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9. Report on Amendments to the Company Charter
2021 Document No. 9 of the Annual General Meeting
Report on Amendments to the Company Charter
Dear Shareholders:
In light of the amendments to the Company Law and the Securities Law, the China Securities Regulatory Commission revised the Guidelines for the Articles of Association of Listed Companies and other regulatory provisions in 2022, while the Shenzhen Stock Exchange amended the Rules for the Listing of Stocks and a series of other self-regulatory guidelines for listed companies. Pursuant to the latest regulations and taking into account the Company’s actual circumstances, it is proposed to amend the Company’s Articles of Association, with the principal circumstances and contents of such amendments set out below:
I. Circumstances for Amendment
1 1. External Guarantees: (1) In accordance with regulatory requirements, the provision of guarantees for entities whose asset-to-liability ratio exceeds 70% will be changed from being prohibited to requiring approval by the company’s shareholders’ meeting. (2) Due to the market-based nature of credit ratings, the requirement for a market rating of the guaranteed entity is hereby abolished.
2 , Solicitation of Voting Rights. It is hereby stipulated that shareholders holding more than 1% of the voting shares, or investor protection institutions established in accordance with laws, administrative regulations, or the provisions of the China Securities Regulatory Commission, may solicit voting rights.
3 With regard to voting rights: If a shareholder’s acquisition of shares violates Paragraphs 1 and 2 of Article 63 of the Securities Law, the shares acquired in excess of the prescribed limit shall be subject to a restriction on the exercise of voting rights for a period of thirty-six months from the date of acquisition, and such shares shall not be included in the total number of shares entitled to vote at the shareholders’ meeting.
4 — Composition of the board of directors. Add provisions regarding the absence of employee directors and the establishment of specialized committees under the board of directors.
5 — Powers and responsibilities of independent directors. Any proposed appointment or dismissal of an accounting firm must first obtain the prior approval of the independent directors before being submitted to the board of directors for deliberation.
6 — Powers and functions of the Supervisory Board. It is added that supervisors shall ensure that the information disclosed by the company is true, accurate, and complete, and shall sign a written confirmation opinion on the periodic reports.
II. Amendments
In light of the foregoing, the Company’s Articles of Association are hereby amended as follows:




