SUPPLEMENTAL CIRCULAR - 2023 ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken you should consult your stockbroker or other registered dealer in securities bank manager solicitor professional accountant or other professional adviser.If you have sold all your shares in Aluminum Corporation of China Limited* you should at once hand this supplemental circular to the purchaser or to the bank stockbroker or other agent through whom the sale was effected for transmission to the purchaser.Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental circular 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 supplemental circular.SUPPLEMENTAL CIRCULAR 2023 ANNUAL GENERAL MEETING This supplemental circular should be read together with the circular and notice of the AGM dated 10 May 2024. A letter from the Board containing information on among other things (i) the proposed renewal of liability insurance for the year 2024–2025 for the Directors Supervisors and senior management members of the Company; (ii) the 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; (iii) the election of Mr. Shi Zhirong as an executive Director of the eighth session of the Board of the Company; and (iv) the election of Mr. Zhang Wenjun as a shareholder representative Supervisor of the eighth session of the Supervisory Committee of the Company is set out on pages 1 to 8 of this supplemental circular. 7 June 2024 * For identification purposes onlyCONTENTS Page DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 APPENDIX I – PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 APPENDIX II – PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING . . . . . . . . . . . . . 129 APPENDIX III – PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING . . . . . . . . . . . . . . . . . . 148 APPENDIX IV – PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES O F PROCEDURES FOR THE SUPERVISORY COMMITTEE MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209 SUPPLEMENTAL NOTICE OF 2023 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . 216 – i –DEFINITIONS In this supplemental circular the following expressions have the following meanings unless the context requires otherwise: “A Share(s)” the ordinary share(s) denominated in RMB issued by the Company which are subscribed for in RMB and listed on the Shanghai Stock Exchange; “A Shareholder(s)” holder(s) of A Share(s); “AGM” the 2023 annual general meeting of the Company to be held at the Company’s conference room No. 62 North Xizhimen Street Haidian District Beijing the PRC at 2:00 p.m. on Tuesday 25 June 2024; “Articles of Association” the articles of association of the Company; “Board” the board of directors of the Company; “Chinalco” Aluminum Corporation of China* (中国铝业集团有限公司) a wholly state-owned enterprise established in the PRC and the controlling Sha reho lde r o f t he Company ho ld ing d i r ec t ly and ind i r ec t ly approximately 32.42% of the total issued share capital of the Company as at the Latest Practicable Date; “Company” Aluminum Corporation of China Limited* (中国铝业股份有限公司) a joint stock company incorporated in the PRC with limited liability the A Shares and H Shares of which are listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange respectively; “Director(s)” the director(s) of the Company; “Group” the Company and its subsidiaries; “H Share(s)” the overseas-listed foreign invested share(s) in the Company’s share capital with a nominal value of RMB1.00 each which are listed on the Hong Kong Stock Exchange and subscribed for in Hong Kong dollars; “H Shareholder(s)” holder(s) of H Share(s); – ii –DEFINITIONS “Hong Kong” the Hong Kong Special Administrative Region of the PRC; “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited; “Latest Practicable Date” 3 June 2024 being the latest practicable date of ascertaining certain information contained in this supplemental circular prior to i ts publication; “RMB” Renminbi the lawful currency of the PRC;“Rules of Procedures for the Rules of Procedures for Shareholders’ Meeting of AluminumShareholders’ Meeting” Corporation of China Limited*;“Rules of Procedures for the the Rules of Procedures for the Board Meeting of Aluminum CorporationBoard Meeting” of China Limited*;“Rules of Procedures for the the Rules of Procedures for the Supervisory Committee Meeting ofSupervisory Committee Aluminum Corporation of China Limited*;Meeting” “Share(s)” A Share(s) and H Share(s); “Shareholder(s)” holder(s) of A Share(s) and holder(s) of H Share(s); “subsidiary(ies)” has the same meaning ascribed thereto under the Hong Kong Listing Rules; “Supervisor(s)” the supervisor(s) of the Company; “Supervisory Committee” the supervisory committee of the Company; and “%” per cent.– iii –LETTER FROM THE BOARD Executive Directors: Registered office: Mr. Dong Jianxiong No. 62 North Xizhimen Street Mr. Zhu Runzhou Haidian District Beijing Mr. Ou Xiaowu The People’s Republic of China Mr. Jiang Tao Postal code: 100082 Non-executive Directors: Principal place of business: Mr. Zhang Jilong No. 62 North Xizhimen Street Mr. Chen Pengjun Haidian District Beijing The People’s Republic of China Postal code: 100082 Independent Non-executive Directors: Principal place of business in Hong Kong: Mr. Qiu Guanzhou Room 4501 Far East Finance Centre Mr. Yu Jinsong No. 16 Harcourt Road Ms. Chan Yuen Sau Kelly Admiralty Hong Kong 7 June 2024 To the Shareholders Dear Sirs or Madams SUPPLEMENTAL CIRCULAR 2023 ANNUAL GENERAL MEETING I. INTRODUCTION Reference is made to the circular of the Company dated 10 May 2024 in relation to the resolutions to be proposed at the AGM for consideration and approval.– 1 –LETTER FROM THE BOARD Reference is also made to the supplemental notice of the AGM dated 7 June 2024 (the “Supplemental Notice of AGM”) in relation to among others the new resolutions to be submittedto the AGM for consideration by Chinalco the controlling Shareholder of the Company (the “NewResolutions”).The purpose of this supplemental circular is to provide you with all reasonably necessary information in relation to the New Resolutions to enable you to make informed decisions on whether to vote for or against the New Resolutions at the AGM: ORDINARY RESOLUTION 1. To consider and approve the resolution in relation to the proposed renewal of liability insurance for the year 2024–2025 for the Directors Supervisors and senior management members of the Company; SPECIAL RESOLUTION 2. To consider and approve the resolution in relation to the 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; ORDINARY RESOLUTIONS (CUMULATIVE VOTING) 3. To consider and approve the resolution in relation to the election of Mr. Shi Zhirong as an executive Director of the eighth session of the Board of the Company; 4. To consider and approve the resolution in relation to the election of Mr. Zhang Wenjun as a shareholder representative Supervisor of the eighth session of the Supervisory Committee of the Company.– 2 –LETTER FROM THE BOARD II. THE RESOLUTION IN RELATION TO THE PROPOSED RENEWAL OF LIABILITY INSURANCE FOR THE YEAR 2024–2025 FOR THE DIRECTORS SUPERVISORS AND SENIOR MANAGEMENT MEMBERS OF THE COMPANY The Board proposes the renewal of liability insurance for the year 2024–2025 for the Company’s Directors Supervisors and senior management members with an insurance amount of US$25 million and total insurance fee of US$425500 (tax inclusive).The Board proposes the Chairman or other person authorized by the Chairman be authorized to be responsible for all matters relating to the renewal of liability insurance for the year 2024–2025 and to execute all relevant documents.III. THE RESOLUTION IN RELATION TO THE 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 Reference is made to the announcement of the Company dated 3 June 2024 in relation to 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 of the Company by the Board and the Supervisory Committee.As considered and approved at the 22nd meeting of the eighth session of the Board and the 11th meeting of the eighth session of the Supervisory Committee of 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 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 proposed to make 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.– 3 –LETTER FROM THE BOARD 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 supplemental circular. 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.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 AGM before coming into effect.IV. THE RESOLUTION IN RELATION TO THE ELECTION OF MR. SHI ZHIRONG AS AN EXECUTIVE DIRECTOR OF THE EIGHTH SESSION OF THE BOARD OF THE COMPANY Reference is made to the announcement of the Company dated 3 June 2024 in relation to among others resignation of the Chairman and the executive Director; and proposed appointment of executive Director.The Board of the Company received a letter of resignation submitted by Mr. Dong Jianxiong (“Mr.Dong”) on 3 June 2024. Mr. Dong proposed to resign as the Chairman and the executive Director of the Company and from all other positions in each of the special committees under the Board due to work needs. The resignation of Mr. Dong will take effect from the date of the election of new executive Director at the general meeting of the Company. In view of Mr. Dong’s resignation as considered and approved by the Nomination Committee of the eighth session of the Board of the Company and considered at the 22nd meeting of the eighth session of the Board of the Company it is resolved to nominate Mr. Shi Zhirong (“Mr. Shi”) as a candidate for an executive Director of the eighth session of the Board of the Company.– 4 –LETTER FROM THE BOARD The biographical details of Mr. Shi are as follows: Mr. Shi Zhirong (史志荣) aged 49 currently serves as a member of the Party group and deputy general manager of Chinalco and concurrently serves as the secretary of the Party Committee of the Company. Mr. Shi graduated from Taiyuan University of Technology (太原理工大学) majoring in non-ferrous metals metallurgy and is a senior engineer with extensive experience in enterprise operation and management scientific research and development and aluminum smelting field. Mr.Shi successively served as the deputy general manager general manager and deputy secretary of the Party Committee of Chalco Zhengzhou Research Institute of Non-ferrous Metal Co. Ltd.* (中 国铝业郑州有色金属研究院有限公司); the general manager and deputy secretary of the Party Committee of Zhengzhou Light Metal Research Institute Co. Ltd.* (郑州轻金属研究院有限公司); the general manager of production quality management department of the Company; the director of China Copper Mineral Resources Co. Ltd.* (中铜矿产资源有限公司); the director of Chalco Shanxi New Material Co. Ltd.* (中铝山西新材料有限公司); the general manager of the science and technology innovation department of Chinalco; the executive director and secretary of the Party Committee of Chinalco Materials Application Research Institute Co. Ltd.* (中铝材料应用研究院 有限公司); the director of Chinalco Innovation Development Investment Co. Ltd.* (中铝创新开 发投资有限公司); the director of Chalco Zhengzhou Research Institute of Non-ferrous Metal Co.Ltd.* (中铝郑州有色金属研究院有限公司); and the secretary of the Party Committee of Chinalco Research Institute of Science and Technology Co. Ltd.* (中铝科学技术研究院有限公司) (Chinalco Future Science and Technology Research Institute* (中铝集团未来科学技术研究院)). Mr. Shi currently also serves as the executive director and general manager of Chinalco Research Institute of Science and Technology Co. Ltd.* (中铝科学技术研究院有限公司) (Chinalco Future Science and Technology Research Institute* (中铝集团未来科学技术研究院)).Mr. Shi has confirmed that save as disclosed above as at the Latest Practicable Date he did not hold any directorship in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas and he does not have any relationship with any Director senior management substantial Shareholder or controlling Shareholder of the Company nor does he hold any position in the Company or any of its subsidiaries. As at the Latest Practicable Date Mr. Shi does not have nor is deemed to have any interest in any Shares underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)).Save as disclosed above as at the Latest Practicable Date the Company is not aware of any matter in respect of Mr. Shi that is required to be disclosed pursuant to the requirements set out in Rule 13.51(2) (h) to (v) of the Hong Kong Listing Rules nor is there any matter that needs to be brought to the attention of the Shareholders.– 5 –LETTER FROM THE BOARD The term of office of Mr. Shi will commence from the approval at the AGM and expire on the election of the ninth session of the Board. The Company will enter into a service contract with Mr. Shi after his election as a Director is approved at the AGM. Besides given that Mr. Shi also serves at Chinalco and receives remuneration from Chinalco he does not receive any additional remuneration from the Company due to his concurrent tenure as a Director of the Company.V. THE RESOLUTION IN RELATION TO THE ELECTION OF MR. ZHANG WENJUN AS A SHAREHOLDER REPRESENTATIVE SUPERVISOR OF THE EIGHTH SESSION OF THE SUPERVISORY COMMITTEE OF THE COMPANY Reference is made to the announcement of the Company dated 3 June 2024 in relation to among others proposed appointment of Supervisor.In view of the fact that Ms. Shan Shulan resigned as a shareholder representative Supervisor of the Company on 6 February 2024 as recommended by Chinalco the controlling Shareholder of the Company and upon consideration at the 11th meeting of the eighth session of the Supervisory Committee of the Company it is resolved to nominate Mr. Zhang Wenjun (“Mr. Zhang”) as a candidate for the shareholder representative Supervisor of the eighth session of the Supervisory Committee of the Company.The biographical details of Mr. Zhang are as follows: Mr. Zhang Wenjun (张文军) aged 44 currently serves as the deputy general manager (person in charge) of the finance property department of Chinalco. Mr. Zhang graduated from the School of Business Wuhan University (武汉大学商学院) majoring in accounting and is a senior accountant with extensive experience in fields such as finance management and enterprise management. Mr.Zhang successively served as the manager of budget management division of the finance property department of Chinalco; the supervisor of Chinalco Finance Co. Ltd.* (中铝财务有限责任公司); the non-executive director of China Aluminum International Engineering Corporation Limited* (中 铝国际工程股份有限公司); the full-time external director of Chinalco Capital Holdings Co. Ltd.* (中铝资本控股有限公司); the full-time director of China Aluminum International Trading Group Co. Ltd.* (中铝国际贸易集团有限公司); the full-time external director of Chinalco Finance Co.Ltd.; and the chief financial officer of Chinalco Aluminum Foil Co. Ltd.* (中铝铝箔有限公司).Mr. Zhang currently also serves as the deputy director of Fund Management Centre of Chinalco; the director and general manager of Chinalco (Beijing) Fund Management Co. Ltd.* (中铝（北京）基金 管理有限责任公司); the general manager of Beijing Metal & Aluminum Capital Investment Co.Ltd.* (北京金铝资本投资有限公司); and the director of Chinalco Asset Holding Co. Ltd.* (中铝 资产控股有限公司).– 6 –LETTER FROM THE BOARD Mr. Zhang has confirmed that save as disclosed above as at the Latest Practicable Date he did not hold any directorship in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas and he does not have any relationship with any Director senior management substantial Shareholder or controlling Shareholder of the Company nor does he hold any position in the Company or any of its subsidiaries. As at the Latest Practicable Date Mr. Zhang does not have nor is deemed to have any interest in any Shares underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)).Save as disclosed above as at the Latest Practicable Date the Company is not aware of any other matter in respect of Mr. Zhang that is required to be disclosed pursuant to the requirements set out in Rule 13.51(2) (h) to (v) of the Hong Kong Listing Rules nor is there any matter that needs to be brought to the attention of the Shareholders.The term of office of Mr. Zhang will commence from the approval at the AGM and expire on the election of the ninth session of the Supervisory Committee. The Company will enter into a service contract with Mr. Zhang after his election as a Supervisor is approved at the AGM. Besides given that Mr. Zhang also serves at Chinalco and receives remuneration from Chinalco he does not receive any additional remuneration from the Company due to his concurrent tenure as a Supervisor of the Company.VI. THE AGM A notice of the AGM to be held at the Company’s conference room No. 62 North Xizhimen Street Haidian District Beijing the PRC at 2:00 p.m. on Tuesday 25 June 2024 (the “Notice of AGM”) is set out on the circular of the annual general meeting dated 10 May 2024. The Supplemental Notice of AGM dated 7 June 2024 is enclosed with this supplemental circular for the purpose of informing the Shareholders of the New Resolutions to be submitted to the AGM for consideration.The resolutions which are originally scheduled to be submitted to the AGM for approval ascontained in the Notice of AGM remain unchanged. A revised form of proxy of AGM (the “RevisedForm of Proxy of AGM”) has been published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.chalco.com.cn).IMPORTANT NOTICE: The Revised Form of Proxy of AGM shall supersede the form of proxy of AGM published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.chalco.com.cn) on 9 May 2024 (the “Original Formof Proxy of AGM”). Shareholders who have duly completed and returned the Original Form of Proxy of AGM shall note that the Original Form of Proxy of AGM is no longer applicable to the AGM.– 7 –LETTER FROM THE BOARD A reply slip for use at the AGM has been published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.chalco.com.cn).Shareholders who intend to attend the AGM shall complete and return the reply slip in accordance with the instructions printed thereon on or before Thursday 20 June 2024. Shareholders who intend to appoint a proxy to attend the AGM and to vote on the resolutions set out in the Notice of AGM and the Supplemental Notice of AGM are requested to complete and return the Revised Form of Proxy of AGM in accordance with the instructions printed thereon not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be).Completion and return of the Revised Form of Proxy of AGM will not prevent you from attending and voting in person at the AGM or any adjournment thereof if you so wish.For particulars of other resolutions proposed at the AGM eligibility for attending the AGM registration procedures for attending the AGM closure of register of members and other matters regarding the AGM please refer to the notice and circular of the AGM of the Company dated 10 May 2024.To the best knowledge information and belief of the Directors having made all reasonable enquiries as at the Latest Practicable Date none of the Shareholders is required to abstain from voting on the proposed resolutions at the AGM.VII. RECOMMENDATIONS The Directors (including the independent non-executive Directors) consider that the resolutions as set out in the Supplemental Notice of AGM are in the interests of the Company and its Shareholders as a whole. Accordingly the Board recommends the Shareholders to vote in favour of the relevant resolutions contained in the Notice of AGM dated 10 May 2024 and the Supplemental Notice of AGM dated 7 June 2024.VIII. ADDITIONAL INFORMATION You are advised to pay attention to the additional information set out in the Appendices to this supplemental circular.By order of the Board Aluminum Corporation of China Limited* Ge Xiaolei Joint Company Secretary * For identification purposes only – 8 –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 of Aluminum Corporation of China Limited* (the Corporation of China Limited* (the “Company”) its “Company”) its shareholders and creditors and to shareholders and creditors and to regulate the organization regulate the organization and activities of the Company and activities of the Company the Company formulated the Company formulated the Articles of Association in the Articles of Association in accordance with laws and accordance with laws and regulations such as the Company regulations such as the Company Law of the People’s Law of the People’s Republic of China (the “Company Republic of China (the “Company Law”) the SecuritiesLaw”) the Securities Law of the People’s Republic of Law of the People’s Republic of China (the “SecuritiesChina (the “Securities Law”) the Constitution of the Law”) the Constitution of the Communist Party of China Communist Party of China (the “Party Constitution”) (the “Party Constitution”) the Guidelines on Articles of the Special Regulations of the State Council on the Association of Listed Companies the Code of Corporate Overseas Offer and Listing of Shares by Joint Stock Governance for Listed Companies in China the rules Limited Companies (the “Special Regulations”) the governing the listing of shares or securities on the stock Mandatory Provisions for Articles of Association of exchanges on which the Company’s Shares are listed Companies to be Listed Overseas the Guidelines on (including the Shanghai Stock Exchange and The StockArticles of Association of Listed Companies the Code Exchange of Hong Kong Limited) (the “Relevant Listingof Corporate Governance for Listed Companies in China Rules”).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”).– 9 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 2: Article 2: The Company is a joint stock limited company established The Company is a joint stock limited company established in accordance with the Company Law the Special in accordance with the Company Law other relevant State Regulations other relevant State laws and administrative laws and administrative regulations.regulations.Following approval by the State Economic and Trade Following approval by the State Economic and Trade Commission by virtue of the GJMQG [2001] No. 818 Commission by virtue of the GJMQG [2001] No. 818 the the Company was registered with the former State Company was registered with the State Administration for Administration for Industry and Commerce (the “SAIC”) Industry and Commerce (the “SAIC”) on 10 September on 10 September 2001 and obtained a business license 2001 and obtained a business license of an enterprise with of an enterprise with legal personality. The Company’s legal personality. The Company’s unified social credit unified social credit code is 911100007109288314.code is 911100007109288314.The Company’s promoters include Aluminum The Company’s promoters include Aluminum Corporation Corporation of China Guangxi Investment Group of China Guangxi Investment Group Co. Ltd. Guizhou Co. Ltd. (广西投资集团有限公司) (the former name Materials Development and Investment Co. Ltd.. 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 be the The chairman of the Board of Directors of the Company chairman of its Board of Directors. 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.– 10 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 6: Article 6: ???? The Company is an independent legal person which shall The Company is an independent legal person which shall be governed and protected by laws administrative rules be governed and protected by laws administrative rules and other regulations of the People’s Republic of China. and other regulations of the PRC.Article 9: Article 9: These Articles of Association shall be binding upon the These Articles of Association shall be binding upon the Company and its shareholders directors supervisors Company and its shareholders directors supervisors President and other senior management staff. All the above General Manager and other senior management staff. All persons may make claims related to Company matters in the above 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 Shareholders may sue the Company; the Company may Association shareholders may sue the Company; the sue shareholders directors supervisors the General Company may sue shareholders directors supervisors the Manager and other senior management staff; shareholders President and other senior management staff; shareholders may sue other shareholders; and shareholders may sue may sue shareholders; and shareholders may sue directors directors supervisors the General Manager and other supervisors the President and other senior management senior management staff of the Company in accordance staff of the Company in accordance with these Articles with these Articles of Association.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. However The Company may invest in other enterprises. Where except as otherwise provided by laws the Company shall laws regulations rules and other normative documents not become an investor that is jointly and severally liable stipulate that the Company shall not become an investor for the debt of the invested enterprises. that is jointly and severally liable for the debt of the invested enterprises such provisions shall prevail.The Company shall not be an unlimited liability shareholder of any other for-profit organizations.– 11 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 12: Article 12: In accordance with the relevant regulations of the Party In accordance with the relevant regulations of the Party Constitution and the Company Law organizations of Constitution and the Company Law organizations of the Communist Party of China (hereinafter the “Party”) the Communist Party of China (hereinafter the “Party”) shall be established; the Party Committee shall play the shall be established; the Party Committee shall play the leadership role providing direction managing the overall leadership role in accordance with the provisions of the situation and promoting implementation. The working Party Constitution providing direction managing the organs of the Party shall be established equipped with overall situation ensuring implementation study and sufficient staff to deal with Party affairs and provided discuss major operation and management matters of with sufficient funds to operate the Party organization. the Company and 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 agencies Subject to the approval by relevant government agencies the Company may adjust its form and scope of business the Company may adjust its form and scope of business timely and may establish branches (no matter whether timely and may establish branches (no matter whether or not it is wholly owned) and offices inside and outside or not it is wholly owned) and offices inside and outside the People’s Republic of China as well as in Hong Kong the People’s Republic of China as well as in Hong Macao or Taiwan according to the business development Kong Special Administrative Region Macao Special demand. Administrative Region or Taiwan according to the business development demand.Article 16: Article 16: The Company shall have ordinary shares at all times. The Company shall have ordinary shares. The ordinary The ordinary shares issued by the Company include shares issued by the Company include domestic shares and domestic shares and foreign shares. It may have other foreign shares. It may have other kinds of shares according kinds of shares according to the need upon approval by to the need upon approval by the authorities that are the authorities that are authorized by the State Council to authorized by the State Council to examine and approve.examine and approve the Company.– 12 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 21: Article 21: Upon approval by the authority that is authorized by the Upon approval by the authority that is authorized by the State Council to approve companies the Company can State Council to approve companies the Company can issue 11.45 billion shares of ordinary shares; the Company issue 11.45 billion shares of ordinary shares; the Company issued a total 8 billion common shares (domestic shares) issued a total 8 billion common shares (domestic shares) to its promoters at the time of its establishment. Upon the to its promoters at the time of its establishment. Upon the approval of the State Council and the national authorities approval of the State Council and the national authorities in charge of securities one of the promoters Aluminum in charge of securities one of the promoters Aluminum Corporation of China has transferred part of shares to Corporation of China has transferred part of shares to China Cinda Asset Management Corporation China Orient China Cinda Asset Management Corporation China Orient Asset Management Corporation and China Development Asset Management Corporation and China Development Bank in which 1662.28 million shares are transferred Bank in which 1662.28 million shares are transferred to China Cinda Asset Management Corporation; 621.67 to China Cinda Asset Management Corporation; 621.67 million shares are transferred to China Orient Asset million shares are transferred to China Orient Asset Management Corporation; 572.84 million shares are Management Corporation; 572.84 million shares are transferred to China Development Bank. transferred to China Development Bank.The investment made by the promoters at the time of the The number of shares issued and the investment made establishment of the Company is as follows: by the promoters at the time of the establishment of the Company is as follows: Investment Promoter’s name Number of shares Type Investment Time Number of shares Investment Aluminum 7673770000 Net assets 28 June 2001 Promoter’s name issued Type Investment Time Corporation of Aluminum 7673770000 Net assets 28 June 2001 China Corporation of Guangxi Investment 196800000 Net assets 28 June 2001 China Group Co. Ltd. Guangxi Investment 196800000 Net assets 28 June 2001 Guizhou Materials 129430000 Net assets 28 June 2001 Group Co. Ltd.Guizhou Materials 129430000 Net assets 28 June 2001 Development Development and Investment and Investment Co. Ltd.Total 8000000000 Co. Ltd.Total 8000000000 – 13 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 22: Article 22: The Company publicly issued 2749889968 shares of The Company publicly issued 2749889968 shares of overseas listed foreign investment shares (H shares) after overseas listed foreign investment shares (H shares) after the establishment of the Company in which there are the establishment of the Company in which there are 2499900153 shares of new shares and 249989815 2499900153 shares of new shares and 249989815 shares of stock shares sold by part of shareholders. shares of stock shares sold by part of shareholders.After completion of the aforementioned issues of H shares After completion of the aforementioned issues of H shares the Company has total share capital of 10499900153 the Company has total share capital of 10499900153 shares. The composition of the share capital is as follows: shares. The composition of the share capital is as follows: there are 7750010185 domestic shares accounting for there are 7750010185 domestic shares accounting for 73.81 percent of the Company’s total shares in which 73.81 percent of the Company’s total shares in which the promoter Aluminum Corporation of China holds the promoter Aluminum Corporation of China holds 4656261060 shares accounting for 44.35 percent of the 4656261060 shares accounting for 44.35 percent of the Company’s total shares; the promoter Guangxi Investment Company’s total shares; the promoter Guangxi Investment Group Co. Ltd. holds 196800000 shares accounting for Group Co. Ltd. holds 196800000 shares accounting for 1.87 percent of the Company’s total shares; the promoter 1.87 percent of the Company’s total shares; the promoter Guizhou Materials Development and Investment Co. Ltd. Guizhou Materials Development and Investment Co. Ltd.holds 129430000 shares accounting for 1.23 percent holds 129430000 shares accounting for 1.23 percent of the Company’s total shares; China Cinda Asset of the Company’s total shares; China Cinda Asset Management Corporation holds 1610332210 shares Management Corporation holds 1610332210 shares accounting for 15.43 percent of the Company’s total accounting for 15.43 percent of the Company’s total shares; China Orient Asset Management Corporation holds shares; China Orient Asset Management Corporation holds 602246135 shares accounting for 5.73 percent of the 602246135 shares accounting for 5.73 percent of the Company’s total shares; China Development Bank holds Company’s total shares; China Development Bank holds 554940780 shares accounting for 5.29 percent of the 554940780 shares accounting for 5.29 percent of the Company’s total shares; the holders of the overseas listed Company’s total shares; the holders of the overseas listed foreign investment shares (H shares) hold 2749889968 foreign investment shares (H shares) hold 2749889968 shares accounting for 26.19 percent of the Company’s shares accounting for 26.19 percent of the Company’s total shares. total shares.Following approval by the approval authority authorized Following approval by the approval authority authorized by the State Council the Company issued additional by the State Council the Company issued additional 549976000 shares of overseas listed foreign investment 549976000 shares of overseas listed foreign investment shares (H shares) in 2004. shares (H shares) in 2004.– 14 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article After completion of the aforementioned issues of H shares After completion of the aforementioned issues of H shares the Company has total share capital of 11049876153 the Company has total share capital of 11049876153 shares. The composition of the share capital is as follows: shares. The composition of the share capital is as follows: there are 7750010185 domestic shares accounting for there are 7750010185 domestic shares accounting for 70.13 percent of the Company’s total shares in which 70.13 percent of the Company’s total shares in which the promoter Aluminum Corporation of China holds the promoter Aluminum Corporation of China holds 4656261060 shares accounting for 42.14 percent of the 4656261060 shares accounting for 42.14 percent of the Company’s total shares; the promoter Guangxi Investment Company’s total shares; the promoter Guangxi Investment Group Co. Ltd. holds 196800000 shares accounting for Group Co. Ltd. holds 196800000 shares accounting for 1.78 percent of the Company’s total shares; the promoter 1.78 percent of the Company’s total shares; the promoter Guizhou Materials Development and Investment Co. Ltd. Guizhou Materials Development and Investment Co. Ltd.holds 129430000 shares accounting for 1.17 percent holds 129430000 shares accounting for 1.17 percent of the Company’ s total shares; China Cinda Asset of the Company’ s total shares; China Cinda Asset Management Corporation holds 1610332210 shares Management Corporation holds 1610332210 shares accounting for 14.57 percent of the Company’s total accounting for 14.57 percent of the Company’s total shares; China Orient Asset Management Corporation holds shares; China Orient Asset Management Corporation holds 602246135 shares accounting for 5.45 percent of the 602246135 shares accounting for 5.45 percent of the Company’s total shares; China Development Bank holds Company’s total shares; China Development Bank holds 554940780 shares accounting for 5.02 percent of the 554940780 shares accounting for 5.02 percent of the Company’ s total shares; the holders of the overseas listed Company’ s total shares; the holders of the overseas listed foreign investment shares (H shares) hold 3299865968 foreign investment shares (H shares) hold 3299865968 shares accounting for 29.87 percent of the Company’s shares accounting for 29.87 percent of the Company’s total shares. total shares.Following the approval of the State Council China Following the approval of the State Council China Construction Bank Corporation has recovered the Construction Bank Corporation has recovered the Company’s 6.42 percent shares managed by China Cinda Company’s 6.42 percent shares managed by China Cinda Asset Management Corporation and held the shares by Asset Management Corporation and held the shares by itself in 2005 thus becoming the Company’s shareholder. itself in 2005 thus becoming the Company’s shareholder.The Company’s total number of shares has not been The Company’s total number of shares has not been changed but the number of shares held by China Cinda changed but the number of shares held by China Cinda Asset Management Corporation is reduced accordingly. Asset Management Corporation is reduced accordingly.– 15 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article After completion of the aforementioned shareholder change After completion of the aforementioned shareholder change the Company has total share capital of 11049876153 the Company has total share capital of 11049876153 shares. The composition of the share capital is as follows: shares. The composition of the share capital is as follows: there are 7750010185 domestic shares accounting for there are 7750010185 domestic shares accounting for 70.13 percent of the Company’s total shares in which 70.13 percent of the Company’s total shares in which the promoter Aluminum Corporation of China holds the promoter Aluminum Corporation of China holds 4656261060 shares accounting for 42.14 percent 4656261060 shares accounting for 42.14 percent of the Company’s total shares; the promoter Guangxi of the Company’s total shares; the promoter Guangxi Investment Group Co. Ltd. holds 196800000 shares Investment Group Co. Ltd. holds 196800000 shares accounting for 1.78 percent of the Company’s total accounting for 1.78 percent of the Company’s total shares; the promoter Guizhou Materials Development and shares; the promoter Guizhou Materials Development and Investment Co. Ltd. holds 129430000 shares accounting Investment Co. Ltd. holds 129430000 shares accounting for 1.17 percent of the Company’s total shares; China for 1.17 percent of the Company’s total shares; China Cinda Asset Management Corporation holds 900559074 Cinda Asset Management Corporation holds 900559074 shares accounting for 8.15 percent of the Company’s shares accounting for 8.15 percent of the Company’s total shares; China Construction Bank Corporation holds total shares; China Construction Bank Corporation holds 709773136 shares accounting for 6.42 percent of the 709773136 shares accounting for 6.42 percent of the Company’s total shares; China Orient Asset Management Company’s total shares; China Orient Asset Management Corporation holds 602246135 shares accounting for Corporation holds 602246135 shares accounting for 5.45 percent of the Company’s total shares; China 5.45 percent of the Company’s total shares; China Development Bank holds 554940780 shares accounting Development Bank holds 554940780 shares accounting for 5.02 percent of the Company’s total shares; the holders for 5.02 percent of the Company’s total shares; the holders of the overseas listed foreign investment shares (H shares) of the overseas listed foreign investment shares (H shares) hold 3299865968 shares accounting for 29.87 percent hold 3299865968 shares accounting for 29.87 percent of the Company’s total shares. of the Company’s total shares.Following approval by the approval authority authorized Following approval by the approval authority authorized by the State Council the Company issued additional by the State Council the Company issued additional 644100000 shares of overseas listed foreign investment 644100000 shares of overseas listed foreign investment shares (H shares) in 2006 in which there are 600000000 shares (H shares) in 2006 in which there are 600000000 shares of new shares and 44100000 shares of stock shares shares of new shares and 44100000 shares of stock shares sold by part of shareholders. sold by part of shareholders.– 16 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article After completion of the aforementioned issues of H shares After completion of the aforementioned issues of H shares the Company has total share capital of 11649876153 the Company has total share capital of 11649876153 shares. The composition of the share capital is as follows: shares. The composition of the share capital is as follows: there are 7705910185 domestic shares accounting for there are 7705910185 domestic shares accounting for 66.15 percent of the Company’s total shares in which 66.15 percent of the Company’s total shares in which the promoter Aluminum Corporation of China holds the promoter Aluminum Corporation of China holds 4612161060 shares accounting for 39.59 percent of the 4612161060 shares accounting for 39.59 percent of the Company’s total shares; the promoter Guangxi Investment Company’s total shares; the promoter Guangxi Investment Group Co. Ltd. holds 196800000 shares accounting for Group Co. Ltd. holds 196800000 shares accounting for 1.69 percent of the Company’s total shares; the promoter 1.69 percent of the Company’s total shares; the promoter Guizhou Materials Development and Investment Co. Ltd. Guizhou Materials Development and Investment Co. Ltd.holds 129430000 shares accounting for 1.11 percent holds 129430000 shares accounting for 1.11 percent of the Company’s total shares; China Cinda Asset of the Company’s total shares; China Cinda Asset Management Corporation holds 900559074 shares Management Corporation holds 900559074 shares accounting for 7.73 percent of the Company’s total shares; accounting for 7.73 percent of the Company’s total shares; China Construction Bank Corporation holds 709773136 China Construction Bank Corporation holds 709773136 shares accounting for 6.09 percent of the Company’s shares accounting for 6.09 percent of the Company’s total shares; China Orient Asset Management Corporation total shares; China Orient Asset Management Corporation holds 602246135 shares accounting for 5.17 percent of holds 602246135 shares accounting for 5.17 percent of the Company’s total shares; China Development Bank the Company’s total shares; China Development Bank holds 554940780 shares accounting for 4.76 percent of holds 554940780 shares accounting for 4.76 percent of the Company’s total shares. the Company’s total shares.???? – 17 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article With the approval of the Shareholders’ General Meeting With the approval of the Shareholders’ Meeting of the of the Company and the approval of the relevant Company and the approval of the relevant department of department of the State Council the Company completed the State Council the Company completed the registration the registration procedures for new shares under the 2021 procedures for new shares of the first grant under the 2021 Restricted Share Incentive Scheme in June 2022. Upon Restricted Share Incentive Scheme in June 2022. Upon completion of the additional new shares the share capital completion of the additional new shares the share capital structure of the Company is as follows:17134943251 structure of the Company is as follows:17134943251 ordinary shares of which 13190977283 shares are held ordinary shares of which 13190977283 shares are held by holders of A shares representing 76.98% of the total by holders of A shares representing 76.98% of the total issued ordinary shares of the Company; and 3943965968 issued ordinary shares of the Company; and 3943965968 shares are held by holders of overseas listed foreign shares are held by holders of overseas listed foreign shares representing 23.02% of the total issued ordinary shares representing 23.02% of the total issued ordinary shares of the Company. shares of 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. – 18 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 25: Article 25: The reg is te red capi ta l o f the Company i s The reg is te red capi ta l o f the Company i s RMB17161591551. RMB17158381228.Article 26: Article 26: The Company may approve capital increases depending on The Company may approve capital increases depending on its business and development requirements in accordance its business and development requirements in accordance with the relevant provisions of the Articles of Association with the relevant provisions of the Articles of Association of the Company. of the Company.The Company may increase its capital by the following The Company may increase its capital by the following methods: methods: (1) raising of new shares from non-specific investors; (1) public offering of shares; (2) placing of new shares to existing shareholders; (2) non-public offering of shares; (3) allotment of new shares to existing shareholders; (3) allotment of bonus shares to existing shareholders; (4) conversion of funds in the capital common reserve (4) conversion of funds in the capital common reserve to share capital; to share capital; (5) other methods permitted by laws and administrative (5) other methods permitted by laws and administrative regulations. regulations and approved by securities regulatory authorities.If the Company is to increase its capital by an offering of new shares it shall do so by the procedure provided for in If the Company is to increase its capital by an offering of relevant state laws after such increase has been approved new shares it shall do so by the procedure provided for in in accordance with these Articles of Association. relevant state laws after such increase has been approved in accordance with these Articles of Association.– 19 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 29: Article 29: If the Company is to reduce its capital it must prepare a If the Company is to reduce its capital it shall prepare a balance sheet and a list of its property. balance sheet and a list of its property.The Company shall notify its creditors within 10 days The Company shall notify its creditors within 10 days from the date of adoption of the resolution to reduce its from the date of adoption of the resolution to reduce its registered capital and publish a public announcement of registered capital and publish a public announcement of the the resolution in newspapers within 30 days. Creditors resolution in newspapers or on the National Enterprise shall within 30 days of receiving written notice or within Credit Information Publicity System within 30 days. 45 days of the date of the public announcement for those Creditors shall within 30 days of receiving written notice who have not received written notice be entitled to or within 45 days of the date of the public announcement require the Company to pay its debts in full or to provide for those who have not received written notice be entitled a corresponding security for repayment. to require the Company to pay its debts in full or to provide a corresponding security for repayment.The reduced registered capital of the Company 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.– 20 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 31: Article 31: After the Company is approved by relevant State Acquisition of the Company’s shares by the Company authorities to buy back its own shares it may proceed may be carried out through open and centralized in any of the following manners: transactions or by other means recognized by laws regulations and securities regulatory authorities. (1) issuance to all of the shareholders of a buyback offer on a pro rata basis; Buyback of shares of the Company under the circumstances set forth in items (3) (5) and (6) of the Article 30 shall be (2) buyback through open transactions on a stock conducted through open centralized transaction. exchange; (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.– 21 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.– 22 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 33: Article 32: Buyback of shares of the Company under the circumstances Buyback of shares of the Company under the circumstances set forth in items (1) (2) and (3) of the Article 30 shall be set forth in items (1) and (2) of the Article 30 shall be resolved at the Shareholders’ General Meeting. Buyback resolved at the Shareholders’ Meeting. Buyback of of shares of the Company under the circumstances set forth shares of the Company under the circumstances set in items (5) and (6) of the Article 30 shall be subject to forth in items (3) (5) and (6) of the Article 30 shall approval by more than two-thirds of Directors present at be made in accordance with the provisions of the the meeting of the board of directors. Articles of Association or with the authorization of the Shareholders’ Meeting and shall be subject to The shares bought back by the Company under the approval by more than two-thirds of Directors present at circumstances set forth in item (1) of the Article 30 shall the meeting of the board of directors.be cancelled within ten days after the date of buyback; under the circumstances set forth in items (2) and (4) the The shares bought back by the Company under the shares shall be transferred or cancelled within six months circumstances set forth in item (1) of the Article 30 shall after the date of buyback; under the circumstances set be cancelled within ten days after the date of buyback; forth in items (3) (5) and (6) the aggregated number of under the circumstances set forth in items (2) and (4) the shares of the Company held by itself shall be not more shares shall be transferred or cancelled within six months than 10% of the total issued shares of the Company and after the date of buyback; under the circumstances set shall be transferred or cancelled within three years after forth in items (3) (5) and (6) the aggregated number of the date of buyback. shares of the Company held by itself 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.?? – 23 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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; – 24 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.– 25 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 35: Article 33: Neither the Company nor its subsidiaries shall at any time Neither the Company nor its subsidiaries (including the provide any financial assistance in any form to purchasers subsidiary enterprises of the Company) shall at any time or prospective purchasers of shares of the Company. provide any financial assistance in any form to purchasers Purchasers of shares of the Company as referred to or prospective purchasers of shares of the Company above shall include persons that directly or indirectly except in the case of the Company’s implementation assume obligations as a result of purchasing shares of of an employee stock ownership plan. Purchasers of the Company. shares of the Company as referred to above shall include persons that directly or indirectly assume obligations as Neither the Company nor its subsidiaries shall at any time a result of purchasing shares of the Company.provide any financial assistance in any form to the above obligors in order to reduce or release them from their Neither the Company nor its subsidiaries (including the obligations. subsidiary enterprises of the Company) shall at any time provide any financial assistance in any form to the The provisions of this Article shall not apply to the above obligors in order to reduce or release them from circumstances described in Article 37 of this Chapter. 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 “financial For the purposes of this Chapter the term “financialassistance” shall include (but not be limited to) financial assistance” shall include (but not be limited to) financial assistance in the forms set forth below: assistance in the forms set forth below: (1) gift; (1) gift and advance; ???? – 26 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 37: Article 35: The acts listed below shall not be regarded as acts prohibited The acts listed below shall not be regarded as acts prohibited under Article 35 of these Articles of Association: under Article 33 of these Articles of Association: ???? (5) provision of a loan by the Company within its (5) provision of a loan by the Company within its scope of business and in the ordinary course of scope of business and in the ordinary course of its business (provided that the same does not lead its business (provided that the same does not lead to a reduction in the net assets of the Company to a reduction in the net assets of the Company unless the financial assistance was paid out of the unless the financial assistance was paid out of the Company’s distributable profit). 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.– 27 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 38: Article 36: The Company’s shares shall be registered shares. The Company’s shares shall be registered shares.The Company’s share certificates shall clearly state the The Company’s share certificates in paper form shall following main particulars: 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 or the time of issuance of its shares; (3) the class of shares par value and the number of shares represented thereby; (3) the class of shares par value and the number of shares represented thereby and in the case (4) the serial number of the share certificate; of issuance of shares without par value the number of shares represented thereby; (5) other matters as required by the Company Law Special Provisions and the securities exchange(s) (4) other matters as required by the Company Law and on which the shares of the Company are listed. the securities exchange(s) on which the shares of the Company are listed; (5) where the promoters’ shares are in paper form the words “promoters’ shares” shall be indicated.– 28 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 40: Article 38: The share certificates shall be signed by the legal Where the share certificate is in paper form the serial representative of the Company. If the signatures of other number of the share certificate shall also be indicated senior management staff of the Company are required by and shall be signed by the legal representative of the the stock exchange on which Company shares are listed Company. If the signatures of other senior management the share certificates shall also be signed by such other staff of the Company are required by the stock exchange senior management staff. The share certificates shall on which Company shares are listed the share certificates become effective after the Company’s seal(including the shall also be signed by such other senior management corporation securities’ seal) is affixed thereto or printed staff. The share certificates shall become effective after thereon. The affixing of the Company’s seal (including the Company’s seal(including the corporation securities’ the corporation securities’ seal) on the share certificates seal) is affixed thereto or printed thereon. The affixing shall require the authorization of the Board of Directors. of the Company’s seal (including the corporation The signature of the Chairman of the Board of Directors securities’ seal) on the share certificates shall require the or of other relevant senior management staff on the share authorization of the Board of Directors. The signature of certificates may also be in printed form. the Chairman of the Board of Directors or of other relevant senior management staff on the share certificates may also be in printed form.– 29 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 42: Article 40: Shares held by the promoters in the Company shall be Shares held by the shareholders and de facto controllers transferred in accordance with the provisions of laws in the Company shall be transferred in accordance with regulations and/or the listing rules. the provisions of laws regulations rules normative documents and the requirements of the stock exchange The directors supervisors the President and other where the Company’s shares are listed.senior management staff of the Company shall report to the Company the shares (including preferred shares) The directors supervisors General Manager and of the Company that they hold and the changes in other senior management staff of the Company shall their shareholdings. Such shares shall be transferred in report to the Company the shares (including preferred accordance with the provisions in laws regulations and/ shares) of the Company that they hold and the changes or the listing rules. in their shareholdings. 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.– 30 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 43: Article 41: If a director supervisor the President or other senior If a director supervisor General Manager or other management staff of the Company or a holder of at least senior management staff of the Company or a holder 5 percent of the shares of the Company sells the shares of of at least 5 percent of the shares of the Company sells the Company that he or she holds within six months after the shares of the Company that he or she holds within acquiring the same or buys such shares back within six six months after acquiring the same or buys such shares months after selling the same the gains obtained therefrom back within six months after selling the same the gains shall belong to the Company and the Board of Directors obtained therefrom shall belong to the Company and the of the Company shall recover such gains from him or her. Board of Directors of the Company shall recover such However a securities company that underwrote shares on gains from him or her. However a securities company that a firm commitment basis and which after purchasing the underwrote shares on a firm commitment basis and which shares remaining after the sale holds at least 5 percent of after purchasing the shares remaining after the sale holds the shares shall not be subject to the six-month time limit at least 5 percent of the shares shall not be subject to the when selling such shares. six-month time limit when selling such shares.Directors supervisors President and other senior Directors supervisors General Manager and other management of the Company shall report to the Company senior management of the Company shall report to the their shareholdings in the Company and changes thereof Company their shareholdings in the Company and changes and shall not transfer more than 25% of the total number thereof and shall not transfer more than 25% of the total of shares of the Company they hold each year during their number of shares of the Company they hold each year terms of office; they shall not transfer the shares of the during their terms of office as determined at the time Company they hold within half a year after they leave their of their assumption of office; they shall not transfer the positions; if they leave their positions before the expiration shares of the Company they hold within half a year after of their terms of office they shall not transfer more than they leave their positions; if they leave their positions 25% of the total number of shares of the Company they before the expiration of their terms of office they shall hold each year before the expiration of their original terms not transfer more than 25% of the total number of shares of office and within six months after the expiration of their of the Company they hold each year before the expiration original terms of office. of their original terms of office and within six months after the expiration of their original terms of office.The shares held by directors supervisors President and The shares held by directors supervisors General other senior management and natural person shareholders Manager and other senior management and natural person referred to in the preceding paragraph include the shares shareholders referred to in the preceding paragraph include held by their spouses parents and children and held in the shares held by their spouses parents and children and others’ accounts. held in others’ accounts.???? – 31 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article 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.– 32 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.– 33 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.– 34 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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; – 35 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.– 36 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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 shareholdersmay if his or 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.– 37 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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) before publishing the public 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.– 38 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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).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.– 39 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 55: Article 45: Holders of ordinary shares of the Company shall enjoy Holders of ordinary shares of the Company shall enjoy the following rights: the following rights: (1) collect dividends and other profit distributions on (1) collect dividends and other profit distributions on the basis of the number of shares held by them; the basis of the number of shares held by them; (2) demand convene preside over participate (2) demand convene preside over participate or or appoint their proxies to participate in appoint their proxies to participate in Shareholders’ Shareholders’ General Meeting in accordance Meeting in accordance with laws and exercise with laws and exercise voting rights pursuant to voting rights pursuant to their shareholdings; their shareholdings; (3) supervise and control the Company’s business (3) supervise and control the Company’s business activities and raise suggestions or inquiries; activities and raise suggestions or inquiries; (4) transfer donate or pledge shares in accordance (4) transfer donate or pledge shares in accordance with laws administrative regulations and the with laws administrative regulations and the Company’s Articles of Association; Company’s Articles of Association; – 40 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article (5) obtain relevant information in accordance with (5) have the right to inspect or make copies of the the Articles of Association of the Company Articles of Association register of shareholders which shall include: meeting minutes of the Shareholders’ Meeting resolution of the meeting of the Board of i. obtaining the Articles of Association of Directors and resolution of the meeting of the Company after payment of a charge the Supervisory Committee and financial or to cover costs; accounting reports; ii. being entitled to browse and make a copy (6) participate in the distribution of the surplus assets after payment of reasonable charges of the Company according to their shareholding including: when the Company is terminated or liquidated; (i) all parts of the register of (7) with respect to any shareholder who objects to shareholders; the resolution of the Shareholders’ Meeting on the merger or division of the Company requires the (ii) personal information on the Company to buy back his or her shares; directors supervisors President and other senior management (8) institute a legal action in a People’s Court and staff of the Company including: claim relevant rights in accordance with the Company Law other laws administrative rules (a) current and previous and regulations or the Articles of Association names and aliases; against the acts that damage the Company’s interests or infringe the legitimate rights of the (b) m a i n a d d r e s s e s shareholders; (domiciles); (9) other rights conferred by laws administrative (c) nationalities; rules and regulations and the Company’s Articles of Association.(d) full-time and other part- time occupations and duties; (e) identification documents and their numbers.(iii) the status of the Company’ share capital; – 41 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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) m e e t i n g m i n u t e s o f t h e 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.– 42 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 56: Article 46: Holders of common shares of the Company bear the Holders of common shares of the Company bear the following obligations: following obligations: (1) to comply with the Articles of Association of the (1) to comply with laws administrative regulations Company; and the Articles of Association of the Company; (2) to pay subscription moneys according to the (2) to pay subscription moneys according to the shares subscribed for by them and the method of shares subscribed for by them and the method of acquiring such shares; acquiring such shares; (3) not to return their shares except in circumstances (3) not to return their shares except in circumstances specified in laws and regulations; specified in laws and regulations; (4) not to abuse their shareholders’ rights to harm (4) not to abuse their shareholders’ rights to harm the interests of the Company or those of other the interests of the Company or those of other shareholders; not to abuse the Company’s shareholders; if a shareholder abuses his or her independent legal person status or shareholders’ shareholder rights thereby causing the Company limited liability to harm the interests of the or another shareholder to sustain a loss he or she Company’s creditors; if a shareholder abuses his or shall be held liable for damages in accordance her shareholder rights thereby causing the Company with laws; if a shareholder abuses the Company’s or another shareholder to sustain a loss he or she shall independent legal person status or shareholders’ be held liable for damages in accordance with laws; limited liability to evade a debt thereby materially if a shareholder abuses the Company’s independent harming the interests of a creditor of the Company legal person status or shareholders’ limited liability to he or she shall bear joint and several liability for evade a debt thereby materially harming the interests the debt of the Company; of a creditor of the Company he or she shall bear joint and several liability for the debt of the Company; (5) to submit a written report to the Company on the date when they who have 5% or above of interests (5) to submit a written report to the Company on the in shares carrying voting rights charged their date when they who have 5% or above of interests shares; in shares carrying voting rights charged their shares; (6) other obligations imposed by laws administrative rules and regulations and these Articles of (6) other obligations imposed by laws administrative Association. rules and regulations and these Articles of Association. Shareholders shall not bear any liability for further contributions to share capital other than the conditions Shareholders shall not bear any liability for further agreed to by the subscribers for the shares at the time of contributions to share capital other than the conditions subscription.agreed to by the subscribers for the shares at the time of subscription.– 43 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 61: Article 51: The Shareholders’ General Meeting shall exercise the The Shareholders’ Meeting shall exercise the following following functions and powers: functions and powers: (1) to decide on the business policies and investment (1) to elect and replace directors and decide on matters plans of the Company; concerning the remuneration of directors; (2) to elect and replace directors and decide on matters (2) to elect and replace the supervisors who are to concerning the remuneration of directors; be appointed from among the shareholders’ representatives and decide on matters concerning (3) to elect and replace the supervisors who are to the remuneration of supervisors; be appointed from among the shareholders’ representatives and decide on matters concerning (3) to consider and approve reports of the Board of the remuneration of supervisors; Directors; (4) to consider and approve reports of the Board of (4) to consider and approve reports of the Supervisory Directors; Committee; (5) to consider and approve reports of the Supervisory (5) to consider and approve the Company’s profit Committee; distribution plans and plans for making up losses; (6) to consider and approve the Company’s annual (6) to pass resolutions concerning the increase or financial budget plans and final accounting reduction of the Company’s registered capital; plans; (7) to pass resolutions on the merger division (7) to consider and approve the Company’s profit dissolution or liquidation of the Company; distribution plans and plans for making up losses; (8) to pass resolutions on the issuance of corporate (8) to pass resolutions concerning the increase or bonds; reduction of the Company’s registered capital; (9) to pass resolutions on the engagement dismissal (9) to pass resolutions on the merger division or non-renewal of the engagement of accounting dissolution or liquidation of the Company; firms by the Company; (10) to pass resolutions on the issuance of corporate (10) to amend the Articles of Association of the bonds; Company; – 44 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article (11) to pass resolutions on the engagement dismissal (11) to decide on transactions in which the amount of or non-renewal of the engagement of accounting material assets purchased or sold by the Company firms by the Company; within one year 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 laws administrative (13) to decide on transactions in which the amount of regulations and the Company’s Articles of material assets purchased or sold by the Company Association require to be resolved by the within one year exceeds 25% of the latest audited Shareholders’ Meeting; total assets of the Company; (13) to consider and approve changes in the use of (14) to pass resolutions on matters relating to the raising funds; security for third parties that laws administrative regulations and the Company’s Articles of (14) to consider and approve the employee stock Association require to be resolved by the ownership plan stock incentive plan or other Shareholders’ General Meeting; share-based compensation (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 Company’s Articles (16) to consider and approve the employee stock of Association require to be resolved by the ownership plan stock incentive plan or other Shareholders’ Meeting.share-based compensation (such as allotment or share options etc.) granted to employees; The Shareholders’ Meeting may delegate or entrust relevant matters to be handled by the Board of Directors. (17) other matters that laws administrative regulations The Shareholders’ Meeting may delegate the Board of departmental rules or the Company’s Articles Directors to resolve on the issuance of corporate bonds.of Association 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.– 45 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 63: Article 53: ???? As for the authorization of the Board of Directors by the As for the authorization of the Board of Directors by the Shareholders’ General Meeting the ordinary resolutions Shareholders’ Meeting the ordinary resolutions of the of the Shareholders’ General Meeting shall be adopted by Shareholders’ Meeting shall be adopted by shareholders shareholders in attendance (including proxies) holding at in attendance (including proxies) holding more than least half of the voting rights; the special resolutions of half of the voting rights; the special resolutions of the the Shareholders’ General Meeting shall be adopted by Shareholders’ Meeting shall be adopted by shareholders in shareholders in attendance (including proxies) holding attendance (including proxies) holding at least two-thirds at least two-thirds of the voting rights. The content of of the voting rights. The content of authorization should authorization should be clear and specific. be clear and specific.Article 65: Article 55: ???? The Board of Directors shall convene an extraordinary The Board of Directors shall convene an extraordinary shareholders’ general meeting within two months after shareholders’ meeting within two months after the the occurrence of any of the following circumstances: occurrence of any of the following circumstances: (1) the number of directors is less than the number (1) the number of directors is less than the number provided for in the Company Law or less than two- provided for in the Company Law or less than two- thirds prescribed in the Articles of Association of thirds prescribed in the Articles of Association of the Company; the Company; (2) the losses of the Company that have not been made (2) the losses of the Company that have not been made up reach one-third of the total paid-in share capital up reach one-third of the total share capital of the of the Company; Company; (3) upon the request of a shareholder who alone has (3) upon the request of a shareholder who alone has held or shareholders who together have held at held or shareholders who together have held at least 10 percent (including 10 percent) of the least 10 percent (including 10 percent) of the shares of the Company (the shareholding referred shares of the Company (the shareholding referred to above shall be calculated as of the day on which to above shall be calculated as of the day on which the written request is made); the written request is made); (4) The Board of Directors considers that there is a (4) The Board of Directors considers that there is a need or the Supervisory Committee proposes a need or the Supervisory Committee proposes a meeting. meeting; (5) other circumstances stipulated by laws administrative regulations departmental rules or these Articles of Association.– 46 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 68: Article 58: When the Company is to hold an annual Shareholders’ When the Company is to hold an annual Shareholders’ General Meeting the Board of Directors the Supervisory Meeting the Board of Directors the Supervisory Committee and a shareholder alone or shareholders Committee and a shareholder alone or shareholders together holding at least 3 percent of the Company’s shares together holding at least 1 percent of the Company’s shall be entitled to propose motions to the Company. shares shall be entitled to propose motions to the Company.A shareholder alone or shareholders together holding at A shareholder alone or shareholders together holding at least 3 percent of the shares of the Company may submit least 1 percent of the shares of the Company may submit extempore motions in writing to the convener 10 days extempore motions in writing to the convener 10 days prior to the date of such meeting. The convener shall issue prior to the date of such meeting. The convener shall issue a supplementary notice of the Shareholders’ General a supplementary notice of the Shareholders’ Meeting Meeting and make a public announcement of the contents and make a public announcement of the contents of such of such extempore motion within two days after receipt extempore motion within two days after receipt of the of the motion. motion excluding extempore motion that violates laws administrative regulations or the provisions of the Except as provided in the preceding paragraph the Articles of Association or is not within the scope of convener may not make any changes to the motions set the powers of the Shareholders’ Meeting.forth in the notice of the Shareholders’ General Meeting or add any new motions once the notice and announcement Except as provided in the preceding paragraph the of the Shareholders’ General Meeting have been issued. convener may not make any changes to the motions set forth in the notice of the Shareholders’ Meeting or add any new motions once the notice and announcement of the Shareholders’ Meeting have been issued.– 47 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 71: Article 61: Notice of a Shareholders’ General Meeting shall be Notice of a Shareholders’ Meeting shall be delivered delivered to the shareholders (whether or not entitled to to all shareholders (whether or not entitled to vote vote thereat) by hand or prepaid mail at the recipient’s thereat) by the Company.address shown in the register of shareholders.For the holders of domestic shares notice of a For the holders of domestic shares notice of a Shareholders’ Meeting shall be delivered by way of Shareholders’ General Meeting may also be delivered by public announcement. The notice announcement way of public announcement. Such announcement shall shall be published in one or more newspapers or be published in one or more newspapers or periodicals periodicals designated by the securities regulatory designated by the securities regulatory authority of authority of the State Council on the websites of the the State Council within the period from the 45th day Shanghai Stock Exchange and of the Company. Once to the 50th day (including the 45th and the 50th day) the announcement is made all the holders of domestic prior to the date of the meeting to be held. Once the shares shall be deemed to have received the notice of announcement is made all the holders of domestic the relevant Shareholders’ Meeting.shares shall be deemed to have received the notice of the relevant Shareholders’ General Meeting. For holders of H Shares notice of a Shareholders’ Meeting may be delivered or provided by means as specified in For holders of H Shares notice of a Shareholders’ Article 221 of these Articles of Association subject to General Meeting may also be delivered or provided by laws regulations and the relevant listing rules of the place other means as specified in Article 236 of these Articles of where the Company’s shares are listed.Association subject to laws regulations and the relevant listing rules of the place where the Company’s shares are listed.– 48 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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 a Shareholders’ General Meeting shall have the right Shareholders’ Meeting shall have the right to appoint one to appoint one or more persons (who need not be or more persons (who need not be shareholders) as his or shareholders) as his or her proxies to attend and vote on her proxies to attend and vote on his or her behalf. Such his or her behalf. Such proxy may exercise the following proxy may exercise the following rights in accordance rights in accordance with his or her appointment by the with his or her appointment by the shareholder: shareholder: (1) the shareholders right to be heard at the (1) the shareholders right to be heard at the Shareholders’ Meeting; Shareholders’ General Meeting; (2) the right to demand or join in the demand for a (2) the right to demand or join in the demand for a ballot; ballot; (3) unless otherwise provided in accordance with the (3) unless otherwise provided in accordance with the applicable listing rules or other securities laws and applicable listing rules or other securities laws and regulations the voting rights shall be exercised regulations the voting rights shall be exercised by show of hands or by ballot except that if a by show of hands or by ballot except that if a shareholder has appointed more than one proxy shareholder has appointed more than one proxy such proxies may only exercise their voting rights such proxies may only exercise their voting rights by ballot.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.– 49 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 78: Article 68: Any proxy who represents an individual shareholder to Any proxy who represents an individual shareholder to attend the Shareholders’ General Meeting shall provide attend the Shareholders’ Meeting shall provide his or her his or her identification document as well as the power identification document as well as the power of attorney of attorney signed by the principal or the representative signed by the principal or the representative authorized authorized by the principal. In the case of the legal by the principal and shareholding certificates. In the representative of a corporate shareholder appoints a proxy case of the legal representative of a corporate shareholder to attend the meeting the proxy shall provide his or her appoints a proxy to attend the meeting the proxy shall identification document as well as the power of attorney provide his or her identification document as well as the signed by the legal representative. Any proxy authorized power of attorney signed by the legal representative and by way of a resolution of its Board of Directors or other shareholding certificates. Any proxy authorized by way decision making body who attend the Shareholders’ of a resolution of its Board of Directors or other decision General Meeting shall provide his or her identification making body who attend the Shareholders’ Meeting shall document as well as the power of attorney signed by the provide his or her identification document as well as the Board of Directors or other decision making body and power of attorney signed by the Board of Directors or other under the seal of the legal person. The instrument of decision making body and shareholding certificates appointment shall specify the date of issuance. and under the seal of the legal person. The instrument of appointment shall specify the date of issuance.– 50 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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 of the voting shareholders holding more than one percent of the voting shares or investor protection institutions established in shares or investor protection institutions established in accordance with laws administrative regulations or the accordance with laws administrative regulations or the provisions of the CSRC may act as soliciting parties provisions of the CSRC may act as soliciting parties either by themselves or by entrusting securities companies either by themselves or by entrusting securities companies or securities service institutions to publicly request or securities service institutions to publicly request shareholders to appoint them to attend the Shareholders’ shareholders to appoint them to attend the Shareholders’ General Meeting on their behalves and to exercise Meeting on their behalves and to exercise shareholders’ shareholders’ rights such as proposal rights and voting rights such as proposal rights and voting rights on their rights on their behalves. The public solicitation of rights behalves. The soliciting parties shall disclose the shall be done in compliance with the provisions of the solicitation announcement and relevant solicitation relevant regulatory authorities and the stock exchange documents in accordance with the law and regulations where the Company’s 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.– 51 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 80: Article 70: Resolutions of the Shareholders’ General Meeting are Resolutions of the Shareholders’ Meeting are divided into divided into ordinary resolutions and special resolutions. ordinary resolutions and special resolutions.Ordinary resolutions of the Shareholders’ General Ordinary resolutions of the Shareholders’ Meeting shall Meeting shall be adopted by shareholders in attendance be adopted by shareholders in attendance (including (including proxies) holding at least half of the voting proxies) holding more than half of the voting rights.rights. Special resolutions of the Shareholders’ General Special resolutions of the Shareholders’ Meeting shall be Meeting shall be adopted by shareholders in attendance adopted by shareholders in attendance (including proxies) (including proxies) holding at least two-thirds of the holding at least two-thirds of the voting rights.voting rights.The shareholders (including their proxies) attending the The shareholders (including their proxies) attending the meeting shall express one of the following opinions on the meeting shall express one of the following opinions on the proposals submitted for voting: for against or abstention.proposals submitted for voting: for against or abstention.As for the unpolled vote or abstention the Company will not treat it as the vote with voting right when calculating the voting result of this matter.– 52 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.– 53 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.– 54 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.– 55 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 86: Article 74: Decisions of the Shareholders’ General Meeting on any Decisions of the Shareholders’ Meeting on any of the of the following matters shall be adopted by ordinary following matters shall be adopted by ordinary resolution: resolution: (1) to elect and change directors and decide on matters (1) to decide on the business policies and investment concerning the remuneration of directors; plans of the Company; (2) to elect and change the supervisors who are to (2) to elect and change directors and decide on matters be appointed from among the shareholders’ concerning the remuneration of directors; representatives and decide on matters concerning the remuneration of supervisors; (3) to elect and change the supervisors who are to be appointed from among the shareholders’ (3) to consider and approve reports of the Board of representatives and decide on matters Directors; concerning the remuneration of supervisors; (4) to consider and approve reports of the Supervisory (4) to consider and approve reports of the Board of Committee; Directors; (5) to consider and approve the Company’s profit (5) to consider and approve reports of the Supervisory distribution plans and plans for making up losses; Committee; (6) to pass resolutions on the engagement dismissal (6) to consider and approve the Company’s annual or non-renewal of the engagement of accounting financial budget plans and final accounting firms by the Company; plans; (7) to consider and approve changes in the use of (7) to consider and approve the Company’s profit raising funds; distribution plans and plans for making up losses; (8) the matters other than those which laws (8) to pass resolutions on the engagement dismissal administrative rules and regulations or these or non-renewal of the engagement of accounting Articles of Association require to be adopted by firms by the Company; special resolution. (9) to consider and approve changes in the 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.– 56 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 87: Article 75: Decisions of the Shareholders’ General Meeting on Decisions of the Shareholders’ Meeting on any of the any of the following matters shall be adopted by special following matters shall be adopted by special resolution: resolution: (1) the increase or reduction of the registered capital (1) the increase or reduction of the registered capital and issuance of any class of shares warrants or and issuance of any class of shares warrants or other similar securities of the Company; other similar securities of the Company; (2) the issuance of corporate bonds or the (2) the issuance of corporate bonds; 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 a notice calling If the Supervisory Committee fails to issue a notice calling the Shareholders’ General Meeting by the prescribed the Shareholders’ Meeting by the prescribed deadline it deadline it shall be deemed to have failed to convene shall be deemed to have failed to convene and preside and preside over such meeting and a shareholder or over such meeting and a shareholder or shareholders of shareholders of the Company may himself/themselves the Company individually or collectively holding not convene and preside over such meeting (Until the less than 10 percent of the Company’s shares for not resolution(s) of the Shareholders’ General Meeting less than 90 consecutive days may himself/themselves is/are announced the shareholding percentages of convene and preside over such meeting. The procedure the convening shareholders may be not less than 10 according to which they convene such meeting shall to percent). The procedure according to which they convene the extent possible be identical to the procedure according such meeting shall to the extent possible be identical to to which Shareholders’ Meetings are to be convened by the procedure according to which Shareholders’ General the Board of Directors.Meetings are to be convened by the Board of Directors.?? ?? – 57 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 90: Article 78: Shareholders’ General Meetings shall be convened Shareholders’ Meetings shall be convened and presided and presided over by the Chairman of the Board. If the over by the Chairman of the Board. If the Chairman of Chairman of the Board fails or is unable to perform his the Board fails or is unable to perform his or her duties or her duties the meeting shall be presided over by the the meeting shall be presided over by the Vice Chairman Vice Chairman of the Board. If the Vice Chairman of the of the Board. If the Vice Chairman of the Board is not Board is not designated or the Vice Chairman of the Board designated or the Vice Chairman of the Board fails fails or is unable to perform his or her duties the meeting or is unable to perform his or her duties the meeting shall be presided over by the director jointly elected by shall be presided over by the director jointly elected by at least one half of the directors. Where no chairman is more than half of the directors. Where no chairman is designated the shareholders attending the meeting may designated the shareholders attending the meeting may elect one person to preside over the meeting. If for any elect one person to preside over the meeting. If for any reason the shareholders are unable to elect a chairman the reason the shareholders are unable to elect a chairman the shareholder holding the largest number of voting shares shareholder holding the largest number of voting shares and attending the meeting (whether in person or by proxy) and attending the meeting (whether in person or by proxy) shall preside over the meeting. shall preside over the meeting.At a Shareholders’ General Meeting convened by At a Shareholders’ Meeting convened by the Supervisory the Supervisory Committee the Chairman of the Committee the Chairman of the Supervisory Committee Supervisory Committee shall preside. If the Chairman of shall preside. If the Chairman of the Supervisory the Supervisory Committee fails or is unable to perform Committee fails or is unable to perform his or her duties his or her duties the meeting shall be presided over by the meeting shall be presided over by the supervisor jointly the supervisor jointly elected by at least one half of the elected by more than half of the supervisors.supervisors.?? ?? – 58 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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 shall Shareholders’ Meeting shall have minutes which shall be prepared by the secretary and be signed by directors be taken by the secretary of the Board of Directors. The supervisors secretary of the Board the convener or their records of the of meetings shall be signed by directors representatives and the host (chairman of the meeting) supervisors secretary of the Board the convener or their present at the meeting. representatives and the host (chairman of the meeting) present at the meeting.The adopted resolutions of Shareholders’ General Meeting The adopted resolutions of Shareholders’ Meeting shall shall be kept as the Company’s minutes of meetings. be kept as the Company’s resolutions of meetings. The The records and minutes of meetings shall be written in records and resolutions of meetings shall be written Chinese. The minutes of meetings together with the sign- in Chinese. The minutes and resolutions of meetings in register of attending shareholders and the instruments together with the valid information on the sign-in of appointment of proxies shall be kept at the Company’s register of attending shareholders and the instruments of domicile for at least 10 years. appointment of proxies 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.– 59 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 105: Article 93: The Company shall establish a Board of Directors. The Company shall establish a Board of Directors.The Board of Directors is the permanent authority and The Board of Directors is the permanent authority and management decision-making body of the Company management decision-making body of the Company which is subject to the supervision of the Supervisory which is subject to the supervision of the Supervisory Committee and all the shareholders and is responsible Committee and all the shareholders and is responsible for and report to the Shareholders’ General Meeting. for and report to the Shareholders’ Meeting. Through Through improving the Company’s law-based governance improving the Company’s law-based governance authorization and delegation compliance and internal authorization and delegation compliance and internal control risk management and control and internal control risk management and control and internal supervision and monitoring system the Board gives full supervision and monitoring system the Board gives full play to the responsibilities of determining strategies play to the responsibilities of determining strategies making decisions and preventing risks. making decisions and 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.– 60 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 106: Article 94: The Board of Directors shall be composed of 9 directors. The Board of Directors shall be composed of 9 directors.The outside directors (herein meaning those directors who The outside directors (herein meaning those directors do not hold office in the Company the same hereinafter) other than executive directors the same hereinafter) shall shall represent not less than 50 percent of the members of represent not less than 50 percent of the members of the the Board of Directors of which at least 3 directors shall Board of Directors and independent directors (herein be independent directors (herein meaning those directors meaning those directors who do not hold positions who are independent to the shareholders and do not hold other than directorships in the Company and do not office in the Company). have any direct 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 chairman and The Board of Directors shall include one chairman and one vice chairman (if needed). one vice chairman (if needed).As needed under the Board of Directors there shall Among the special committees under the Board of be such special committees as an Audit Committee a Directors the Audit Committee shall be composed Nomination Committee a Remuneration Committee entirely of independent directors of whom at least one a Development and Planning Committee and an shall be a financial or accounting professional and the Occupational Health and Safety and Environment convener shall be a financial or accounting professional Committee. The Audit Committee shall be composed among the independent directors; the Remuneration entirely of independent directors of whom at least Committee and the Nomination Committee shall one shall be a financial or accounting professional. consist of a majority of independent directors and The Remuneration Committee and the Nomination the conveners shall be an independent director.Committee shall consist of a majority of independent directors.– 61 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 108: Article 96: Directors shall be elected by the Shareholders’ General Directors shall be elected by the Shareholders’ Meeting Meeting and serve terms of three years (from the date of and serve terms of three years (from the date of being being elected to the date that the new Board of Directors elected to the date that the new Board of Directors is is elected by the Shareholders’ General Meeting). At the elected by the Shareholders’ Meeting). At the expiration expiration of their terms directors may continue to serve of their terms directors may continue to serve as such if as such if reelected but independent directors may not reelected but independent directors may not serve more serve more than six years in succession. than six years in succession.The list of candidates for directors shall be submitted The list of candidates for directors shall be submitted as as a motion to the Shareholders’ General Meeting. a motion to the Shareholders’ Meeting. Other candidates Other candidates for directors except for independent for directors except for independent directors shall be directors shall be nominated by the Board of Directors nominated by the Board of Directors the Supervisory the Supervisory Committee and a shareholder alone Committee and a shareholder alone or shareholders or shareholders together holding at least 3 percent together holding more than 1 percent of the Company’s of the Company’s shares and shall be elected by the shares and shall be elected by the Shareholders’ Meeting Shareholders’ General Meeting of the Company. of the Company.A written notice of the intention to nominate a candidate A written notice of the intention to nominate a candidate for election as a Director and a notice by such candidate for election as a Director and a notice by such candidate of his/her willingness to be elected shall be given to the of his/her willingness to be elected as well as basic Company 7 days before the date of the general meeting. information on such candidate shall be given to the Company within a reasonable time before the date of The outside directors shall have sufficient time and the the Shareholders’ Meeting to enable the Company to necessary knowledge and ability to perform their duties. deliver or provide the relevant notices and materials The Company must provide necessary information to to the shareholders at least 10 trading days before the outside directors for performing their duties. Among date of the Shareholders’ Meeting.them the independent non-executive directors may directly report to the Shareholders’ General Meeting The directors shall have sufficient time and the necessary the State Council authorities in charge of securities and knowledge and ability to perform their duties. The other relevant departments. Company must provide necessary working conditions and information to outside directors for performing their Executive directors shall deal with matters authorized duties. Among them the independent directors may by the Board of Directors. directly report to the Shareholders’ Meeting the State Council authorities in charge of securities and other relevant departments.– 62 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 109: Article 97: The procedure prior to electing the Company’s non- The procedure prior to electing the Company’s non- independent directors shall be as follows: independent directors shall be as follows: (1) the consent of the nominee shall be obtained before (1) the consent of the nominee shall be obtained the nominator nominates him or her for the position before the nominator nominates him or her of non-independent director; the nominator(s) for the position of non-independent director; shall be fully aware of such details of the nominee the nominator(s) shall be fully aware of basic as his or her occupation educational background information of the nominee including but not title career details all of his or her concurrent limited to his or her educational background positions etc. and provide the written documents work experience and part-time jobs; whether about the above-mentioned information to the he or she has any connected relationship with Company. The candidates shall make a written any of the Company’s directors supervisors commitment to the Company that they agree senior management de facto controllers or to accept the nomination and promise that the Shareholders holding more than 5% of the publicly disclosed information about candidates is Company’s shares; and whether he or she has true and complete and to guarantee that they will any types of situations which make him or earnestly perform their duties if being selected. her inappropriate to serve as a director of the Company; and details of the Company’s shares (2) in case the candidates for non-independent held by his or her. The Company shall disclose directors are nominated before the convening of the foregoing information of the nominee in the board meeting if there are relevant provisions detail.in the applicable laws administrative regulations and rules and/or the relevant listing rules the (2) in case the candidates for non-independent written materials about the nominees described in directors are nominated before the convening of item (1) of this Article shall be announced together the board meeting if there are relevant provisions with the resolution of the Board of Directors in in the applicable laws administrative regulations accordance with such provisions. and rules and/or the relevant listing rules the written materials about the nominees described in item (1) of this Article shall be announced together with the resolution of the Board of Directors in accordance with such provisions.– 63 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article (3) if a shareholder alone or shareholders together (3) if a shareholder alone or shareholders together holding at least 3 percent of the voting rights in the holding more than 1 percent of the shares in the Company put(s) forth an extempore motion for the Company put(s) forth an extempore motion for the election of an independent non-executive director election of an independent non-executive director the written notice of the intention to nominate a the written notice of the intention to nominate a candidate for the position of independent non- candidate for the position of independent non- executive director and of the nominee indicating executive director and of the nominee indicating his or her willingness to accept the nomination as his or her willingness to accept the nomination as well as relevant written materials on the nominee well as relevant written materials on the nominee and his or her commitment as mentioned above and his or her commitment as mentioned above in item (1) shall be delivered to the Company 10 in item (1) shall be delivered to the Company days before the date of the Shareholders’ General within a reasonable time before the date of the Meeting. No such written notice shall be sent Shareholders’ Meeting to enable the Company prior to the date immediately following the date to deliver or provide the relevant notice and when the notice of the meeting for election of information to the shareholders 10 trading days relevant director is sent or later than 7 days before the date of the Shareholders’ Meeting.before the convening of the Shareholders’ General Meeting for considering the election (4) the candidates for directors shall answer the of such director. shareholders’ questions at 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.– 64 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 111: Article 99: The Chairman of the Board and the Vice Chairman of the The Chairman of the Board and the Vice Chairman of the Board shall be elected and dismissed by more than half of Board shall be elected and removed by more than half of all the directors. The Chairman of the Board and the Vice all the directors. The Chairman of the Board and the Vice Chairman of the Board shall serve terms of three years Chairman of the Board shall serve terms of three years and may serve consecutive terms if reelected. and may serve consecutive terms if reelected.Article 112: Article 100: The Board of Directors shall be accountable to the The Board of Directors shall be accountable to the Shareholders’ General Meeting and exercise the following Shareholders’ Meeting and exercise the following functions and powers: functions and powers: (1) to convene Shareholders’ General Meetings and (1) to convene Shareholders’ Meetings and to report to report on its work to the Shareholders’ General on its work to the Shareholders’ Meeting; Meeting; (2) to implement the resolutions of the Shareholders’ (2) to implement the resolutions of the Shareholders’ General Meeting; Meeting; (3) to decide on the business plans and investment (3) to decide on the business plans and investment plans of the Company; plans of the Company; (4) to formulate the annual financial budgets plans (4) to determine the annual financial budgets plans and final accounts plans of the Company; and final accounts plans of the Company; (5) to determine the Company’s annual financing plan; (5) to determine the Company’s annual financing plan; (6) to formulate the profit distribution plans and plans (6) to formulate the profit distribution plans and plans for making up losses of the Company; for making up losses of the Company; (7) to formulate plans for the Company’s debt and (7) to formulate plans for the Company’s debt and financial policies the increase or reduction of the financial policies the increase or reduction of the registered capital of the Company and plans for registered capital of the Company and plans for the issuance of corporate bonds or other securities; the issuance of corporate bonds or other securities; – 65 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article (8) to draft plans for major acquisitions or disposals of (8) to draft plans for major acquisitions or disposals of the Company purchase of shares of the Company the Company purchase of shares of the Company or the merger division split or dissolution of the or the merger division split or dissolution of the Company; Company; (9) to make decision on the security not subject to the (9) to make decision on the security not subject to approval of the Shareholders’ General Meeting the approval of the Shareholders’ Meeting in in accordance with the laws the administrative accordance with the laws the administrative regulations and rules as well as these Articles of regulations and rules as well as these Articles of Association; Association; (10) to review and approve the Company’s annual (10) to review and approve the Company’s annual social responsibil i ty and environmental social responsibil i ty and environmental social and governance report (Environmental social and governance report (Environmental Social and Governance Report under the Rules Social and Governance Report under the Rules Governing the Listing of Securities on The Stock Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited hereinafter Exchange of Hong Kong Limited hereinafter the “ESG Report”); to decide on the Company’s the “ESG Report”); to decide on the Company’s major environmental social and governance major environmental social and governance matters within the scope of authorization of the matters within the scope of authorization of the Shareholders’ General Meeting; Shareholders’ 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 Company’s (12) to decide on such matters as the Company’s investments in third parties purchase and investments in third parties purchase and sales of assets asset mortgages entrustment sales of assets asset mortgages entrustment of financial services connected transactions of financial services connected transactions external donations to the extent authorized by external donations to the extent authorized by the Shareholders’ General Meeting; the Shareholders’ Meeting; (12) to decide on the establishment of the Company’s (13) to decide on the establishment of the Company’s internal management organization; internal management organization; – 66 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article (13) to appoint or dismiss the Company’s President and (14) to appoint or dismiss the Company’s General secretary to the Board of Directors; to appoint or Manager and secretary to the Board of Directors; dismiss Senior Vice Presidents Vice Presidents to appoint or dismiss Senior Deputy General chief financial officer and General Counsel of the Manager Deputy General Manager chief Company based on the recommendations of the financial officer and General Counsel of the President; to decide on the remuneration rewards Company based on the recommendations of the and punishments of senior management and to General Manager; to decide on the remuneration implement contractual management in accordance rewards and punishments of senior management with the labour contract; and to implement contractual management in accordance with the labour contract; (14) to decide on the establishment of the Company’s (15) to decide on the establishment of the Company’s branches; branches; (15) to formulate amendments to these Articles of (16) to formulate amendments to these Articles of Association; Association; (16) to formulate the basic management systems of the (17) to formulate the basic management systems of the Company; Company; (17) to formulate equity incentive plans employee (18) to formulate equity incentive plans employee stock ownership plans or other share-based stock ownership plans or other share-based compensation (such as allotment or share options) compensation (such as allotment or share options) granted to employees; granted to employees; (18) to make decision on the Company’s other major (19) to make decision on the Company’s other major affairs and administrative affairs and to sign other affairs and administrative affairs and to sign other important agreements except for the matters to be important agreements except for the matters to considered at the Shareholders’ General Meeting be considered at the Shareholders’ Meeting in in accordance with the provisions of the Company accordance with the provisions of the Company Law and these Articles of Association; Law and these Articles of Association; (19) to make decision on the matters in relation to (20) to make decision on the matters in relation to buyback of shares of the Company under the buyback of shares of the Company under the circumstances set forth in items (5) and (6) of the circumstances set forth in items (5) and (6) of the Article 30; Article 30; – 67 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article (20) other functions and powers provided for in (21) to decide to issue shares not exceeding 50% of these Articles of Association or granted by the the issued shares within three years with the Shareholders’ General Meeting. authorization of the Shareholders’ Meeting.However the capital contribution in the form Resolutions by the Board of Directors on the matters of non-monetary property shall be resolved by referred to in the preceding paragraph shall be passed by the Shareholders’ Meeting; the affirmative vote of not less than one half of all of the directors with the exception of resolutions on the matters (22) other functions and powers provided for in referred to in items (7) (8) (9) (15) (17) and (19) which these Articles of Association or granted by the shall require the affirmative vote of at least two-thirds of Shareholders’ Meeting.all of the directors for adoption.Resolutions by the Board of Directors on the matters referred to in the preceding paragraph shall be passed by the affirmative vote of a majority vote of all of the directors with the exception of resolutions on the matters referred to in items (7) (8) (9) (16) (18) (20) and (21) which shall require the affirmative vote of at least two- thirds of all of the directors for adoption.– 68 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article If a director has a connected relationship with an If a director has a connected relationship with an enterprise enterprise involved in a matter on which a resolution is or individual involved in a matter on which a resolution to be made at a meeting of the Board of Directors he or is to be made at a meeting of the Board of Directors she may not exercise his or her right to vote regarding such such director shall promptly report in writing to the resolution nor may he or she exercise the voting right of Board of Directors. A director who has a connected another director as such director’s proxy thereon. Under relationship may not exercise his or her right to vote circumstance set forth above such a Board meeting may regarding such resolution nor may he or she exercise the be held only if more than one half of the directors without voting right of another director as such director’s proxy a connected relationship are present and the resolutions thereon. Under circumstance set forth above such a Board made at such a Board meeting shall require adoption by meeting may be held only if more than one half of the more than one half of the directors without a connected directors without a connected relationship are present and relationship. As for the aforementioned items which shall the resolutions made at such a Board meeting shall require require the affirmative vote of at least two-thirds of all of adoption by more than one half of the directors without a the directors for adoption and shall require adoption by connected relationship. As for the aforementioned items at least two-thirds of the directors without a connected which shall require the affirmative vote of at least two- relationship. If the Board meeting is attended by less than thirds of all of the directors for adoption and shall require three directors without a connected relationship the matter adoption by at least two-thirds of the directors without a shall be submitted to the Shareholders’ General Meeting connected relationship. If the Board meeting is attended by for consideration. 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 connected A resolution by the Board of Directors on a connected transaction shall enter into effect only once the independent transaction shall enter into effect only once the independent non-executive directors have signed the same. directors have signed the same.???? – 69 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 117: Article 105: ???? The Vice Chairman of the Board of the Company shall The Vice Chairman of the Board of the Company shall assist the Chairman of the Board in his or her work. If assist the Chairman of the Board in his or her work. If the Chairman of the the Chairman of the Board is unable to perform his or her duties or fails Board is unable to perform his or her duties or fails to perform his or her duties his or her duties shall be to perform his or her duties his or her duties shall be performed by the Vice Chairman of the Board; if the performed by the Vice Chairman of the Board; if the Vice Vice Chairman of the Board is unable or fails to perform Chairman of the Board is unable or fails to perform these these duties a director elected by at least one half of the duties a director elected by the majority of the directors directors shall perform such duties. shall perform such duties.– 70 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 118: Article 106: Meetings of the Board of Directors shall be held at least At least four regular meetings (including annual four times a year. Meetings of the Board of Directors shall meeting semi-annual meeting and quarterly meeting be convened by the Chairman of the Board by giving a of the Board of Directors) of the Board of Directors shall notice to all directors and supervisors 14 days before be held each year. Meetings of the Board of Directors shall the meetings are held. be convened by the Chairman of the Board.The Chairman of the Board shall convene an interim The Chairman of the Board shall convene an interim meeting of the Board of Directors within 10 days without meeting of the Board of Directors within 10 days if: being limited by the aforementioned meeting notice period if: (1) it is proposed by shareholders representing at least 10 percent of the voting rights; (1) it is proposed by shareholders representing at least 10 percent of the voting rights; (2) it is proposed by at least one-third of the directors; (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; (3) it is proposed by at least one-half of the independent directors; (4) it is proposed by the Supervisory Committee; (4) it is proposed by the Supervisory Committee; (5) the Chairman of the Board deems it necessary; (5) it is proposed by the President of the 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.?? – 71 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 119: Article 107: The meetings of the Board of Directors shall be noticed The meetings of the Board of Directors shall be noticed by way as follows: by way as follows: (1) If the Board of Directors has specified the time and (1) If the Board of Directors has specified the time and place of the regular board meeting in advance no place of the regular board meeting in advance no service of notice is required. service of notice is required. (2) If the Board of Directors has not specified the time (2) If the Board of Directors has not specified the and place of the regular board meeting in advance time and place of the board meeting in advance the Chairman of the Board shall at least 14 days the Company shall send the formal notice in advance inform the directors and supervisors of the meeting to all directors supervisors the time and the place of the board meeting by senior management and the secretary to the way of telegraph telex fax courier registered Board of Directors of the Company by hand mail or by specially designated person except as facsimile mail or e-mail 14 days (in the case of otherwise provided in Article 122 of these Articles a regular meeting) or 5 days (in the case of an of Association. extraordinary meeting) before the meeting of the Board of Directors. (3) The notice shall be written in Chinese if necessary the English version can be attached including the (3) The notice shall be written in Chinese if necessary agenda for the meeting. Any director may waive the English version can be attached including the the right of receiving the notice of board meeting. agenda for the meeting. Any director may waive the right of receiving the notice of board meeting.– 72 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 120: Article 108: The Board of Directors shall give a prior notice to all the Materials for a meeting of the Board of Directors shall executive and outside directors of any material matter be sent to all directors of the Company for review at to be resolved by the Board of Directors within a period least 7 days (in the case of a regular meeting) or 3 required by Article 123 of these Articles of Association days (in the case of an extraordinary meeting) before and provide sufficient materials with respect to such the meeting by hand facsimile mail or e-mail. The matter in strict accordance with relevant procedures. The directors may require additional materials with respect directors may require additional materials with respect thereto. If at least one-quarter of the directors or at thereto. If at least one-quarter of the directors or at least least two and more independent directors believe that two outside directors believe that the motion before the the motion before the Board of Directors is unclear or Board of Directors is unclear or unspecific the meeting unspecific the meeting materials are insufficient or other materials are insufficient or other such reason they may such reason they may propose in writing that the holding jointly propose that the holding of the meeting of the of the meeting of the Board of Directors or discussion of Board of Directors or discussion of the motion in question the motion in question be postponed to a later time. In be postponed to a later time. In such circumstances the such circumstances the Board of Directors shall accept Board of Directors shall accept the proposal. the proposal.Notice of a meeting shall be deemed to have been given Notice of a meeting shall be deemed to have been given to any director who attends the meeting without protest to any director who attends the meeting without protest against before or at its commencement any lack of notice. against before or at its commencement any lack of notice.Any regular or extraordinary meeting of the Board of Any regular or extraordinary meeting of the Board of Directors may be held by way of telephone conference Directors may be held by way of telephone conference or similar communication equipment so long as all or similar communication equipment so long as all directors participating in the meeting can clearly hear directors participating in the meeting can clearly hear and communicate with each other. All such directors shall and communicate with each other. All such directors shall be deemed to be present in person at the meeting. be deemed to be present in person at the meeting.Article 121: Article 109: Meetings of the Board of Directors may be held only if Meetings of the Board of Directors may be held only if not less than half of the directors (including any alternate the majority of the directors (including any alternate director appointed pursuant to Article 122 of the Articles director appointed pursuant to Article 110 of the Articles of Association) attend. Each director shall be entitled to of Association) attend. Each director shall be entitled to one vote. Resolutions of the Board of Directors must be one vote. Resolutions of the Board of Directors must be adopted by the affirmative vote of the majority of all the adopted by the affirmative vote of the majority of all the directors. When the numbers of votes for and against directors.are equal the chairman of the meeting shall be entitled to one additional vote.– 73 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 122: Article 110: Meetings of the Board of Directors shall be attended by Meetings of the Board of Directors shall be attended by the directors in person. If a director is unable to attend a the directors in person. If a director is unable to attend a meeting for any reason he or she shall appoint another meeting for any reason he or she shall appoint another director in writing to attend the meeting on his or her director in writing to attend the meeting on his or her behalf. Such instrument of appointment shall specify behalf. Such instrument of appointment shall specify the the names of the proxy the matters and the scope of names of the proxy the matters voting intention and the authorization and the term of validity. scope of authorization and the term of validity.If a director fails to personally attend a meeting of the If a director fails to personally attend a meeting of the Board of Directors and to appoint another director to Board of Directors and to appoint another director to attend the meetings on his or her behalf on two consecutive attend the meetings on his or her behalf on two consecutive occasions he or she shall be deemed unable to perform occasions he or she shall be deemed unable to perform his his or her duties and the Board of Directors shall propose or her duties and the Board of Directors shall within 30 to the Shareholders’ General Meeting that he or she be days from the date of occurrence of such fact propose replaced. to convene a Shareholders’ Meeting to remove such director from his or her office.?? ?? – 74 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 124: Article 112: The Board of Directors shall keep minutes of the meeting The Board of Directors shall keep minutes of the meeting of the Board of Directors and its decisions on the matters of the Board of Directors and its decisions on the matters examined without the convening of a meeting in Chinese. examined without the convening of a meeting in Chinese.The directors attending the meeting shall have the right to The directors attending the meeting shall have the right make descriptive records of their speeches at the meeting. to make descriptive records of their speeches at the The opinions of the independent (non-executive) directors meeting. The opinions of the independent directors shall shall be clearly listed in the resolutions of the board of be clearly listed in the resolutions of the board of directors.directors. The minute of each meeting of the Board of The minute of each meeting of the Board of Directors Directors shall be provided to all directors for review shall be provided to all directors for review as soon as as soon as possible. Any director who wants to make possible. Any director who wants to make amendment of amendment of supplement to the minute shall report supplement to the minute shall report the amendment to the amendment to the Chairman of the Board in written the Chairman of the Board in written form within one week form within one week upon the receipt of the minute. upon the receipt of the minute. The directors and recorder The directors and recorder attending the meeting shall attending the meeting shall sign on the finalized minute sign on the finalized minute of the meeting. The minutes of the meeting. The minutes of meetings of the Board of of meetings of the Board of Directors shall be kept at Directors shall be kept at the Company’s domicile and the Company’s domicile and sent to each director in full sent to each director in full copies as soon as possible.copies as soon as possible. The minutes of meetings shall The minutes of meetings shall be kept for at least 10 years.be kept for at least 10 years.The directors shall be liable for the resolutions of the Board The directors shall be liable for the resolutions of the Board of Directors. If a resolution of the Board of Directors is of Directors. If a resolution of the Board of Directors is in violation of laws administrative regulations or these in violation of laws administrative regulations or these Articles of Association thereby causing a material loss to Articles of Association thereby causing the Company to the Company the directors who took part in the resolution sustain a material loss the directors who took part in the shall be liable to the Company for damages. If a director is resolution shall be liable to the Company for damages. proved to have expressed his or her opposition to and vote However if a director is proved to have expressed his or against such resolution when it was put to the vote and her opposition to and vote against such resolution when it such opposition is recorded in the minutes of the meeting was put to the vote and such opposition is recorded in the such director may be exempted from such liability.minutes of the meeting such director may be exempted from such liability.– 75 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 126: Article 114: Subject to relevant laws and administrative regulations Subject to relevant laws and administrative regulations the Shareholders’ General Meeting may dismiss any the Shareholders’ Meeting may remove any director by director by an ordinary resolution (without prejudice to an ordinary resolution (without prejudice to any claim for any claim for damages that such director may have under damages that such director may have under any contract) any contract) before the end of his or her term of office. before the end of his or her term of office with effective from the date of such resolution made.Article 127: Article 115: Directors may tender their resignations before the Directors may tender their resignations before the expiration of their terms of office. To resign a director expiration of their terms of office. To resign a director shall submit a written resignation to the Board of shall submit a written resignation to the Board of Directors. The independent director provide information Directors. The independent director provide information on any circumstances related to his or her resignation or on any circumstances related to his or her resignation or any circumstances to which he or she believes the attention any circumstances to which he or she believes the attention of the Company and its creditors must be drawn. of the Company and its creditors must 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: (1) If the resignation of a director causes the number If the resignation of a director causes the number of of occupied seats on the Board of Directors to occupied seats on the Board of Directors to fall below fall below the statutory minimum such director the statutory minimum his or her written resignation shall shall continue to perform his or her duties. The enter into effect only upon the new director taking up Board of Directors shall convene an extraordinary the vacancy left by his or her resignation. The Board of Shareholders’ Meeting as soon as possible to elect Directors shall convene an extraordinary Shareholders’ a director to fill the vacancy left by the resignation General Meeting as soon as possible to elect a director of the director. Until the Shareholders’ Meeting to fill the vacancy left by the resignation of the director. has passed a resolution on electing a director the Until the Shareholders’ General Meeting has passed powers of the resigning director and the remaining a resolution on electing a director the powers of the directors shall be subject to reasonable restrictions.resigning director and the remaining directors shall be subject to reasonable restrictions.– 76 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article If the resignation of an independent director causes (2) If the resignation of an independent director causes the number of independent directors or the number of the number of independent directors or the number occupied seats on the Board of Directors to fall below the of occupied seats on the Board of Directors to statutory minimum the incumbent director shall continue fall below the statutory minimum the incumbent to perform his or her duties as an independent director director shall continue to perform his or her duties in accordance with laws administrative regulations and as an independent director in accordance with these Articles of Association until the incoming director laws administrative regulations and these Articles assumes his or her position. The Board of Directors shall of Association until the incoming director assumes convene a Shareholders’ General Meeting within two his or her position. The Board of Directors shall months to re-elect the independent directors; if the Board convene a Shareholders’ Meeting within two of Directors fails to convene a Shareholders’ General months to re-elect the independent directors; Meeting the independent directors may not perform their if the Board of Directors fails to convene a duties. Shareholders’ Meeting the 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 his or The independent directors have the obligation to act in her duties safeguard the interests of the Company and good faith and due diligence towards the Company and especially pay attention that the lawful rights and interests all of its shareholders and shall perform their duties of the Company’s shareholders of public shares are not conscientiously in accordance with the requirements harmed. 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 her duties The independent director shall perform his or her duties and responsibilities independently without interference and responsibilities independently without interference from the major shareholder(s) or the actual controller from the major shareholder(s) or the actual controller of the Company or other entities or individuals that of the Company or other entities or individuals that have a material interest with the Company and its major have a material interest with the Company and its major shareholder(s) or the actual controller. shareholder(s) or the actual controller.– 77 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 129: Article 117: The candidates for the Company’s independent director The candidates for the Company’s independent director shall be nominated by the Company’s Board of Directors shall be nominated by the Company’s Board of Directors Supervisory Committee and shareholders who alone or Supervisory Committee and shareholders who alone or together hold at least 1 percent of the outstanding shares together hold at least 1 percent of the outstanding issued of the Company and shall be decided through election by shares of the Company and shall be decided through the Shareholders’ General Meeting. election by the Shareholders’ Meeting. An investor protection agency established by law may publicly (1) The consent of the nominee shall be obtained request the shareholders to entrust it to exercise their before the nominator nominates him or her for the rights to nominate the independent directors on their position of independent director; the nominator(s) behalf.shall be fully aware of such details of the nominee as his or her occupation educational background (1) The consent of the nominee shall be obtained title career details all of his or her concurrent before the nominator nominates him or her for the positions etc. and shall be liable to provide such position of independent director; the nominator(s) written materials to the Company. The candidate shall be fully aware of such details of the nominee shall make a written commitment to the Company as his or her occupation educational background agree to accept the nomination promise that the title career details all of his or her concurrent publicly disclosed information about candidates is positions whether he or she has a major breach true and complete and to guarantee that they will of trust and other records of bad behaviors earnestly perform their duties if being selected. etc. and comment on the fulfilment of 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.– 78 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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 director is nominated before the board meeting is convened if otherwise provided in accordance with (2) If the candidate for the independent director is provisions in the applicable laws and regulations nominated before the board meeting is convened and/or the listing rules or other securities laws and if otherwise provided in accordance with regulations the written materials of the nominee provisions in the applicable laws and regulations described in item (1) and (2) of this Article shall and/or the listing rules or other securities laws be announced together with the resolution of and regulations the written materials of the the Board of Directors in accordance with such nominee described in item (1) of this Article provisions. shall be announced together with the resolution of the Board of Directors in accordance with such provisions.– 79 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article (4) If a shareholder alone or shareholders together (3) If a shareholder alone or shareholders together holding at least 1 percent of the voting rights in holding at least 1 percent of the total issued shares the Company or the Supervisory Committee put(s) in the Company or the Supervisory Committee forth an extempore motion for the election of an put(s) forth an extempore motion for the election independent director the written notice of the of an independent director the written notice of the intention to nominate a candidate for the position intention to nominate a candidate for the position of of independent director and of the nominee independent director and of the nominee indicating indicating his or her willingness to accept the his or her willingness to accept the nomination as nomination as well as relevant written materials well as relevant written materials and commitment and commitment on the nominee as mentioned on the nominee as mentioned in above in item (1) in above in item (1) and (2) of this Article shall of this Article shall be delivered to the Company be delivered to the Company at least 15 working within a reasonable period before the date of days before the date of the Shareholders’ General the Shareholders’ Meeting so as to enable the Meeting. 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.– 80 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article (5) Prior to the holding of a Shareholders’ General (4) Prior to the holding of a Shareholders’ Meeting Meeting at which an independent director at which an independent director is to be elected is to be elected if otherwise provided in the if otherwise provided in the applicable laws and applicable laws and regulations and/or relevant regulations and/or relevant listing rules the listing rules the Company shall simultaneously Company shall submit the relevant materials on submit the relevant materials on all the nominees all the nominees to the stock exchange on which to the State Council authorities in charge of the Company’s shares are listed. If the Board securities where the Company is located of Directors of the Company has objections and/or the agency of the CSRC and the stock concerning the relevant details of a nominee the exchange on which Company shares are listed. Company shall additionally submit the written If the Board of Directors of the Company has opinion of the Board of Directors. The nominees objections concerning the relevant details of a against whom the stock exchange has objections nominee the Company shall additionally submit shall not be proposed to the Shareholders’ the written opinion of the Board of Directors. The Meeting for election.nominees against whom the CSRC has objections shall not be the candidate for the independent (5) The cumulative voting system shall be adopted director. At the time the Shareholders’ General for the election of independent directors at the Meeting to elect an independent director is Shareholders’ Meeting and the votes casted by held the Board of Directors of the Company the minority shareholders shall be counted and shall elaborate on whether the CSRC had any disclosed separately. Where conditions allow objections against the candidates for the post the Company may elect independent directors of independent director. through 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.– 81 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 130: Article 118: A person holding the position of independent director shall A person holding the position of independent director shall satisfy the basic conditions set forth below: satisfy the basic conditions set forth below: (1) having the qualifications to hold the position of (1) having the qualifications to hold the position of directors of the Company in accordance with laws directors of the Company in accordance with laws administrative regulations and these Articles of administrative regulations and these Articles of Association; Association; (2) having the independence required by relevant laws (2) having the independence required by securities administrative regulations departmental rules and regulatory authorities and stock exchange and the listing rules; the listing rules; (3) having a basic knowledge of the operation of (3) having a basic knowledge of the operation of listed listed companies and being familiar with relevant companies and being familiar with relevant laws laws administrative rules regulations and rules administrative rules regulations and rules; (including but not limited to the applicable accounting standards); (4) having at least five years of experience in law economics accounting finance management (4) having at least five years of experience in law non-ferrous metals industry or other work economics accounting finance management experience required for performing the duties and non-ferrous metals industry or other work responsibilities of an independent director; experience required for 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 condit ions st ipulated under laws administrative regulations CSRC regulations stock exchange business rules and these Articles of Association.– 82 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 131: Article 119: The independent director must be independent. Unless The independent director must be independent. Unless otherwise provided in the applicable laws regulations otherwise provided in the applicable laws regulations and/or the relevant listing rules the following persons and/or the relevant listing rules the following persons may not serve as independent directors: may not serve as independent directors: (1) persons holding a position in the Company or a (1) persons holding a position in the Company or a subsidiary thereof and their lineal relatives and subsidiary thereof and their lineal relatives and major social relations (the lineal relatives refer to major social relations (the lineal relatives refer to the spouse parents and children; the major social the spouse parents and children; the major social relations refer to the brothers and sisters father- relations refer to the brothers and sisters father- in-law and mother-in-law daughter-in-law son- in-law and mother-in-law daughter-in-law son- in-law the spouses of brothers and sisters as well in-law the spouses of brothers and sisters as well as the spouse’s brothers and sisters); as the spouse’s brothers and sisters); (2) natural person shareholders who directly or (2) natural person shareholders who directly or indirectly hold at least 1 percent of the outstanding indirectly hold at least 1 percent of the outstanding shares of the Company or who rank among the top shares of the Company or who rank among the top ten shareholders of the Company and their lineal ten shareholders of the Company and their lineal relatives; relatives; (3) persons who hold positions in entities that (3) persons who hold positions in entities that directly or indirectly hold at least 5 percent of the directly or indirectly hold at least 5 percent of the outstanding shares of the Company or that rank outstanding shares of the Company or that rank among the top five shareholders of the Company among the top five shareholders of the Company and their lineal relatives; and their lineal relatives; (4) persons who hold positions in the actual controller (4) persons who hold positions in the controlling of the Company and its subsidiaries; shareholder actual controller of the Company and their subsidiaries and their immediate family members; – 83 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article (5) persons who provide financial legal consulting (5) persons who provide financial legal consulting and other services to the Company and its sponsoring and other services to the Company controlling shareholder or their respective and its controlling shareholder actual controller subsidiaries including all members of the project or their respective subsidiaries including but team reviewers at all levels persons who sign the not limited to all members of the project team report partners and main responsible persons of reviewers at all levels persons who sign the report the intermediary institutions that provide services; partners directors senior management and main responsible persons etc. of the intermediary (6) a person who serves as a director supervisor or institutions that provide services; senior management officer in an entity that has material business dealings with the Company (6) a person who has material business dealings with and its controlling shareholder or their respective the Company and its controlling shareholder subsidiaries or a person who serves as a director actual controller or their respective subsidiaries supervisor or senior management officer in the or a person who holds a position in the entity controlling shareholder(s) of such entity; which has material business dealings and the controlling shareholder(s) actual controller of (7) persons who at any time during the immediately such entity; preceding period of one year have fallen into any of the six categories listed above; (7) persons who at any time during the immediately preceding period of one year have fallen into any (8) persons that the securities regulatory authority of the items no. (1) to (6) listed above; stock exchanges specify are not independent or may not serve as an independent director. (8) other persons that the laws administrative regulations CSRC regulations relevant listing rules or these Articles of Association specify are not independent.– 84 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 132: Article 120: If an independent director fails on two consecutive If an independent director fails on two consecutive occasions to personally attend a meeting of the Board of occasions to personally attend a meeting of the Board Directors or the number of their non-attendance at board of Directors nor does he or she delegates another meetings in person accounts for more than one-third of the independent director to attend the meeting on his or her number of board meetings during the said year the Board behalf the Board of Directors shall propose to convene of Directors shall request that the Shareholders’ General a Shareholders’ Meeting to remove the independent Meeting replace him or her. director from his 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 term unless any An independent director may not be removed without of the circumstances set forth in Article 122 Clause cause before the expiration of his or her term unless 2 or the circumstance mentioned in the preceding any of the circumstance mentioned in the preceding paragraph or a circumstance under which a person may paragraph or a circumstance under which a person may not hold the position of director specified in the laws not hold the position of director specified in the laws administrative regulations and rules as well as these administrative regulations and rules as well as these Articles of Association arises. If an independent director Articles of Association arises. If an independent director is removed before the expiration of his or her term the is removed before the expiration of his or her term the Company shall disclose his or her removal as a matter for Company shall disclose his or her removal as a matter for special disclosure. If the removed independent director is special disclosure. If the removed independent director is of the opinion that the Company’s grounds for removing of the opinion that the Company’s grounds for removing him or her are not justified he or she may make a public him or her are not justified he or she may make a public statement to that effect. statement to that effect.– 85 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 133: Article 121: In addition to the functions and powers granted to directors In addition to the functions and powers granted to directors under the Company Law other laws administrative under the Company Law other laws administrative regulations and rules as well as these Articles of regulations and rules as well as these Articles of Association independent directors shall have the Association independent directors shall have the following special functions and powers: following special functions and powers: (1) the material connected transactions (as (1) independently engaging intermediaries to determined based on the criteria issued by the audit consult on or verify specific matters of competent regulator from time to time) shall the Company the costs of which shall be borne be reviewed by the Board of Directors or the by the Company; 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 calling of an extraordinary Shareholders’ General Meeting; (4) proposing the calling of meetings of the Board of (2) proposing to the Board of Directors the calling of Directors; an extraordinary Shareholders’ Meeting; (3) proposing the calling of meetings of the Board of Directors; – 86 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article (5) independently engaging intermediaries to (4) expressing independent opinions on matters express professional opinions when necessary that may prejudice the interests of the Company at the expense of the Company; or minority shareholders; (6) openly soliciting shareholders’ voting rights before (5) openly soliciting shareholders’ rights in the holding of a Shareholders’ General Meeting; accordance with laws; (7) directly reporting to the Shareholders’ General (6) other functions and powers as stipulated Meeting CSRC and other relevant departments. by laws administrative regulations CSRC regulations and the Articles of Association.An independent director shall obtain the consent of at least half of the independent directors before Functions and powers listed in above items (1) to exercising the aforementioned functions and powers (3) shall be exercised by independent directors upon in items (2) (3) (4) (6) and (7) and shall obtain the the approval by more than half of all independent consent of all independent directors before exercising directors.the aforementioned functions and powers in item (5).The Company shall disclose in a timely manner when The expenses incurred by independent directors an independent director exercises the functions and in independently engaging external auditors and powers listed in item (1). If the said powers cannot be consultants and carrying out audit and consulting for exercised normally the Company shall disclose the the specific matters of the Company shall be borne by details and reasons therefor.the Company.– 87 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.– 88 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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 st ipulated by laws administrative regulations CSRC regulations and the Articles of Association.Article 135: Article 123: The independent director shall attend the meeting of the The independent director shall attend the meeting of the Board of Directors on time understand the Company’s Board of Directors on time understand the Company’s production and operation and actively investigate production and operation and actively investigate and and obtain the conditions and information required by obtain the conditions and information required by making making decisions. The independent director shall submit decisions. The independent director shall submit the the annual report of all independent directors to the annual report on work to the Shareholders’ Meeting of Shareholders’ General Meeting of the Company and to the Company and to elaborate on the performance by the elaborate on the performance by the independent directors independent directors of their duties and responsibilities.of their duties and responsibilities.– 89 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 136: Article 124: The Company shall establish the work system of The Company shall establish the work system of independent directors; the Secretary to the Board of independent directors and the independent directors Directors shall actively cooperate with the independent shall spend no less than 15 days per year on-site at the directors to perform their duties and responsibilities. The Company’s premises.Company shall ensure that the independent directors enjoy the same right to know as other directors timely provide The Company shall regularly or irregularly convene relevant materials and information to the independent a meeting attended by all independent directors (the directors regularly report the Company’s operation and “Special Meeting of Independent Directors”) and the organize the independent directors to make field survey matters listed in Article 121(1) to (3) and Article 122 if necessary. of these Articles of Association shall 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.– 90 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 138: Article 126: The Secretary to the Board of Directors shall be a natural The Secretary to the Board of Directors shall be a natural person with the necessary professional knowledge and person with the necessary professional knowledge experience. He or she shall be appointed by the Board on finance management law etc. who excels in of Directors. professional ethics and virtue. The Secretary to the Board of Directors shall be appointed by the Board of His or her main duties shall be as set forth below: Directors. (1) to assist the directors with their handling of the His or her main duties shall be as set forth below: day-to-day business of the Board of Directors; to provide the directors with remind the (1) to assist the directors with their handling of the directors of and ensure that the directors are day-to-day business of the Board of Directors; to aware of the domestic and foreign regulators’ provide the directors with remind the directors regulations policies and requirements in respect of and ensure that the directors are aware of of the operation of companies; and to assist the the domestic and foreign regulators’ regulations directors and the President in their compliance policies and requirements in respect of the with domestic and foreign laws these Articles of operation of companies; and to assist the directors Association and other relevant regulations when and the senior management in their compliance they are exercising their functions and powers; with domestic and foreign laws these Articles of Association and other relevant regulations when (2) to be responsible for organizing and preparing they are exercising their functions and powers; the documents of the Board of Directors and the Shareholders’ General Meeting; to duly (2) to be responsible for organizing and preparing keep meeting minutes; to ensure that decisions the documents of the Board of Directors and the made at meetings are made in accordance with Shareholders’ Meeting; to duly keep meeting statutory procedure and to keep abreast of the minutes; to ensure that decisions made at meetings implementation of the resolutions of the Board of are made in accordance with statutory procedure Directors; and to keep abreast of the implementation of the resolutions of the Board of Directors; ?? ?? – 91 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article The scope of the duties and responsibilities of the Secretary The scope of the duties and responsibilities of the Secretary to the Board of Directors shall be as set forth below: to the Board of Directors shall be as set forth below: (1) to arrange and make preparations for meetings of (1) to arrange and make preparations for meetings of the Board of Directors and Shareholders’ General the Board of Directors and Shareholders’ Meeting Meeting to prepare meeting materials to arrange to prepare meeting materials to arrange relevant relevant meeting affairs to be responsible for meeting affairs to be responsible for meeting meeting minutes to ensure the accuracy of such minutes to ensure the accuracy of such minutes to minutes to keep meeting documents and minutes keep meeting documents and minutes to actively to actively keep abreast of the implementation keep abreast of the implementation of relevant of relevant resolutions; to report major issues resolutions; to report major issues encountered encountered in the course of implementation to the in the course of implementation to the Board of Board of Directors and to provide recommendations Directors and to provide recommendations in in respect thereof. respect thereof.???? (7) to be responsible for the management and (7) to be responsible for the management and conservation of the Company’s register of conservation of the Company’s register of shareholders register of directors the materials shareholders register of directors the materials about the number of shares held by major about the number of shares held by major shareholders and director equity records as well as shareholders and director equity records as well as the list of creditors of the Company’s outstanding the list of creditors of the Company’s outstanding debentures. 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.– 92 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article (8) to assist the directors and the President in their (9) to assist the directors and the senior management compliance with domestic and foreign laws in their compliance with domestic and foreign these Articles of Association and other relevant laws these Articles of Association and other regulations when they are exercising their relevant regulations when they are exercising their functions and powers; when he or she becomes functions and powers; when he or she becomes aware that the Company has adopted or could adopt aware that the Company has adopted or could adopt a resolution that violates relevant regulations he a resolution that violates relevant regulations he or she is under obligation to timely make the same or she is under obligation to timely make the same known and has the right to truthfully report the known and has the right to truthfully report the same to the CSRC and other regulators. same to the CSRC and other regulators. (10) to coordinate the provision of necessary information (9) to coordinate the provision of necessary information and data to the Company’s Supervisory Committee and data to the Company’s Supervisory Committee and other review organizations when they are and other review organizations when they are performing their monitoring functions and to assist performing their monitoring functions and to assist in the investigations on the performance by the in the investigations on the performance by the Company’s Financial Controller the Company’s Company’s Financial Controller the Company’s directors and the General Manager of their directors and the President of their fiduciary fiduciary duties.duties. (11) to be responsible for the management of changes in the Company’s shares and their derivatives. (12) to perform other functions and powers granted by the Board of Directors and other functions (10) to perform other functions and powers granted and powers required by laws of the place where by the Board of Directors and other functions Company shares are listed or by relevant rules of and powers required by laws of the place where the Stock Exchange.Company shares are listed or by relevant rules of the Stock Exchange.– 93 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 143: Article 131: The President shall be accountable to the Board of The General Manager shall be accountable to the Board Directors and exercise the following functions and powers: of Directors and exercise the following functions and powers: ?? ?? (7) to request the Board of Directors to engage or dismiss the Company’s Senior Vice President (7) to request the Board of Directors to engage or Vice President Chief Financial Officer and dismiss the Company’s Senior Deputy General General Counsel; Manager Deputy General Manager Chief Financial Officer and General Counsel; (8) to engage or dismiss management personnel other than those to be engaged or dismissed by the Board (8) to engage or dismiss management personnel other of Directors; 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 Board (10) to sit in the meetings of the Board of Directors; of 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 Committee. The Company shall have a Supervisory Committee. It is The Supervisory Committee is a regular supervisory responsible for supervising the Board of Directors and department established by the Company. It is its members as well as other senior management staff responsible for supervising the Board of Directors and to prevent them from abusing their powers or infringing its members as well as other senior management staff the legal interests of shareholders the Company and to prevent them from abusing their powers or infringing employees of the Company.the legal interests of shareholders the Company and employees of the Company.– 94 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 150: Article 138: The Supervisory Committee shall consist of five The Supervisory Committee shall consist of five supervisors. The external supervisors (refer to those supervisors including three shareholder representative supervisors who do not hold office in the Company the Supervisors and two employee representative same below) shall represent not less than 50 percent of the Supervisors. The number of the supervisors who represent members of the Supervisory Committee. The number of the employees in the Supervisory Committee shall be not the supervisors who represent the employees shall be not less than one-third of the number of supervisors.less than one-third of the number of supervisors.The term of office of a supervisor shall be 3 years. A The term of office of a supervisor shall be 3 years. A supervisor may serve consecutive terms if re-elected upon supervisor may serve consecutive terms if re-elected upon the expiration of his or her term.the expiration of his or her term.The Supervisory Committee shall have one chairman.The Supervisory Committee shall have one chairman. The appointment and dismissal of the Chairman of the The appointment and dismissal of the Chairman of the Supervisory Committee shall be subject to the affirmative Supervisory Committee shall be subject to the affirmative vote of the majority of the members of the Supervisory vote of at least two-thirds of the members of the Committee. The chairman of the Supervisory Committee Supervisory Committee. The chairman of the Supervisory shall organize the performance of the duties of the Committee shall organize the performance of the duties Supervisory Committee.of the Supervisory Committee.Article 151: Article 139: The members of the Supervisory Committee include The shareholder representative Supervisor shall be elected three shareholder representative Supervisors (including by the Shareholders’ Meeting; the employee representative qualified outside Supervisors the same below) and two Supervisor shall be elected by the employee representative employee representative Supervisors who represents congress.the employees. The shareholder representative Supervisor shall be elected by the Shareholders’ General Meeting; The Supervisory Committee shall according to its needs the employee representative Supervisor shall be elected establish its offices to be responsible for the daily work by the employee representative congress. of the Supervisory Committee.The Supervisory Committee shall according to its needs establish its offices to be responsible for the daily work of the Supervisory Committee.– 95 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 152: Article 140: The list of candidates for the position of supervisors The list of candidates for the position of supervisors who who represent the shareholders shall be put in the form represent the shareholders shall be put in the form of a of a motion before the Shareholders’ General Meeting motion before the Shareholders’ Meeting for resolution.for resolution. The candidates for the supervisors who The candidates for the supervisors who represent the represent the shareholders shall be nominated by the Board shareholders shall be nominated by the Board of Directors of Directors the Supervisory Committee and a shareholder the Supervisory Committee and a shareholder alone or alone or shareholders together holding at least 3 percent of shareholders together holding 1% or more shares of the Company’s shares and shall be elected and removed the Company and shall be elected and removed by the by the Shareholders’ General Meeting of the Company. Shareholders’ Meeting of the Company. The procedures The procedures for electing supervisors shall refer to for electing supervisors shall refer to the procedures for the procedures for electing non-independent directors electing non-independent directors in Article 97 of these in Article 109 of these Articles of Association and the Articles of Association and the provision of adopting provision of adopting the cumulative voting system for the cumulative voting system for electing directors or electing directors or supervisors in Article 110 of these supervisors in Article 98 of these Articles of Association.Articles of Association.Article 154: Article 142: The meeting of the Supervisory Committee shall be The meetings of the Supervisory Committee comprise convened at least once every six months. The chairman of regular meetings and extraordinary meetings and the Supervisory Committee shall convene and preside over regular meetings shall be convened at least four times meetings of the Supervisory Committee. If the chairman a year. The chairman of the Supervisory Committee shall of the Supervisory Committee is unable or fails to perform convene and preside over meetings of the Supervisory his or her duties a supervisor jointly selected by at least Committee. If the chairman of the Supervisory Committee one half of the supervisors shall convene and preside over is unable or fails to perform his or her duties a supervisor a meeting. jointly selected by the majority of the supervisors shall convene and preside over a meeting.– 96 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article The notice for convening a meeting of the Supervisory For convening the regular meetings and extraordinary Committee shall be served to all supervisors 7 days meetings of the Supervisory Committee the before the meeting in written form. administrative body of the 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 management (3) to supervise the directors and senior management in the performance of their Company duties and in the performance of their Company duties and to propose the dismissal of directors or senior to propose the removal of directors or senior management staff who violate laws administrative management staff who violate laws administrative regulations or breach these Articles of Association regulations or breach these Articles of Association or resolutions of the Shareholders’ General or resolutions of the Shareholders’ Meeting; Meeting; ?? ?? The Supervisory Committee shall independently report The outside supervisors shall independently report the the integrity and diligence performance of the Company’s integrity and diligence performance of the Company’s directors or senior management staff to the Shareholders’ senior management staff to the Shareholders’ General Meeting.Meeting.?? ?? Article 159: Article 147: Resolutions of the Supervisory Committee shall require Voting on resolutions of the Supervisory Committee the affirmative vote of at least two-thirds of the members shall be on the basis of one-person-one-vote. Resolutions of the Supervisory Committee for adoption. of the Supervisory Committee shall require the affirmative vote of the majority of all supervisors for adoption.– 97 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 163: Article 151: None of the following persons may serve as a director None of the following persons may serve as a director supervisor President or other senior management staff supervisor General Manager or other senior management of the Company: staff of the Company: (1) persons without capacity or with limited capacity (1) persons without capacity or with limited capacity for civil acts; for civil acts; (2) persons who were sentenced to criminal (2) persons who were sentenced to criminal punishment for the crime of corruption bribery punishment for the crime of corruption bribery misappropriation of property or diversion of misappropriation of property or diversion of property or for disrupting the order of the socialist property or for disrupting the order of the socialist market economy where not more than five years market economy where not more than five years have elapsed since the expiration of the period have elapsed since the expiration of the period of punishment; or persons who were deprived of of punishment; or persons who were deprived of their political rights for committing a crime where their political rights for committing a crime where not more than five years have elapsed since the not more 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 sentence where (3) persons who served as directors or factory not more than two years have elapsed since the directors or presidents who bear personal liability expiration of the period of probation; for the bankruptcy liquidation of their companies or enterprises where not more than three years (3) persons who served as directors or factory directors have elapsed since the date of completion of the or General Managers who bear personal liability bankruptcy liquidation; for the bankruptcy liquidation of their companies or enterprises where not more than three years (4) persons who served as the legal representatives of have elapsed since the date of completion of the companies or enterprises that had their business bankruptcy liquidation; licenses revoked for breaking the law where such representatives bear individual liability therefor (4) persons who served as the legal representatives of and not more than three years have elapsed since companies or enterprises that had their business the date of revocation of the business license; licenses revoked 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; – 98 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article (5) persons with comparatively large debts that have (5) persons with comparatively large debts that have fallen due but have not been settled; fallen due but have not been settled and were listed as dishonest persons subject to enforcement by (6) persons whose cases have been placed on the people’s court; 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 market prohibition against entering the securities market from the CSRC where the term of such penalties from the CSRC where the term of such penalties has not expired; has not expired; (12) persons who may not serve as a director supervisor (7) persons who may not serve as a director President or other senior management staff of the supervisor General Manager or other senior Company by virtue of laws and regulations of the management staff of the Company by virtue of State and the Listing Rules. laws and regulations of the State and the Listing Rules.?? ?? – 99 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 167: Article 155: The Company’s directors supervisors President and other The Company’s directors supervisors General senior management staff shall have an obligation in the Manager and other senior management staff shall have exercise of their rights or discharge of their obligations a fiduciary obligation to the Company take measures to to perform their acts with the care diligence and skill avoid any conflict of interest with the Company and not that a reasonably prudent person should exercise in utilize their positions to seek undue benefits.comparable circumstances including but not limited to the relevant Professional Moralities and Code of Conduct The Company’s directors supervisors General Manager for employees developed by the Company. and other senior management staff 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.– 100 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 168: Article 156: The Company’s directors supervisors President and other The Company’s directors supervisors General senior management staff must in the performance of their Manager and other senior management staff must in the duties and responsibilities abide by the fiduciary principle performance of their duties and responsibilities abide by and shall not place themselves in a position where their the fiduciary principle and shall not place themselves in a personal interests and their duties may conflict. This position where their personal interests and their duties may principle shall include but not be limited to the fulfillment conflict. This principle shall include but not be limited to of the following obligations: 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 (2) to exercise powers within the scope of their functions and powers and not to exceed such functions and powers and not to exceed such powers; powers; (3) to personally exercise the discretion vested in (3) to personally exercise the discretion vested in him or her and not allow himself or herself to him or her and not allow himself or herself to be manipulated by another person and unless be manipulated by another person and unless permitted by laws administrative regulations or permitted by laws administrative regulations or with the informed consent of the Shareholders’ with the informed consent of the Shareholders’ General Meeting not to delegate the exercise of Meeting not to delegate the exercise of his or her his or her discretion; discretion; (4) to accord equal treatment to shareholders of the (4) to accord equal treatment to shareholders of the same class and fair treatment to shareholders of same class and fair treatment to shareholders of different classes; different classes; – 101 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article (5) not to conclude a contract or enter into a (5) when entering into a contract or transaction with transaction or arrangement with the Company the Company directly or indirectly he or she except as otherwise provided in these Articles shall report the matters relating to the entering of Association or with the informed consent of of the contract or transaction to the Board of the 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 her own (6) not to use Company property for his or her own benefit in any way without the informed consent benefit in any way; of the Shareholders’ General Meeting; (7) not to use his or her functions and powers as a means to accept bribes or other forms of illegal (7) not to use his or her functions and powers as a income and not to illegally appropriate Company means to accept bribes or other forms of illegal property in any way including (but not limited income and not to illegally appropriate Company to) any opportunities that are advantageous to the property in any way including (but not limited Company; to) any opportunities that are advantageous to the Company; (8) not to accept commissions in connection with Company transactions without the informed (8) not to accept commissions in connection with consent of the Shareholders’ General Meeting; Company transactions; – 102 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article (9) to abide by these Articles of Association to (9) to abide by these Articles of Association to perform his or her duties faithfully to protect the perform his or her duties faithfully to protect the interests of the Company and not to use his or her interests of the Company and not to use his or her position functions and powers in the Company to position functions and powers in the Company to seek personal gain; seek personal gain; (10) not to compete with the Company in any (10) not to seek business opportunities belonging way without the informed consent of the to the Company for themselves or others by Shareholders’ General Meeting; utilizing their positions except for any of the following circumstances: i. after 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; 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; – 103 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article (11) not to divert Company funds or lend Company (12) not to divert Company funds or lend Company funds to others not to deposit Company assets funds to others not to deposit Company funds in or funds in accounts opened in his or her own or accounts opened in his or her own or in another in another name; not to lend Company property name; not to lend Company funds to others and to others and not to use Company property as not to use Company property as security for the security for the debts of other individuals without debts of other individuals without the consent of the consent of the Shareholders’ General Meeting the Shareholders’ Meeting or Board of Directors; or Board of Directors; (13) without the informed consent of the Shareholders’ (12) without the informed consent of the Shareholders’ Meeting not to disclose confidential information General Meeting not to disclose confidential relating to the Company that was acquired by information relating to the Company that was him or her during his or her tenure; and not to acquired by him or her during his or her tenure; use such information except in the furtherance and not to use such information except in the of the interests of the Company; however such furtherance of the interests of the Company; information may be disclosed to a court or other however such information may be disclosed to a competent government authorities if: court or other competent government 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 such director supervisor General Manager iii. required in the personal interest of such or other senior management staff of the director supervisor President or other Company.senior management staff of the Company.Income derived by the directors General Manager and Income derived by the directors President and other senior other senior management staff in breach of this Article management staff in breach of this Article shall belong to shall belong to the Company; and they shall be held liable the Company; and they shall be held liable for damages for damages if as a result of violating a regulation they if as a result of violating a regulation they cause the cause the Company to sustain a loss.Company to sustain a loss.– 104 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 169: Article 157: All directors supervisors and the secretary to the board All directors supervisors and the secretary to the board of directors shall attend the Shareholders’ General of directors shall attend the Shareholders’ Meeting of the Meeting of the Company and the President and other Company and the General Manager and other senior senior management shall be present at the meeting. The management shall be present at the meeting. The directors directors supervisors President and senior management supervisors General Manager and senior management staff shall provide explanations in response to the queries staff shall provide explanations in response to the queries and suggestions made by shareholders at a Shareholders’ and suggestions made by shareholders at a Shareholders’ General Meeting. Meeting.The directors President and senior management staff The Supervisory Committee may require directors shall provide true information and data to the Supervisory and senior management staff to submit reports on the Committee and not interfering with the Supervisory performance of their duties.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’ General Following the approval of the Shareholders’ Meeting Meeting the Company may purchase liability insurances the Company may purchase liability insurances for the for the directors supervisors President and other senior directors supervisors General Manager and other senior management staff unless the liability is caused by the management staff unless the liability is caused by the violation of the laws administrative regulations and rules violation of the laws administrative regulations and rules as well as these articles of association by the Company’s as well as these articles of association by the Company’s directors supervisors the President or other senior directors supervisors General Manager or other senior management staff. 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.– 105 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 185: Article 173: The Company shall formulate its own financial and The Company shall formulate its own financial and accounting systems in accordance with laws administrative accounting systems in accordance with laws administrative regulations and China’s accounting standards formulated regulations and relevant provisions formulated by the by the State Council’s department in charge of finance. State Council’s department in charge of finance.Article 186: Article 174: ???? The Company shall prepare financial reports at the end The Company shall prepare financial reports at the end of each fiscal year. Such reports shall be verified by an of each fiscal year. Such reports shall be audited by an accounting firm in accordance with the laws. accounting firm in accordance with the laws.???? Article 187: Article 175: The Board of Directors of the Company shall place The Board of Directors of the Company shall place before before the shareholders at each annual Shareholders’ the shareholders at each annual Shareholders’ Meeting General Meeting such financial reports as relevant laws such financial reports as relevant laws administrative administrative regulations and normative documents regulations and normative documents promulgated by the promulgated by the local government and the authorities- local government and the authorities-in-charge require in-charge require the Company to prepare. Such reports the Company to prepare. Such reports shall be subject shall be subject to verification. to audit.– 106 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 188: Article 176: The financial reports of the Company shall be made The financial reports of the Company shall be made available for inspection by shareholders 20 days prior to an available for inspection by shareholders 20 days prior to annual Shareholders’ General Meeting. Each shareholder an annual Shareholders’ Meeting. Each shareholder of of the Company shall have the right to obtain a copy of the Company shall have the right to obtain a copy of the the financial reports referred to in this Chapter. financial reports referred to in this Chapter.The Company will send the aforementioned financial Subject to the laws regulations and listing rules of the place reports to each holder of H shares by prepaid mail where Company’s shares are listed the aforementioned at the recipient’s address shown in the register of financial reports may be provided to shareholders by shareholders at least 21 days prior to an annual means as specified in Article 221 of these Articles of Shareholders’ General Meeting. Association.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 made After the Company has made up its losses and made allocations to its common reserves and statutory allocations to its statutory common reserves the common reserves the remaining profits of the Company remaining profits of the Company shall be distributed in shall be distributed in proportion to the shareholdings of proportion to the shareholdings of its shareholders. Shares its shareholders. Shares of the Company that are held by of the Company that are held by the Company itself shall the Company itself shall not participate in the distribution not participate in the distribution of profits.of profits.– 107 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 195: Article 183: Before making up its losses and made allocations to Before making up its losses and made allocations to the statutory common reserve the Company shall not the statutory common reserve the Company shall not distribute dividends or distribute profits to shareholders. distribute dividends or distribute profits to shareholders.If in violation of the preceding paragraph at the The Company’s dividend does not bear any interest unless Shareholders’ Meeting the Company distributed the Company fails to distribute relevant dividends to the profits to the shareholders before the Company has 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.– 108 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 197: Article 184: The Company’s common reserves (referring to the The Company’s common reserves (referring to the statutory reserve fund any fund and capital fund) shall statutory reserve fund any fund and capital fund) shall be used to make up the Company’s losses to expand be used to make up the Company’s losses to expand the Company’s production and operations or through the Company’s production and operations or through conversion into capital to increase the Company’s capital. conversion into capital to increase the Company’s capital.However the capital common reserve will not be used To make 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.– 109 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article When funds in the statutory common reserve are converted When funds in the statutory common reserve are converted into capital by the Company through the resolution at the into increase registered capital by the Company through Shareholders’ General Meeting the new shares shall be the resolution at the Shareholders’ Meeting the new shares issued according to the original proportion of shares held shall be issued according to the original proportion of by the shareholders or the par value of shares shall be shares held by the shareholders or the par value of shares increased. However in case that the statutory common shall be increased. However in case that the statutory reserve are converted into capital the remaining of the common reserve are converted into increase registered reserve shall not be less than 25 percent of the registered capital the remaining of the reserve shall not be less than capital of the Company before the conversion. 25 percent of the registered capital of the Company before the conversion.Article 206: Article 193: The Company shall appoint receiving agents for holders The Company shall appoint receiving agents for holders of overseas listed foreign investment shares to collect of overseas listed foreign investment shares to collect on behalf of the relevant shareholders the dividends on behalf of the relevant shareholders the dividends distributed and other moneys payable in respect of distributed and other moneys payable in respect of overseas listed foreign investment shares. overseas listed foreign investment shares.The receiving agents appointed by the Company shall meet The receiving agents appointed by the Company shall meet the requirements of the laws of the place or the relevant the requirements of the laws of the place or the relevant regulations of the stock exchange where shares are listed. regulations of the stock exchange where shares are listed.The receiving agents appointed by the Company for Under the premise of obeying the laws of China the the holders of overseas listed foreign investment shares Company has the right to forfeit the unclaimed dividends listed on the SEHK shall be trust companies registered subject to the expiry of the applicable relevant limitation under the Trustee Ordinance of Hong Kong. period.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.– 110 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 210: Article 197: The Company shall engage an independent accounting The Company shall engage an independent accounting firm that complies with relevant provisions of PRC laws firm that complies with relevant provisions of PRC laws to audit the annual financial reports and review other to audit the annual financial reports and review other financial reports of the Company make verification of financial reports of the Company make verification of net assets and provide other consulting-related services. net assets and provide other consulting-related 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.– 111 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 211: Article 198: The term of engagement of an accounting firm engaged by The term of engagement of an accounting firm engaged the Company is one year which shall commence upon the by the Company is one year which shall commence upon adjournment of the annual Shareholders’ General Meeting the adjournment of the annual Shareholders’ General of the Company and end upon the adjournment of the next Meeting of the Company and end upon the adjournment annual Shareholders’ General Meeting. The accounting of the next annual Shareholders’ General Meeting. The firm could be reappointed if the term is expired. accounting firm could be reappointed if 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.– 112 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 216: Article 203: The engagement dismissal or non-renewal of engagement The engagement dismissal or non-renewal of engagement of an accounting firm shall be decided upon by the of an accounting firm shall be submitted to the Board Shareholders’ General Meeting. If there are relevant of Directors for consideration after being considered provisions in the applicable laws administrative and approved by the majority of all members of the regulations and rules and/or the relevant listing Audit Committee and shall be decided upon by the rules the Company shall disclose such provisions Shareholders’ Meeting.of the Shareholders’ General Meeting on relevant newspapers or periodicals and describe the reasons The Company shall disclose information on the length for replacement if necessary as well as report them of service and audit fees of the accounting firm audit to the State Council authorities in charge of securities project partner and signing certified public accountant and Chinese Institute of Certified Public Accountants in its annual report. The Company shall annually for record. 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.– 113 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.– 114 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.– 115 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 218: Article 204: When the Company dismisses or does not renew the When the Company dismisses or does not renew the engagement of an accounting firm it shall give notice to engagement of an accounting firm it shall give notice to the accounting firm 10 days in advance. The accounting the accounting firm 10 days in advance. The accounting firm shall have the right to present its views before the firm shall have the right to present its views before the Shareholders’ General Meeting. If the accounting firm Shareholders’ Meeting. If the accounting firm believes that believes that the Company’s grounds for the dismissal the Company’s grounds for the dismissal or non-renewal or non-renewal of engagement of it are not justified it of engagement of it are not justified it shall appeal to shall appeal to the State Council authorities in charge the State Council authorities in charge of securities and of securities and Chinese Institute of Certified Public Chinese Institute of Certified Public Accountants. In Accountants. In case the accounting firm tenders the case the accounting firm tenders the resignation it shall resignation it shall describe to the Shareholders’ General describe to the Shareholders’ Meeting whether there is Meeting whether there is any improper matter. 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 – 116 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.– 117 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 219: Article 205: The Company may carry out mergers or divisions in The Company may carry out mergers or divisions in accordance with the laws. accordance with the laws.Upon the merger or division of the Company the Upon the merger or division of the Company the Company’s Board of Directors shall take necessary Company’s Board of Directors shall take necessary measures to protect the lawful rights and interests of the measures to protect the lawful rights and interests of the shareholders who oppose the proposal for the merger or shareholders who oppose the proposal for the merger or division of the Company. division of the 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.– 118 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 220: Article 206: ???? If the Company is involved in a merger the parties to the If the Company is involved in a merger the parties to the merger shall enter into a merger agreement. The parties merger shall enter into a merger agreement. The parties to the merger shall prepare a balance sheet and a property to the merger shall prepare a balance sheet and a property list. Within 10 days from the date of adoption of the list. Within 10 days from the date of adoption of the merger resolution the Company shall notify its creditors merger resolution the Company shall notify its creditors and within 30 days it shall make an announcement in and within 30 days it shall make an announcement in the newspapers. A creditor may within 30 days from the newspapers or on National Enterprise Credit the date of receipt of the written notice or if he did not Information Publicity System. A creditor may within receive a written notice within 45 days from the date of 30 days from the date of receipt of the notice or if he did the announcement require the Company to pay its debt to not receive a notice within 45 days from the date of the him in full or to provide commensurate security. announcement require the 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 agreement shall When the Company is divided a division agreement shall be signed by all parties involved in the division and it be signed by all parties involved in the division and it shall prepare a balance sheet and a property list. Within shall prepare a balance sheet and a property list. Within 10 days from the date of adoption of the resolution on the 10 days from the date of adoption of the resolution on the division the Company shall notify its creditors and within division the Company shall notify its creditors and within 30 days it shall make an announcement in the newspapers. 30 days it shall make an announcement in the newspapers or on National Enterprise Credit Information Publicity ?? System.?? – 119 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 223: Article 209: The Company shall be dissolved and liquidated in The Company shall be dissolved for the following accordance with the laws if: reasons: (1) the Shareholders’ General Meeting resolves to (1) the term of business provided for in these dissolve the Company; Articles of Association has expired or the occurrence of any other cause of dissolution (2) dissolution is necessary as a result of the merger provided for in these Articles of Association; or dissolution of the Company; (2) the Shareholders’ Meeting resolves to dissolve the (3) the Company is legally declared bankrupt Company; because it is unable to pay its debts as they fall due; (3) dissolution is necessary as a result of the merger or dissolution of the Company; (4) the Company has its business license revoked is ordered to close down or is shut down in (4) the Company has its business license revoked accordance with the law for breaching laws and is ordered to close down or is shut down in administrative regulations; accordance with the law for breaching laws and administrative regulations; (5) serious difficulties arise in the operation and management of the Company and its continued (5) serious difficulties arise in the operation and existence would cause material loss to the interests management of the Company and its continued of the shareholders and such difficulties cannot existence would cause material loss to the interests be resolved through other means in which case of the shareholders and such difficulties cannot shareholders holding at least 10 percent of all be resolved through other means in which case shareholders’ voting rights may petition a shareholders holding at least 10 percent of voting People’s Court to dissolve the Company. 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.– 120 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.– 121 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.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.– 122 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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 within The liquidation committee shall notify creditors within a a period of 10 days from the date of its establishment period of 10 days from the date of its establishment and and make announcements of the liquidation in the make announcements of the liquidation in the newspapers newspapers within 60 days. Claims shall be registered or on National Enterprise Credit Information Publicity by the liquidation committee. During the claim declaration System within 60 days. The creditors shall declare their period the liquidation committee may not pay any debts claims to the liquidation committee within 30 days to creditors. 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.– 123 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 227: Article 213: The liquidation committee shall exercise the following The liquidation committee shall exercise the following functions and powers during liquidation: functions and powers during liquidation: ???? (5) to liquidate claims and debts; (5) to liquidate claims and debts; (6) to dispose of the Company’s property remaining (6) to distribute the Company’s property remaining after the debts are paid in full; 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 and the If the Company is liquidated due to dissolution and the liquidation committee having inventoried the Company’s liquidation committee having inventoried the Company’s property and prepared a balance sheet and property list property and prepared a balance sheet and property list discovers that the Company’s property is insufficient to discovers that the Company’s property is insufficient to pay its debts in full it shall apply to the Peoples Court pay its debts in full it shall apply to the Peoples Court for a declaration of bankruptcy. for a bankruptcy liquidation.After the People’s Court has ruled to declare the Company After the People’s Court accepts a bankruptcy bankrupt the liquidation committee shall turn over the liquidation the liquidation committee shall turn over liquidation matters to the People’s Court. the liquidation matters to bankruptcy administrator appointed by the People’s Court.– 124 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION Original Article Amended Article Article 230: Article 216: Following completion of the liquidation of the Company Following completion of the liquidation of the Company the liquidation committee shall prepare a liquidation the liquidation committee shall prepare a liquidation report as well as revenue and expenditure statement report submit to the Shareholders’ Meeting or the and financial account books in respect of the People’s Court for confirmation and submit the same liquidation period and after verification thereof by to the company registrar apply for cancellation of the a PRC certified public accountant submit the same Company’s registration.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.– 125 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.– 126 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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.– 127 –APPENDIX I PARTICULARS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION 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 China which will come into effect on 1 July 2024 the reference to the “Shareholders’ General Meeting” in the relevantprovisions 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 Vice President” and “Vice President” mentioned in the relevant articles of the Articles of Association shall be amended to the “Manager” “Senior Deputy Manager” and “Deputy 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 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.– 128 –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 safeguard the legi t imate r ights and interes ts To safeguard the legi t imate r ights and interes ts of Aluminum Corporat ion of China Limited (the of Aluminum Corporat ion of China Limited (the “Company”) its Shareholders and creditors and to “Company”) i ts Shareholders and creditors and regulate the organization and activities of the General to regulate the organization and activit ies of the Meeting of the Company the Company formulated these Shareholders’ Meeting of the Company the Company Rules of Procedures (“these Rules”) in accordance with formulated these Rules in accordance with laws laws and regulations and normative documents such as regulations rules and normative documents such as the Company Law of the People’s Republic of China the Company Law of the People’s Republic of China (the “Company Law”) Mandatory Provisions for the (the “Company Law”) the Guidelines on Articles of Articles of Association of Companies to be Listed Association of Listed Companies the Guidelines for Overseas the Guidelines on Articles of Association of the Governance of Listed Companies and the Rules Listed Companies the Guidelines for the Governance of Shareholders’ Meetings of Listed Companies the of Listed Companies and the Rules of General Meetings listing rules of shares or securities of the stock exchanges of Listed Companies the listing rules of shares or where the Company’s share is listed (including the securities of the stock exchanges where the Company’s Shanghai Stock Exchange and The Stock Exchange ofshare is l is ted (including but not l imited to the Hong Kong Limited) (hereafter as “Relevant ListingShanghai Stock Exchange The Stock Exchange of Hong Rules”) as well as the Articles of Association ofKong Limited and the New York Stock Exchange) Aluminum Corporation of China Limited (the “Articles(hereafter as “Relevant Listing Rules”) as well as the of Association”).Articles of Association of Aluminum Corporation of China Limited (the “Articles of Association”).C H A P T E R I G E N E R A L P R O V I S I O N S O F Article 2: GENERAL MEETINGS The Shareholders’ Meeting is the highest organ Article 2: of authority of our Company and shall exercise its functions and powers in accordance with the laws.The General Meeting is the highest organ of authority of our Company and shall exercise its functions and CHAPTER I I GENERAL PROVISIONS OF powers in accordance with the laws. SHAREHOLDERS’ MEETINGS – 129 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING Original Article Amended Article Article 3: Article 3: The General Meeting may exercise the following The Shareholders’ Meeting may exercise the following functions and powers: functions and powers: (1) to decide on the operat ing pol ic ies and (1) to elect and remove directors and to fix the investment plans of the Company; remuneration of the relevant directors; (2) to elect and remove directors and to fix the (2) t o e l e c t a n d r e m o v e s u p e r v i s o r s (b e i n g remuneration of the relevant directors; Shareholders’ representatives) and to fix the remuneration of the relevant supervisors; (3) t o e l e c t a n d r e m o v e s u p e r v i s o r s (b e i n g Shareholders’ representatives) and to fix the (3) to examine and approve the reports of the Board remuneration of the relevant supervisors; of the Directors; (4) to examine and approve the reports of the Board (4) to examine and approve the reports of the of the Directors; Supervisory Committee; (5) to examine and approve the reports of the (5) to examine and approve the profit distribution Supervisory Committee; plans and loss recovery plans of the Company; (6) to examine and approve the proposed annual (6) to adopt resolutions on any increase or reduction financial budgets and final accounts of the of registered capital by the Company; Company; (7) to adopt resolutions on matters such as merger (7) to examine and approve the profit distribution division dissolution and liquidation of the plans and loss recovery plans of the Company; Company; (8) to adopt resolutions on any increase or reduction (8) to adopt resolutions on the issue of bonds of the of registered capital by the Company; Company; – 130 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING Original Article Amended Article (9) to adopt resolutions on matters such as merger (9) to adopt resolut ions on the appointments division dissolution and liquidation of the dismissals or non-reappointments of accounting Company; firms; (10) to adopt resolutions on the issue of bonds of the (10) to amend the Articles of Association; Company; (11) to make dec is ions on purchase or sa le of (11) to adopt resolut ions on the appointments substantial assets within one year of which the dismissals or non-reappointments of accounting amount exceed 25% of the Company’s latest firms; audited total assets; (12) to amend the Articles of Association; (12) to make decisions on guarantee matters subject to review and approval by Shareholders’ (13) to make dec is ions on purchase or sa le of Meeting as required by laws administrative substantial assets within one year of which the regulations departmental rules and the Article amount exceed 25% of the Company’s latest of Association of the Company; audited total assets; (13) to examine and approve changes of purpose of (14) to make decisions on guarantee matters subject the funds raised; to review and approval by General Meeting as required by laws administrative regulations (14) to consider and approve the employee stock departmental rules and the Article of Association ownership plan stock incentive plan or other of the Company; share-based compensation (such as allotment or share options etc.) granted to employees; (15) to examine and approve changes of purpose of the funds raised; (15) other matters the resolutions concerning which shal l be made by the General Meet ing as (16) to consider and approve the employee stock stipulated by laws administrative regulations ownership plan stock incentive plan or other department rules and the Articles of Association share-based compensation (such as allotment or of the Company.share options etc.) granted to employees; The Shareholders’ Meeting may delegate or entrust (17) other matters the resolutions concerning which re levant mat te rs to be handled by the Board of shall be made by the General Meeting as Directors. The Shareholders’ Meeting may delegate stipulated by laws administrative regulations resolution on the issuance of corporate bonds to the department rules and the Articles of Association Board of Directors.of the Company.The Shareholders’ General Meeting may delegate or entrust relevant matters to be handled by the Board of Directors.– 131 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING Original Article Amended Article Article 7: Article 7: General Meetings can be annual General Meetings Shareholders’ Meetings can be annual Shareholders’ or extraordinary General Meetings. Annual General Meetings or extraordinary Shareholders’ Meetings.Meetings are held once a year within six months after Annual Shareholders’ Meetings are held once a year the end of the previous financial year. In the event that within six months after the end of the previous financial the Company is unable to convene an annual General year. In the event that the Company is unable to convene Meeting within the period of time mentioned above the an annual Shareholders’ Meeting within the period of time Company shall report and explain to the relevant local mentioned above the Company shall report and explain to office of the China Securities Regulatory Commission the relevant local office of the China Securities Regulatory (“CSRC”) at the place where the Company is located Commission (“CSRC”) at the place where the Company and the stock exchange(s) on which its shares are is located and the stock exchange(s) on which its shares listed for trading explain the reasons and make public are listed for trading explain the reasons and make public announcement. announcement.The Board of Directors shall convene an extraordinary The Board of Directors shall convene an extraordinary shareholders’ general meeting within two months after shareholders’ meeting within two months after the the occurrence of any of the following circumstances: occurrence of any of the following circumstances: (1) the number of directors is less than the number (1) the number of directors is less than the number required by the Company Law or less than two- required by the Company Law or less than two- thirds of the number required by the Articles of thirds of the number required by the Articles of Association; Association; (2) the uncovered losses reach one third of the (2) the uncovered losses reach one third of the Company’s total paid share capital; Company’s total paid share capital; (3) where requested by shareholder(s) holding (3) where requested by shareholder(s) holding independently or collectively 10% or more of independently or collectively 10% or more of the Company’s shares (the number of shares held the Company’s shares (the number of shares held shall be the figure as at the date of the written shall be the figure as at the date of the written request from the shareholder); request from the shareholder); (4) the Board of Directors considers it necessary or (4) the Board of Directors considers it necessary or the supervisory committee proposes to hold such the supervisory committee proposes to hold such a meeting; a meeting; (5) other circumstances st ipulated by laws administrative regulations departmental rules or the Articles of Association.– 132 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING Original Article Amended Article Article 12: Article 12: When the Company convenes a General Meeting the When the Company convenes a Shareholders’ Meeting Board of Directors the Supervisory Committee and the the Board of Directors the Supervisory Committee and shareholder(s) independently or collectively holding the shareholder(s) independently or collectively holding more than 3% of the Company’s shares shall have the more than 1% of the Company’s shares shall have the right to present proposals to the Company. right to present proposals to the Company.A shareholder independently or collectively holding A shareholder independently or collectively holding more than 3% of the Company’s shares may submit more than 1% of the Company’s shares may submit provisional proposals and submit them to the General p r o v i s i o n a l p r o p o s a l s a n d s u b m i t t h e m t o t h e Meeting convener in writing before 10 days prior to Shareholders’ Meeting convener in writing prior to the meeting. The convener shall send a supplementary the meeting and the time for submitting provisional notice of the General Meeting to announce such proposals shall ensure that the Company sends or provisional proposals within 2 days after receipt thereof. provides the relevant notices and information to Shareholders no less than 10 working days prior to Except as provided by the preceding paragraph the the date of such meeting. The convener shall send a convener of a General Meeting shall not amend the supplementary notice of the Shareholders’ Meeting to proposed resolutions set out in the notice of the meeting announce such provisional proposals within 2 days after or add any new proposed. resolutions subsequent to the receipt thereof.issue of the notice of the General Meeting.Except as provided by the preceding paragraph the convener of a Shareholders’ Meet ing shal l not amend the proposed resolutions set out in the not ice of the meet ing or add any new proposed.resolutions subsequent to the issue of the notice of the Shareholders’ Meeting.– 133 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING Original Article Amended Article Article 14: Article 14: An announcement of a General Meeting to be held An announcement of a Shareholders’ Meeting to be by the Company shall be given by the convener to all held by the Company shall be given by the convener to shareholders whose names appear in the register of all shareholders whose names appear in the register of members 45 days before the meeting is held (including members 45 days before the meeting is held (including the date on which the meeting is held) specifying the the date on which the meeting is held) specifying the matters to be considered at and the date and place of matters to be considered at and the date and place of the meeting. A shareholder who intends to attend the the meeting. A shareholder who intends to attend the General Meeting shall deliver a written reply slip Shareholders’ Meeting shall deliver a written reply slip confirming his intention to attend the meeting to the confirming his intention to attend the meeting to the Company on the date set forth in the announcement. Company on the date set forth in the announcement.The Company shall calculate the number of voting For the holders of domestic shares notice of a shares represented by shareholders who intend to attend Shareholders’ Meeting shall be delivered by way of a General Meeting on the basis of the written replies it public announcement. The notice announcement shall has received before the date of the General Meeting. be 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 holders of H Shares notice of a Shareholders’ Meeting may be delivered or provided to holders of H shares 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.– 134 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING 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 meet ings may a lso be g iven by way of publ ic announcement . Such announcement sha l l be published in one or more 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.– 135 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING Original Article Amended Article Article 20: Article 19: Any shareholder entitled to attend and vote at the All shareholders registered on the share registration General Meeting shall have the right to appoint one or date or their proxies of the Shareholders’ Meeting several persons (who may not be shareholders) to act shall be entitled to attend the Shareholders’ Meeting as his or her proxy to attend and vote at the meeting on which shall not be denied by the Company and the his or her behalf. The proxy/proxies so appointed by the convener for any reason. Shareholders may attend shareholder shall exercise the following rights: the Shareholders’ Meeting in 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 right to appoint (2) have authority to demand or jointly with others one or several persons (who may not be shareholders) to in demanding a poll; act as his or her proxy to attend and vote at the meeting on his or her behalf. The proxy/proxies so appointed by (3) have the right to vote by hands or on a poll the shareholder shall exercise the following rights: unless otherwise required by the applicable listing rule of the listing place or other securities (1) have the same right as the shareholder to speak laws and regulations. Where more than one at the meeting; proxy is appointed the proxies may only 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 place or other securities 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 shall submit the power of attorney of shareholders to the Company and exercise the right to vote within the scope of authorization.– 136 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING Original Article Amended Article Article 26: Article 25: If a proxy attends the General Meeting on behalf of an Individual shareholders who attend the meeting in individual shareholder that proxy should produce his person shall present their personal identification or her identification documentation and the instrument documents or other valid documents or certificates signed by the shareholder appointing the proxy. If that can indicate their identity and shareholding the legal representative of a legal person corporate certificates. If a proxy attends the Shareholders’ shareholder appoints a proxy to attend the meeting Meeting on behalf of an individual shareholder that proxy should produce his or her identification that proxy should produce his or her identification documentat ion and the instrument s igned by the documentat ion and the instrument s igned by the relevant legal representative appointing the proxy. If shareholder appointing the proxy and shareholding a legal person corporate shareholder appoints a proxy certificates.as is authorized by the decision of its Board or other equivalent governing body to attend the meeting on Legal person corporate shareholders shal l be the shareholder’s behalf the proxy should produce represented at the meeting by the legal representative his identification documentation and the letter of or the proxy appointed by the legal representative.authorization issued by the relevant board or governing If the legal representative of a legal person corporate body of the legal person shareholders bearing the seal s h a r e h o l d e r a t t e n d s t h e m e e t i n g t h e l e g a l of the relevant legal person shareholders. All relevant representative shall provide his or her identification letters of appointment shall specify the date when it is documentation valid certificate proving his or issued. her qualification as a legal representative and shareholding certificates. If appointing a proxy to attend the meeting that proxy should produce his or her identification documentation and the instrument signed by the relevant legal representative and shareholding certificates. If 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 or governing body of the legal person shareholders bearing the seal of the relevant legal person shareholders. All relevant letters of appointment shall specify the date when it is issued.– 137 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING Original Article Amended Article Article 27: Article 26: The directors independent directors shareholders The directors independent directors shareholders holding more than one percent of the voting shares holding more than one percent of the voting shares or investor protection inst i tut ions established in or investor protection inst i tut ions established in accordance with laws administrative regulations accordance with laws administrative regulations or the provisions of the CSRC may act as soliciting or the provisions of the CSRC may act as soliciting parties either by themselves or by entrusting securities parties either by themselves or by entrusting securities companies or securities service institutions to publicly companies or securities service institutions to publicly request shareholders to appoint them to attend the request shareholders to appoint them to attend the General Meeting on their behalf and to exercise Shareholders’ Meeting on their behalf and to exercise shareholders’ rights such as proposal rights and voting shareholders’ rights such as proposal rights and voting rights on their behalf. If the collector openly collects the rights on their behalf. The soliciting parties shall rights of the Company’s shareholders the collector shall disclose the solicitation announcement and relevant comply with the requirements of the relevant regulatory solicitation documents in accordance with the law authorities and the stock exchange(s) on which the and regulations and the Company shall provide Company’s shares are listed. assistance. The soliciting parties shall 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 vot ing at the e lec t ion of d irectors 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.– 138 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING Original Article Amended Article Article 38: Article 38:............Shareholders who attend the meeting (including their Shareholders who attend the meeting (including their proxies) shall express one of the following opinions proxies) shall express one of the following opinions on the proposals submitted for voting: for against or on the proposals submitted for voting: for against or abstention. Any abstention votes or abstaining from abstention.voting shall not be counted as valid votes when the Company is counting the voting results of such resolution.– 139 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING 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 following 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 proxies) separately or jointly representing not less than 10% (including 10%) of al l shares carrying voting rights at the meeting.Unless otherwise provided by applicable listing rules of the listing places of the Company or other securit ies laws and regulations or a pol l 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.– 140 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING Original Article Amended Article New Article Article 39: 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.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. Any shareholders or their proxies who are related to the matter to be considered shall not participate in vote counting or scrutinizing.T h e v o t i n g r e s u l t s o f t h e r e s o l u t i o n s a t t h e 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.– 141 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING 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.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 42: Deleted In the case of an equality of votes whether on a show of hands or on a poll the Chairman of the meeting is entitled to have an extra casting vote.– 142 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING Original Article Amended Article Article 43: Article 42: The following matters shall be passed by ordinary The following matters shall be passed by ordinary resolutions of a General Meeting: resolutions of a Shareholders’ Meeting: (1) t o d e c i d e o n t h e b u s i n e s s p o l i c i e s a n d (1) to e lec t and change d i rec to rs and dec ide investment plans of the Company; on matters concerning the remuneration of directors; (2) to e lec t and change d i rec to rs and dec ide on matters concerning the remuneration of (2) to elect and change the supervisors who are directors; to be appointed from among the shareholders’ representatives and decide on matters concerning (3) to elect and change the supervisors who are the remuneration of supervisors; to be appointed from among the shareholders’ representatives and decide on matters concerning (3) to consider and approve reports of the Board of the remuneration of supervisors; Directors; (4) to consider and approve reports of the Board of (4) to consider and approve reports of the Supervisory Directors; Committee; (5) t o c o n s i d e r a n d a p p r o v e r e p o r t s o f t h e (5) to consider and approve the Company’s profit Supervisory Committee; distribution plans and plans for making up losses; (6) to consider and approve the Company’s annual financial budget plans and final accounting (6) to pass resolutions on the engagement dismissal plans; or nonrenewal of the engagement of accounting firms by the Company; (7) to consider and approve the Company’s profit distribution plans and plans for making up (7) to consider and approve changes in the use of losses; raising funds; (8) to pass resolutions on the engagement dismissal (8) the matters other than those required by laws or nonrenewal of the engagement of accounting administrative regulations or the Articles of firms by the Company; Association to be passed by special resolutions. (9) to consider and approve changes in the 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.– 143 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING Original Article Amended Article Article 46: Deleted T h e C o m p a n y m a y p r o v i d e c o n v e n i e n c e s t o 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 passed at The Company shall announce the resolutions passed the General Meeting in accordance with the applicable at the Shareholders’ Meeting in accordance with laws and relevant requirements of the stock exchange(s) the applicable laws and relevant requirements of the on which the Company’s shares are listed. stock exchange(s) 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 results The conclusion of on-site Shareholders’ Meeting the Company counting officers scrutinizers major shall not be earlier than the Shareholders’ Meeting shareholders internet service provider and other via internet or by other ways.relevant parties in relation to voting at on-site General Meeting online or by other means shall be obliged to Prior to the formal announcement of voting results keep the voting results confidential. the Company counting officers scrutinizers major shareholders internet service provider and other re levant par t ies in re la t ion to vo t ing a t on-s i te Shareholders’ Meeting online or by other means shall be obliged to keep the voting results confidential.– 144 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING Original Article Amended Article Article 51: Article 49: In the event that the votes are counted at the General Shareholders’ Meeting shall have minutes which Meeting the counting results shall be recorded in the sha l l be taken by the secretary of the Board minutes of the meeting. of Directors and shal l be s igned by di rectors supervisors secretary to the Board of Directors the The minutes of the General Meetings shall be recorded convener or their representative and host (Chairman of by the secretary to the Board of Directors and signed the meeting) attending the meeting.by directors supervisors secretary to the Board of Directors the convener or their representative and host Resolutions passed at the Shareholders’ Meeting shall (Chairman of the meeting) attending the meeting. be produced in resolutions of the meeting. Minutes and resolutions of the meeting shall be produced in Chinese.Resolutions passed at the General Meeting shall be The minutes and resolutions of the meeting together produced in a summary of the meeting. Minutes and with the attendance book for attending shareholders’ summaries of the meeting shall be produced in Chinese. signing and the proxy forms for proxies attending the The minutes of the meeting together with the attendance meeting valid information of voting on the internet book for shareholders’ signing and the proxy forms and other voting methods (if any) shall be kept at the for proxies attending the meeting shall be kept at the domicile of the Company for a term not less than 10 domicile of the Company for a term not less than 10 years.years.Article 54 Deleted The resolut ions of the General Meet ing shal l b e a n n o u n c e d i n a t i m e l y m a n n e r a n d t h e a n n o u n c e m e n t s h a l l i n d i c a t e t h e n u m b e r o f 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 voting results of each resolution and detailed contents of each passed resolution.– 145 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING Original Article Amended Article Article 69: Article 66: F o r a n y m a t t e r s n o t c o n t a i n e d h e r e i n o r a n y F o r a n y m a t t e r s n o t c o n t a i n e d h e r e i n o r a n y discrepancies between these Rules and the relevant discrepancies between these Rules and the relevant laws adminis t ra t ive regula t ions o ther re levant laws administrative regulations rules normative normative documents listing rules of the listing places documents l is t ing rules of the l is t ing places of of the Company and the provisions of the Articles of the Company and the provisions of the Articles of Association the laws administrative regulations other Association the laws administrative regulations rules relevant normative documents listing rules of the normative documents listing rules of the listing places listing places of the Company and the provisions of the of the Company and the provisions of the Articles of Articles of Association shall prevail. Association shall prevail.Article 70: Article 67: These Rules forms an appendix to the Company’s These Rules forms an appendix to the Company’s Articles of Association. These Rules is prepared by the Articles of Association. These Rules is prepared by the Board of Directors and shall become effective after Board of Directors and interpreted by the Board of being approved by the General Meeting by way of a Directors.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 resolution.The Board of Directors is authorized to interpret these Rules by the General Meeting.– 146 –APPENDIX II PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR SHAREHOLDERS’ MEETING Original Article Amended Article 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.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 “General Manager” and “DeputyGeneral 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 .– 147 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 1: Article 1: These rules are hereby formulated in accordance with These rules are hereby formulated in accordance relevant laws regulations and normative documents with relevant laws regulations rules and normative such as the Company Law of the People’s Republic of documents such as the Company Law of the People’s China Securities Law of People’s Republic of China Republic of China Securities Law of People’s Republic Mandatory Provisions of Articles of Association of of China CSRC Guidelines for Articles of Association Companies Listed Overseas CSRC Guidelines for of Chinese Listed Companies Code of Corporate Articles of Association of Chinese Listed Companies Governance for Listed Companies in China the listing Code of Corporate Governance for Listed Companies rules of shares or securities of the stock exchanges in China the listing rules of shares or securities of the where the Company’s share is listed (including the stock exchanges where the Company’s share is listed Shanghai Stock Exchange and The Stock Exchange of(including the Shanghai Stock Exchange The Stock Hong Kong Limited) (hereafter as “Relevant ListingExchange of Hong Kong Limited and the New York Rules”) and Articles of Association of AluminumStock Exchange) (hereafter as “Relevant Listing Corporation of China Limited (hereinafter referredRules”) and Articles of Association of Aluminum to as the “Articles of Association”) with the purpose Corporation of China Limited (hereinafter referred of improving the corporate governance structure of to as the “Articles of Association”) with the purpose Aluminum Corporation of China Limited (hereinafter of improving the corporate governance structure of referred to as the “Company”) ensuring that the Board Aluminum Corporation of China Limited (hereinafter of Directors can make the effective demonstration referred to as the “Company”) ensuring that the Board scientific and prudent decisions and standardizing the of Directors can make the effective demonstration working procedures of the Board of Directors.scientific and prudent decisions and standardizing the working procedures of the Board of Directors.– 148 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 4: Article 4: The Board of Directors shall be composed of 9 directors. The Board of Direc tors sha l l be composed of 9 The outside directors (herein meaning the non-executive directors. The outside directors (herein meaning the directors and independent non-executive directors) shall other directors other than executive directors represent more than 50 percent of the members of the the same hereinafter) shall represent more than 50 Board of Directors; the independent directors (herein percent of the members of the Board of Directors; the meaning those directors who are independent to the independent directors (herein meaning those directors shareholders and do not hold office in the Company) who do not hold positions other than directorships in shall represent one third or more of the members of the the Company and do not have any direct or indirect Board of Directors. A director can be engaged as the interests with the Company its major shareholders part-time senior management staff of the Company; or any other relationship that may affect their however the number of the directors serving as the independent and objective judgment and who are part-time senior management staff shall not exceed one recognized as independent directors by the stock half of the Company’s total number of directors. exchange where the Company is listed the same hereinafter) 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 part-time senior management staff of the Company; however the number of the directors serving as the part-time 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 chairman and The Board of Directors shall include one chairman and one vice chairman (if needed) who shall be elected and one vice chairman (if needed) who shall be elected and dismissed by more than half of all the directors. The removed by more than half of all the directors. The Chairman of the Board and the Vice Chairman of the Chairman of the Board and the Vice Chairman of the Board (if any) shall serve terms of three years and may Board (if any) shall serve terms of three years and may serve consecutive terms if reelected. serve consecutive terms if reelected.– 149 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 10: Article 10: Directors shall possess the following qualifications: Directors shall possess the following qualifications: (1) bachelor degree or above; (1) bachelor degree or above; (2) relatively high professional level relatively (2) relatively high professional level relatively comprehens ive and abundant opera t iona l comprehensive and abundant operational experience e x p e r i e n c e a n d b u s i n e s s m a n a g e m e n t and business management capabilities or working capabilities; experience in law economics accounting finance and management etc.; ?? ?? – 150 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 11: Article 11: None of the following persons may serve as a director None of the following persons may serve as a director of the Company: of the Company: (1) persons without capacity or with limited capacity (1) persons without capacity or with limited capacity for civil acts; for civil acts; (2) pe r sons who were sen tenced to c r imina l (2) pe r sons who were sen tenced to c r imina l punishment for the crime of corruption bribery punishment for the crime of corruption bribery misappropriation of property or diversion of misappropriation of property or diversion of property or for disrupting the order of the property or for disrupting the order of the socialist market economy where not more than socialist market economy where not more than five years have elapsed since the expiration of five years have elapsed since the expiration of the period of punishment; or persons who were the period of punishment; or persons who were deprived of their political rights for committing deprived of their political rights for committing a crime where not more than five years have a crime where not more than five years have elapsed since the expiration of the period of elapsed since the expiration of the period of deprivation; deprivation; or persons who were given a suspended sentence where not more than two (3) persons who served as directors or factory years have elapsed since the expiration of the directors or managers who bear personal period of probation; liability for the bankruptcy liquidation of their companies or enterprises where not more (3) persons who served as directors or factory than three years have elapsed since the date of d i rectors or general managers who bear completion of the bankruptcy liquidation; personal liability for the bankruptcy liquidation of their companies or enterprises where not (4) persons who served as the legal representatives of more than three years have elapsed since the companies or enterprises that had their business date of completion of the bankruptcy liquidation; licenses revoked for breaking the law where such representatives bear individual liability therefor and (4) persons who served as the legal representatives of not more than three years have elapsed since the date companies or enterprises that had their business of revocation of the business license; licenses revoked 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; – 151 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (5) persons with comparatively large debts that have (5) persons with comparatively large debts that fallen due but have not been settled; have fallen due but have not been settled and were listed as dishonest persons subject to (6) persons whose cases have been placed on the enforcement by the people’s court; docket and are being investigated by the judicial authorities for being suspected of a crime for (6) A person who has been given penalt ies of violation of the criminal law and such cases are prohibit ion against entering the securi t ies still pending; market from the China Securities Regulatory Commission (the “CSRC”) and the term of such (7) n a t i o n a l c i v i l s e r v a n t s a n d t h e p u b l i c penalties has not expired; institutions’ staff that are subject to the similar management of the national civil (7) persons who are publicly identified by stock servants; exchanges as not appropriate for serving as directors of listed companies and the term of (8) persons who may not serve as leaders of which has not yet expired; enterprises by virtue of laws or administrative regulations and rules; (8) any circumstance under which a person may not hold the position of director specified in (9) persons ruled by a competent authority to have the laws administrative regulations Relevant violated securities-related regulations where List ing Rules as wel l as these Art ic les of such violation involved fraudulent or dishonest Association.acts and not more than five years have elapsed since the date of the ruling; (10) A person who has been given penalt ies of prohibit ion against entering the securi t ies market from the China 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 Lis t ing Rules as wel l as these Art ic les of Association.– 152 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 12: Article 12: Directors shall fulfill the duty of loyalty to the Company Directors shall fulfill the duty of loyalty to the Company and comply with the laws administrative regulations and comply with the laws administrative regulations and rules as well as these Articles of Association of and rules as well as these Articles of Association of the Company and shall faithfully perform their duties the Company and shall faithfully perform their duties based on and maintain the interests of the Company. based on and maintain the interests of the Company.Directors shall not damage the interests of the Company Directors shall not damage the interests of the Company for the sake of the interests of the actual controller for the sake of the interests of the actual controller shareholders and employees of the listed companies shareholders and employees of the listed companies themselves or other third parties. Where their own themselves or other third parties. Where their own interests are in contradiction with the interests of the interests are in contradiction with the interests of the shareholders then their action principle shall be the shareholders then their action principle shall be the maximum benefit of the Company and the shareholders. maximum benefit of the Company and the shareholders.Directors shall: Directors shall: (1) exercise powers within the scope of their (1) exercise powers within the scope of their functions and powers and not to exceed such functions and powers and not to exceed such powers; powers; (2) n o t c o n c l u d e a c o n t r a c t o r e n t e r i n t o a (2) not conclude a contract or enter into a transaction transaction or arrangement with the Company or arrangement with the Company directly or except as otherwise provided in these Articles of indirectly except as otherwise provided in these Association or with the informed consent of the Articles of Association or with the informed Shareholders’ General Meeting; consent of the Shareholders’ Meeting; (3) not take advantage of insider information to The provisions of the preceding paragraph seek personal gains or the interests for other shall apply to the entering of contracts or individuals; transactions with the Company by close family members of the Board of Directors (4) not operate on their own or operate for others enterprises directly or indirectly controlled by the same category of business as the Company the directors or their close family members they are serving or to engage in activities which and associates who have other affiliations damage the interests of the Company; with the directors. (3) not take advantage of insider information to seek personal gains or the interests for other individuals; – 153 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (5) not use his or her functions and powers as (4) not operate on their own or operate for others a means to accept bribes or other forms of the same category of business as the Company illegal income and not to illegally appropriate they are serving or to engage in activities Company proper ty in any way inc luding which damage the interests of the Company but not limited to any opportunities that are before reporting to the Board of Directors advantageous to the Company; or the Shareholders’ Meeting and passing the resolution at the Board meeting or the (6) not divert Company funds; Shareholders’ Meeting in accordance with the provisions of the Articles of Association; (7) not take advantage of their functions and powers to seek commercial opportunities for themselves (5) not use his or her functions and powers as or other individuals which should belong to the a means to accept bribes or other forms of Company; illegal income and not to illegally appropriate Company proper ty in any way inc luding (8) not accept commissions in connection with but not limited to any opportunities that are Company transactions without the informed advantageous to the Company; consent of the Shareholders’ General Meeting; (6) not divert Company funds; (9) not deposit Company funds in their own personal accounts or in the personal accounts of other (7) not take advantage of their functions and powers individuals; to seek commercial opportunities for themselves or other individuals which should belong to (10) not lend Company funds to others and not use the Company except for any of the following Company property as security for the debts of circumstances: Company’s shareholders or other individuals wi thout the consent o f the Shareholders’ i. a f t e r r e p o r t i n g t o t h e B o a r d o f General Meeting or the Board of Directors; Directors or the Shareholders’ Meeting and passing the resolution at the Board meeting or the Shareholders’ Meeting in accordance with the provisions of the Articles of Association; ii. w h e r e t h e C o m p a n y c a n n o t t a k e s u c h b u s i n e s s o p p o r t u n i t y i n accordance with the provis ions of laws administrative regulations or the Articles of Association; – 154 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (11) ( w i t h o u t t h e i n f o r m e d c o n s e n t o f t h e (8) not accept commissions in connection with Shareholders’ General Meeting not disclose Company transactions; confidential information which is material or share-price sensitive relating to the Company (9) not deposit Company funds in their own personal that was acquired by him or her during his or her accounts or in the personal accounts of other tenure; and not use such information except in individuals; the furtherance of the interests of the Company; however such information may be disclosed to a (10) not lend Company funds to others and not use court or other competent government authorities Company property as security for the debts of if: Company’s shareholders or other individuals without the consent of the Shareholders’ Meeting i. provided for by law; or the Board of Directors; ii. required in the public interest; (11) ( w i t h o u t t h e i n f o r m e d c o n s e n t o f t h e Shareholders’ Meeting not disclose confidential iii. requi red in the personal leg i t imate information which is material or share-price interest of such director. sensitive relating to the Company that was acquired by him or her during his or her tenure; (12) fulf i l l other obl igat ions imposed by laws and not use such information except in the administrative regulations and rules as well as furtherance of the interests of the Company; these Articles of Association. however such information may be disclosed to a court or other competent government authorities if: i. provided for by law; ii. required in the public interest; iii. requi red in the personal leg i t imate interest of such director. (12) fulf i l l other obl igat ions imposed by laws administrative regulations and rules as well as these Articles of Association.– 155 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 16: Article 16: ???? If a director fails to personally attend a meeting of If a director fails to personally attend a meeting of the Board of Directors and to appoint another director the Board of Directors and to appoint another director to attend the meetings on his or her behalf on two to attend the meetings on his or her behalf on two consecutive occasions he or she shall be deemed unable consecutive occasions he or she shall be deemed unable to perform his or her duties and the Board of Directors to perform his or her duties and the Board of Directors shall propose to the Shareholders’ General Meeting that shall within 30 days from the date of occurrence he or she be replaced. of such fact propose to convene a Shareholders’ Meeting to remove such director from his or her ?? office.?? – 156 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 18: Article 18: If the resignation of a director causes the number of When a director resigns his or her resignation shall occupied seats on the Board of Directors to fall below be effective upon his or her written resignation being the statutory minimum his or her written resignation received by the Company. However the director shall enter into effect only upon the new director shall continue to perform his or her duties under the taking up the vacancy left by his or her resignation. following circumstances: The Board of Directors shall convene an extraordinary Shareholders’ General Meeting as soon as possible to (1) If the resignation of a director causes the number elect a director to fill the vacancy left by the resignation of occupied seats on the Board of Directors of the director. Unti l the Shareholders’ General to fal l below the statutory minimum such Meeting has passed a resolution on electing a director director shall continue to perform his or her the powers of the resigning director and the remaining duties. The Board of Directors shall convene directors shall be subject to reasonable restrictions. an extraordinary Shareholders’ Meeting as soon as possible to elect a director to fill the vacancy If the resignation of an independent director causes left by the resignation of the director. Until the the number of independent directors or the number of Shareholders’ Meeting has passed a resolution occupied seats on the Board of Directors to fall below on e lec t ing a d i rec tor the powers o f the the statutory minimum or the minimum required by the resigning director and the remaining directors Articles of Association the incumbent director shall shall be subject to reasonable restrictions.continue to perform his or her duties as an independent director in accordance with laws administrat ive (2) If the resignation of an independent director regulations and these Articles of Association until causes the number of independent directors or the incoming director assumes his or her position. the number of occupied seats on the Board of The Board of Directors shall convene a Shareholders’ Directors to fall below the statutory minimum General Meeting within two months to re-elect the or the minimum required by the Articles of independent directors; if the Board of Directors fails Association such independent director who to convene a shareholders’ general meeting the tendered his resignation shall continue to independent directors may not perform their duties. perform his or her duties as an independent director in accordance with laws administrative Except in the circumstance specified in the preceding regulations and these Articles of Association paragraphs a director’s resignation shall be effective until the re-elected director assumes his or her upon his written resignation being served on the position. The Board of Directors shall convene Board of Directors. a Shareholders’ Meeting within two months to re-elect the independent directors; if the Board of Directors fails to convene a shareholders’ meeting the independent directors may not perform their duties.– 157 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 23: Article 23: If a resolution of the Board of Directors is in violation If a resolution of the Board of Directors is in violation of laws administrative regulations or these Articles of of laws administrative regulations or these Articles of Association thereby causing the Company to sustain a Association thereby causing a loss to the Company loss the directors who took part in the resolution shall the directors who took part in the resolution shall be be liable to the Company for damages. However if a liable to the Company for damages. However if a director is proved to have expressed his opposition to director is proved to have expressed his opposition to and voted against such resolution when it was put to the and voted against such resolution when it was put to the vote and such opposition is recorded in the minutes of vote and such opposition is recorded in the minutes of the meeting such director may be released from such the meeting such director may be released from such liability. liability.Article 25: Article 25: ???? The outside directors shall have sufficient time and the The directors shal l have suff ic ient t ime and the necessary knowledge and ability to perform their duties. necessary knowledge and ability to perform their The Company must provide necessary information to duties. The Company must provide necessary working outside directors for performing their duties. Among conditions and information to directors for performing them the independent directors may directly report their duties. Among them the independent directors to the Shareholders’ General Meeting the CSRC and may directly report to the Shareholders’ Meeting the other relevant departments. CSRC and other relevant departments.– 158 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING 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) having not been subject to any administrative penalty by China Securit ies 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 market by the China Securities Regulatory Commission which has not been lifted; (4) having not been during the period that is publicly identified 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 for the nomination of directors are considered.– 159 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING 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.– 160 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 27: Article 27: The following procedures shall be followed for selecting The following procedures shall be followed for selecting the non-independent directors: the non-independent directors: (1) The consent of the nominee shall be obtained (1) The consent of the nominee shall be obtained before the nominator nominates him or her for before the nominator nominates him or her for the position of non-independent director; the the position of non-independent director; the nominator(s) shall be fully aware of the basic nominator(s) shall be fully aware of the basic information of the nominee including but not information of the nominee including but not limited to his or her occupation educational limited to his or her educational background background title career details listed companies work experience and part-time jobs; whether once se rved a l l o f h i s o r her concur ren t he or she has any connected relationship with positions etc. and shall be liable to provide any of the Company’s Directors Supervisors such written materials to the Shareholders’ senior management de facto controllers or General Meeting. The candidate shall make a Shareholders holding more than 5%of the written commitment to the Company agree to Company’s shares; and whether he or she accept the nomination promise that the publicly has any types of situations which make him disclosed information about candidates is true or her inappropriate to serve as a Director of and complete and guarantee that they will the Company; and details of the Company’s earnestly perform their duties if being selected. shares held by him or her. The Company shall disclose the foregoing information of the (2) The candidates for directors shall answer the candidate for director in detail. shareholders’ questions at 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 theirduties and submit “Directors’ Declaration andUndertaking” or other similar documents to the Stock Exchange after they are appointed.– 161 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (3) If the candidate for the non-independent director (2) If the candidate for the non-independent director i s nominated before the board meet ing is i s nominated before the board meet ing is convened if otherwise provided in accordance convened if otherwise provided in accordance with provisions in the applicable laws and with provisions in the applicable laws and regulations and/or the Listing Rules or other regulations and/or the Listing Rules or other securities laws and administrative regulations securities laws and administrative regulations the written materials of the nominee described the written materials of the nominee described in item (1) of this Article shall be announced in item (1) of this Article shall be announced together with the resolution of the Board of together with the resolution of the Board of Directors in accordance with such provisions. Directors in accordance with such provisions. (4) If a shareholder or the Supervisory Committee (3) If a shareholder or the Supervisory Committee who is consistent with the conditions stipulated who is consistent with the conditions stipulated in the Articles of Association put(s) forth an in the Articles of Association put(s) forth an extempore motion for the election of a non- extempore motion for the election of a non- independent director to the Shareholders’ independent director to the Shareholders’ General Meeting the written notice of the Meeting the written notice of the intention intention to nominate a candidate for the position to nominate a candidate for the position of of non-independent director and of the nominee non-independent director and of the nominee indicating his or her willingness to accept the indicating his or her willingness to accept the nomination as well as relevant written materials nomination as well as relevant written materials on the nominee as mentioned in above in item (1) on the nominee as mentioned in above in item of this Article shall be delivered to the Company (1) of this Article shall be delivered to the at least 15 working days before the date of the Company within a reasonable time before Shareholders’ General Meeting. the date of the Shareholders’ Meeting to enable the Company to deliver or provide the re levant not ice and informat ion 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’ M e e t i n g d i s c u s s i n g t h e e l e c t i o n a n d 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.– 162 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING 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 The Company’s Board of Directors shall have the independent directors. The members of the Company’s independent directors. The members of the Company’s Board of Directors shall include one third or more Board of Directors shall be at least 3 and include one independent directors of which one shall be served by third or more independent directors of the Board of the person with experience in accounting or financial Directors and at least one accounting professional management as required by the Listing Rules. shall be included.– 163 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 30: Article 30: A person holding the position of independent non- A person holding the position of independent non- executive director shall satisfy the basic conditions set executive director shall satisfy the basic conditions set forth below: forth below: (1) having the qualifications to hold the position of (1) having the qualifications to hold the position of director of the listed Company in accordance director of the listed Company in accordance with laws and administrative regulations and with laws and administrative regulations and rules; rules; (2) having the independence required by relevant (2) having the independence required by securities laws administrative regulations and the Listing regulatory authorities and stock exchange and Rules; the Listing Rules; (3) having a basic knowledge of the operation of (3) having a basic knowledge of the operation of listed companies and being familiar with relevant listed companies and being familiar with relevant laws administrative rules regulations and rules laws administrative rules regulations normative (including but not limited to applicable accounting documents and listing rules etc.; standards); (4) having at least five years of experience in law (4) having at least five years of experience in law economics accounting finance management economics accounting finance management non-ferrous metals industry or other work non-ferrous metals industry or other work experience required for performing the duties experience required for performing the duties and responsibilities of an independent director; and responsibilities of an independent director; (5) excelling in virtue having no bad records (5) other conditions stipulated in these Articles of such as major breach of trust; Association. (6) o t h e r c o n d i t i o n s s t i p u l a t e d u n d e r l a w s administrative rules regulations normative documents and these Articles of Association.– 164 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 31: Article 31: The independent director must have the independence The independent director must maintain his/her provided in the appl icable laws adminis t ra t ive independence. The following persons may not serve as regulations and rules regulations or the Articles of independent directors: Association and/or the relevant Listing Rules the fol lowing persons may not serve as independent ......directors: (4) persons who hold positions in the controlling...... shareholder de facto controller of the Company and their subsidiaries and their immediate (4) persons who hold positions in the de facto family members; 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 e g a l (5) persons who provide financial legal consultancy consultancy sponsoring or other such services or other such services to the Company and its to the Company and its controlling shareholders controlling shareholders or their respective d e f a c t o c o n t r o l l e r o r t h e i r r e s p e c t i v e subsidiaries including all members of the project subsidiaries including but not limited to all team reviewers at all levels persons who sign members of the project team reviewers at all the report partners and main responsible persons levels persons who sign the report partners of the intermediary institutions that provide directors senior management staff and main services; responsible persons etc. of the intermediary institutions that provide services; (6) a person who serves as a director supervisor or senior management officer in an entity that has (6) a person who has material business dealings with material business dealings with the Company and the Company and its controlling shareholder de its controlling shareholders or their respective facto controller or their respective subsidiaries subsidiaries or a person who serves as a director or a person who holds a position in the entity supervisor or senior management officer in the which has material business dealings and the controlling shareholders of such entity; controlling shareholder(s) de facto controller of such entity; (7) persons who at any time during the immediately preceding period of one year have fallen into (7) persons who at any time during the immediately any of the six categories listed above; preceding period of 12 months have fallen into any of the items no. (1) to (6) listed above; – 165 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (8) other persons that the authorities in charge (8) other persons that the laws administrative of securities and the stock exchanges specify regulations rules normative documents and are not independent or may not serve as an listing rules and the Articles of Association independent non-executive director; specify are not independent. (9) other personnel stipulated in the Articles of The subsidiaries of the controlling shareholders and Association. de facto controller of the 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 of independent directors of current session on annual basis and issue specific opinions for disclosure together with the annual report.– 166 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 32: Article 33: T h e n o m i n a t i o n e l e c t i o n a n d r e p l a c e m e n t o f T h e n o m i n a t i o n e l e c t i o n a n d r e p l a c e m e n t o f independent directors shall be carried out in accordance independent directors shall be carried out in accordance with the laws and norms: with the laws and norms: (1) The candidates for the Company’s independent (1) 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 shares Company and shall be decided through election of the Company and shall be elected by the by the Shareholders’ General Meeting; Shareholders’ Meeting. The nominator shall not nominate a person with whom he/she has an interest or any other closely related person whose independent performance of duties is likely to be impaired as a candidate f o r i n d e p e n d e n t d i r e c t o r . A n i n v e s t o r 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; – 167 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (2) The consent of the nominee shall be obtained (2) The consent of the nominee shall be obtained before the nominator nominates him or her before the nominator nominates him or her for the position of independent director; the for the position of independent director; the nominator(s) shall be fully aware of the basic nominator(s) shall be fully aware of such details informat ion of the nominee’s occupat ion of the nominee as his or her occupation i nc lud ing bu t no t l imi t ed to educa t iona l educational background professional title background professional tit le and detailed and detailed work experience all the part- work experience as well as all the part-time time position whether he or she has a major position and shall be liable to provide the breach of trust and other records of bad written documents about the above-mentioned behaviors etc. and comment on meeting the information to the Shareholders’ General independence and other conditions for being Meeting. The candidates shall make a written an independent director. The nominee(s) shall commitment to the Company that they agree make a public statement on their fulfilment to accept the nomination and promise that the of the independence and other conditions publicly disclosed information about candidates for be ing an independent d irector. The is true and complete and to guarantee that they candidates shall make a written commitment will earnestly perform their duties if being to the Company that they agree to accept the selected; nominat ion and promise that the publ ic ly disclosed information about candidates is true (3) The nominator(s) shall express his/its/their accurate and complete and to guarantee that opinions on the nominee’s qualifications for they will earnestly perform their duties if being holding the position of independent director selected; and his or her independence; if otherwise provided in accordance with the applicable (3) If the candidate for the independent director is Listing Rules or other securities laws and nominated before the board meeting is convened regulations the nominee shall make a public i f o therwise provided in accordance wi th statement to the effect that no relationship provisions in the applicable laws and regulations exists between himself or herself and the and/or the Listing Rules or other securities laws Company that could affect his or her making and regulations the written materials of the independent and objective judgments; nominee described in item (2) of this Article shall be announced together with the resolution (4) If the candidate for the independent director is of the Board of Directors in accordance with nominated before the board meeting is convened such provisions; i f o therwise provided in accordance wi th provisions in the applicable laws and regulations and/or the Listing Rules or other securities laws and regulations the written materials of the nominee 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; – 168 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (5) If a shareholder alone or shareholders together (4) If a shareholder alone or shareholders together holding at least 3 percent of the voting rights holding at least 1 percent of the outstanding in the Company or the Supervisory Committee shares of the Company or the Supervisory put(s) forth an extempore motion for the election Committee put(s) forth an extempore motion of an independent director the written notice for the election of an independent director of the intention to nominate a candidate for the written notice of the intention to nominate the position of independent director and of a candidate for the position of independent the nominee indicating his or her willingness director and of the nominee indicating his or to accept the nomination as well as relevant her willingness to accept the nomination as well written materials on the nominee as mentioned as relevant written materials on the nominee as in above in item (1) and (2) of this Article shall mentioned in above in item (2) of this Article be delivered to the Company to enable it having shall be delivered to the Company within enough time to deliver the relevant notice and a reasonable period before the date of the materials to shareholders in at least 14 days Shareholders’ Meeting so as to enable the before the date of the Shareholders’ General Company to send or provide the relevant Meeting; notice 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’ Meeting at which an independent director is to be elected if otherwise provided in accordance with the applicable Listing Rules or other 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 additionally submit the written opinion of the Board of Directors.T h e n o m i n e e s a g a i n s t w h o m t h e s t o c k exchange has objections shall not be proposed to the Shareholders’ Meeting for election; – 169 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (6) Prior to the holding of a Shareholders’ General (6) The cumulative voting system shall be adopted Meeting at which an independent director is to for the election of independent directors at the be elected if otherwise provided in accordance Shareholders’ Meeting and the votes casted with the applicable List ing Rules or other by the minority shareholders shall be counted securities laws and regulations the Company and disclosed separately. Where conditions sha l l s imul taneous ly submi t the re levan t allow the Company may elect independent materials on al l the nominees to the State directors through competitive election; Council authorities in charge of securities the State Council authorities in charge of securities (7) After a candidate for independent director where the Company is loca ted and/or the has been elected at the Shareholders’ Meeting agency of the CSRC and the stock exchange on of the Company he or she shall sign the which Company shares are listed. If the Board Letter on Declaration and Undertaking of of Directors of the Company has objections Directors within one month which shall be concerning the relevant details of a nominee the witnessed by a lawyer and filed with the stock Company shall additionally submit the written exchange and the Board of Directors of the opinion of the Board of Directors. The nominees Company. The independent directors shall against whom the CSRC has objections may ensure that the matters declared in the Letter not serve as candidates for independent non- on Declaration and Undertaking of Directors executive director. At the time the Shareholders’ are true accurate and complete and that General Meeting to elect an independent non- there are no false statement misleading executive director is held the Board of Directors representation contained therein or material of the Company shall elaborate on whether the omission therefrom.CSRC had any objections against the candidates for the post of independent non-executive director; (7) T h e t e r m o f o f f i c e o f t h e i n d e p e n d e n t d i r e c t o r s i s t h e s a m e a s t h a t o f o t h e r 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; – 170 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (8) If an independent director fa i l s on two consecutive occasions 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 request that the Shareholders’ 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 is removed before the expiration of his or her term the Company shall disclose his or her removal as a matter f o r s p e c i a l d i s c l o s u r e . I f t h e r e m o v e d independent director is of the 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; – 171 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING 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.– 172 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 34: Deleted In addition to the functions and powers granted to directors under the Company Law other the laws administrative regulations and rules as well as these Articles of Association independent directors shall have the following special functions and powers: (1) the material connected transact ions (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 regulat ions and/or the re levant Lis t ing 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 d irectors have s igned the same. Before rendering the ir judgment independent non-execut ive d irectors may engage an i n t e r m e d i a r y o r g a n i z a t i o n t o i s s u e a n 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 calling of an extraordinary Shareholders’ General Meeting; – 173 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (4) proposing the calling of meetings of the Board of Directors; (5) independently engaging intermediaries to express professional opinions when necessary at the expense of the Company; (6) openly soliciting shareholders’ voting rights before the holding of a Shareholders’ General Meeting; (7) direct ly report ing to the Shareholders’ Genera l Meet ing the China Secur i t i e s 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 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 the maximum term of office shall not exceed six years in succession.– 174 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 35: Deleted I n a d d i t i o n t o p e r f o r m i n g t h e d u t i e s a n d responsibil it 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) the nomination or removal of directors; (2) t h e e n g a g e m e n t o r d i s m i s s a l o f s e n i o r 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 account ing pol ic ies account ing e s t imates or correc t ions o f significant accounting errors for reasons other than changes in accounting standards; (6) the accounting firm issuing non-standard unqualified audit opinions on the financial accounting reports and internal controls of the Company; (7) evaluation reports on internal controls; (8) the proposal for change of commitment by the relevant parties; (9) the impact of the issuance of preference shares on the rights and interests of various shareholders of the Company; – 175 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (10) the formulation of profit distribution policy profit distribution plan and cash dividend plan and the failure of the Board of Directors o f the Company to make a cash pro f i t distribution proposal; (11) significant capital transactions between the Company and its shareholders or its related enterprises and significant matters such as related party 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 by its shareholders de facto 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; – 176 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING 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; oppos ing opinions and the reasons therefor; disclaimer of opinion and the reasons therefor and an explanation of the impediments.– 177 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article New Article Article 35: Before the expiry of the term of o f f i ce o f an independent director the Company may terminate his/her office in accordance with the statutory procedures. In the event of early dismissal the Company sha l l d i s c lo se the spec i f i c r easons and grounds therefor in a timely manner. If the independent d irector has any object ions 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 within 60 days from the date of the occurrence of the foregoing facts.– 178 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article New Article Article 36: Independent directors may resign before expiry of their term of off ice. 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 resignation 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 professionals 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.– 179 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article New Article Article 38: In addition to the functions and powers granted to directors under laws 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 the calling of an extraordinary Shareholders’ Meeting; (3) proposing the calling of meetings of the Board of Directors; (4) expressing independent opinions on matters that may prejudice the interests of the Company or minority shareholders; (5) openly soliciting 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.– 180 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING 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 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) 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 l a w s administrative regulations regulations by the CSRC Relevant Listing Rules and the Articles of Association.– 181 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 36: Article 40: In order to ensure that the independent directors In order to ensure that the independent directors effectively exercise their powers the Company shall effectively exercise their powers the Company shall provide the necessary conditions for the independent provide the necessary conditions for the independent directors: directors: (1) The Company shall ensure that the independent (1) The Company shall ensure that the independent directors enjoy the same r ight to know as directors enjoy the same right to know as other o ther d i rec tors . As for any mat te rs to be directors. In order to ensure the independent decided by the Company’s Board of Directors directors can exercise their powers the the Company must not ify the independent Company shall regularly report the operation directors in advance according to the statutory of the Company and provide information to t ime and provide sufficient information; if the independent directors and organize on- the independent directors bel ieve that the site inspections for the independent directors information is insufficient they may request for or assist them to carry out on-site inspections; supplementation; (2) The Company sha l l p rov ide the work ing (2) The Company sha l l p rov ide the work ing conditions and personnel support necessary condi t ions necessary for the independent for the independent directors to perform their directors to perform their duties. The Secretary duties and designate the Securities Affairsto the Company’s Board of Directors shall Management Department (the “Securitiesactively provide assistance for the independent Affairs Management Department”) the directors to perform their duties such as briefing Secretary of the Board of Directors and other and providing materials. In case the independent specialized departments and personnel to advices proposals and written instructions assist the independent directors in performing made by the independent directors shall be their duties. The Secretary of the Board of announced the Secretary to the Company’s Directors shall ensure the smooth information Board of Directors shall promptly handle with exchanges between independent directors the announcement matter; and other directors senior executives and other relevant personnel and ensure that (3) When the independent directors exercise their independent directors have access to adequate powers the Company’s related personnel shall resources and necessary professional opinions actively cooperate with them and shall not when performing their duties; refuse obstruct or conceal or interfere with the independent exercise of powers; – 182 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (4) 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 t h e (3) The Company shall issue a notice regarding intermediaries and exercising other powers shall m e e t i n g s o f t h e B o a r d o f D i r e c t o r s t o be borne by the Company; independent directors in a timely manner provide them with the relevant meeting (5) In case the independent directors must express materials no later than the notice period their views about the connected transactions to regarding meetings of the Board of Directors be reviewed and approved by the Shareholders’ a s r e q u i r e d b y l a w s a d m i n i s t r a t i v e General Meeting the Company shall employ regulations CSRC regulations or the Articles an independent financial adviser to issue the of Association as well as to provide effective opinions of independent financial adviser as communication channels for independent the basis for the opinions of the independent directors. For meetings convened by special directors in accordance with relevant Listing committees of the Board of Directors the Rules; Company shall provide the relevant materials and information in advance in accordance (6) The Company shall give appropriate allowance with the time stipulated in the working rules to the independent directors. The allowance of special committees; standard shall be decided by the Company’s Board of Directors adopted by the Shareholders’ (4) When the independent directors exercise their General Meeting through deliberation and powers the Company’s other d irec tors disclosed in the Company’s annual report. senior management staff and other related In add i t ion to the above a l lowances the personnel shall actively cooperate with them and independent directors shall not obtain other shall not refuse obstruct or conceal relevant additional and undisclosed interests from information or interfere with the independent the Company and its major shareholders or exercise of powers; interested agencies and persons. (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 t h e professional institutions and exercising other powers shall be borne by the Company; – 183 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (6) In case the independent directors must express their views about the connected transactions to be reviewed and approved by the Shareholders’ Meeting in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchangeof Hong Kong Limited (the “Listing Rulesof the Hong Kong Stock 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 wi th the ir dut i e s to the independent directors. The allowance standard shal l be decided by the Company’s Board of Directors adopted by the Shareholders’ Meeting through deliberation and disclosed in the Company’s annual report. In addition to the above a l lowances the independent directors shall not obtain other interests from the Company and its major shareholders de facto controller or interested agencies and persons.– 184 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article New Article Article 41: The Company shal l hold regular or irregular meetings attended by all independent directors (the “Special Meeting(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 Meetings 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.– 185 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 37: Article 42: The Board of Directors shall be accountable to the The Board of Directors shall be accountable to the Shareholders’ General Meeting and exercise the Shareholders’ Meeting and exercise the following following functions and powers: functions and powers: (1) to convene Shareholders’ General Meetings (1) to convene Shareholders’ Meetings and to report and to report on its work to the Shareholders’ on its work to the Shareholders’ Meeting; General Meeting; (2) to implement the resolutions of the Shareholders’ (2) to implement the resolutions of the Shareholders’ Meeting; General Meeting; (3) to decide on the business plans and investment (3) to decide on the business plans and investment plans of the Company; plans of the Company; (4) to formulate the annual financial budgets and (4) to formulate the annual financial budgets and final accounts of the Company; final accounts of the Company; ?? ?? (9) to make decision on the security not subject to the approval of the Shareholders’ Meeting in (9) to make decision on the security not subject accordance with the laws the administrative to the approval of the Shareholders’ General regulations and rules as well as these articles of Meeting in accordance with the laws the association; administrative regulations and rules as well as these articles of association; (10) to decide on such matters as the Company’s investments in third part ies purchase and (10) to decide on such matters as the Company’s sale of assets asset mortgages entrustment investments in third parties purchase and sale of of financial services connected transactions assets asset mortgages entrustment of financial external donation to the extent authorized by the services connected t ransact ions external Shareholders’ Meeting; donation etc. to the extent authorized by the Shareholders’ General Meeting; – 186 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (11) to review and approve the Company’s annual (11) to review and approve the Company’s annual soc ia l r e spons ib i l i t y and env i ronmenta l social responsibility and environmental social social and governance report (Environmental and governance report (Environmental Social Soc ia l and Governance Repor t under the and Governance Report under the Listing Rules Rules Governing the Listing of Securities on of the Hong Kong Stock Exchange hereinafter The Stock Exchange of Hong Kong Limited referred to as the “ESG Report”); to decide on hereinafter referred to as the “ESG Report”); to the Company’s major environmental social decide on the Company’s major environmental and governance matters within the scope of social and governance matters within the scope authorization of the Shareholders’ Meeting; of authorization of the Shareholders’ General Meeting; (12) to promote the rule of law construction and compliance management of the Company (12) to decide on the establishment of the Company’s consider and approve the annual work report internal management organization; on the rule of law construction and compliance management of the Company review the (13) to engage or dismiss the Company’s President Company’s compliance system construction Secretary to the Board; to engage or dismiss plan and study and decide on major matters Senior Vice Presidents Vice Presidents Chief of compliance management; Accountant General Counsel of the Company as proposed by the President; to decide on the (13) to decide on the establishment of the Company’s remuneration and rewards and punishments internal management organization; of sen ior management and to implement contractual management in accordance with the (14) to engage or dismiss the Company’s General labour contract; Manager Secretary to the Board; to engage or dismiss Senior Deputy General Manager (14) to decide on the establishment of the Company’s Deputy General Manager Chief Accountant branches’ organization; General Counsel of the Company as proposed by the General Manager; to decide on the (15) to formulate amendments to these Articles of remuneration and rewards and punishments of Association; senior management and to implement contractual management in accordance with the labour (16) to formulate the basic management systems of contract; the Company; (15) to decide on the establishment of the Company’s branches’ organization; – 187 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (17) to formulate equity incentive plans employee (16) to formulate amendments to these Articles of stock ownership plans or other share-based Association; compensat ion (such as a l lotment or share options) granted to employees; (17) to formulate the basic management systems of the Company; (18) to make decision on the Company’s other major affairs and administrative affairs and other (18) to formulate equity incentive plans employee important agreements signed except for the stock ownership plans or other share-based matters to be considered at the Shareholders’ compensat ion (such as a l lotment or share General Mee t ing in accordance wi th the options) granted to employees; provisions of the Company Law and these Articles of Association; (19) to make decision on the Company’s other major affairs and administrative affairs and other (19) to make decision on the matters in relation to important agreements signed except for the buyback of shares of the Company under the matters to be considered at the Shareholders’ circumstances set forth in items (5) and (6) of Gene ra l Mee t ing in acco rdance wi th the the Article 30; provisions of the Company Law and these Articles of Association; (20) other functions and powers provided for in these Articles of Association or granted by the (20) to make decision on the matters in relation to Shareholders’ General Meeting. buyback of shares of the Company under the circumstances set forth in items (5) and (6) of Resolutions by the Board of Directors on the matters the Article 30; referred to in the preceding paragraph shall unless o therwise provided in laws or these Art ic les of (21) to decide to issue shares not exceeding 50 Association be passed by the affirmative vote of more percent of the issued shares of the Company than one half of all of the directors with the exception within three years with the authorization of resolutions on the matters referred to in items (7) of the Shareholders’ Meeting. However (8) (9) (15) (17) and (19) which shall require the the capital contribution in the form of non- affirmative vote of at least two-thirds of all of the monetary property shall be resolved by the directors for adoption. Shareholders’ Meeting; (22) other functions and powers provided for in these Articles of Association or granted by the Shareholders’ Meeting.– 188 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article If a director has a connected relationship with an Resolutions by the Board of Directors on the matters enterprise involved in a matter on which a resolution referred to in the preceding paragraph shall be passed is to be made at a meeting of the Board of Directors by the affirmative vote of a majority vote of all of he or she may not exercise his or her right to vote the directors with the exception of resolutions on the regarding such resolution nor may he or she exercise matters referred to in items (7) (8) (9) (16) (18) (20) the voting right of another director as such director’s and (21) which shall require the affirmative vote of at proxy thereon. Such a Board meeting may be held least two-thirds of all of the directors for adoption.only if more than one half of the directors without a connected relationship are present and the resolutions If a director has a connected relationship with an made at such a Board meeting shall require adoption by enterprise or individual involved in a matter on which more than one half of the directors without a connected a resolution is to be made at a meeting of the Board relationship. As for the aforementioned matters which of Directors such director shall promptly report in require the affirmative votes of more than two-thirds writing to the Board of Directors. A director who has of the directors shall be voted for and passed by more a connected relationship may not exercise his or her than two-thirds of the directors without a connected right to vote regarding such resolution nor may he or relationship. If the Board meeting is attended by less she exercise the voting right of another director as such than three directors without a connected relationship director’s proxy thereon. Such a Board meeting may be the matter shall be submitted to the Shareholders’ held only if more than one half of the directors without General Meeting for consideration. a connected relationship are present and the resolutions made at such a Board meeting shall require adoption by ?? more than one half of 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 relationship. 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.?? – 189 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING 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 rat io 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.– 190 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING 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).– 191 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 42: Article 47: The Company’s Board of Directors authorizes the The Company’s Board of Directors authorizes the Company’s management to decide the fol lowing Company’s management to decide the fol lowing transactions and matters: transactions and matters: (1) the Company’s whol ly owned or ho ld ing (1) the Company’s whol ly owned or ho ld ing construction projects with the construction construction projects with the construction investment of less than RMB1.5 billion Yuan; investment of less than RMB1.5 billion; (2) the abandon and leasing of the assets of the (2) the abandon and leasing of the assets of the Company and the subsidiaries with the net Company and the subsidiaries with the net book book value of less than RMB1 billion Yuan; value of less than RMB1 billion; the transfer the transfer and replacement of the assets of and replacement of the assets of the Company the Company and the subsidiaries with the and the subsidiaries with the transaction amount transaction amount of less than RMB1 billion of less than RMB1 billion; Yuan; (3) calculated in accordance with the equity ratio (3) calculated in accordance with the equity ratio the M & A and joint venture with the currency the M & A and joint venture with the currency capi tal contr ibut ion of less than RMB500 capi ta l contr ibut ion of less than RMB500 mil l ion o r the to ta l a sse t s and cur rency million Yuan or the total assets and currency c o n t r i b u t i o n o f l e s s t h a n R M B1 b i l l i o n contribution of less than RMB1 billion Yuan (including the currency contribution of no more (including the currency contribution of no more than RMB500 million); than RMB500 million Yuan); (4) impairment of assets resulting in a loss of less (4) the investment in finance securities and its than 10% of the Company’s latest audited net derivatives with the investment amount of less profit attributable to the Company; than RMB100 million Yuan; (5) the investment in finance securities and its (5) any testing carried out in accordance with derivatives with the investment amount of less the relevant assets rat io revenue ratio than RMB100 million; consideration ratio and equity ratio in terms of trading volume; the connected transaction (6) related party transactions that do not meet whose any testing ratio is less than 0.1%. the disclosure standards under Relevant Listing Rules; (7) other transactions or events authorized by the Board of Directors.– 192 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 43: Article 48: The Board of Directors shall formulate and review the The Board of Directors shall formulate and review Company’s corporate governance policies and practices the Company’s corporate governance policies and review whether the Company complies with the App. 14 practices review whether the Company complies “Corporate Governance Code” in the “Stock Exchange with the “Corporate Governance Code” in the ListingListing Rules” and the disclosure in the corporate Rules of the Hong Kong Stock Exchange and the governance report and make recommendations. disclosure in the corporate governance report and make recommendations.Article 47: Article 52: The Company’s Board of Directors shall establish the The Company’s Board of Directors shall establish the Audit Committee Nomination Committee Remuneration Audit Committee Nomination Committee Remuneration Committee Development and Planning Committee Committee Development and Planning Committee ESG Occupational Health & Safety and Environment Committee and other committees to be responsible for the Committee and other committees to be responsible for the Board of Directors as required. The special committees Board of Directors as required. The special committees will will make study on the professional matters and give make study on the professional matters and give comments comments and suggestions for the Board of Directors to and suggestions for the Board of Directors to make make decisions. The main responsibilities and discussion decisions. procedures of each special committee are set out inthe “Working Rules of Special Committees under theBoard of Directors of Aluminum Corporation of ChinaLimited”.Article 48: Article 53: The Nomina t ion Commi t t ee and Remunera t ion Independent directors shall occupy the majority Committee are composed of directors of which of the Nomination Committee and Remuneration the majority is independent directors. See the main Committee and serve as the convener.responsibi l i t ies and discuss ion procedures of the Nomination Committee and RemunerationC o m m i t t e e i n t h e “ W o r k i n g R u l e s o f t h eNomination Committee” and “Working Rules of theRemuneration Committee”.– 193 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 49: Article 54: The Aud i t Commi t t ee i s composed en t i r e ly o f The Aud i t Commi t t ee i s composed en t i r e ly o f independent directors of which there is at least one independent directors of which at least one personnel personnel with accounting or financial management shall be an accounting professional and the convener experience required in the Listing Rules. See the main shall be an accounting professional.responsibilities and discussion procedures of theAudit Committee in the “Working Rules of the AuditCommittee”.Article 50: Article 55: T h e D e v e l o p m e n t a n d P l a n n i n g C o m m i t t e e i s Development and Planning Committee is responsible for responsible for the deliberation of the Company’s the deliberation of the Company’s strategic development s t ra teg ic deve lopment p lan making advices on plan making advices on the major investment activities the major investment activit ies and supervising and superv is ing promot ing and moni tor ing the promoting and monitoring the implementation of the implementation of the development strategies.development strategies. See the main responsibilities and discussion procedures of the Development andPlanning Committee in the “Working Rules of theDevelopment and Planning Committee”.Article 51: Article 56: The Occupational Health & Safety and Environment The ESG Committee is responsible for analyzing Committee is responsible for supervising the effective and providing recommendations on the major ESG implementation of the Company’s health & safety matters of the Company and reviewing the annual and environmental protection plans raising questions ESG reports of the Company supervising the effective about the major incidents inspecting and supervising implementation of the Company’s health & safety and the hand l ing o f ma jor inc iden t s . See the main environmental protection plans raising questions about responsibilities and discussion procedures of the the major incidents inspecting and supervising the Occupational Health & Safety and Environment handling of major incidents.C o m m i t t e e i n t h e “ W o r k i n g R u l e s o f t h eOccupational Health & Safety and EnvironmentCommittee”.– 194 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 54: Article 59: The Board of Directors has a Board Office to be The Securities Affairs Management Department responsible for dealing with the daily affairs of the is the daily administrative body of the Board of Board and keeping the seal of the Board of Directors. Directors to be 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 are divided into The meetings of the Board of Directors are divided into the regular meeting and extraordinary meeting. the regular meeting and extraordinary meeting. At least four regular meetings of the Board of Directors shall Meetings of the Board of Directors shall be held at be held each year including annual meeting semi- least four times a year and shall be convened by the annual meeting and quarterly meeting of the Board Chairman of the Board. For convening the meetings of Directors which are convened by the Chairman of of the Board of Directors the Board Office shall give the Board.the written notice attached with the seal of the Board Office to all directors supervisors senior management The Chairman of the Board shal l convene an staff and Secretary to the Board of Directors directly extraordinary meeting of the Board of Directors via fax email and other methods 14 days in advance. In within 10 working days after receiving the proposal case the written notice is not served directly it shall be if: confirmed via telephone and be recorded appropriately. (1) it is proposed by shareholders 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) t h e C h a i r m a n o f t h e B o a r d d e e m s i t necessary; (6) it is proposed by the General Manager; – 195 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article (7) securities affairs regulatory authorities require the convening; or (8) other circumstances as stipulated under the Articles of Association.The Securities Affairs Management Department shall serve a written notice to all directors supervisors senior management staff and Secretary to the Board of Directors by hand fax email or other 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.– 196 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 57: Deleted In the case of one of the following circumstances the Chairman of the 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) it is proposed by shareholders 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) i t i s p r o p o s e d b y t h e P r e s i d e n t o f t h e Company; (7) it is required to be convened by the securities regulatory department under the State Council; (8) other circumstances stipulated in the Articles of Association.In case of particularly urgent situation that the extraordinary Shareholder’ 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.– 197 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 58: Article 62: To convene the extraordinary meeting of the board in Where an extraordinary meeting of the Board of accordance with the provisions in the preceding article Directors is jointly proposed by the shareholders a written proposal signed (attached seal) by the relevant Supervisory Committee General Manager or shareholder(s) shall be submitted to the Chairman of the directors (including independent directors) a Board through the Board Office or directly. written proposal signed (attached seal) by the relevant shareholder(s) shall be submitted to the Chairman of the ?? Board through the Securities Affairs Management Department or directly. The written proposal shall contain the following items: ?? Article 59: Article 63: The meeting of the Board of Directors in principle shall The meeting of the Board of Directors in principle be held at the Company’s domicile. shal l be held in the form of on-s i te meet ings generally at the Company’s domicile. When the d irectors have suf f ic ient informat ion to vote and are able to fully and clearly express their own opinions meetings may also be convened by forms of communication such as 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 by forms of communication such as teleconference or video conference is unable to sign the resolutions of the meeting immediately at the meeting 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.– 198 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article The Board of Directors may accept a writ ten resolution in l ieu 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 vot ing 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.– 199 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 60: Article 64: The notice for the meeting of the Board of Directors The notice for the meeting of the Board of Directors shall be written in Chinese if necessary the English shall be written in Chinese if necessary the English version can be attached including at least the following version can be 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 reviewed; (3) the matters (proposals) proposed to be reviewed; ???? The oral notice for meeting shall at least include the The oral notice for meeting shall at least include the above item (1) and (2) as well as the description for above item (1) (2) and (3) as well as the description convening the extraordinary meeting in case of the for convening the extraordinary meeting of the Board urgent situation. of Directors in case of the urgent situation.???? Article 61: Article 65: ???? After the written notice for the extraordinary meeting After the written notice for the extraordinary meeting of the Board of Directors is issued if the time and place of the Board of Directors is issued if the time and place to convene the meeting shall be changed or the meeting to convene the meeting shall be changed or the meeting proposal shall be added changed and cancelled the proposal shall be added changed and cancelled the recognition of all the participating directors shall be recognition of all the participating directors shall be obtained and the record shall be made accordingly. obtained and the record shall be made accordingly.Article 62: Article 66: The directors shall fill in the receipt or the letter of The directors shall fill in the receipt or the letter of authorization after the receipt of the notice and fax authorization after the receipt of the notice and deliver the receipt or the letter of authorization to the Office the receipt or the letter of authorization to the Securities of the Board two days before the meeting of the Affairs Management Department or office of the Board of Directors; the original receipt or the letter of Secretary to the Board of Directors two days before authorization shall be served before the meeting. the meeting of the Board of Directors.– 200 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article 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.Article 65: Article 68: The Board’s Office shall be responsible for preparing The Securities Affairs Management Department shall be the mater ia ls about the meet ing of the Board of responsible for preparing the materials about the meeting of Directors and must send the meeting materials to all the Board of Directors and shall send the meeting materials directors via fax mail email or by hand 14 days before to all directors via fax mail email or by hand at least 7 days the regular meeting of the Board of Directors or 10 before the regular meeting of the Board of Directors or at days before the extraordinary meeting of the Board of least 3 days before the extraordinary meeting of the Board Directors for review. In case of special circumstances of Directors for review. In case of special circumstances that that the meeting materials can not be provided timely it the meeting materials can not be provided timely it shall be shall be explained in advance. explained in advance.If the directors believe that the materials can not meet If the directors believe that the materials can not meet the requirements they may request supplementary the requirements they may request supplementary materials. Where 25 percent of the directors or more materials. Where 25 percent of the directors or two and than two outside directors believe that the materials more independent directors believe that the materials are not sufficient or the argumentation is not clear are not sufficient or the argumentation is not clear they they may jointly propose to delay the convening of the may propose in writing to delay the convening of the meeting or delay some of the issues under deliberation meeting or delay some of the issues under deliberation and the Board of Directors may adopt their proposal. and the Board of Directors may adopt their proposal.???? – 201 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 67: Article 70: The meetings of the Board of Directors shal l be The meetings of the Board of Directors shal l be convened and presided over by the Chairman of the convened and presided over by the Chairman of the Board. Where the Chairman of the Board cannot attend Board. Where the Chairman of the Board cannot attend such a meeting for any reason the meeting shall be such a meeting for any reason the meeting shall be convened and presided over by the (a) vice Chairman convened and presided over by the (a) vice Chairman of the Board. If there is no Vice Chairman of the Board of the Board. If there is no Vice Chairman of the Board or the Vice Chairman of the Board is unable or fails to or the Vice Chairman of the Board is unable or fails to perform these duties a director elected by at least one perform these duties a director elected by at least the half of the directors shall convene and presided over the majority of the directors shall convene and presided meetings of the Board of Directors. over the meetings of the Board of Directors.Article 68: Article 71: Meetings of the Board of Directors may be held only if Meetings of the Board of Directors may be held only if more than half of the directors (including any alternate the majority of the directors (including any alternate director appointed pursuant to the Company’s Articles director appointed pursuant to the Company’s Articles of Association) attend. If the number of occupied seats of Association) attend. If the number of occupied seats on the Board of Directors falls below the statutory on the Board of Directors falls below the statutory minimum because relevant directors are refused or minimum because relevant directors are refused or lazy to attend the meeting the Chairman of the Board lazy to attend the meeting the Chairman of the Board and the secretary to the Board of Directors may timely and the secretary to the Board of Directors may timely report to the regulatory authorities. report to the regulatory authorities.???? Article 70: Article 73: Votes at a meeting of the Board of Directors shall be Votes at a meeting of the Board of Directors shall be taken by a show of hands or voice vote; if there are taken by a show of hands or voice vote (except where a more than two directors proposing to adopt the ballot written resolution is proposed in lieu of convening a votes for special resolution shall be taken by a ballot. meeting); if there are more than two directors proposing to adopt the ballot votes for special resolution shall be taken by a ballot.– 202 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING 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 attended the meeting shall 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.– 203 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 75: Article 77: As for the proposals required to be recognized by the As for the proposals required to be recognized by the independent director in advance in accordance with the independent director in advance in accordance with the provisions the chairman of the meeting shall specify an provisions the chairman of the meeting shall explain to independent director to read out the written recognition the participating directors or specify an independent reached by the independent directors before discussing director to read out the written recognition reached by relevant proposals. the independent directors before discussing relevant proposals.Article 79: Article 81: If the meeting of Board of Directors is convened on If the meeting of Board of Directors is convened site the chairman of the meeting shall announce the on site via teleconference or in combination of statistical results on the spot; if the meeting of Board of teleconference and on-site the chairman of the Directors is convened by means of other methods the meeting shall announce the voting results on the spot; if chairman of the meeting shall request the secretary to a written resolution is proposed in lieu of convening the Board of Directors to notify the directors about the a meeting of Board of Directors the secretary to the voting results before the next working day after the end Board of Directors shall notify all directors of the of the prescribed time limit for voting. voting results on 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 the Board In addition to the minutes the secretary to the Board of Directors also may arrange the officers from the of Directors also shall arrange the officers to prepare Board Office to make a clear and concise minutes of a separate resolution of the meeting according to the the meeting and prepare a separate resolution record statistical voting results.according to the statistical voting results.The minutes and resolutions of meetings shall be The records and minutes of meetings shall be written in written in Chinese and may be written in English if Chinese and may be written in English if necessary. necessary.– 204 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 86: Article 88: The directors (the directors who attend the meeting The directors (the directors who attend the meeting in person or on behalf of other directors) attended the in person or on behalf of other directors) attended the meeting the secretary to the Board of Directors and the meeting the secretary to the Board of Directors and person who makes record shall sign on the minute. In the person who makes record shall sign on the minute case any director has different opinions on the meeting and resolution of the meeting. In case any director has minute or the resolution record he or she may make a different opinions on the minute or resolution of the written explanation at the time of signing on it. When meeting he or she may make a written explanation at necessary the director may report to the regulatory the time of 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 speeches at The directors attending the meeting shall have the right the meeting. The opinions of the independent (non- to make descriptive meeting records of their speeches executive) directors shall be clearly l isted in the at the meeting. The opinions of the independent (non- resolutions of the Board of Directors. executive) directors shall be clearly l isted in the resolutions of the Board of Directors.?? ?? Article 87: Article 89: The directors shall be liable for the resolutions of The directors shall be liable for the resolutions of the Board of Directors. If a resolution of the Board the Board of Directors. If a resolution of the Board of Directors is in violation of laws administrative of Directors is in violation of laws administrative regulations or these Articles of Association thereby regulations or these Articles of Association thereby causing the Company to sustain a material loss the causing losses to the Company the directors who directors who took part in the resolution shall be liable cast an affirmative vote shall be directly liable to the to the Company for damages. However if a director Company for damages; where a director is proved is proved to have expressed his opposition to such to have expressed his opposition to such resolution resolution and casts a dissenting vote when it was put to and casts a negative vote when it was put to the vote the vote and such opposition is recorded in the minutes and such opposition is recorded in the minutes of of the meeting such director may be released from such the meeting such director may be released from liability. 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 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 88: Article 90: Any written resolution not formed in line with the Any written resolution not formed in line with the statutory procedures shall not have the legal effect of statutory procedures shall not have the legal effect of the resolution of the Board even if every director has the resolution of the Board even if every director has expressed his or her opinion in different way. expressed his or her 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.Article 91: Article 93: The meeting files of the Board of Directors including The meeting files of the Board of Directors including the meeting notice meeting materials attendance book the meeting notice meeting materials attendance book power of attorney for directors who attend the meeting power of attorney for directors who attend the meeting on behalf of others meeting recording materials voting on behalf of others meeting recording materials voting and the meeting records minutes resolution record and and the meeting records meeting resolution and resolution announcement signed by the participating relevant announcement signed by the participating directors shall be kept by the secretary to the Board of directors shall be kept by the secretary to the Board of Directors. Directors.The records of the meetings of the Board of Directors The records of the meetings of the Board of Directors shall be kept at the Company’s domicile for at least 10 shall be kept at the Company’s domicile for at least 10 years. years.– 206 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article Article 92: Article 94: These rules shal l be formulated by the Board of These Rules forms an appendix to the Company’s Directors and be effective after being approved by the Articles of Association shall be formulated by the Shareholders’ General Meeting through deliberation. Board of Directors of the Company and interpreted by the Board of Directors.Article 93: Article 95: The matters not covered in these rules shall be handled The mat ters not covered in these ru les shal l be in accordance with the current ly effect ive laws handled in accordance with the currently effective administrative regulations normative documents the laws administrative regulations rules normative regulatory rules of the place where the Company’s stock documents the regulatory rules of the place where is listed and the Articles of Association. In case that the Company’s stock is listed and the Articles of these rules are conflicted with the laws administrative Association. In case that these rules are conflicted with regulations relevant normative documents and the the laws administrative regulations rules normative supervisory rules of the place where the Company’s documents and the supervisory rules of the place where stock is listed that are promulgated from time to time the Company’s stock is listed that are promulgated from the provisions in the laws administrative regulations time to time the provisions in the laws administrative relevant normative documents and the supervisory rules regulat ions rules normative documents and the of the place where the Company’s stock is listed shall supervisory rules of the place where the Company’s prevail. stock is listed shall prevail.Article 94: Deleted These rules shall be interpreted by the Company’s Board of Directors.– 207 –APPENDIX III PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE BOARD MEETING Original Article Amended Article 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 China which will come into effect on 1 July 2024 the reference to the “Shareholders’ General Meeting” in the relevantprovisions 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 “General Manager” and “DeputyGeneral 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 ofthe 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.– 208 –APPENDIX IV PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE MEETING Original Article Amended Article Article 1: Article 1: These rules are hereby formulated in accordance with These rules are hereby formulated in accordance with laws regulations and normative documents such as laws regulations rules and normative documents the Company Law of the People’s Republic of China such as the Company Law of the People’s Republic of Mandatory Provisions of Articles of Association of China CSRC Guidelines for Articles of Association Companies Listed Overseas CSRC Guidelines for of Chinese Listed Companies Code of Corporate Articles of Association of Chinese Listed Companies Governance for Listed Companies in China the listing Code of Corporate Governance for Listed Companies rules of shares or securities of the stock exchanges in China the listing rules of shares or securities of where shares of Aluminum Corporation of China the stock exchanges where the Company’s shares are Limited* (the “Company”) are listed (including the listed (including the Shanghai Stock Exchange The Shanghai Stock Exchange and The Stock Exchange ofStock Exchange of Hong Kong Limited and the New Hong Kong Limited) (hereafter as “Relevant ListingYork Stock Exchange) (hereafter as “Relevant Listing Rules”) and the Articles of Association of AluminumRules”) and the Articles of Association of Aluminum Corporat ion of China Limited and other relat iveCorporat ion of China Limited and other relat ive provisions (hereinafter referred to as the “Articles ofprovisions (hereinafter referred to as the “Articles of Association”) with the purpose of further standardizingAssociation”) with the purpose of further standardizing the discussing and voting procedures of the Company’s the discussing and voting procedures of the Company’s Supervisory Committee promoting the supervisors Supervisory Committee promoting the supervisors and the Supervisory Committee to effectively fulfil and the Supervisory Committee to effectively fulfil their supervisory responsibilities and improving the their supervisory responsibilities and improving the Company’s corporate governance structure.Company’s corporate governance structure.Article 2: Article 2: The Supervisory Committee is Company’s standing The Supe rv i so ry Commi t t ee i s the Company’s supervisory body responsible for supervising the Board supervisory body examines the corporate finance of Directors and its members President and other in accordance with law supervises the compliance senior management staff and preventing them from with laws and regulations during the performance infringing the legitimate rights and interests of the of duties of the Company’s directors and senior shareholders the Company and the employees. management staff exercises other functions and powers st ipulated by laws regulat ions rules normative documents and the Articles of Association and protects the legitimate rights and interests of the Company and its shareholders.– 209 –APPENDIX IV PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE MEETING Original Article Amended Article Article 7: Article 7: The outside supervisors shall independently report the The Supervisory Committee shall report the integrity integrity and diligence performance of the Company’s and diligence performance of the Company’s directors senior management staff to the Shareholders’ General and senior management staff to the Shareholders’ Meeting. Meeting.Article 10: Article 10: The Supervisory Committee shall consist of f ive The Supervisory Committee shall consist of f ive supervisors. The external supervisors (refer to those supervisors including three shareholder representative supervisors who do not hold office in the Company) supervisors and two employee representat ive shall represent more than 50 percent of the members supervisors of which the number of the supervisors of the Supervisory Committee. The number of the who represent the employees shall be not less than one- supervisors who represent the employees shall be not third of the number of supervisors.less than one-third of the number of supervisors.The Supervisory Committee shall have one chairman The Supervisory Committee shall have one chairman whose appointment and dismissal shall be subject to the whose appointment and dismissal shall be subject to affirmative vote of at least two-thirds of the members the affirmative vote of at least half of the members of the Supervisory Committee. The chairman of the of the Supervisory Committee. The chairman of the Supervisory Committee shall organize the performance Supervisory Committee shall organize the performance of the duties of the Supervisory Committee. of the duties of the Supervisory Committee.The term of office of a supervisor shall be 3 years. A The term of office of a supervisor shall be 3 years. A supervisor may serve consecutive terms if re-elected supervisor may serve consecutive terms if re-elected upon the expiration of his or her term. upon the expiration of his or her term.– 210 –APPENDIX IV PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE MEETING Original Article Amended Article Article 11: Article 11: The members of the Supervisory Committee include The supervisors who represent the shareholders shall three shareholder representat ives ( inc luding be elected and removed by the Shareholders’ Meeting; qualified as outside supervisors) and two employee the employee representative of the supervisors shall representatives who represents the employees. be elected and removed by the employees’ democratic election. The list of candidates for the supervisors The supervisors who represent the shareholders who represent the shareholders shall be subject to shall be elected and removed by the Shareholders’ the resolutions of the Shareholders’ Meeting. The General Meeting; the employee representative of candidates for the supervisors who represent the the supervisors shall be elected and removed by the shareholders shall be nominated by the Board of employees’ democratic election. The list of candidates Directors the Supervisory Committee and a shareholder for the supervisors who represent the shareholders alone or shareholders together holding at least 1 percent shall be subject to the resolutions of the Shareholders’ of the Company’s shares and shall be elected and General Meeting. The candidates for the supervisors removed by the Shareholders’ 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 knowledge Supervisors shall also have the professional knowledge and work expe r i ence i n t e rms o f t he l aws and and work experience in terms of the laws finance accounting in addition to the qualifications stipulated accounting audit and capital operation a familiar in the Articles of Association and relevant laws and understanding of the Company’s operation and regulations. management as well as rules and regulations in addition to the qualifications stipulated in the Company Law and other laws and regulations and the Articles of Association.Article 14: Article 14: The Company’s Internal Audit Department is the The Company’s Audit Department (Office of the administrative body of the Supervisory Committee Supervisory Committee) is the administrative body that is responsible for handling the daily affairs of the of the Supervisory Committee that is responsible for Supervisory Committee. handling the daily affairs of the Supervisory Committee.– 211 –APPENDIX IV PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE MEETING Original Article Amended Article Article 15: Article 15: The meetings of the Supervisory Committee are divided The meetings of the Supervisory Committee are divided into the regular meeting and extraordinary meeting. The into the regular meeting and extraordinary meeting.regular meetings of the Supervisory Committee shall be The regular meetings of the Supervisory Committee held at least once every six months. In case of one of the shall be held at least four times every year mainly for following circumstances the Supervisory Committee the purposes of considering the Company’s annual shall convene the extraordinary meeting within 10 days: report interim report quarterly 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) o t h e r c i r c u m s t a n c e s s t i p u l a t e d i n l a w s (10) o t h e r c i r c u m s t a n c e s s t i p u l a t e d i n l a w s administrative regulations departmental rules administrative regulations rules normative and Articles of Association. documents and Articles of Association.Article 21: Article 21: For convening the regular meetings and extraordinary For convening the regular meetings and extraordinary m e e t i n g s o f t h e S u p e r v i s o r y C o m m i t t e e t h e m e e t i n g s o f t h e S u p e r v i s o r y C o m m i t t e e t h e administrative body of the Supervisory Committee shall administrative body of the Supervisory Committee shall deliver the written meeting notice to all supervisors by deliver the written meeting notice to all supervisors hand fax email express mail registered mail or by by hand fax email express mail registered mail or other means 10 days in advance. If the meeting notice is by other means 10 days and 5 days respectively in not delivered by hand the administrative body of the advance. Resolutions and relevant materials subject Supervisory Committee shall make confirmation by to consideration at the meetings shall be delivered to telephone. In case of particularly urgent situation that all supervisors by aforementioned means at least 7 the extraordinary meeting of the Supervisory Committee days before the regular meetings and at least 3 days shall be convened as soon as possible the notice may be before the extraordinary meetings.made orally or via telephone at any time (not limited by the abovementioned time limit) but the convener In case of par t icular ly urgent s i tua t ion that the shall make statements at the meeting. extraordinary meeting of the Supervisory 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.– 212 –APPENDIX IV PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE MEETING Original Article Amended Article Article 23: Article 23: The fo rms o f t he mee t i ngs o f t he Supe rv i so ry The forms of the meetings of the Supervisory Committee Committee may be the on-site meeting conference call are mainly the on-site meeting and the conference video conference and written meeting; the language of call the video conference and the written resolution the meetings of the Supervisory Committee shall be in lieu of a meeting may be also applicable; the Chinese. language of the meetings of the Supervisory Committee shall be Chinese.Article 24: Article 24: The meetings of the Supervisory Committee shall be The meetings of the Supervisory Committee shall be attended by the supervisors in person. If any supervisor attended by the supervisors in person. If any supervisor is unable to attend the meeting for some reasons he is unable to attend the meeting for some reasons he or she may appoint the Chairman of the Supervisory or she may appoint the Chairman of the Supervisory Committee or other supervisor to attend the meeting on Committee or other supervisor to attend the meeting on behalf of him or her with a written authorization. behalf of him or her with a written authorization which shall specify the scope of authorization and the ?? voting intention.?? Article 25: Article 25: The Chairman of the Supervisory Committee or the The Chairman of the Supervisory Committee or the chairman of the meeting may count the number of the chairman of the meeting may count the number of the participating supervisors. When the number of the participating supervisors. When the number of the supervisors (including the supervisors to attend the supervisors (including the supervisors to attend the meeting on behalf of other supervisor with a written meeting on behalf of other supervisor with a written authorization) who attend the meeting reaches two authorization) who attend the meeting reaches half of thirds of the total supervisors the meeting shall be the total supervisors the meeting shall be announced to announced to be started. be started.Article 31: Article 31: The resolutions made at the Supervisory Committee The resolutions made at the Supervisory Committee shall require adoption by more than two thirds of the shall require adoption by more than half of the members members of the Supervisory Committee. of the Supervisory Committee.– 213 –APPENDIX IV PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE MEETING Original Article Amended Article Article 37: Article 37: These rules are formulated by the Board of Supervisor These Rules forms an appendix to the Articles of and shall be effective after being approved by the Association and are formulated by and interpreted Shareholders’ General Meeting through deliberation. by the Supervisory Committee of the Company.Article 38: Article 38: The matters not covered in these rules shall be handled The mat ters not covered in these ru les shal l be in accordance with the current ly effect ive laws handled in accordance with the currently effective administrative regulations normative documents the laws administrative regulations rules normative regulatory rules of the place where the Company’s stock documents the regulatory rules of the place where is listed and the Articles of Association. In case that the Company’s stock is listed and the Articles of these rules are conflicted with the laws administrative Association. In case that these rules are conflicted with regulations relevant normative documents and the the laws administrative regulations rules normative supervisory rules of the place where the Company’s documents and the supervisory rules of the place where stock is listed that are promulgated from time to time the Company’s stock is listed that are promulgated from the provisions in the laws administrative regulations time to time the provisions in the laws administrative relevant normative documents and the supervisory rules regulat ions rules normative documents and the of the place where the Company’s stock is listed shall supervisory rules of the place where the Company’s prevail. stock is listed shall prevail.Article 39: Deleted These rules shall be interpreted by the Company’s Supervisory Committee.– 214 –APPENDIX IV PARTICULARS OF PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE MEETING Original Article Amended Article 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.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 “Shareholders’ General Meeting” 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 “General Manager” and “DeputyGeneral 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 –SUPPLEMENTAL NOTICE OF 2023 ANNUAL GENERAL MEETING SUPPLEMENTAL NOTICE OF 2023 ANNUAL GENERAL MEETING References are made to the notice (the “Notice”) and the circular (the “Circular”) of 2023 Annual General Meeting of Aluminum Corporation of China Limited* (the “Company”) dated 10 May 2024 which set out the time and venue of the 2023 Annual General Meeting of the Company (the “AGM”) and contain the details of the resolutions to be proposed at the AGM for the consideration and approval of the shareholders of the Company (the “Shareholders”).Pursuant to the provisions of the Articles of Association of the Company when a general meeting is held the Shareholders who individually or together hold more than 3% of the Shares of the Company are entitled to put forward extraordinary proposals to the Company pursuant to which Aluminum Corporation of China* (中国铝业集团有限公司) the controlling Shareholder of the Company who directly and indirectly holds approximately 32.42% of the Shares of the Company as at the date of this supplemental notice put forward certain extraordinary proposals and submitted them in writing to the convener of the AGM. According to the relevant provisions of relevant laws and regulations and the Articles of Association of the Company the abovementioned extraordinary proposals will be submitted at the AGM of the Company for consideration.SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM which will be convened as originally scheduled at the Company’s conference room No. 62 North Xizhimen Street Haidian District Beijing the People’s Republic of China at 2:00 p.m. on Tuesday 25 June 2024 will consider and if thought fit pass the resolutions set out in the Notice as well as the following newly-added resolutions proposed by Aluminum Corporation of China* (中国铝业集团有限公司) the controlling Shareholder of the Company (unless the context requires otherwise terms used in this supplemental notice have the same meanings as defined in the Circular): ORDINARY RESOLUTION 1. To consider and approve the resolution in relation to the proposed renewal of liability insurance for the year 2024–2025 for the Directors Supervisors and senior management members of the Company; – 216 –SUPPLEMENTAL NOTICE OF 2023 ANNUAL GENERAL MEETING SPECIAL RESOLUTION 2. To consider and approve the resolution in relation to the 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; ORDINARY RESOLUTIONS (CUMULATIVE VOTING) 3. To consider and approve the resolution in relation to the election of Mr. Shi Zhirong as an executive Director of the eighth session of the Board of the Company; 4. To consider and approve the resolution in relation to the election of Mr. Zhang Wenjun as a shareholder representative Supervisor of the eighth session of the Supervisory Committee of the Company.By order of the Board Aluminum Corporation of China Limited* Ge Xiaolei Joint Company Secretary Beijing the PRC 7 June 2024 Notes: (a) Details of the above-mentioned resolutions are set out in the supplemental circular of the Company dated 7 June 2024.(b) The revised form of proxy of AGM (the “Revised Form of Proxy of AGM”) has been published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.chalco.com.cn).IMPORTANT NOTICE: The Revised Form of Proxy of AGM shall supersede the form of proxy of AGM published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.chalco.com.cn) on 9 May 2024 (the “Original Form of Proxy of AGM”). Shareholders who have duly completed and returned the Original Form of Proxy of AGM shall note that the Original Form of Proxy of AGM is no longer applicable to the AGM.Shareholders who intend to appoint a proxy to attend the AGM and vote on the resolutions set out in the Notice and this supplemental notice are requested to complete and return the Revised Form of Proxy of AGM in accordance with the instructions printed thereon not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the Revised Form of Proxy of AGM will not prevent you from attending and voting in person at the AGM or any adjournment thereof if you so wish.(c) For particulars of other resolutions proposed at the AGM eligibility for attending the AGM registration procedures for attending the AGM closure of register of members and other matters regarding the AGM please refer to the Notice and Circular of the AGM of the Company dated 10 May 2024.* For identification purposes only –217–