 124 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING* Original Article Amended Article GENERAL PROVISIONS CHAPTER I GENERAL PROVISIONS Article 1: Article 1: To sa feguard the leg i t imate r igh ts and To sa feguard the leg i t imate r igh ts and interests of Aluminum Corporation of China interests of Aluminum Corporation of China Limited (the “Company”) its Shareholders Limited (the “Company”) its Shareholders and creditors and to regulate the organization and creditors and to regulate the organization and activities of the General Meeting of the and activities of the Shareholders’ Meeting Company the Company formulated these of the Company the Company formulated Rules of Procedures (“these Rules”) in t h e s e R u l e s i n a c c o r d a n c e w i t h l a w s accordance with laws and regulations and regulations rules and normative documents normative documents such as the Company such as the Company Law of the People’s Law of the People’s Republic of China (the Republic of China (the “Company Law”) “Company Law”) Mandatory Provisions for the Guidelines on Articles of Association the Articles of Association of Companies of Listed Companies the Guidelines for the to be Listed Overseas the Guidelines on Governance of Listed Companies and the Articles of Association of Listed Companies Rules of Shareholders’ Meetings of Listed the Guidelines for the Governance of Listed Companies the listing rules of shares or Companies and the Rules of General Meetings securities of the stock exchanges where the of Listed Companies the listing rules of Company’s share is listed (including the shares or securities of the stock exchanges Shanghai Stock Exchange and The Stock where the Company’s share is listed (including Exchange of Hong Kong Limited) (hereafter but not l imited to the Shanghai S tock as “Relevant List ing Rules”) as well as Exchange The Stock Exchange of Hong the Articles of Association of AluminumKong Limited and the New York Stock Corporation of China Limited (the “ArticlesExchange) (hereafter as “Relevant Listing of Association”).Rules”) as well as the Articles of Association of Aluminum Corporation of China Limited (the “Articles of Association”).CHAPTER I GENERAL PROVISIONS Article 2: OF GENERAL MEETINGS The Shareholders’ Meeting is the highest Article 2: organ of authori ty of our Company and shall exercise its functions and powers in The General Meeting is the highest organ of accordance with the laws.authority of our Company and shall exercise its functions and powers in accordance with CHAPTER II GENERAL PROVISIONS the laws. OF SHAREHOLDERS’ MEETINGS – 125 –Original Article Amended Article Article 3: Article 3: The Genera l Meet ing may exerc ise the The Shareholders’ Meeting may exercise the following functions and powers: following functions and powers: (1) to decide on the operating policies and (1) to elect and remove directors and to investment plans of the Company; fix the remuneration of the relevant directors; (2) to elect and remove directors and to fix the remuneration of the relevant (2) to elect and remove supervisors (being directors; Shareholders’ representatives) and to fix the remuneration of the relevant (3) to elect and remove supervisors (being supervisors; Shareholders’ representatives) and to fix the remuneration of the relevant (3) to examine and approve the reports of supervisors; the Board of the Directors; (4) to examine and approve the reports of (4) to examine and approve the reports of the Board of the Directors; the Supervisory Committee; (5) to examine and approve the reports of (5) to examine and approve the prof i t the Supervisory Committee; distribution plans and loss recovery plans of the Company; (6) to examine and approve the proposed annual financial budgets and final (6) to adopt resolutions on any increase or accounts of the Company; reduction of registered capital by the Company; (7) to examine and approve the prof i t distribution plans and loss recovery (7) to adopt resolutions on matters such plans of the Company; as merger division dissolution and liquidation of the Company; (8) to adopt resolutions on any increase or reduction of registered capital by the (8) to adopt resolutions on the issue of Company; bonds of the Company; – 126 –Original Article Amended Article (9) to adopt resolutions on matters such (9) to adopt resolutions on the appointments as merger division dissolution and dismissals or non-reappointments of liquidation of the Company; accounting firms; (10) to adopt resolutions on the issue of (10) to amend the Articles of Association; bonds of the Company; (11) to make decisions on purchase or sale (11) to adopt resolutions on the appointments of substantial assets within one year of dismissals or non-reappointments of which the amount exceed 25% of the accounting firms; Company’s latest audited total assets; (12) to amend the Articles of Association; (12) to make decisions on guarantee matters subjec t to review and approval by (13) to make decisions on purchase or sale Shareholders’ Meeting as required of substantial assets within one year of by laws administrative regulations which the amount exceed 25% of the departmental rules and the Article of Company’s latest audited total assets; Association of the Company; (14) to make decisions on guarantee matters (13) to examine and approve changes of subjec t to review and approval by purpose of the funds raised; General Meeting as required by laws administrative regulations departmental (14) to consider and approve the employee rules and the Article of Association of stock ownership plan stock incentive the Company; plan or other share-based compensation (such as allotment or share options etc.) (15) to examine and approve changes of granted to employees; purpose of the funds raised; (15) other matters the resolutions concerning (16) to consider and approve the employee which shall be made by the General stock ownership plan stock incentive M e e t i n g a s s t i p u l a t e d b y l a w s plan or other share-based compensation administrative regulations department (such as allotment or share options etc.) rules and the Articles of Association of granted to employees; the Company. (17) other matters the resolutions concerning which shall be made by the General M e e t i n g a s s t i p u l a t e d b y l a w s administrative regulations department rules and the Articles of Association of the Company.The Shareholders’ General Meeting may The Shareholders’ Meeting may delegate or delegate or entrust relevant matters to be entrust relevant matters to be handled by the handled by the Board of Directors. Board of Directors. The Shareholders’ Meeting may delegate resolution on the issuance of corporate bonds to the Board of Directors.– 127 –Original Article Amended Article Article 7: Article 7: General Meetings can be annual General Shareholders’ Meet ings can be annual Meetings or extraordinary General Meetings. Shareholders’ Meetings or extraordinary Annual General Meetings are held once a Shareholders’ Meetings. Annual Shareholders’ year within six months after the end of the Meetings are held once a year within six months previous financial year. In the event that the after the end of the previous financial year. In the Company is unable to convene an annual event that the Company is unable to convene an General Meeting within the period of time annual Shareholders’ Meeting within the period mentioned above the Company shall report of time mentioned above the Company shall and explain to the relevant local office of report and explain to the relevant local office of the China Securities Regulatory Commission the China Securities Regulatory Commission (“CSRC”) at the place where the Company is (“CSRC”) at the place where the Company is located and the stock exchange(s) on which located and the stock exchange(s) on which its its shares are listed for trading explain the shares are listed for trading explain the reasons reasons and make public announcement. and make public announcement.The Board of Directors shall convene an The Board of Directors shall convene an extraordinary shareholders’ general meeting extraordinary shareholders’ meeting within within two months after the occurrence of any two months after the occurrence of any of the of the following circumstances: following circumstances: (1) the number of directors is less than the (1) the number of directors is less than the number required by the Company Law number required by the Company Law or less than two-thirds of the number or less than two-thirds of the number required by the Articles of Association; required by the Articles of Association; (2) the uncovered losses reach one third of (2) the uncovered losses reach one third of the Company’s total paid share capital; the Company’s total paid share capital; (3) where requested by shareholder(s) (3) where requested by shareholder(s) holding independently or collectively holding independently or collectively 10% or more of the Company’s shares 10% or more of the Company’s shares (the number of shares held shall be (the number of shares held shall be the figure as at the date of the written the figure as at the date of the written request from the shareholder); request from the shareholder); (4) the Board of Directors considers i t (4) the Board of Directors considers i t necessary or the supervisory committee necessary or the supervisory committee proposes to hold such a meeting; proposes to hold such a meeting; (5) other circumstances stipulated by laws administrative regulations departmental rules or the Articles of Association.– 128 –Original Article Amended Article Article 12: Article 12: When the Company convenes a General When the Company convenes a Shareholders’ M e e t i n g t h e B o a r d o f D i r e c t o r s t h e M e e t i n g t h e B o a r d o f D i r e c t o r s t h e Supervisory Committee and the shareholder(s) Supervisory Committee and the shareholder(s) independently or collectively holding more independently or collectively holding more than 3% of the Company’s shares shall have than 1% of the Company’s shares shall have the right to present proposals to the Company. the right to present proposals to the Company.A shareholder independently or collectively A shareholder independently or collectively holding more than 3% of the Company’s holding more than 1% of the Company’s shares may submit provisional proposals and shares may submit provisional proposals and submit them to the General Meeting convener submit them to the Shareholders’ Meeting in writing before 10 days prior to the meeting. convener in writing prior to the meeting The convener shall send a supplementary and the time for submitting provisional notice of the General Meeting to announce proposals shall ensure that the Company such provisional proposals within 2 days after sends or provides the relevant notices receipt thereof. and information to Shareholders no less than 10 working days prior to the date of E x c e p t a s p r o v i d e d b y t h e p r e c e d i n g such meeting. The convener shall send a paragraph the convener of a General Meeting supplementary notice of the Shareholders’ shall not amend the proposed resolutions set Mee t ing to announce such p rov i s iona l out in the notice of the meeting or add any proposals within 2 days after receipt thereof.new proposed. resolutions subsequent to the issue of the notice of the General Meeting. E x c e p t a s p r o v i d e d b y t h e p r e c e d i n g paragraph the convener of a Shareholders’ Mee t ing sha l l no t amend the p roposed resolu t ions se t out in the not ice of the meeting or add any new proposed. resolutions subsequent to the issue of the notice of the Shareholders’ Meeting.– 129 –Original Article Amended Article Article 14: Article 14: An announcement of a General Meeting to An announcemen t o f a Shareho lders ’ be held by the Company shall be given by the Meeting to be held by the Company shall be convener to all shareholders whose names given by the convener to all shareholders appear in the register of members 45 days whose names appear in the reg i s t e r o f before the meeting is held (including the date members 45 days before the meeting is held on which the meeting is held) specifying (including the date on which the meeting is the matters to be considered at and the date held) specifying the matters to be considered and place of the meeting. A shareholder at and the date and place of the meeting.who intends to attend the General Meeting A shareholder who intends to attend the shall deliver a written reply slip confirming Shareholders’ Meeting shall deliver a written h i s i n t en t i on t o a t t e nd t he me e t i ng t o reply slip confirming his intention to attend the Company on the date set forth in the the meeting to the Company on the date set announcement. forth in the announcement.The Company shall calculate the number of For the holders of domestic shares notice voting shares represented by shareholders o f a S h areh o ld ers ’ Mee t in g sh a l l be who intend to attend a General Meeting on delivered by way of public announcement.the basis of the written replies it has received T h e n o t i c e a n n o u n c e m e n t s h a l l b e before the date of the General Meeting. published on the website of the Shanghai Stock Exchange one or more newspapers or periodicals designated by the securities regulatory authority of the State Council and the website of the Company. Once the announcement is made all the holders of domestic shares shall be deemed to have received the notice of the relevant Shareholders’ Meeting.For ho lders o f H Shares not i ce o f a Shareholders’ Meeting may be delivered o r p r o v i d e d t o h o l d e r s o f H s h a r e s by electronic means or publication of announcement on a website subject to laws regulations and the Relevant Listing Rules of the place where the Company’s shares are listed.The Company shall calculate the number of voting shares represented by shareholders who intend to attend a Shareholders’ Meeting on the basis of the written replies it has received before the date of the Shareholders’ Meeting.– 130 –Original Article Amended Article Article 16: Deleted A notice of the General Meeting shall be sent to shareholders (whether or not such shareholder is entitled to vote at the meeting) by personal delivery or prepaid post to the address of the shareholder as shown in the register of shareholders.For the holders of domestic shares notice of the meetings may also be given by way of public announcement. Such announcement s h a l l b e p u b l i s h e d i n o n e o r m o r e newspapers designated by the securities regulatory authority of the State Council within the interval between 45 days and 50 days (including the 45th and 50th day) before the date of the meeting; after the publication of such announcement all the holders of domestic shares shall be deemed to have received the notice of the relevant General Meeting.For holders of H Shares the notice of the General Meeting may also be sent or provided to holders of H Shares by means of electronic means or published on the website to the extent permitted under laws and regulations as well as relevant listing rules of the listing places of the Company.– 131 –Original Article Amended Article Article 20: Article 19: Any shareholder entitled to attend and vote All shareholders registered on the share at the General Meeting shall have the right to registration date or their proxies of the appoint one or several persons (who may not Shareholders’ Meeting shall be entitled to be shareholders) to act as his or her proxy to attend the Shareholders’ Meeting which attend and vote at the meeting on his or her shall not be denied by the Company and behalf. The proxy/proxies so appointed by the convener for any reason. Shareholders the shareholder shall exercise the following may attend the Shareholders’ Meeting in rights: person or appoint a proxy to attend and vote on their behalf. (1) have the same right as the shareholder to speak at the meeting; Any shareholder entitled to attend and vote at the Shareholders’ Meeting shall have the (2) have authority to demand or jointly right to appoint one or several persons (who with others in demanding a poll; may not be shareholders) to act as his or her proxy to attend and vote at the meeting (3) have the right to vote by hands or on on his or her behalf. The proxy/proxies so a poll unless otherwise required by appointed by the shareholder shall exercise the applicable listing rule of the listing the following rights: p lace or o ther secur i t ies laws and regulations. Where more than one proxy (1) have the same right as the shareholder is appointed the proxies may only to speak at the meeting; exercise the voting right on a poll. (2) have authority to demand or jointly with others in demanding a poll; (3) have the right to vote by hands or on a poll unless otherwise required by the applicable listing rule of the listing p lace or o ther secur i t ies laws and regulations. Where more than one proxy is appointed the proxies may only exercise the voting right on a poll.Where a shareholder entrusts a proxy to attend the Shareholders’ Meeting it shall specify the matters authority and time limit entrusted to the proxy. The proxy shal l submit the power of attorney of shareholders to the Company and exercise the r ight to vote wi th in the scope o f authorization.– 132 –Original Article Amended Article Article 26: Article 25: If a proxy attends the General Meeting on Individual shareholders who attend the behalf of an individual shareholder that meeting in person shal l present their proxy should produce his or her identification personal ident i f icat ion documents or documentation and the instrument signed other val id documents or cert i f icates by the shareholder appointing the proxy. t h a t c a n i n d i c a t e t h e i r i d e n t i t y a n d If the legal representative of a legal person shareholding certificates. If a proxy attends corporate shareholder appoints a proxy to t h e S h a r e h o l d e r s ’ M e e t i n g o n b e h a l f attend the meeting that proxy should produce of an individual shareholder that proxy his or her identification documentation and should produce his or her identif ication the instrument signed by the relevant legal documentation and the instrument signed by representative appointing the proxy. If a the shareholder appointing the proxy and legal person corporate shareholder appoints shareholding certificates.a proxy as is authorized by the decision of its Board or other equivalent governing body Legal person corporate shareholders to attend the meeting on the shareholder’s shall be represented at the meeting by b e h a l f t h e p r o x y s h o u l d p r o d u c e h i s the legal representat ive or the proxy identification documentation and the letter appointed by the legal representative. If of authorizat ion issued by the relevant the legal representative of a legal person board or governing body of the legal person corporate shareholder attends the meeting shareholders bearing the seal of the relevant the legal representative shall provide his legal person shareholders. All relevant letters or her identification documentation valid of appointment shall specify the date when it is certificate proving his or her qualification issued. as a legal representative and shareholding certificates. If appointing a proxy to attend the meeting that proxy should produce his or her identif icat ion documentation and the instrument signed by the relevant legal representative and shareholding certificates.I f a legal person corporate shareholder appoints a proxy as is authorized by the decision of its Board or other equivalent governing body to attend the meeting on the shareholder’s behalf the proxy should produce his identification documentation and the letter of authorization and shareholding certificates issued by the relevant board o r govern ing body o f the l ega l pe r son shareholders bearing the seal of the relevant legal person shareholders. All relevant letters of appointment shall specify the date when it is issued.– 133 –Original Article Amended Article Article 27: Article 26: T h e d i r e c t o r s i n d e p e n d e n t d i r e c t o r s T h e d i r e c t o r s i n d e p e n d e n t d i r e c t o r s shareholders holding more than one percent shareholders holding more than one percent of the voting shares or investor protection of the voting shares or investor protection i n s t i t u t i ons e s t ab l i shed i n acco rdance institutions established in accordance with with laws administrative regulations or laws adminis t ra t ive regula t ions or the the provis ions of the CSRC may act as provisions of the CSRC may act as soliciting soliciting parties either by themselves or by parties either by themselves or by entrusting entrusting securities companies or securities securities companies or securities service service inst i tut ions to publicly request institutions to publicly request shareholders shareholders to appoint them to attend the to appoint them to attend the Shareholders’ General Meeting on their behalf and to Meeting on their behalf and to exercise exercise shareholders’ rights such as proposal shareholders’ rights such as proposal rights and rights and voting rights on their behalf. If voting rights on their behalf. The soliciting the collector openly collects the rights of part ies shal l d isc lose the so l ic i tat ion the Company’s shareholders the collector announcement and relevant solicitation shall comply with the requirements of the documents in accordance with the law and relevant regulatory authorities and the stock regulations and the Company shall provide exchange(s) on which the Company’s shares assistance. The soliciting parties shall are listed. not publicly solicit shareholders’ rights in a paid or disguised paid manner. If the soliciting parties openly collect the rights of the Company’s shareholders the soliciting parties shall comply with the requirements of the relevant regulatory authorities and the stock exchange(s) on which the Company’s shares are listed.New Article Article 37: When voting at the election of directors and supervisors the Shareholders’ Meeting shall adopt the cumulative voting system in accordance with the Relevant Listing Rules and the Articles of Association.The cumulative voting system referred to in the preceding paragraph means that when the directors or supervisors are elected at the Shareholders’ Meeting each share held by shareholders has the same number of voting rights as the number of directors and supervisor to be elected and the voting rights owned by shareholders may be cumulatively used.– 134 –Original Article Amended Article Article 38: Article 38:............S h a r e h o l d e r s w h o a t t e n d t h e m e e t i n g S h a r e h o l d e r s w h o a t t e n d t h e m e e t i n g ( inc lud ing the i r p rox ies ) sha l l express (including their proxies) shall express one o n e o f t h e f o l l o w i n g o p i n i o n s o n t h e of the following opinions on the proposals proposals submitted for voting: for against s u b m i t t e d f o r v o t i n g : f o r a g a i n s t o r or abstention. Any abstention votes or abstention.a b s t a i n i n g f r o m v o t i n g s h a l l n o t b e counted as valid votes when the Company is counting the vot ing results of such resolution.– 135 –Original Article Amended Article Article 39: Deleted Unless otherwise provided by applicable listing rules of the listing places of the Company or other securities laws and regulations voting at a General Meeting shall be decided on a show of hands unless a poll is (before or after any vote by show of hands) demanded by the fo l lowing persons: (1) the Chairman of the meeting; (2) at least two shareholders entitled to vote in person or proxies with voting rights; (3) one or more shareholders (including p r o x i e s ) s e p a r a t e l y o r j o i n t l y r e p r e s e n t i n g n o t l e s s t h a n 10% (including 10%) of all shares carrying voting rights at the meeting.Unless otherwise provided by applicable listing rules of the listing places of the Company or other securities laws and regulations or a poll is so demanded a declaration by the chairman of the meeting that a resolution has been carried on a show of hands and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor or against such resolution at the meeting.The demand for a poll may be withdrawn by the person who makes such demand.– 136 –Original Article Amended Article New Article Article 39: The voting at the Shareholders’ Meeting shall be conducted by a registered poll.Be fore vo t ing on a re so lu t ion a t the Shareholders’ Meeting two shareholder representatives shall be elected as vote counters and scrutinizers.W h e n v o t i n g o n a r e s o l u t i o n a t t h e Shareholders’ Meeting lawyers shareholder representatives supervisor representatives and organizations or persons qualified for vote counting as stipulated in the Relevant Listing Rules shall be jointly responsible for vote counting and scrutinizing. Any shareholders or their proxies who are related to the matter to be considered shall not participate in vote counting or scrutinizing.The voting results of the resolutions at the Shareholders’ Meetings shall be recorded in the minutes of the meeting.Shareholders of the Company or their proxies who cast their votes online or by other means shall have the right to check the results of their votes by way of the pertinent voting system.Article 40: Deleted A poll demanded on such matters as the election of chairman or the adjournment of the meeting shall be taken forthwith. A poll demanded on any other matters shall be taken at such time as the chairman may decide and the meeting may proceed to discuss other matters while the results of the poll shall still be deemed to be a resolution of that meeting.– 137 –Original Article Amended Article New Article Article 40: The Company may use various means to facilitate shareholders’ participation in the Shareholders’ Meetings the use of modern information technology such as the provision of an online voting platform as a prioritized means provided that the legality and validity of the Shareholders’ Meeting is assured.T h e s a m e v o t i n g r i g h t s h a l l o n l y b e exercised by one of the vot ing means including on-site via internet or by other means (if any). In the event that the same voting right has been exercised repeatedly the results of the first voting shall prevail.Article 42: Deleted In the case of an equality of votes whether on a show of hands or on a po l l the Chairman of the meeting is entitled to have an extra casting vote.– 138 –Original Article Amended Article Article 43: Article 42: The following matters shall be passed by The following matters shall be passed by ordinary resolutions of a General Meeting: ordinary resolutions of a Shareholders’ Meeting: (1) to decide on the business policies and investment plans of the Company; (1) to elect and change directors and decide on matters concerning the remuneration (2) to elect and change directors and decide of directors; on matters concerning the remuneration of directors; (2) to elect and change the supervisors who are to be appointed from among the (3) to elect and change the supervisors who shareholders’ representatives and decide are to be appointed from among the on matters concerning the remuneration shareholders’ representatives and decide of supervisors; on matters concerning the remuneration of supervisors; (3) to consider and approve reports of the Board of Directors; (4) to consider and approve reports of the Board of Directors; (4) to consider and approve reports of the Supervisory Committee; (5) to consider and approve reports of the Supervisory Committee; (5) to consider and approve the Company’s profit distribution plans and plans for (6) to consider and approve the Company’s making up losses; annual financial budget plans and final accounting plans; (6) to pass resolutions on the engagement d i s m i s s a l o r n o n - r e n e w a l o f t h e (7) to consider and approve the Company’s engagement of accounting firms by the profit distribution plans and plans for Company; making up losses; (7) to consider and approve changes in the (8) to pass resolutions on the engagement use of raising funds; d i s m i s s a l o r n o n - r e n e w a l o f t h e engagement of accounting firms by the (8) the matters other than those required by Company; laws administrative regulations or the Articles of Association to be passed by (9) to consider and approve changes in the special resolutions. use of raising funds; (10) the matters other than those required by laws administrative regulations or the Articles of Association to be passed by special resolutions.– 139 –Original Article Amended Article Article 46: Deleted The Company may provide conveniences to shareholders to facilitate their participation in the General Meeting through various means and approaches including giving priority to online voting platform provided that the legality and validity of the General Meeting are assured.Article 47: Article 45: The Company shall announce the resolutions The Company shall announce the resolutions passed at the General Meeting in accordance passed at the Shareholders’ Meeting in w i th t he app l i cab l e l aws and r e l evan t accordance with the applicable laws and requirements of the stock exchange(s) on relevant requirements of the stock exchange(s) which the Company’s shares are listed. on which the Company’s shares are listed. The announcement shall indicate the number of shareholders and proxies that attended the meeting the total amount of their voting shares and its proportion to the total share capital carrying voting rights of the Company the attendance of the directors supervisors and the secretary of the Board of Directors of the Company and the voting method and voting results of each resolution.Article 48: Article 46: Prior to the formal announcement of voting The conclusion of on-site Shareholders’ results the Company counting officers Meeting shal l not be earl ier than the scrutinizers major shareholders internet Shareholders’ Meeting via internet or by service provider and other relevant parties in other ways.relation to voting at on-site General Meeting online or by other means shall be obliged to Prior to the formal announcement of voting keep the voting results confidential. results the Company counting officers scrutinizers major shareholders internet service provider and other relevant parties in relation to voting at on-site Shareholders’ Meeting online or by other means shall be obliged to keep the voting results confidential.– 140 –Original Article Amended Article Article 51: Article 49: In the event that the votes are counted at Shareholders’ Meeting shall have minutes the General Meeting the counting results which shall be taken by the secretary of shall be recorded in the minutes of the the Board of Directors and shall be signed meeting. by directors supervisors secretary to the Board of Directors the convener or their The minutes of the General Meetings shall representative and host (Chairman of the be recorded by the secretary to the Board of meeting) attending the meeting.Directors and signed by directors supervisors secretary to the Board of Directors the Resolutions passed at the Shareholders’ convener or their representative and host Meeting shall be produced in resolutions (Chairman of the meeting) attending the of the meeting. Minutes and resolutions of meeting. the meeting shall be produced in Chinese.The minutes and resolutions of the meeting Resolutions passed at the General Meeting toge the r w i th t he a t t endance book fo r sha l l be produced in a summary of the attending shareholders’ signing and the proxy meeting. Minutes and summaries of the forms for proxies attending the meeting valid meeting shall be produced in Chinese. The information of voting on the internet and minutes of the meeting together with the other voting methods (if any) shall be kept attendance book for shareholders’ signing at the domicile of the Company for a term not and the proxy forms for proxies attending the less than 10 years.meeting shall be kept at the domicile of the Company for a term not less than 10 years.Article 54 Deleted The resolutions of the General Meeting shall be announced in a timely manner and the announcement shall indicate the number of shareholders and proxies that attended the meeting the total amount of their voting shares and its proportion to the total share capital carrying voting rights of the Company and the voting method vot ing resul ts of each resolut ion and detailed contents of each passed resolution.– 141 –Original Article Amended Article Article 69: Article 66: For any matters not contained herein or any For any matters not contained herein or any discrepancies between these Rules and the discrepancies between these Rules and the relevant laws administrative regulations relevant laws administrative regulations other relevant normative documents listing rules normative documents listing rules rules of the listing places of the Company and of the listing places of the Company and the the provisions of the Articles of Association provisions of the Articles of Association the laws administrative regulations other the laws administrative regulations rules relevant normative documents listing rules normative documents l i s t ing ru les of of the listing places of the Company and the the listing places of the Company and the provisions of the Articles of Association shall provisions of the Articles of Association shall prevail. prevail.Article 70: Article 67: These Ru les fo rms an append ix to the These Ru les fo rms an append ix to the Company’s Articles of Association. These Company’s Articles of Association. These Rules is prepared by the Board of Directors Rules is prepared by the Board of Directors and shall become effective after being and interpreted by the Board of Directors.approved by the General Meeting by way of a special resolution. Any modification to these Rules shall be made through an amendment proposed by the Board of Directors and submitted to the General Meeting for approval by way of a special resolut ion. The Board of Directors is authorized to interpret these Rules by the General Meeting.New Article Article 68: These Rules shall come into force from 1 July 2024 upon the approval by a special resolution at the Shareholders’ Meeting of the Company.– 142 –Notes : (1) Pursuant to the newly amended Company Law of the People’s Republic of China which will come into effect on 1 July 2024 the reference to the “General Meeting” in the relevant provisions of the Rules of Procedures for Shareholders’ Meeting shall be amended to the “Shareholders’ Meeting” accordingly. Due to the large number of items involved they will not be listed one by one. The Rules of Procedures for Shareholders’ General Meeting of Aluminum Corporation of China Limited shall be amended to the Rules of Procedures for Shareholders’ Meeting of Aluminum Corporation of China Limited. (2) According to the actual situation of the Company the “President” and “Vice President”mentioned in the relevant articles of these Rules shall be amended to the “GeneralManager” and “Deputy General Manager” accordingly. Due to the large number of items involved they will not be listed one by one. (3) Due to addition and removal of articles the serial number of relevant articles and cross references of these Rules have been adjusted accordingly without separate explanation.* The Rules of Procedures for Shareholders’ Meeting and its proposed amendments were written in Chinese without formal English version. As such any English translation shall be for reference only. In the case of any discrepancies the Chinese version shall prevail .– 143 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 1: Article 1: T h e s e r u l e s a r e h e r e b y f o r m u l a t e d i n T h e s e r u l e s a r e h e r e b y f o r m u l a t e d i n accordance with relevant laws regulations accordance with relevant laws regulations a n d n o r m a t i v e d o c u m e n t s s u c h a s t h e rules and normative documents such as the Company Law of the People’s Republic of Company Law of the People’s Republic of China Securities Law of People’s Republic China Securities Law of People’s Republic of China Mandatory Provisions of Articles of China CSRC Guidelines for Articles of o f A s s o c i a t i o n o f C o m p a n i e s L i s t e d Association of Chinese Listed Companies Overseas CSRC Guidelines for Articles of Code of Corporate Governance for Listed Association of Chinese Listed Companies Companies in China the listing rules of Code of Corporate Governance for Listed shares or securities of the stock exchanges Companies in China the listing rules of where the Company’s share is listed (including shares or securities of the stock exchanges the Shanghai Stock Exchange and The Stock where the Company’s share is listed (including Exchange of Hong Kong Limited) (hereafter the Shanghai Stock Exchange The Stock as “Relevant Listing Rules”) and Articles Exchange of Hong Kong Limited and the of Association of Aluminum Corporation of New York Stock Exchange) (hereafter as China Limited (hereinafter referred to as the “Relevant Listing Rules”) and Articles of “Articles of Association”) with the purpose of Association of Aluminum Corporation of improving the corporate governance structure China Limited (hereinafter referred to as the of Aluminum Corporation of China Limited “Articles of Association”) with the purpose of (hereinafter referred to as the “Company”) improving the corporate governance structure ensuring that the Board of Directors can of Aluminum Corporation of China Limited make the effective demonstration scientific (hereinafter referred to as the “Company”) and prudent decisions and standardizing the ensuring that the Board of Directors can working procedures of the Board of Directors.make the effective demonstration scientific and prudent decisions and standardizing the working procedures of the Board of Directors.– 144 –Original Article Amended Article Article 4: Article 4: The Board of Directors shall be composed The Board of Directors shall be composed of 9 directors. The outside directors (herein of 9 directors. The outside directors (herein meaning the non-executive directors and meaning the other directors other than i n d e p e n d e n t n o n - e x e c u t i v e d i r e c t o r s ) executive directors the same hereinafter) shal l represent more than 50 percent of shall represent more than 50 percent of the the members of the Board of Directors; members of the Board of Directors; the the independent directors (herein meaning independent directors (herein meaning those those directors who are independent to the directors who do not hold positions other shareholders and do not hold office in the than directorships in the Company and do Company) shall represent one third or more not have any direct or indirect interests of the members of the Board of Directors. with the Company its major shareholders A director can be engaged as the part-time or any other relationship that may affect senior management staff of the Company; their independent and objective judgment however the number of the directors serving and who are recognized as independent as the part-time senior management staff shall directors by the stock exchange where the not exceed one half of the Company’s total Company is listed the same hereinafter) number of directors. shall be at least 3 and represent one third or more of the members of the Board of Directors and at least one accounting professional shall be included. A director can be engaged as the par t - t ime senior management staff of the Company; however the number of the directors serving as the part- t ime senior management staff shall not exceed one half of the Company’s total number of directors.Article 5: Article 5: The Board of Directors shall include one The Board of Directors shall include one chairman and one vice chairman (if needed) chairman and one vice chairman (if needed) who shall be elected and dismissed by more who shall be elected and removed by more than half of all the directors. The Chairman than half of all the directors. The Chairman of the Board and the Vice Chairman of the of the Board and the Vice Chairman of the Board (if any) shall serve terms of three years Board (if any) shall serve terms of three years and may serve consecutive terms if reelected. and may serve consecutive terms if reelected.– 145 –Original Article Amended Article Article 10: Article 10: D i r e c t o r s s h a l l p o s s e s s t h e f o l l o w i n g D i r e c t o r s s h a l l p o s s e s s t h e f o l l o w i n g qualifications: qualifications: (1) bachelor degree or above; (1) bachelor degree or above; (2) re la t ive ly h igh profess ional level (2) relatively high professional level relatively relatively comprehensive and abundant comprehensive and abundant operational operational experience and business experience and business management management capabilities; capabilities or working experience in law economics accounting finance and ?? management etc.; ?? – 146 –Original Article Amended Article Article 11: Article 11: None of the following persons may serve as a None of the following persons may serve as a director of the Company: director of the Company: (1) persons without capacity or with limited (1) persons without capacity or with limited capacity for civil acts; capacity for civil acts; (2) persons who were sentenced to criminal (2) persons who were sentenced to criminal punishment for the crime of corruption punishment for the crime of corruption bribery misappropriation of property or bribery misappropriation of property or diversion of property or for disrupting diversion of property or for disrupting t h e o r d e r o f t h e s o c i a l i s t m a r k e t t h e o r d e r o f t h e s o c i a l i s t m a r k e t economy where not more than five economy where not more than five years have elapsed since the expiration years have elapsed since the expiration of the period of punishment; or persons of the period of punishment; or persons who were deprived of their political who were deprived of their political rights for committing a crime where rights for committing a crime where not more than five years have elapsed not more than five years have elapsed since the expiration of the period of since the expiration of the period of deprivation; deprivation; or persons who were given a suspended sentence where not more (3) persons who served as directors or than two years have elapsed since the factory directors or managers who bear expiration of the period of probation; personal liability for the bankruptcy l i qu ida t ion o f t he i r compan ie s o r (3) persons who served as directors or en t e r p r i s e s wh e re n o t mo re t h an factory directors or general managers three years have e lapsed s ince the who bear personal l iabi l i ty for the date of completion of the bankruptcy b a n k r u p t c y l i q u i d a t i o n o f t h e i r liquidation; companies or enterprises where not more than three years have elapsed since (4) p e r s o n s w h o s e r v e d a s t h e l e g a l the date of completion of the bankruptcy representatives of companies or enterprises liquidation; that had their business licenses revoked for breaking the law where such representatives (4) p e r s o n s w h o s e r v e d a s t h e l e g a l bear individual liability therefor and not representatives of companies or enterprises more than three years have elapsed since the that had their business licenses revoked date of revocation of the business license; fo r b r eak ing t he l aw whe re such representatives bear individual liability therefor and not more than three years have elapsed since the date of revocation of the business license or being ordered to close; – 147 –Original Article Amended Article (5) persons with comparatively large debts (5) persons with comparatively large debts that have fallen due but have not been that have fallen due but have not been settled; settled and were listed as dishonest persons subject to enforcement by the (6) persons whose cases have been placed people’s court; on the docket and are being investigated by the judicial authorities for being (6) A person who has been given penalties suspected of a crime for violation of the of prohibi t ion against enter ing the criminal law and such cases are still s ecu r i t i e s ma r ke t f r om the Ch ina pending; Securities Regulatory Commission (the “CSRC”) and the term of such penalties (7) national civil servants and the public has not expired; institutions’ staff that are subject to the similar management of the (7) persons who are publicly identified national civil servants; by stock exchanges as not appropriate for serving as directors of l i s ted (8) persons who may not serve as leaders companies and the term of which has of enterprises by virtue of laws or not yet expired; administrative regulations and rules; (8) any circumstance under which a person (9) persons ruled by a competent authority may not hold the position of director to have violated securities-related specified in the laws administrative regulations where such violation regulations Relevant Listing Rules as involved fraudulent or dishonest acts well as these Articles of Association.and not more than five years have elapsed since the date of the ruling; (10) A person who has been given penalties of prohibi t ion against enter ing the s ecu r i t i e s ma rke t f r om t he Ch ina Securities Regulatory Commission (the “CSRC”) and the term of such penalties has not expired; (11) any circumstance under which a person may not hold the position of director specified in the laws administrative regulations Relevant Listing Rules as well as these Articles of Association.– 148 –Original Article Amended Article Article 12: Article 12: Directors shall fulfill the duty of loyalty Directors shall fulfill the duty of loyalty to the Company and comply with the laws to the Company and comply with the laws administrative regulations and rules as well as administrative regulations and rules as well as these Articles of Association of the Company these Articles of Association of the Company and shall faithfully perform their duties based and shall faithfully perform their duties based on and maintain the interests of the Company. on and maintain the interests of the Company.Directors shall not damage the interests of the Directors shall not damage the interests of the Company for the sake of the interests of the Company for the sake of the interests of the actual controller shareholders and employees actual controller shareholders and employees of the listed companies themselves or other of the listed companies themselves or other third parties. Where their own interests are third parties. Where their own interests are in contradiction with the interests of the in contradiction with the interests of the shareholders then their action principle shall shareholders then their action principle shall be the maximum benefit of the Company and be the maximum benefit of the Company and the shareholders. Directors shall: the shareholders. Directors shall: (1) exercise powers within the scope of (1) exercise powers within the scope of their functions and powers and not to their functions and powers and not to exceed such powers; exceed such powers; (2) not conclude a contract or enter into (2) not conclude a contract or enter into a transaction or arrangement with the a transaction or arrangement with the Company except as otherwise provided Company directly or indirectly except in these Art icles of Associat ion or as otherwise provided in these Articles w i th t h e i n fo rme d c onse n t o f t he of Association or with the informed Shareholders’ General Meeting; consent of the Shareholders’ Meeting; (3) not take advantage of insider information The prov i s ions o f the preced ing to seek personal gains or the interests for paragraph shall apply to the entering other individuals; of contracts or transactions with the Company by close family members (4) not operate on their own or operate for of the Board of Directors enterprises others the same category of business directly or indirectly controlled by as the Company they are serving or to the directors or their close family engage in activities which damage the members and associates who have interests of the Company; other affiliations with the directors. (3) not take advantage of insider information to seek personal gains or the interests for other individuals; – 149 –Original Article Amended Article (5) not use his or her functions and powers (4) not operate on their own or operate for as a means to accept bribes or other others the same category of business forms of i l legal income and not to as the Company they are serving or illegally appropriate Company property to engage in activities which damage in any way including but not limited to the interests of the Company before any opportunities that are advantageous reporting to the Board of Directors to the Company; or the Shareholders’ Meeting and passing the resolution at the Board (6) not divert Company funds; meeting or the Shareholders’ Meeting in accordance with the provisions of (7) not take advantage of their functions the Articles of Association; a n d p o w e r s t o s e e k c o m m e r c i a l opportunities for themselves or other (5) not use his or her functions and powers individuals which should belong to the as a means to accept bribes or other Company; forms of i l legal income and not to illegally appropriate Company property (8) not accept commissions in connection in any way including but not limited to with Company transactions without the any opportunities that are advantageous informed consent of the Shareholders’ to the Company; General Meeting; (6) not divert Company funds; (9) not deposit Company funds in their own personal accounts or in the personal (7) not take advantage of their functions accounts of other individuals; a n d p o w e r s t o s e e k c o m m e r c i a l opportunities for themselves or other (10) not lend Company funds to others and individuals which should belong to not use Company property as security the Company except for any of the for the debts of Company’s shareholders following circumstances: or other individuals without the consent of the Shareholders’ General Meeting i. after reporting to the Board of or the Board of Directors; Directors or the Shareholders’ M e e t i n g a n d p a s s i n g t h e resolution at the Board meeting or the Shareholders’ Meeting in accordance with the provisions of the Articles of Association; ii. where the Company cannot take such business opportunity in accordance with the provisions of laws administrative regulations or the Articles of Association; – 150 –Original Article Amended Article (11) (without the informed consent of the (8) not accept commissions in connection Shareholders’ General Meeting not with Company transactions; d i sc lose con f iden t i a l i n fo rma t ion w h i c h i s m a t e r i a l o r s h a r e - p r i c e (9) not deposit Company funds in their own sensitive relating to the Company that personal accounts or in the personal was acquired by him or her during accounts of other individuals; his or her tenure; and not use such information except in the furtherance of (10) not lend Company funds to others and the interests of the Company; however not use Company property as security such information may be disclosed to for the debts of Company’s shareholders a court or other competent government or other individuals without the consent authorities if: of the Shareholders’ Meeting or the Board of Directors; i. provided for by law; (11) (without the informed consent of the ii. required in the public interest; Shareholders’ Meeting not disclose conf iden t ia l in fo rmat ion which i s iii. required in the personal legitimate material or share-price sensitive relating interest of such director. to the Company that was acquired by him or her during his or her tenure; (12) fulfill other obligations imposed by and not use such information except in laws administrative regulations and the furtherance of the interests of the ru les as wel l as these Ar t ic les of Company; however such information Association. may be disclosed to a court or other competent government authorities if: i. provided for by law; ii. required in the public interest; iii. required in the personal legitimate interest of such director. (12) fulfill other obligations imposed by laws administrative regulations and ru les as wel l as these Ar t ic les of Association.– 151 –Original Article Amended Article Article 16: Article 16: ???? If a director fails to personally attend a If a director fails to personally attend a meeting of the Board of Directors and to meeting of the Board of Directors and to appoint another director to attend the meetings appoint another director to attend the meetings on his or her behalf on two consecutive on his or her behalf on two consecutive occasions he or she shall be deemed unable occasions he or she shall be deemed unable to perform his or her duties and the Board of to perform his or her duties and the Board Directors shall propose to the Shareholders’ of Directors shall within 30 days from the General Meeting that he or she be replaced. date of occurrence of such fact propose to convene a Shareholders’ Meeting to remove ?? such director from his or her office.?? – 152 –Original Article Amended Article Article 18: Article 18: If the resignation of a director causes the W h e n a d i r e c t o r r e s i g n s h i s o r h e r number of occupied seats on the Board of resignation shall be effective upon his or Directors to fall below the statutory minimum her written resignation being received by his or her written resignation shall enter into the Company. However the director shall effect only upon the new director taking up continue to perform his or her duties under the vacancy left by his or her resignation. the following circumstances: The Board of Directors shall convene an extraordinary Shareholders’ General Meeting (1) If the resignation of a director causes as soon as possible to elect a director to fill the number of occupied seats on the the vacancy left by the resignation of the Board of Directors to fall below the director. Until the Shareholders’ General statutory minimum such director shall Meeting has passed a resolution on electing a continue to perform his or her duties.director the powers of the resigning director The Board of Directors shall convene and the remaining directors shall be subject to an extraordinary Shareholders’ Meeting reasonable restrictions. as soon as possible to elect a director to fill the vacancy left by the resignation If the resignation of an independent director of the director. Until the Shareholders’ causes the number of independent directors or Meeting has passed a resolution on the number of occupied seats on the Board of electing a director the powers of the Directors to fall below the statutory minimum resigning director and the remaining or the minimum required by the Articles of directors shall be subject to reasonable Association the incumbent director shall restrictions.continue to perform his or her duties as an independent director in accordance with laws (2) If the resignation of an independent administrative regulations and these Articles d i r e c t o r c a u s e s t h e n u m b e r o f of Association until the incoming director independent directors or the number of assumes his or her position. The Board of occupied seats on the Board of Directors Directors shall convene a Shareholders’ to fall below the statutory minimum or General Meet ing within two months to the minimum required by the Articles of re-elect the independent directors; if the Board Association such independent director of Directors fails to convene a shareholders’ who tendered his resignation shall general meeting the independent directors continue to perform his or her duties as may not perform their duties. an independent director in accordance with laws administrative regulations Except in the circumstance specified in and these Ar t i c l e s o f Assoc ia t ion the preceding paragraphs a director’s until the re-elected director assumes resignation shall be effective upon his h i s o r he r pos i t ion . The Board o f written resignation being served on the Directors shall convene a Shareholders’ Board of Directors. Meeting within two months to re-elect t h e i n d e p e n d e n t d i r e c t o r s ; i f t h e Board of Directors fails to convene a shareholders’ meeting the independent directors may not perform their duties.– 153 –Original Article Amended Article Article 23: Article 23: If a resolution of the Board of Directors is in If a resolution of the Board of Directors is in violation of laws administrative regulations violation of laws administrative regulations or these Articles of Association thereby or these Articles of Association thereby causing the Company to sustain a loss the causing a loss to the Company the directors directors who took part in the resolution who took part in the resolution shall be liable shall be liable to the Company for damages. to the Company for damages. However However if a director is proved to have if a director is proved to have expressed expressed his opposition to and voted against his opposition to and voted against such such resolution when it was put to the vote resolution when it was put to the vote and and such opposition is recorded in the minutes such opposition is recorded in the minutes of of the meeting such director may be released the meeting such director may be released from such liability. from such liability.Article 25: Article 25: ???? The outside directors shall have sufficient The directors shall have sufficient t ime time and the necessary knowledge and ability and the necessary knowledge and ability to to perform their duties. The Company must perform their duties. The Company must provide necessary information to outside provide necessary working conditions and directors for performing their duties. Among information to directors for performing them the independent directors may directly their duties. Among them the independent report to the Shareholders’ General Meeting d i r e c t o r s m a y d i r e c t l y r e p o r t t o t h e the CSRC and other relevant departments. Shareholders’ Meeting the CSRC and other relevant departments.– 154 –Original Article Amended Article Article 26: Deleted The candidates for directors shall not only comply with the relevant provisions of the Company Law the Articles of Association and these Rules but also meet the following requirements: (1) h a v i n g n o t b e e n s u b j e c t t o a n y administrat ive penalty by China Securities Regulatory Commission during the most recent three years; (2) having not been subject to the decry in public or more than two times of notice of criticism by the stock exchange during the most recent three years; (3) having not been determined to be banned from entering the securities m a r k e t b y t h e C h i n a S e c u r i t i e s Regulatory Commission which has not been lifted; (4) having not been during the period that i s publ ic ly ident i f ied as not suitable to serve as directors of listed companies by the stock exchange.The cut-off date for the above periods shall be the date of the Shareholders’ General Meeting at which the relevant resolutions f o r t h e n o m i n a t i o n o f d i r e c t o r s a r e considered.– 155 –Original Article Amended Article New Article Article 26: If a candidate for director is involved in any of the following circumstances the Company shall disclose the specific circumstances of the candidate the reasons for appointing the candidate and whether it will affect the standardized operations of the Company: (1) he/she has been subject to administrative penalty by the CSRC within the past 36 months; (2) he/she has been publicly censured or criticized thrice or above by the stock exchange within the past 36 months; (3) he/she is under investigation by a judicial authority on suspicion of any crime or by the CSRC on suspicion of any violation of laws and regulations and no final conclusive opinion has been formed; (4) he/she has bad records such as major breach of trust.The last day of the above period shall be the date on which the Shareholders’ Meeting of the Company considered the resolution for the appointment of candidates for directors.– 156 –Original Article Amended Article Article 27: Article 27: The following procedures shall be followed The following procedures shall be followed for selecting the non-independent directors: for selecting the non-independent directors: (1) The consen t o f the nominee sha l l (1) The consen t o f the nominee sha l l be ob ta ined be fo re the nomina to r be ob ta ined be fo re the nomina to r nominates him or her for the position nominates him or her for the position o f n o n - i n d e p e n d e n t d i r e c t o r ; t h e o f n o n - i n d e p e n d e n t d i r e c t o r ; t h e nominator(s) shall be fully aware of nominator(s) shall be fully aware of the basic information of the nominee the basic information of the nominee including but not limited to his or her i n c l u d i n g b u t n o t l i m i t e d t o h i s occupation educational background or her educat iona l background title career details listed companies w o r k e x p e r i e n c e a n d p a r t - t i m e once served all of his or her concurrent jobs; whether he or she has any posi t ions e tc . and shal l be l iable connected relationship with any of the to provide such written materials to Company’s Directors Supervisors the Shareholders’ General Meeting. s e n i o r m a n a g e m e n t d e f a c t o The candidate shall make a written controllers or Shareholders holding commitment to the Company agree to more than 5%of the Company’s accept the nomination promise that shares; and whether he or she has the publ ic ly disclosed informat ion any types of situations which make about candidates is true and complete him or her inappropriate to serve as a and guarantee that they will earnestly Director of the Company; and details perform their duties if being selected. of the Company’s shares held by him or her. The Company shall disclose (2) The candidates for directors shall the foregoing information of the answer the shareholders’ questions at candidate for director in detail.the Shareholders’ General Meeting discussing the election and appointment matters comprehensively disclose whether themselves and their close relatives are involved in or conflicted with the interests of the Company make commitment to fulfill their dutiesand submit “Directors’ Declarationand Undertaking” or other similar documents to the Stock Exchange after they are appointed.– 157 –Original Article Amended Article (3) If the candidate for the non-independent (2) If the candidate for the non-independent director is nominated before the board director is nominated before the board meet ing i s convened i f o therwise meet ing i s convened i f o therwise provided in accordance with provisions provided in accordance with provisions in the applicable laws and regulations in the applicable laws and regulations and /o r t he L i s t i ng Ru le s o r o the r and /o r t he L i s t i ng Ru le s o r o the r secur i t ies laws and adminis t ra t ive secur i t ies laws and adminis t ra t ive regulations the written materials of the regulations the written materials of the nominee described in item (1) of this nominee described in item (1) of this Article shall be announced together with Article shall be announced together with the resolution of the Board of Directors the resolution of the Board of Directors in accordance with such provisions. in accordance with such provisions. (4) If a shareholder or the Supervisory (3) If a shareholder or the Supervisory Committee who is consistent with Committee who is consistent with t h e c o n d i t i o n s s t i p u l a t e d i n t h e t h e c o n d i t i o n s s t i p u l a t e d i n t h e Articles of Association put(s) forth Articles of Association put(s) forth an extempore motion for the election an extempore motion for the election of a non-independent director to the of a non-independent director to the S h a r e h o l d e r s ’ G e n e r a l M e e t i n g Shareholders’ Meeting the writ ten the written notice of the intention to notice of the intention to nominate nominate a candidate for the position a c a n d i d a t e f o r t h e p o s i t i o n o f of non-independent director and of n o n - i n d e p e n d e n t d i r e c t o r a n d o f the nominee ind ica t ing h i s o r he r the nominee ind ica t ing h i s o r he r willingness to accept the nomination as willingness to accept the nomination as well as relevant written materials on the well as relevant written materials on the nominee as mentioned in above in item nominee as mentioned in above in item (1) of this Article shall be delivered to (1) of this Article shall be delivered to the Company at least 15 working days the Company within a reasonable time before the date of the Shareholders’ before the date of the Shareholders’ General Meeting. Meeting to enable the Company to deliver or provide the relevant notice and information to shareholders at least 10 trading days before the date of the Shareholders’ Meeting. (4) The candidates for directors shall answer the shareholders’ questions at the Shareholders’ Meeting discussing the election and appointment matters. (5) I f a non- independent d irector i s elected at the Shareholders’ Meeting o f the Company the cumulat ive voting system shall be adopted and the votes of the minority shareholders sha l l be separate ly counted and disclosed.– 158 –Original Article Amended Article (6) After being elected by the Shareholders’ Meeting of the Company a candidate for director shall within one month after the election sign the Statement and Undertaking of Directors which shall be witnessed by a lawyer and filed with the stock exchange and the Board of Directors of the Company. Directors shall warrant that the matters declared in the Statement and Undertaking of Directors are true accurate and complete and that there are no false information misleading statements or material omissions.Article 29: Article 29: The Company’s Board of Directors shall have The Company’s Board of Directors shall the independent directors. The members of the have the independent directors. The members Company’s Board of Directors shall include of the Company’s Board of Directors shall one third or more independent directors of be at least 3 and include one third or more which one shall be served by the person independent d i rec tors of the Board of with experience in accounting or financial Directors and at least one accounting management as required by the Listing Rules. professional shall be included.– 159 –Original Article Amended Article Article 30: Article 30: A person holding the position of independent A person holding the position of independent non-executive director shall satisfy the basic non-executive director shall satisfy the basic conditions set forth below: conditions set forth below: (1) h a v i n g t h e q u a l i f i c a t i o n s t o h o l d (1) h a v i n g t h e q u a l i f i c a t i o n s t o h o l d the position of director of the listed the position of director of the listed Company in accordance with laws and Company in accordance with laws and administrative regulations and rules; administrative regulations and rules; (2) having the independence required by (2) having the independence required by relevant laws administrative regulations securities regulatory authorities and and the Listing Rules; stock exchange and the Listing Rules; (3) having a basic knowledge of the operation (3) having a basic knowledge of the operation of listed companies and being familiar of listed companies and being familiar with relevant laws administrative rules with relevant laws administrative rules regulations and rules (including but regulations normative documents and not limited to applicable accounting listing rules etc.; standards); (4) having at least five years of experience (4) having at least five years of experience in law economics accounting finance in law economics accounting finance m a n a g e m e n t n o n - f e r r o u s m e t a l s m a n a g e m e n t n o n - f e r r o u s m e t a l s indus t ry or o ther work exper ience indus t ry or o ther work exper ience required for performing the dut ies required for performing the dut ies and responsibilities of an independent and responsibilities of an independent director; director; (5) other conditions stipulated in these (5) excelling in virtue having no bad Articles of Association. records such as major breach of trust; (6) other conditions stipulated under laws administrative rules regulations n o r m a t i v e d o c u m e n t s a n d t h e s e Articles of Association.– 160 –Original Article Amended Article Article 31: Article 31: The independent director must have the The independent director must maintain his/ independence provided in the applicable her independence. The following persons may laws administrative regulations and rules not serve as independent directors: regulations or the Articles of Association and/ or the relevant Listing Rules the following ......pe r sons may no t s e rve a s i ndependen t directors: (4) persons who hold pos i t ions in the control l ing shareholder de facto...... controller of the Company and their subs id iar ies and their immediate (4) persons who hold positions in the de family members; facto controller of the Company and its subsidiaries; (5) p e r s o n s w h o p r o v i d e f i n a n c i a l l ega l consul tancy sponsor ing o r (5) persons who provide financial legal other such services to the Company consul tancy or other such services and its controlling shareholders de to the Company and i ts controll ing facto controller or their respective s h a r e h o l d e r s o r t h e i r r e s p e c t i v e subsidiaries including but not limited subsidiaries including all members of to all members of the project team the project team reviewers at all levels reviewers at all levels persons who sign persons who sign the report partners the report partners directors senior and main responsible persons of the management staff and main responsible intermediary institutions that provide p e r s o n s e t c . o f t h e i n t e r m e d i a r y services; institutions that provide services; (6) a person who serves as a d i rector (6) a person who has material business supervisor or senior management officer dealings with the Company and its in an entity that has material business controlling shareholder de facto controller dealings with the Company and i ts or their respective subsidiaries or a controlling shareholders or their respective person who holds a position in the entity subsidiaries or a person who serves as a which has material business dealings director supervisor or senior management and the controlling shareholder(s) de officer in the controlling shareholders of facto controller of such entity; such entity; (7) persons who at any time during the (7) persons who at any time during the immediately preceding period of 12 immediately preceding period of one months have fallen into any of the year have fallen into any of the six items no. (1) to (6) listed above; categories listed above; – 161 –Original Article Amended Article (8) other persons that the authorities (8) other persons that the laws administrative in charge of securities and the stock regulations rules normative documents exchanges specify are not independent and listing rules and the Articles of or may not serve as an independent Association specify are not independent.non-executive director; T h e s u b s i d i a r i e s o f t h e c o n t r o l l i n g (9) other personnel st ipulated in the shareholders and de facto controller of the Articles of Association. Company mentioned in items no. (4) to (6) in the preceding paragraph do not include enterprises under common control of the same state-owned asset supervision authority and do not constitute connected relationship with the Company according to the relevant provisions.New Article Article 32: Independent directors of the Company shall conduct self-evaluation on independence on annual basis and submit the self-evaluation findings to the Board of Directors. The Board of Directors shall conduct assessment on the independence o f independent directors of current session on annual basis and issue specific opinions for disclosure together with the annual report.– 162 –Original Article Amended Article Article 32: Article 33: The nomination election and replacement of The nomination election and replacement of independent directors shall be carried out in independent directors shall be carried out in accordance with the laws and norms: accordance with the laws and norms: (1) The candidates for the Company’s (1) The candidates for the Company’s i n d e p e n d e n t d i r e c t o r s h a l l b e i n d e p e n d e n t d i r e c t o r s h a l l b e nominated by the Company’s Board of nominated by the Company’s Board of Directors Supervisory Committee and Directors Supervisory Committee and shareholders who alone or together hold shareholders who alone or together hold at least 1 percent of the outstanding at least 1 percent of the outstanding s h a r e s o f t h e C o m p a n y a n d s h a l l shares of the Company and shall be be decided through elect ion by the elected by the Shareholders’ Meeting.Shareholders’ General Meeting; The nominator shall not nominate a p e r s o n w i t h w h o m h e / s h e h a s an in teres t or any o ther c lo se ly related person whose independent performance of duties is l ikely to b e i m p a i r e d a s a c a n d i d a t e f o r independent director. An investor protection agency established by law may publicly request the shareholders to entrust it to exercise their rights to nominate the independent directors on their behalf; – 163 –Original Article Amended Article (2) The consen t o f the nominee sha l l (2) The consen t o f the nominee sha l l be ob ta ined be fo re the nomina to r be ob ta ined be fo re the nomina to r n o m i n a t e s h i m o r h e r f o r t h e nominates him or her for the position of position of independent director; the independent director; the nominator(s) nominator(s) shall be fully aware of shall be fully aware of such details of the basic information of the nominee’s the nominee as his or her occupation occupation including but not limited to educational background professional educational background professional title and detailed work experience title and detailed work experience as all the part-time position whether well as all the part-time position and he or she has a major breach of trust shall be liable to provide the written and other records of bad behaviors documents about the above-mentioned etc. and comment on meeting the i n f o r m a t i o n t o t h e S h a r e h o l d e r s ’ independence and other conditions Genera l Mee t ing . The cand ida tes for being an independent director.shall make a written commitment to The nominee(s) shall make a public the Company that they agree to accept statement on their fulfilment of the the nomination and promise that the independence and other conditions publicly disclosed information about for being an independent director.candidates is true and complete and The candidates shall make a written to guarantee that they will earnestly commitment to the Company that they perform their duties if being selected; agree to accept the nomination and promise that the publicly disclosed (3) The nominator(s) shall express his/ information about candidates is true its/their opinions on the nominee’s accurate and complete and to guarantee qualifications for holding the position that they will earnestly perform their of independent director and his or her duties if being selected; independence; if otherwise provided in accordance with the applicable (3) If the candidate for the independent Listing Rules or other securities laws director is nominated before the board and regulations the nominee shall meet ing i s convened i f o therwise make a public statement to the effect provided in accordance with provisions that no relationship exists between in the applicable laws and regulations himself or herself and the Company and /o r t he L i s t i ng Ru le s o r o the r that could affect his or her making securities laws and regulations the independent and objective judgments; w r i t t e n m a t e r i a l s o f t h e n o m i n e e described in item (2) of this Article (4) If the candidate for the independent shall be announced together with the director is nominated before the board resolution of the Board of Directors in meet ing i s convened i f o therwise accordance with such provisions; provided in accordance with provisions in the applicable laws and regulations and /o r t he L i s t i ng Ru le s o r o the r securities laws and regulations the w r i t t e n m a t e r i a l s o f t h e n o m i n e e described in item (1) and (2) of this Article shall be announced together with the resolution of the Board of Directors in accordance with such provisions; – 164 –Original Article Amended Article (5) If a shareholder alone or shareholders (4) If a shareholder alone or shareholders together holding at least 3 percent of together holding at least 1 percent of the voting rights in the Company or the the outstanding shares of the Company Supervisory Committee put(s) forth an or the Supervisory Committee put(s) extempore motion for the election of an for th an extempore mot ion for the independent director the written notice election of an independent director of the intention to nominate a candidate the written notice of the intention to for the position of independent director nominate a candidate for the position of and of the nominee indicating his or her independent director and of the nominee willingness to accept the nomination indicating his or her willingness to as well as relevant written materials accept the nomination as well as relevant on the nominee as mentioned in above written materials on the nominee as in i tem (1) and (2) of th is Art ic le ment ioned in above in i tem (2) of shall be delivered to the Company to this Article shall be delivered to the enable it having enough time to deliver Company within a reasonable period the relevant notice and materials to before the date of the Shareholders’ shareholders in at least 14 days before Meeting so as to enable the Company the date of the Shareholders’ General to send or provide the relevant notice Meeting; and materials to the shareholders not less than 10 trading days before the date of the Shareholders’ Meeting; (5) Prior to the holding of a Shareholders’ Mee t ing a t wh ich an independen t director is to be elected if otherwise p r o v i d e d i n a c c o r d a n c e w i t h t h e app l i cab le L i s t i ng Ru le s o r o the r securities laws and regulations the Company shall submit the relevant materials on all the nominees to the stock exchange where the Company is listed. If the Board of Directors of the Company has objections concerning the relevant details of a nominee the Company shall addit ionally submit the written opinion of the Board of Directors. The nominees against whom the stock exchange has objections s h a l l n o t b e p r o p o s e d t o t h e Shareholders’ Meeting for election; – 165 –Original Article Amended Article (6) Prior to the holding of a Shareholders’ (6) T h e c u m u l a t i v e v o t i n g s y s t e m G e n e r a l M e e t i n g a t w h i c h a n shal l be adopted for the e lect ion independent director is to be elected o f i n d e p e n d e n t d i r e c t o r s a t t h e if otherwise provided in accordance Shareholders’ Meeting and the votes with the applicable Listing Rules or casted by the minority shareholders other securities laws and regulations s h a l l b e c o u n t e d a n d d i s c l o s e d the Company shal l s imul taneously separately. Where conditions allow submit the relevant materials on all the Company may elect independent the nominees to the Sta te Counci l d i r e c t o r s t h r o u g h c o m p e t i t i v e authorities in charge of securities the election; State Council authorities in charge of securities where the Company is located (7) After a candidate for independent and/or the agency of the CSRC and the direc tor has been e lec ted a t the stock exchange on which Company S h a r e h o l d e r s ’ M e e t i n g o f t h e sha re s a r e l i s t ed . I f t he Boa rd o f C o m p a n y h e o r s h e s h a l l s i g n Directors of the Company has objections t h e L e t t e r o n D e c l a r a t i o n a n d concerning the relevant details of a Undertaking of Directors within one nominee the Company shall additionally month which shall be witnessed by submit the written opinion of the Board a lawyer and fi led with the stock of Directors. The nominees against exchange and the Board of Directors whom the CSRC has objections may of the Company. The independent not serve as candidates for independent directors shall ensure that the matters non-executive director. At the time the declared in the Letter on Declaration Shareholders’ General Meeting to elect and Undertaking of Directors are an independent non-executive director true accurate and complete and is held the Board of Directors of the that there are no false statement Company shall elaborate on whether the misleading representation contained CSRC had any objections against the t h e r e i n o r m a t e r i a l o m i s s i o n candidates for the post of independent therefrom.non-executive director; (7) The term of office of the independent directors is the same as that of other directors. At the expiration of their terms independent directors may continue to serve as such if reelected but they may not serve more than six years in succession; – 166 –Original Article Amended Article (8) I f an independent d irec tor fa i l s on two consecut ive occas ions to personally attend a meeting of the Board of Directors or the number of their non-attendance at board meetings in person accounted for more than one-third of the number of board meetings during the said year the Board of Directors shall r e q u e s t t h a t t h e S h a r e h o l d e r s ’ General Meeting replace him or her.An independent director may not be removed without cause before the expiration of his or her term unless any of the circumstance mentioned in the preceding paragraph or a circumstance under which a person may not hold the position of director specified in the laws administrative regulations and rules as well as these Articles of Association arises. If an independent director i s removed before the expiration of his or her term the Company shall disclose his or her removal as a matter for special disclosure. If the removed i n d e p e n d e n t d i r e c t o r i s o f t h e opinion that the Company’s grounds for removing him or her are not justified he or she may make a public statement to that effect; – 167 –Original Article Amended Article (9) Directors may tender their resignations before the expiration of their term of office. To resign a director shall submit a written resignation to the Board of Directors. The independent director shall provide information on any circumstances related to his or her resignation or any circumstances to which he or she believes the attention of the Company and its creditors must be drawn. If the resignation of a director causes the number of occupied seats on the Board of Directors to fall below the statutory minimum his or her written resignation shall enter into effect only upon the new director taking up the vacancy left by his or her resignation.– 168 –Original Article Amended Article Article 34: Deleted In addition to the functions and powers granted to directors under the Company L a w o t h e r t h e l a w s a d m i n i s t r a t i v e regulations and rules as well as these Art ic l e s o f Assoc ia t ion independent directors shall have the following special functions and powers: (1) the material connected transactions (as determined based on the criteria issued by the stock exchange or the competent regulator from time to time) shall be reviewed by the Board of Directors or the Shareholders’ General Meeting in accordance with laws regulations and/or the relevant Listing Rules; it shall be submitted to the Board of Directors for discussion after being approved by more than 50 percent of the independent directors in accordance with such provisions. A resolution by the Board of Directors on a connected transaction shall enter into effect only once the independent non-executive directors have signed the same. Before rendering their judgment independent non-executive directors may engage an intermediary organization to issue an independent financial consultant report for use as a basis for rendering their judgment; (2) p r o p o s i n g t h e e n g a g e m e n t o r dismissal of an accounting firm to the Board of Directors; (3) proposing to the Board of Directors t h e c a l l i n g o f a n e x t r a o r d i n a r y Shareholders’ General Meeting; – 169 –Original Article Amended Article (4) proposing the calling of meetings of the Board of Directors; (5) independently engaging intermediaries to express profess ional opin ions when necessary at the expense of the Company; (6) o p e n l y s o l i c i t i n g s h a r e h o l d e r s ’ voting rights before the holding of a Shareholders’ General Meeting; (7) directly reporting to the Shareholders’ General Meeting the China Securities Regulatory Commission and other relevant departments.An independent director shall obtain the consent of at least half of the independent directors before exercising the aforementioned functions and powers in items (2) (3) (4) (6) and (7) and shall obtain the consent of all independent directors before exercising the aforementioned functions and powers in item (5). The independent directors independently engage external auditors and advisory bodies to conduct audits and consultations on specific matters of the Company which shall be at the expense of the Company.New Article Article 34: The term of off ice of the independent directors is the same as that of other directors. At the expiration of their terms independent directors may continue to serve as such if reelected but the maximum term of office shall not exceed six years in succession.– 170 –Original Article Amended Article Article 35: Deleted In addi t ion to performing the dut ies and responsibil i t ies mentioned above independent directors shall express their independent opinions to the Board of Directors or the Shareholders’ General Meeting on the following matters: (1) t h e n o m i n a t i o n o r r e m o v a l o f directors; (2) the engagement or dismissal of senior management staff; (3) the remuneration of the Company’s directors and senior management staff; (4) engagement or dismissal of accounting firms; (5) making changes to accounting policies accounting estimates or corrections o f s ign i f i cant account ing errors for reasons other than changes in accounting standards; (6) the accounting f irm issuing non- standard unqualified audit opinions on the financial accounting reports and internal controls of the Company; (7) e v a l u a t i o n r e p o r t s o n i n t e r n a l controls; (8) the proposal for change of commitment by the relevant parties; (9) t h e i m p a c t o f t h e i s s u a n c e o f preference shares on the rights and interests of various shareholders of the Company; – 171 –Original Article Amended Article (10) the formulation of profit distribution policy profit distribution plan and cash dividend plan and the failure o f the Board of Directors o f the Compa ny to m ake a c ash p ro f i t distribution proposal; (11) significant capital transactions between the Company and its shareholders or its related enterprises and significant m a t t e r s s u c h a s r e l a t e d p a r t y transactions provision of guarantees (excluding guarantees provided for subsidiaries within the scope of the consolidated financial statements) entrustment of wealth management provision of financial assistance use of proceeds investment in shares and derivatives of shares etc. that need to be disclosed; (12) major asset reorganisation plans management buyouts share incentive schemes employee share ownership schemes share buy-back schemes and capital offsets by related parties of listed companies; (13) the Company intending to decide that its shares will no longer be traded on the stock exchange(s); (14) any existing or new loans or other financial dealings with the Company b y i t s s h a r e h o l d e r s d e f a c t o controller and its related enterprises in an aggregate amount of more than RMB3 million or more than 5% of the Company’s latest audited net asset value and whether the Company has taken effective measures to recover the outstanding amounts; – 172 –Original Article Amended Article (15) matters which in the opinion of the independent directors may prejudice the legitimate interests of the minority shareholders; (16) other matters required by the laws and regulations the CSRC the relevant regulations of the stock exchange(s) or the Articles of Association.Concerning the aforementioned matters independent non-executive directors shall express one of the following opinions: consenting opinions; qualified opinions and the reasons therefor; opposing opinions and the reasons therefor; disclaimer of opinion and the reasons therefor and an explanation of the impediments.– 173 –Original Article Amended Article New Article Article 35: Before the expiry of the term of office of an independent director the Company may terminate his/her office in accordance with the statutory procedures. In the event of early dismissal the Company shall disclose the specific reasons and grounds therefor in a timely manner. If the independent director has any objections the Company shall disclose them in a timely manner.Where an independent director fails to comply with the provisions of item (1) or (2) under Article 30 of these Rules he/she shall immediately cease to perform his/ her duties and resign from his/her position as an independent director. If he/she does not resign the Board of Directors shall immediately remove him/her from office in accordance with the provisions after it knows or should have known of the occurrence of such fact.Where an independent director resigns or is relieved of his/her duties as a result of circumstances being in breach of the provisions of the preceding paragraph resulting in the proportion of independent directors in the Board of Directors of the Company or its special committees being lower than the relevant rules or the Articles of Association or where there is a lack of accounting professionals among the independent directors the Company shall complete the election for replacement w i t h i n 60 d a y s f r o m t h e d a t e o f t h e occurrence of the foregoing facts.– 174 –Original Article Amended Article New Article Article 36: Independent directors may resign before expiry of their term of office. Independent directors shall submit to the Board of Directors a written resignation stating any situation relating to their resignation or that they consider as necessary to draw to the attention of the shareholders and creditors of the Company. The Company shall disclose the reasons and matters of concern for the res ignat ion of the independent directors.If the proportion of independent directors in the Board of Directors of the Company or its special committees falls below the relevant rules or the Articles of Association due to the resignation of the independent directors or if there is a lack of accounting profess ionals among the independent directors the independent director who intends to resign shall continue to perform his/her duties until the date when a new independent director is appointed. The Company shall complete the election for replacement of independent directors within 60 days from the date of his/her resignation.– 175 –Original Article Amended Article New Article Article 38: In addition to the functions and powers g r a n t e d t o d i r e c t o r s u n d e r l a w s administrative regulations and Relevant Listing Rules as well as the Articles of Association independent directors shall have the following special functions and powers: (1) independently engaging intermediaries to audit consult on or verify specific matters of the Company the costs of which shall be borne by the Company; (2) proposing to the Board of Directors t h e c a l l i n g o f a n e x t r a o r d i n a r y Shareholders’ Meeting; (3) proposing the calling of meetings of the Board of Directors; (4) express ing independent opinions on matters that may prejudice the interests of the Company or minority shareholders; (5) openly sol ic i t ing voting rights in accordance with laws; (6) other powers and functions as stipulated by laws administrative regulations CSRC regulations Relevant Listing Rules and the Articles of Association.An independent director shall obtain the consent of the majority of all independent directors before exercising the functions and powers listed in items (1) to (3) of the preceding paragraph.The Company shall disclose in a timely manner when an independent director exercises the functions and powers listed in item (1). If the said powers cannot be exercised normally the Company shall disclose the details and reasons therefor.– 176 –Original Article Amended Article New Article Article 39: The following matters shall be approved by the majority of all independent directors of the Company before being submitted to the Board of Directors for consideration: (1) related party transactions that should be disclosed; (2) plans for the Company and related part ies to change or waive the ir commitments; (3) decisions made and measures taken by the Board of Directors in respect of the acquisition of the Company when the Company is acquired; (4) o t h e r m a t t e r s a s s t i p u l a t e d b y laws administrative regulations regulations by the CSRC Relevant List ing Rules and the Articles of Association.– 177 –Original Article Amended Article Article 36: Article 40: In order to ensure that the independent In order to ensure that the independent directors effectively exercise their powers directors effectively exercise their powers the Company shall provide the necessary the Company shall provide the necessary conditions for the independent directors: conditions for the independent directors: (1) The Company shall ensure that the (1) The Company shall ensure that the independent directors enjoy the same independent directors enjoy the same right to know as other directors. As right to know as other directors. In for any matters to be decided by the order to ensure the independent Company’s Board of Directors the directors can exercise their powers Company must notify the independent the Company shall regularly report directors in advance according to the t h e o p e r a t i o n o f t h e C o m p a n y statutory time and provide sufficient a n d p r o v i d e i n f o r m a t i o n t o t h e i n f o r m a t i o n ; i f t h e i n d e p e n d e n t independent directors and organize directors believe that the information on-site inspections for the independent is insufficient they may request for directors or assist them to carry out supplementation; on-site inspections; (2) T h e C o m p a n y s h a l l p r o v i d e t h e (2) The Company shall provide the working working conditions necessary for the condit ions and personnel support independent directors to perform their necessary for the independent directors duties. The Secretary to the Company’s to perform their duties and designate Board o f D i r ec to r s sha l l a c t i ve ly the Securities Affairs Managementprovide assistance for the independent Department (the “Securities Affairsdirectors to perform their duties such M a n a g e m e n t D e p a r t m e n t ” ) t h e as briefing and providing materials. Secretary of the Board of Directors I n c a s e t h e i n d e p e n d e n t a d v i c e s and other specialized departments proposals and wri t ten ins t ruct ions a n d p e r s o n n e l t o a s s i s t t h e made by the independent directors shall independent directors in performing be announced the Secretary to the their duties. The Secretary of the Company’s Board of Directors shall Board o f D irec tors sha l l ensure promptly handle with the announcement the smooth information exchanges matter; between independent directors and other directors senior executives (3) When the independent directors exercise and other relevant personnel and their powers the Company’s related ensure that independent directors personnel shall actively cooperate with have access to adequate resources and them and shall not refuse obstruct necessary professional opinions when o r c o n c e a l o r i n t e r f e r e w i t h t h e performing their duties; independent exercise of powers; – 178 –Original Article Amended Article (4) The costs incurred by employing the (3) The Company shall issue a notice intermediaries and exercising other regarding meetings of the Board of powers shall be borne by the Company; Directors to independent directors in a timely manner provide them with (5) In case the independent directors must the relevant meeting materials no express their views about the connected later than the notice period regarding t r a n s a c t i o n s t o b e r e v i e w e d a n d meetings of the Board of Directors approved by the Shareholders’ General as required by laws administrative Meeting the Company shall employ an regulations CSRC regulations or independent financial adviser to issue the Articles of Association as well as the opinions of independent financial to provide effective communication adviser as the basis for the opinions of channels for independent directors.the independent directors in accordance For meetings convened by special with relevant Listing Rules; committees of the Board of Directors t h e C o m p a n y s h a l l p r o v i d e t h e (6) The Company shall give appropriate relevant materials and information in allowance to the independent directors. advance in accordance with the time T h e a l l o w a n c e s t a n d a r d s h a l l b e stipulated in the working rules of decided by the Company’s Board of special committees; Directors adopted by the Shareholders’ General Meeting through deliberation (4) When the independent directors exercise a n d d i s c l o s e d i n t h e C o m p a n y ’ s their powers the Company’s other annual report. In addition to the above directors senior management staff allowances the independent directors and other r e la ted personne l sha l l shall not obtain other additional and actively cooperate with them and shall undisclosed interests from the Company not refuse obstruct or conceal relevant and its major shareholders or interested information or in terfere wi th the agencies and persons. independent exercise of powers; (5) T h e c o s t s i n c u r r e d b y e m p l o y i n g the profess ional inst i tut ions and exercising other powers shall be borne by the Company; – 179 –Original Article Amended Article (6) In case the independent directors must express their views about the connected t r a n s a c t i o n s t o b e r e v i e w e d a n d approved by the Shareholders’ Meeting in accordance wi th the re l evant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited(the “Listing Rules of the Hong KongStock Exchange”) the Company shall employ an independent financial adviser to issue the opinions of independent financial adviser as the basis for the opinions of the independent directors in accordance with Relevant Listing Rules; (7) The Company shall give appropriate allowance commensurate with their duties to the independent directors.The allowance standard shall be decided by the Company’s Board of Directors adopted by the Shareholders’ Meeting through del iberat ion and disclosed in the Company’s annual report. In addition to the above allowances the independent directors shall not obtain other interests from the Company and its major shareholders de facto controller or interested agencies and persons.– 180 –Original Article Amended Article New Article Article 41: T h e C o m p a n y s h a l l h o l d r e g u l a r o r i r r e g u l a r m e e t i n g s a t t e n d e d b y a l li n d e p e n d e n t d i r e c t o r s ( t h e “ S p e c i a lMeeting(s) of Independent Directors”).Matters listed in items 1 to 3 of paragraph 1 of Article 38 and Article 39 of these Rules shall be considered at a Special Meeting of Independent Directors. The Special Meetings of Independent Directors may also study and discuss other matters of the Company as needed. The Company shall provide convenience and support for the convening of the Special Meetings of Independent Directors.The Special Meet ings of Independent Directors shall be convened and presided over by an independent director elected by more than half of the independent directors. Where the convener does not perform or fails to perform his/her duties two or more independent directors may convene and elect one representative to preside over the meeting.– 181 –Original Article Amended Article Article 37: Article 42: The Board of Directors shall be accountable The Board of Directors shall be accountable to the Shareholders’ General Meeting and to the Shareholders’ Meeting and exercise the exercise the following functions and powers: following functions and powers: (1) to convene Shareholders’ General (1) to convene Shareholders’ Meetings Meetings and to report on its work to a n d t o r e p o r t o n i t s w o r k t o t h e the Shareholders’ General Meeting; Shareholders’ Meeting; (2) to implement the resolutions of the (2) to implement the resolutions of the Shareholders’ General Meeting; Shareholders’ Meeting; (3) to decide on the business plans and (3) to decide on the business plans and investment plans of the Company; investment plans of the Company; (4) to formulate the annual financial budgets (4) to formulate the annua l f inanc ia l and final accounts of the Company; budge t s and f ina l accoun ts o f the Company; ???? (9) t o m a k e d e c i s i o n o n t h e s e c u r i t y no t sub jec t to the approva l o f the (9) t o m a k e d e c i s i o n o n t h e s e c u r i t y S h a r e h o l d e r s ’ G e n e r a l M e e t i n g no t sub jec t to the approva l o f the i n a c c o r d a n c e w i t h t h e l a w s t h e Shareholders’ Meeting in accordance administrative regulations and rules as w i th t he l aws t he admin i s t r a t i ve well as these articles of association; regulations and rules as well as these articles of association; (10) t o d e c i d e o n s u c h m a t t e r s a s t h e (10) t o d e c i d e o n s u c h m a t t e r s a s t h e Company’s investments in third parties Company’s investments in third parties purchase and sa le o f asse t s a sse t purchase and sa le o f asse t s a sse t mortgages entrustment of financial mortgages entrustment of financial services connected transactions external services connected transactions external donation etc. to the extent authorized donation to the extent authorized by the by the Shareholders’ General Meeting; Shareholders’ Meeting; – 182 –Original Article Amended Article (11) to review and approve the Company’s (11) to review and approve the Company’s a n n u a l s o c i a l r e s p o n s i b i l i t y a n d a n n u a l s o c i a l r e s p o n s i b i l i t y a n d environmental social and governance environmental social and governance repor t (Environmenta l Socia l and repor t (Environmenta l Socia l and Governance Report under the Rules Governance Report under the Listing Governing the Listing of Securities on R u l e s o f t h e H o n g K o n g S t o c k The Stock Exchange of Hong Kong Exchange hereinafter referred to as Limited hereinaf ter referred to as the “ESG Report”); to decide on the the “ESG Report”); to decide on the Company’s major environmental social Company’s major environmental social and governance matters within the scope and governance matters within the scope of authorization of the Shareholders’ of authorization of the Shareholders’ Meeting; General Meeting; (12) to promote the rule of law construction (12) to dec ide on the es tab l i shment o f and compliance management of the the Company’s internal management Company cons ider and approve organization; the annual work report on the rule of law construction and compliance (13) to engage or dismiss the Company’s management of the Company review Pres ident Secre tary to the Board; the Company’s compliance system t o engage o r d i smis s Sen io r V ice construction plan and study and Pres idents Vice Pres idents Chief decide on major matters of compliance Accountant General Counsel of the management; Company as proposed by the President; to decide on the remunerat ion and (13) t o dec ide on the es tab l i shment o f rewards and punishments of senior the Company’s internal management m a n a g e m e n t a n d t o i m p l e m e n t organization; contractual management in accordance with the labour contract; (14) to engage or dismiss the Company’s General Manager Secretary to the (14) to decide on the establishment of the Board; to engage or dismiss Senior Company’s branches’ organization; Deputy General Manager Deputy General Manager Chief Accountant (15) to formula te amendments to these General Counsel of the Company as Articles of Association; proposed by the General Manager; to decide on the remuneration and rewards (16) to formulate the basic management and punishments of senior management systems of the Company; and to implement contractual management in accordance with the labour contract; (15) to decide on the establishment of the Company’s branches’ organization; – 183 –Original Article Amended Article (17) to formulate equity incentive plans (16) to formula te amendments to these employee stock ownership plans or Articles of Association; other share-based compensation (such as allotment or share options) granted to (17) to formulate the basic management employees; systems of the Company; (18) to make decision on the Company’s (18) to formulate equity incentive plans other major affairs and administrative employee stock ownership plans or affairs and other important agreements other share-based compensation (such s i g n e d e x c e p t f o r t h e m a t t e r s t o as allotment or share options) granted to be considered at the Shareholders’ employees; General Meeting in accordance with the provisions of the Company Law and (19) to make decision on the Company’s these Articles of Association; other major affairs and administrative affairs and other important agreements (19) to make decision on the matters in s i g n e d e x c e p t f o r t h e m a t t e r s t o relation to buyback of shares of the be considered at the Shareholders’ Company under the circumstances set General Meeting in accordance with the forth in items (5) and (6) of the Article provisions of the Company Law and 30; these Articles of Association; (20) other functions and powers provided (20) to make decision on the matters in for in these Articles of Association or relation to buyback of shares of the granted by the Shareholders’ General Company under the circumstances set Meeting. forth in items (5) and (6) of the Article 30; Resolutions by the Board of Directors on the matters referred to in the preceding paragraph (21) t o d e c i d e t o i s s u e s h a r e s n o t shall unless otherwise provided in laws or exceeding 50 percent of the issued these Articles of Association be passed by shares of the Company within three the affirmative vote of more than one half years with the authorization of the of all of the directors with the exception Shareholders’ Meeting. However of resolutions on the matters referred to in the capital contribution in the form items (7) (8) (9) (15) (17) and (19) which o f n on - mon et ary p rop er t y sha l l shall require the affirmative vote of at least be resolved by the Shareholders’ two-thirds of all of the directors for adoption. Meeting; (22) other functions and powers provided for in these Articles of Association or granted by the Shareholders’ Meeting.– 184 –Original Article Amended Article If a director has a connected relationship Resolutions by the Board of Directors on the with an enterprise involved in a matter on matters referred to in the preceding paragraph which a resolution is to be made at a meeting shall be passed by the affirmative vote of a of the Board of Directors he or she may not majority vote of all of the directors with exercise his or her right to vote regarding the exception of resolutions on the matters such resolution nor may he or she exercise re fe r red to in i t ems (7) (8) (9) (16) the voting right of another director as such (18) (20) and (21) which shall require the director’s proxy thereon. Such a Board affirmative vote of at least two-thirds of all of meeting may be held only if more than one the directors for adoption.half of the directors without a connected relationship are present and the resolutions If a director has a connected relationship made at such a Board meeting shall require with an enterprise or individual involved in adop t ion by more than one ha l f o f the a matter on which a resolution is to be made directors without a connected relationship. As at a meeting of the Board of Directors such for the aforementioned matters which require director shall promptly report in writing the affirmative votes of more than two-thirds to the Board of Directors . A director of the directors shall be voted for and passed who has a connected relationship may not by more than two-thirds of the directors exercise his or her right to vote regarding without a connected relat ionship. If the such resolution nor may he or she exercise Board meeting is attended by less than three the voting right of another director as such directors without a connected relationship the director’s proxy thereon. Such a Board matter shall be submitted to the Shareholders’ meeting may be held only if more than one General Meeting for consideration. half of the directors without a connected relationship are present and the resolutions ?? made at such a Board meeting shall require adop t ion by more than one ha l f o f the directors without a connected relationship. As for the aforementioned matters which require the affirmative votes of more than two-thirds of the directors shall be voted for and passed by more than two-thirds of the directors without a connected relat ionship. If the Board meeting is attended by less than three directors without a connected relationship the matter shall be submitted to the Shareholders’ Meeting for consideration.?? – 185 –Original Article Amended Article Article 40: Deleted The Company’s Board of Directors shall review and approve the following transactions: (1) the investment (including venture capital) or the acquisition valued at less than 25 percent of the Company’s audited total assets (or total market value) as at the most recent period; (2) any testing carried out in accordance with the relevant assets ratio revenue ratio profitability ratio consideration ratio and equity ratio; the sold project whose any testing ratio is less than 25%; (3) any testing carried out in accordance with the assets ratio revenue ratio consideration ratio and equity ratio stipulated in the Listing Rules; the connected transactions whose any ratio is less than 5%; (4) the sum of the expected value of the fixed assets proposed to be disposed and the value obtained from the fixed assets that have been disposed four months in advance shall not exceed 33% of the value of fixed assets shown in the audited balance sheet as at the most recent period.In case certain transaction is one of the above item (1) to item (4) resulting in the purchase and/or sale by the Company within one year of material assets valued at more than 25 percent of the Company’s audited total assets as at the most recent period such transaction shall be submitted to the Shareholders’ General Meeting for deliberation and approval.– 186 –Original Article Amended Article New Article Article 45: Pursuant to Relevant Listing Rules of the place where the Company’s shares are listed as amended from time to time transactions connected transactions and other transactions recognized by the stock exchange that do not meet the criteria for approval at the Shareholders’ Meeting shall be considered and approved by the Board of Directors of the Company (except for transactions authorized by the Board of Directors to the Company’s management for decision-making purposes in accordance with Article 47 of these Rules).– 187 –Original Article Amended Article Article 42: Article 47: The Company’s Board of Directors authorizes The Company’s Board of Directors authorizes the Company’s management to decide the the Company’s management to decide the following transactions and matters: following transactions and matters: (1) t h e C o m p a n y ’ s w h o l l y o w n e d o r (1) t h e C o m p a n y ’ s w h o l l y o w n e d o r holding construction projects with the holding construction projects with the construction investment of less than construction investment of less than RMB1.5 billion Yuan; RMB1.5 billion; (2) the abandon and leasing of the assets (2) the abandon and leasing of the assets of of the Company and the subsidiaries the Company and the subsidiaries with with the net book value of less than the net book value of less than RMB1 R M B1 b i l l i o n Y u a n ; t h e t r a n s f e r billion; the transfer and replacement and replacement of the assets of the of the assets of the Company and the Company and the subsidiaries with the subsidiaries with the transaction amount transaction amount of less than RMB1 of less than RMB1 billion; billion Yuan; (3) calculated in accordance with the equity (3) calculated in accordance with the equity ratio the M & A and joint venture with ratio the M & A and joint venture with the currency capital contribution of less the currency capital contribution of less than RMB500 million or the total assets than RMB500 million Yuan or the total and currency contribution of less than assets and currency contribution of less RMB1 billion (including the currency than RMB1 billion Yuan (including the contribution of no more than RMB500 currency contribution of no more than million); RMB500 million Yuan); (4) impairment of assets resulting in a loss (4) the investment in finance securities of less than 10% of the Company’s and its derivatives with the investment latest audited net profit attributable to amount of less than RMB100 million the Company; Yuan; (5) the investment in finance securities (5) any testing carried out in accordance and its derivatives with the investment with the relevant assets ratio revenue amount of less than RMB100 million; ratio consideration ratio and equity ratio in terms of trading volume; (6) related party transactions that do not the connected transaction whose any meet the disclosure standards under testing ratio is less than 0.1%. Relevant Listing Rules; (7) other transactions or events authorized by the Board of Directors.– 188 –Original Article Amended Article Article 43: Article 48: The Board of Directors shall formulate and The Board of Directors shall formulate and review the Company’s corporate governance review the Company’s corporate governance pol ic ies and prac t ices rev iew whether policies and practices review whether thethe Company complies with the App. 14 Company complies with the “Corporate“Corporate Governance Code” in the “Stock Governance Code” in the Listing Rules ofExchange Listing Rules” and the disclosure the Hong Kong Stock Exchange and the in the corporate governance report and make disclosure in the corporate governance report recommendations. and make recommendations.Article 47: Article 52: The Company’s Board of Directors shall establish The Company’s Board of Directors shall establish the Audit Committee Nomination Committee the Audit Committee Nomination Committee Remuneration Committee Development and Remuneration Committee Development and Planning Committee Occupational Health & Planning Committee ESG Committee and other Safety and Environment Committee and other committees to be responsible for the Board of committees to be responsible for the Board of Directors as required. The special committees Directors as required. The special committees will make study on the professional matters and will make study on the professional matters and give comments and suggestions for the Board give comments and suggestions for the Board of of Directors to make decisions. The main Directors to make decisions. responsibilities and discussion procedures of each special committee are set out the“Working Rules of Special Committeesunder the Board of Directors of AluminumCorporation of China Limited”.Article 48: Article 53: The Nomination Committee and Remuneration Independent directors shall occupy the Commit t ee a re composed o f d i rec to r s majority of the Nomination Committee and o f wh ich t he ma jo r i t y i s i ndependen t Remuneration Committee and serve as the directors. See the main responsibilities and convener.discussion procedures of the Nomination Committee and Remuneration Committeein the “Working Rules of the NominationCommittee” and “Working Rules of theRemuneration Committee”.– 189 –Original Article Amended Article Article 49: Article 54: The Audit Committee is composed entirely The Audit Committee is composed entirely of independent directors of which there of independent directors of which at least is at least one personnel with accounting one personne l sha l l be an account ing o r f i n a n c i a l m a n a g e m e n t e x p e r i e n c e professional and the convener shall be an required in the Listing Rules. See the main accounting professional.responsibilities and discussion proceduresof the Audit Committee in the “WorkingRules of the Audit Committee”.Article 50: Article 55: The Development and Planning Committee Deve lopment and P lann ing Commi t t ee is responsible for the deliberation of the is responsible for the deliberation of the Company’s s t rategic development plan Company’s s t rategic development plan making advices on the major investment making advices on the major investment ac t iv i t i e s and superv i s ing p romot ing ac t iv i t i e s and superv i s ing p romot ing and moni to r ing the implemen ta t ion o f and monitoring the implementation of the the development strategies. See the main development strategies.responsibilities and discussion procedures o f t h e D e v e l o p m e n t a n d P l a n n i n gCommittee in the “Working Rules of theDevelopment and Planning Committee”.Article 51: Article 56: T h e O c c u p a t i o n a l H e a l t h & S a f e t y The ESG Committee i s responsible for a n d E n v i r o n m e n t C o m m i t t e e i s analyzing and providing recommendations responsible for supervising the effective on the major ESG matters of the Company implementation of the Company’s health and reviewing the annual ESG reports & safe ty and envi ronmenta l p ro tec t ion of the Company supervising the effective plans raising questions about the major implementation of the Company’s health & incidents inspecting and supervising the safety and environmental protection plans handling of major incidents. See the main raising questions about the major incidents responsibilities and discussion procedures inspecting and supervising the handling of of the Occupational Health & Safety and major incidents.Environment Committee in the “WorkingRules of the Occupational Health & Safetyand Environment Committee”.– 190 –Original Article Amended Article Article 54: Article 59: The Board of Directors has a Board Office T h e S e c u r i t i e s A f f a i r s M a n a g e m e n t to be responsible for dealing with the daily Department is the daily administrative affairs of the Board and keeping the seal of body of the Board of Directors to be the Board of Directors. responsible for dealing with the daily affairs of the Board and keeping the seal of the Board of Directors.Article 55: Article 60: The meetings of the Board of Directors The meetings of the Board of Directors are divided into the regular meeting and are divided into the regular meeting and extraordinary meeting. extraordinary meeting. At least four regular meetings of the Board of Directors shall be Meetings of the Board of Directors shall be held each year including annual meeting held at least four times a year and shall be semi-annual meeting and quarterly meeting convened by the Chairman of the Board. of the Board of Directors which are For convening the meetings of the Board of convened by the Chairman of the Board.Directors the Board Office shall give the written notice attached with the seal of the The Chairman of the Board shall convene Board Office to all directors supervisors an extraordinary meeting of the Board of senior management staff and Secretary to the Directors within 10 working days after Board of Directors directly via fax email and receiving the proposal if: other methods 14 days in advance. In case the written notice is not served directly it shall (1) i t i s p r o p o s e d b y s h a r e h o l d e r s be confirmed via telephone and be recorded representing at least 10 percent of the appropriately. voting rights; (2) it is proposed by at least one-third of the directors; (3) it is proposed by at least one-half of the independent directors; (4) it is proposed by the Supervisory Committee; (5) the Chairman of the Board deems it necessary; (6) i t i s p r o p o s e d b y t h e G e n e r a l Manager; – 191 –Original Article Amended Article (7) securities affairs regulatory authorities require the convening; or (8) other circumstances as stipulated under the Articles of Association.T h e S e c u r i t i e s A f f a i r s M a n a g e m e n t Department shall serve a written notice t o a l l d i r e c t o r s s u p e r v i s o r s s e n i o r management staff and Secretary to the Board of Directors by hand fax email or o ther methods 14 days before the regular meeting and 5 days before the extraordinary meeting of the Board of Directors.In case of particularly urgent situation that the extraordinary meeting of the Board of Directors shall be convened as soon as possible the notice may be made via telephone or orally and the notice period for the meeting may not be subject to the time limitations stipulated in the preceding paragraph but the convener shall make explanations at the meeting.– 192 –Original Article Amended Article Article 57: Deleted I n t h e c a s e o f o n e o f t h e f o l l o w i n g c i r c u m s t a n c e s t h e C h a i r m a n o f t h e Board shall convene and preside over the extraordinary meeting within 10 working days after the Chairman of the Board personally receives the proposal or the requirements of the securities regulatory authorities; the extraordinary meeting is not limited to the aforementioned meeting notice period in Article 55 if: (1) i t i s p r o p o s e d b y s h a r e h o l d e r s representing at least 10 percent of the voting rights; (2) it is proposed by at least one-third of the directors; (3) it is proposed by at least one-half of the independent directors; (4) it is proposed by the Supervisory Committee; (5) the Chairman of the Board believes that it is necessary; (6) it is proposed by the President of the Company; (7) it is required to be convened by the securit ies regulatory department under the State Council; (8) other circumstances stipulated in the Articles of Association.In case of particularly urgent situation that the ex traord inary Shareho lder ’ General Meeting shall be convened as soon as possible the notice may be made via telephone or orally but the convener shall make statements at the meeting.– 193 –Original Article Amended Article Article 58: Article 62: To convene the extraordinary meeting of the Where an extraordinary meeting of the board in accordance with the provisions in the Board of Directors is jointly proposed by preceding article a written proposal signed the shareholders Supervisory Committee (attached seal) by the relevant shareholder(s) General Manager or directors (including shall be submitted to the Chairman of the independent directors) a written proposal Board through the Board Office or directly. s igned ( a t t ached sea l ) by the r e l evan t shareholder(s) shall be submitted to the ?? C h a i r m a n o f t h e B o a r d t h r o u g h t h e Securities Affairs Management Department or directly. The written proposal shall contain the following items: ?? – 194 –Original Article Amended Article Article 59: Article 63: The meeting of the Board of Directors in The meeting of the Board of Directors principle shall be held at the Company’s in principle shal l be held in the form domicile. of on-s i t e meet ings genera l ly a t the Company’s domicile. When the directors have sufficient information to vote and are able to fully and clearly express their own opinions meetings may also be convened b y f o r m s o f c o m m u n i c a t i o n s u c h a s video conference and teleconference or a combination of onsite meeting and other forms of communication. All directors participating in a meeting by forms of communication shall be deemed to have attended the meeting in person.If a director participating in a meeting b y f o r m s o f c o m m u n i c a t i o n s u c h a s te leconference or v ideo conference is unable to s ign the reso lut ions o f the meet ing immediate ly a t the meet ing he/she may vote orally and shall complete the written signature as soon as possible after the meeting. The verbal vote by a director shall have the same effect as the written signature provided that there is no discrepancy between the opinions expressed by such director in completing the written signature and the opinions orally expressed by him or her during the meeting.– 195 –Original Article Amended Article The Board of Directors may accept a written resolution in lieu of convening the meeting of the Board of Directors and when the method is adopted the notice of the meeting the materials of the resolution and other relevant documents shall be delivered to each director by hand post fax or email. The directors shall deliver the written voting opinions to the Securities Affairs Management Department or the Secretary to the Board of Directors by the aforesaid methods within the time limit specified in the notice. If the number of directors who sign and vote for the matters reached the quorum required by laws regulations and the Articles of Association such resolutions shall become the resolutions of the Board of Directors without convening the meeting of the Board of Director. However matters on which voting by written summons is not appropriate under Relevant Listing Rules of the place where the Company’s stock is listed shall not be dealt with in this manner.– 196 –Original Article Amended Article Article 60: Article 64: The notice for the meeting of the Board The notice for the meeting of the Board of Directors shall be written in Chinese of Directors shall be written in Chinese if necessary the English version can be if necessary the English version can be attached including at least the following attached including at least the following information: information: (1) the date and place of meeting; (1) the date and place of meeting; (2) the manner to convene the meeting; (2) the manner to convene the meeting; (3) the matters (proposals) proposed to be (3) the matters (proposals) proposed to be reviewed; reviewed; ???? The oral notice for meeting shall at least The oral notice for meeting shall at least inc lude the above i t em (1) and (2) a s include the above item (1) (2) and (3) as well as the description for convening the well as the description for convening the extraordinary meeting in case of the urgent extraordinary meeting of the Board of situation. Directors in case of the urgent situation.???? Article 61: Article 65: ???? After the written notice for the extraordinary After the written notice for the extraordinary meeting of the Board of Directors is issued meeting of the Board of Directors is issued if the time and place to convene the meeting if the time and place to convene the meeting shall be changed or the meeting proposal shall be changed or the meeting proposal shall be added changed and cancelled the shall be added changed and cancelled the recognition of all the participating directors recognition of all the participating directors shall be obtained and the record shall be made shall be obtained and the record shall be made accordingly. accordingly.– 197 –Original Article Amended Article Article 62: Article 66: The directors shall fill in the receipt or the The directors shall fill in the receipt or the letter of authorization after the receipt of letter of authorization after the receipt of the the notice and fax the receipt or the letter notice and deliver the receipt or the letter of authorization to the Office of the Board of authorization to the Securities Affairs two days before the meeting of the Board of Management Department or office of the Directors; the original receipt or the letter Secretary to the Board of Directors two of authorization shall be served before the days before the meeting of the Board of meeting. Directors.Article 64: Deleted Any regular or extraordinary meeting of the Board of Directors may be held by way of telephone conference or similar communication equipment so long as all directors participating in the meeting can clearly hear and communicate with each other. All such directors shall be deemed to be present in person at the meeting.– 198 –Original Article Amended Article Article 65: Article 68: The Board’s Office shall be responsible for The Securities Affairs Management Department preparing the materials about the meeting shall be responsible for preparing the materials of the Board of Directors and must send the about the meeting of the Board of Directors and meeting materials to all directors via fax shall send the meeting materials to all directors via mail email or by hand 14 days before the fax mail email or by hand at least 7 days before regular meeting of the Board of Directors or the regular meeting of the Board of Directors or 10 days before the extraordinary meeting of at least 3 days before the extraordinary meeting the Board of Directors for review. In case of the Board of Directors for review. In case of of special circumstances that the meeting special circumstances that the meeting materials materials can not be provided timely it shall can not be provided timely it shall be explained in be explained in advance. advance.If the directors believe that the materials If the directors believe that the materials can can not meet the requirements they may not meet the requirements they may request request supplementary materials. Where 25 supplementary materials. Where 25 percent percent of the directors or more than two of the directors or two and more independent outside directors believe that the materials directors believe that the materials are not are not sufficient or the argumentation is not sufficient or the argumentation is not clear clear they may jointly propose to delay the they may propose in writing to delay the convening of the meeting or delay some of convening of the meeting or delay some of the issues under deliberation and the Board of the issues under deliberation and the Board of Directors may adopt their proposal. Directors may adopt their proposal.???? Article 67: Article 70: The meetings of the Board of Directors The meetings of the Board of Directors shall be convened and presided over by the shall be convened and presided over by the Chairman of the Board. Where the Chairman Chairman of the Board. Where the Chairman of the Board cannot attend such a meeting for of the Board cannot attend such a meeting for any reason the meeting shall be convened any reason the meeting shall be convened and presided over by the (a) vice Chairman and presided over by the (a) vice Chairman of the Board. If there is no Vice Chairman of of the Board. If there is no Vice Chairman of the Board or the Vice Chairman of the Board the Board or the Vice Chairman of the Board is unable or fails to perform these duties a is unable or fails to perform these duties a director elected by at least one half of the director elected by at least the majority of directors shall convene and presided over the the directors shall convene and presided over meetings of the Board of Directors. the meetings of the Board of Directors.– 199 –Original Article Amended Article Article 68: Article 71: Meetings of the Board of Directors may be Meetings of the Board of Directors may be held only if more than half of the directors held only if the majority of the directors (including any alternate director appointed (including any alternate director appointed pursuant to the Company’s Ar t ic les o f pursuant to the Company’s Ar t ic les o f Association) attend. If the number of occupied Association) attend. If the number of occupied seats on the Board of Directors falls below the seats on the Board of Directors falls below the statutory minimum because relevant directors statutory minimum because relevant directors are refused or lazy to attend the meeting the are refused or lazy to attend the meeting the Chairman of the Board and the secretary to Chairman of the Board and the secretary to the Board of Directors may timely report to the Board of Directors may timely report to the regulatory authorities. the regulatory authorities.???? Article 70: Article 73: Votes at a meeting of the Board of Directors Votes at a meeting of the Board of Directors shall be taken by a show of hands or voice shall be taken by a show of hands or voice vote; if there are more than two directors vote (except where a written resolution is proposing to adopt the ballot votes for special proposed in lieu of convening a meeting); if resolution shall be taken by a ballot. there are more than two directors proposing to adopt the ballot votes for special resolution shall be taken by a ballot.– 200 –Original Article Amended Article Article 71: Deleted The meetings of the Board of Directors shall be convened on site as soon as possible.When necessary under the premise of guaranteeing that the directors may fully express their views the meeting may be convened by video telephone fax or email with the consent of the convener (the chairman of the meeting) and the relevant shareholder(s) who propose(s) the meeting.The meetings of the board of director may also be convened on site and by means of other methods.If the meeting of Board of Directors is convened off-site the number of directors who have at tended the meet ing shal l be calculated according to the number of directors displayed in the video the number of directors who express their views in a conference call the number of valid votes in terms of fax or email actually received within the stipulated period or the written confirmation submitted by the directors afterwards.The Board of Directors may agree to accept a written motion instead of convening the meeting of the Board of Directors.The draft of the motion shall be served in person by mail telegram and fax to each director. In case that the Board of Directors has distributed the motion to all directors the number of directors who sign on the motion reaches the quorum required by law and the motion has been submitted to the Secretary of the Board by the abovementioned ways the resolution shall become the resolution adopted by the Board of Directors without convening the meeting of the Board of Directors.– 201 –Original Article Amended Article Article 75: Article 77: As for the proposals required to be recognized As for the proposals required to be recognized by the independent director in advance in by the independent d i rector in advance accordance with the provisions the chairman in accordance wi th the p rov is ions the of the meeting shall specify an independent chairman of the meeting shall explain to director to read out the written recognition the participating directors or specify an reached by the independent directors before independent director to read out the written discussing relevant proposals. recognit ion reached by the independent directors before discussing relevant proposals.Article 79: Article 81: I f the meet ing of Board of Directors is I f the meet ing of Board of Directors is convened on site the chairman of the meeting convened on site via teleconference or in shall announce the statistical results on the combination of teleconference and on-site spot; if the meeting of Board of Directors the chairman of the meeting shall announce is convened by means of other methods the the voting results on the spot; if a written chairman of the meeting shall request the resolution is proposed in lieu of convening secretary to the Board of Directors to notify a meet ing of Board of Directors the the directors about the voting results before secretary to the Board of Directors shall the next working day after the end of the notify all directors of the voting results on prescribed time limit for voting. the relevant resolutions before the next working day after the end of the prescribed ?? time limit for voting.?? Article 85: Article 87: ???? In addition to the minutes the secretary to In addition to the minutes the secretary to the Board of Directors also may arrange the the Board of Directors also shall arrange the officers from the Board Office to make a officers to prepare a separate resolution of clear and concise minutes of the meeting and the meeting according to the statistical voting prepare a separate resolution record according results.to the statistical voting results.The minutes and resolutions of meetings The records and minutes of meetings shall shall be written in Chinese and may be written be written in Chinese and may be written in in English if necessary.English if necessary.– 202 –Original Article Amended Article Article 86: Article 88: The directors (the directors who attend the The directors (the directors who attend the meeting in person or on behalf of other meeting in person or on behalf of other directors) attended the meeting the secretary directors) attended the meeting the secretary to the Board of Directors and the person who to the Board of Directors and the person makes record shall sign on the minute. In who makes record shall sign on the minute case any director has different opinions on and resolution of the meeting. In case any the meeting minute or the resolution record director has different opinions on the minute he or she may make a written explanation at or resolution of the meeting he or she may the time of signing on it. When necessary make a written explanation at the time of the director may report to the regulatory signing on it. When necessary the director authorities or make a public statement. may report to the regulatory authorities or make a public statement.The directors attending the meeting shall have the right to make descriptive records of their The directors attending the meeting shall have speeches at the meeting. The opinions of the the right to make descriptive meeting records independent (non-executive) directors shall be of their speeches at the meeting. The opinions clearly listed in the resolutions of the Board of the independent (non-executive) directors of Directors. shall be clearly listed in the resolutions of the Board of Directors.?? ?? – 203 –Original Article Amended Article Article 87: Article 89: The directors shall be liable for the resolutions The directors shall be liable for the resolutions of the Board of Directors. If a resolution of of the Board of Directors. If a resolution of the Board of Directors is in violation of laws the Board of Directors is in violation of laws administrative regulations or these Articles of administrative regulations or these Articles Association thereby causing the Company to of Association thereby causing losses to sustain a material loss the directors who took the Company the directors who cast an part in the resolution shall be liable to the affirmative vote shall be directly liable Company for damages. However if a director to the Company for damages; where a is proved to have expressed his opposition director is proved to have expressed his to such resolution and casts a dissenting opposition to such resolution and casts a vote when it was put to the vote and such negative vote when it was put to the vote opposition is recorded in the minutes of the and such opposition is recorded in the meeting such director may be released from minutes of the meeting such director may such liability. be released from such liability; where a director does not abstain from voting or is absent and does not appoint others to attend the director may not be relieved from such liability; where a director has expressed his opposition to such resolution but does not cast a negative vote the director also may not be relieved from such liability.– 204 –Original Article Amended Article Article 88: Article 90: Any written resolution not formed in line Any written resolution not formed in line with the statutory procedures shall not have with the statutory procedures shall not have the legal effect of the resolution of the Board the legal effect of the resolution of the Board even if every director has expressed his or her even if every director has expressed his or her opinion in different way. opinion in different way.Where a resolution of the Board of Directors is in violation of laws administrative regulations and rules the Company’s Articles of Association or the resolution of the Shareholders’ General Meeting thereby causing serious losses to the Company the directors who cast an affirmative vote shall be directly liable to the Company for damages. However where a director can prove that he expressed his opposition to such resolution when it was put to be voted and that such opposition was recorded in the minutes of the meeting the director may be relieved from such liability; where a director does not abstain from voting or is absent and does not appoint others to attend the director may not be relieved from such liability; where a director has expressed his opposition to such resolution but does not cast a negative vote the director also may not be relieved from such liability.– 205 –Original Article Amended Article Article 91: Article 93: The meeting files of the Board of Directors The meeting files of the Board of Directors i nc lud ing the mee t ing no t i ce mee t ing inc lud ing the mee t ing no t i ce mee t ing materials attendance book power of attorney materials attendance book power of attorney for directors who attend the meeting on behalf for directors who attend the meeting on behalf of others meeting recording materials voting of others meeting recording materials voting and the meeting records minutes resolution and the meeting records meeting resolution record and resolution announcement signed and relevant announcement signed by the by the participating directors shall be kept by participating directors shall be kept by the the secretary to the Board of Directors. secretary to the Board of Directors.The records of the meetings of the Board The records of the meetings of the Board of Directors shall be kept at the Company’s of Directors shall be kept at the Company’s domicile for at least 10 years. domicile for at least 10 years.Article 92: Article 94: These rules shall be formulated by the Board These Rules forms an appendix to the of Directors and be effective after being Company’s Articles of Association shall be approved by the Shareholders’ General formulated by the Board of Directors of the Meeting through deliberation. Company and interpreted by the Board of Directors.Article 93: Article 95: The matters not covered in these rules shall The matters not covered in these rules shall be handled in accordance with the currently be handled in accordance with the currently effective laws administrative regulations effective laws administrative regulations normative documents the regulatory rules rules normative documents the regulatory of the place where the Company’s stock is rules of the place where the Company’s stock listed and the Articles of Association. In case is listed and the Articles of Association.that these rules are conflicted with the laws In case that these rules are conflicted with administrative regulations relevant normative the laws administrative regulations rules documents and the supervisory rules of the normative documents and the supervisory place where the Company’s stock is listed rules of the place where the Company’s that are promulgated from time to t ime stock is listed that are promulgated from the provisions in the laws administrative time to time the provisions in the laws regulations relevant normative documents administrative regulations rules normative and the supervisory rules of the place where documents and the supervisory rules of the the Company’s stock is listed shall prevail. place where the Company’s stock is listed shall prevail.– 206 –Original Article Amended Article Article 94: Deleted These rules shall be interpreted by the Company’s Board of Directors.New Article Article 96: These Rules shall come into force from 1 July 2024 upon the approval by a special resolution at the Shareholders’ Meeting of the Company.Notes: (1) Pursuant to the newly amended Company Law of the People’s Republic of Chinawhich will come into effect on 1 July 2024 the reference to the “Shareholders’ GeneralMeeting” in the relevant provisions of the Rules of Procedures for the Board Meeting shall be amended to the “Shareholders’ Meeting” accordingly. Due to the large number of items involved they will not be listed one by one. (2) According to the actual situation of the Company the “President” and “Vice President”mentioned in the relevant articles of these Rules shall be amended to the “GeneralManager” and “Deputy General Manager” accordingly. Due to the large number of items involved they will not be listed one by one. (3) According to the adjustments to the functions of the Company’s headquarters the “Office of the Board of Directors” referred to in the relevant provisions of these Rules shall be amended to the “Securities Affairs Management Department” accordingly. Due to the large number of items involved they will not be listed one by one. (4) Due to addition and removal of articles the serial number of relevant articles and cross references of these Rules have been adjusted accordingly without separate explanation.* The Rules of Procedures for the Board Meeting and its proposed amendments were written in Chinese without formal English version. As such any English translation shall be for reference only. In the case of any discrepancies the Chinese version shall prevail.– 207 –APPENDIX IV PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE* Original Article Amended Article Article 1: Article 1: T h e s e r u l e s a r e h e r e b y f o r m u l a t e d i n T h e s e r u l e s a r e h e r e b y f o r m u l a t e d i n accordance wi th l aws r egu la t ions and accordance with laws regulations rules and normative documents such as the Company normative documents such as the Company Law of the People’s Republic of China Law of the People’s Republic of China CSRC Mandatory Prov i s ions o f Art i c l e s o f Guidelines for Articles of Association of Association of Companies Listed Overseas Chinese Listed Companies Code of Corporate CSRC Guidelines for Articles of Association Governance for Listed Companies in China o f Chinese Lis ted Companies Code of the l i s t ing rules of shares or secur i t ies Corporate Governance for Listed Companies of the s tock exchanges where shares of in China the l i s t ing ru les of shares or Aluminum Corporation of China Limited* securi t ies of the stock exchanges where (the “Company”) are listed (including the the Company’s shares are listed (including Shanghai Stock Exchange and The Stock the Shanghai Stock Exchange The Stock Exchange of Hong Kong Limited) (hereafter Exchange of Hong Kong Limited and the as “Relevant Listing Rules”) and the Articles New York Stock Exchange) (hereafter as of Association of Aluminum Corporation of “Relevant Listing Rules”) and the Articles China Limited and other relative provisionsof Association of Aluminum Corporation of (hereinafter referred to as the “Articles ofChina Limited and other relative provisions Association”) with the purpose of further(hereinafter referred to as the “Articles of s tandardizing the discussing and votingAssociation”) with the purpose of further procedures of the Company’s Supervisory standardizing the discussing and voting Committee promoting the supervisors and procedures of the Company’s Supervisory the Supervisory Committee to effectively Committee promoting the supervisors and ful f i l thei r supervisory responsibi l i t ies the Supervisory Committee to effectively and improving the Company’s corporate fu l f i l thei r supervisory responsibi l i t ies governance structure.and improving the Company’s corporate governance structure.– 208 –Original Article Amended Article Article 2: Article 2: The Supervisory Committee is Company’s T h e S u p e r v i s o r y C o m m i t t e e i s t h e standing supervisory body responsible Company’s supervisory body examines for supervising the Board of Directors and the corporate finance in accordance with i ts members President and other senior law supervises the compliance with laws management staff and preventing them from and regulations during the performance infringing the legitimate rights and interests of duties of the Company’s directors and of the shareholders the Company and the senior management staff exercises other employees. functions and powers stipulated by laws regulations rules normative documents and the Articles of Association and protects the legitimate rights and interests of the Company and its shareholders.Article 7: Article 7: The outside supervisors shall independently The Supervisory Committee shall report the report the integrity and diligence performance integrity and diligence performance of the of the Company’s senior management staff to Company’s directors and senior management the Shareholders’ General Meeting. staff to the Shareholders’ Meeting.Article 10: Article 10: The Supervisory Committee shall consist of The Supervisory Committee shall consist of five supervisors. The external supervisors five supervisors including three shareholder (refer to those supervisors who do not hold representative supervisors and two employee off ice in the Company) sha l l represent representative supervisors of which the more than 50 percent of the members of the number of the supervisors who represent the Supervisory Committee. The number of the employees shall be not less than one-third of supervisors who represent the employees shall the number of supervisors.be not less than one-third of the number of supervisors.The Supervisory Committee shall have one The Supervisory Committee shall have one chairman whose appointment and dismissal chairman whose appointment and dismissal shall be subject to the affirmative vote of at shall be subject to the affirmative vote of least half of the members of the Supervisory at least two-thirds of the members of the Committee. The chairman of the Supervisory Supervisory Committee. The chairman of the Committee shall organize the performance of Supervisory Committee shall organize the the duties of the Supervisory Committee.performance of the duties of the Supervisory Committee. The term of office of a supervisor shall be 3 years. A supervisor may serve consecutive The term of office of a supervisor shall be 3 terms if re-elected upon the expiration of his years. A supervisor may serve consecutive or her term.terms if re-elected upon the expiration of his or her term.– 209 –Original Article Amended Article Article 11: Article 11: The members of the Supervisory Committee T h e s u p e r v i s o r s w h o r e p r e s e n t t h e include three shareholder representatives shareholders shall be elected and removed (including qualified as outside supervisors) by the Shareholders’ Meeting; the employee and two employee representatives who representative of the supervisors shall be represents the employees. elected and removed by the employees’ democratic election. The list of candidates for T h e s u p e r v i s o r s w h o r e p r e s e n t t h e the supervisors who represent the shareholders shareholders shall be elected and removed shall be subject to the resolutions of the by the Shareholders’ General Meeting; the Shareholders’ Meeting. The candidates for the employee representative of the supervisors supervisors who represent the shareholders s h a l l b e e l e c t e d a n d r e m o v e d b y t h e shall be nominated by the Board of Directors employees’ democratic election. The list of the Supervisory Committee and a shareholder candidates for the supervisors who represent alone or shareholders together holding at least the shareholders shal l be subject to the 1 percent of the Company’s shares and shall resolutions of the Shareholders’ General be elected and removed by the Shareholders’ Meeting. The candidates for the supervisors Meeting of the Company.who represent the shareholders shall be nominated by the Board of Directors the Supervisory Committee and a shareholder alone or shareholders together holding at least 3 percent of the Company’s shares and shall be elected and removed by the Shareholders’ General Meeting of the Company.Article 12: Article 12: Supervisors shall also have the professional Supervisors shall also have the professional knowledge and work experience in terms of k n o w l e d g e a n d w o r k e x p e r i e n c e i n the laws and accounting in addition to the terms of the laws f inance accounting qualifications stipulated in the Articles of audit and capital operation a familiar Association and relevant laws and regulations. understanding of the Company’s operation and management as wel l as rules and regulations in addition to the qualifications stipulated in the Company Law and other laws and regulations and the Articles of Association.– 210 –Original Article Amended Article Article 14: Article 14: The Company’s Internal Audit Department The Company’s Audit Department (Office is the administrative body of the Supervisory of the Supervisory Committee) i s the Committee that is responsible for handling the adminis t ra t ive body of the Supervisory daily affairs of the Supervisory Committee. Committee that is responsible for handling the daily affairs of the Supervisory Committee.Article 15: Article 15: The meetings of the Supervisory Committee The meetings of the Supervisory Committee are divided into the regular meeting and are divided into the regular meeting and extraordinary meeting. The regular meetings extraordinary meeting. The regular meetings of the Supervisory Committee shall be held at of the Supervisory Committee shall be held least once every six months. In case of one of at least four times every year mainly for the following circumstances the Supervisory the purposes of considering the Company’s Committee shall convene the extraordinary annual report interim report quarterly meeting within 10 days: report and annual work report of the Supervisory Committee. In case of one of the following circumstances the Supervisory Committee shall convene the extraordinary meeting within 10 days: ???? (10) other circumstances stipulated in laws (10) other circumstances stipulated in laws administrative regulations departmental admin i s t ra t ive regu la t ions rules rules and Articles of Association. normative documents and Articles of Association.– 211 –Original Article Amended Article Article 21: Article 21: For convening the regular meetings and For convening the regular meetings and extraordinary meetings of the Supervisory extraordinary meetings of the Supervisory Committee the administrative body of the Committee the administrative body of the Supervisory Committee shall deliver the Supervisory Committee shall deliver the written meeting notice to all supervisors by written meeting notice to all supervisors by hand fax email express mail registered mail hand fax email express mail registered or by other means 10 days in advance. If the mail or by other means 10 days and 5 days meeting notice is not delivered by hand respectively in advance. Resolutions and the administrative body of the Supervisory relevant materials subject to consideration Committee shall make confirmation by at the meetings shall be delivered to all telephone. In case of particularly urgent supervisors by aforementioned means at situation that the extraordinary meeting of least 7 days before the regular meetings the Supervisory Committee shall be convened and at least 3 days before the extraordinary as soon as possible the notice may be made meetings.orally or via telephone at any time (not limited by the abovementioned time limit) In case of particularly urgent situation that but the convener shall make statements at the the extraordinary meeting of the Supervisory meeting. Committee shall be indeed convened as soon as possible the notice may be made orally or via telephone (not limited by the abovementioned time limit) but the convener shall make statements at the meeting.Article 23: Article 23: The forms of the meetings of the Supervisory The forms of the meetings of the Supervisory Committee may be the on-si te meet ing Committee are mainly the on-site meeting conference call video conference and written a n d t h e c o n f e r e n c e c a l l t h e v i d e o meeting; the language of the meetings of the conference and the written resolution in Supervisory Committee shall be Chinese. lieu of a meeting may be also applicable; the language of the meetings of the Supervisory Committee shall be Chinese.– 212 –Original Article Amended Article Article 24: Article 24: The meetings of the Supervisory Committee The meetings of the Supervisory Committee shal l be a t tended by the supervisors in shal l be a t tended by the supervisors in person. If any supervisor is unable to attend person. If any supervisor is unable to attend the meeting for some reasons he or she may the meeting for some reasons he or she may appoint the Chairman of the Supervisory appoint the Chairman of the Supervisory Committee or other supervisor to attend the Committee or other supervisor to attend the meeting on behalf of him or her with a written meeting on behalf of him or her with a written authorization. authorization which shall specify the scope of authorization and the voting intention.?? ?? Article 25: Article 25: The Chairman of the Supervisory Committee The Chairman of the Supervisory Committee or the chairman of the meeting may count the or the chairman of the meeting may count the number of the participating supervisors. When number of the participating supervisors. When the number of the supervisors (including the the number of the supervisors (including the supervisors to attend the meeting on behalf of supervisors to attend the meeting on behalf of other supervisor with a written authorization) other supervisor with a written authorization) who attend the meeting reaches two thirds who at tend the meet ing reaches half of of the total supervisors the meeting shall be the total supervisors the meeting shall be announced to be started. announced to be started.Article 31: Article 31: The resolutions made at the Supervisory The resolutions made at the Supervisory Committee shall require adoption by more Committee shall require adoption by more than two th i rds o f the members o f the than half of the members of the Supervisory Supervisory Committee. Committee.Article 37: Article 37: These rules are formulated by the Board of These Rules forms an appendix to the Supervisor and shall be effective after being Articles of Association and are formulated approved by the Shareholders’ General by and interpreted by the Supervisory Meeting through deliberation. Committee of the Company.– 213 –Original Article Amended Article Article 38: Article 38: The matters not covered in these rules shall The matters not covered in these rules shall be handled in accordance with the currently be handled in accordance with the currently effective laws administrative regulations effective laws administrative regulations normative documents the regulatory rules rules normative documents the regulatory of the place where the Company’s stock is rules of the place where the Company’s stock listed and the Articles of Association. In case is listed and the Articles of Association.that these rules are conflicted with the laws In case that these rules are conflicted with administrative regulations relevant normative the laws administrative regulations rules documents and the supervisory rules of the normative documents and the supervisory place where the Company’s stock is listed rules of the place where the Company’s that are promulgated from time to t ime stock is listed that are promulgated from the provisions in the laws administrative time to time the provisions in the laws regulations relevant normative documents administrative regulations rules normative and the supervisory rules of the place where documents and the supervisory rules of the the Company’s stock is listed shall prevail. place where the Company’s stock is listed shall prevail.Article 39: Deleted These rules shall be interpreted by the Company’s Supervisory Committee.New Article Article 39: These Rules shall come into force from 1 July 2024 upon the approval by a special resolution at the Shareholders’ Meeting of the Company.– 214 –Notes: (1) Pursuant to the newly amended Company Law of the People’s Republic of Chinawhich will come into effect on 1 July 2024 the reference to the “Shareholders’ GeneralMeeting” in the relevant provisions of the Rules of Procedures for the Supervisory Committee shall be amended to the “Shareholders’ Meeting” accordingly. Due to the large number of items involved they will not be listed one by one. (2) According to the actual situation of the Company the “President” and “Vice President”mentioned in the relevant provisions of these Rules shall be amended to the “GeneralManager” and “Deputy General Manager” accordingly. Due to the large number of items involved they will not be listed one by one. (3) Due to addition and removal of articles the serial number of relevant articles and cross references of these Rules have been adjusted accordingly without separate explanation.* The Rules of Procedures for the Supervisory Committee and its proposed amendments were written in Chinese without formal English version. As such any English translation shall be for reference only. In the case of any discrepancies the Chinese version shall prevail.–215–