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Section 2 Modifications and Additional Requirements

(see rule 25.20)

1. A summary of the constitutive Documents required by rule 25.20(2) must be set out under the following headings and where any item is not applicable the words "not applicable" should be inserted under the relevant heading:—
(1) directors
(a) power to allot and issue shares
(i) summary
(ii) differences
(b) power to dispose of the PRC issuer's or any of its subsidiaries' assets
(i) summary
(ii) differences
(c) compensation or payments for loss of office
(i) summary
(ii) differences
(d) loans to directors
(i) summary
(ii) differences
(e) giving of financial assistance to purchase the PRC issuer's or any of its subsidiaries' shares
(i) summary
(ii) differences
(f) disclosure of interests in contracts with the PRC issuer or any of its subsidiaries
(i) summary
(ii) differences
(g) remuneration
(i) summary
(ii) differences
(h) retirement, appointment, removal
(i) summary
(ii) differences
(i) borrowing powers
(i) summary
(ii) differences
(2) alterations to constitutional documents
(i) summary
(ii) differences
(3) variation of rights of existing shares or classes of shares
(i) summary
(ii) differences
(4) special resolutions — majority required
(i) summary
(ii) differences
(5) voting rights (generally and on a poll)
(i) summary
(ii) differences
(6) requirements for annual general meetings
(i) summary
(ii) differences
(7) accounts and audit
(i) summary
(ii) differences
(8) notice of meetings and business to be conducted thereat
(i) summary
(ii) differences
(9) transfer of shares
(i) summary
(ii) differences
(10) power of the PRC issuer to purchase its own shares
(i) summary
(ii) differences
(11) power of any subsidiary of the PRC issuer to own shares in its parent
(i) summary
(ii) differences
(12) dividends and other methods of distribution
(i) summary
(ii) differences
(13) proxies
(i) summary
(ii) differences
(14) calls on shares and forfeiture of shares
(i) summary
(ii) differences
(15) inspection of register of members
(i) summary
(ii) differences
(16) quorum for meetings and separate class meetings
(i) summary
(ii) differences
(17) rights of the minorities in relation to fraud or oppression thereof
(i) summary
(ii) differences
(18) procedures on liquidation
(i) summary
(ii) differences
(19) any other provisions material to the PRC issuer or the shareholders thereof.
2. The Exchange will require the formal application for listing to be accompanied by a copy of a letter to the PRC issuer from the PRC issuer's Hong Kong legal advisers confirming that they have reviewed the summaries of the relevant PRC law and the constitutive documents and that in their opinion, on the basis of the legal advice received from qualified PRC lawyers, the listing document sets out the material differences between Hong Kong law and applicable PRC law. The letter should also confirm that the constitutive documents contain provisions complying with the provisions of the GEM Listing Rules.