Yangtze Optical Fibre And Cable Joint Stock : ANNOUNCEMENT - PROPOSED RE-ELECTION OR ELECTION AND APPOINTMENT OF DIRECTORS AND NON-EMPLOYEE REPRESENTATIVE SUPERVISORS AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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Yangtze Optical Fibre and Cable Joint Stock Limited Company*

長 飛 光 纖 光 纜 股 份 有 限 公 司

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

(Stock Code: 6869)

ANNOUNCEMENT

PROPOSED RE-ELECTION OR ELECTION AND APPOINTMENT OF DIRECTORS AND NON-EMPLOYEE REPRESENTATIVE SUPERVISORS AND

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The board (the "Board") of directors (the "Directors") of Yangtze Optical Fibre and Cable Joint Stock Limited Company* 長飛光纖光纜股份有限公司 (the "Company") announces that a meeting

of the Board was convened on November 22, 2019, at which, among other things, the resolution regarding the re-election or election and appointment of Directors and the resolution regarding amendments to certain articles in the Articles of Association of the Company (the "Articles of Association") were considered and approved. A meeting of the board of supervisors (the "Board of Supervisors") of the Company was also convened on November 22, 2019, at which the resolution regarding the election and appointment of non-employee representative Supervisors of the Company was considered and approved.

The above resolutions are subject to the approval of the shareholders of the Company (the "Shareholders") at the first extraordinary general meeting (the "EGM") for 2020.

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PROPOSED RE-ELECTION OR ELECTION AND APPOINTMENT OF DIRECTORS

The term of office of the second session of the Board will expire on January 24, 2020. The Board proposed that the third session of the Board shall consist of 12 Directors, comprising 1 executive Director, 7 non-executive Directors and 4 independent non-executive Directors. The Board proposed to nominate (i) Mr. Zhuang Dan as candidate for re-election and appointment as executive Director of the third session of the Board; (ii) Mr. Ma Jie, Mr. Philippe Claude Vanhille, Mr. Pier Francesco Facchini, Mr. Frank Franciscus Dorjee and Mr. Xiong Xiangfeng as candidates for re-election and appointment as non-executive Directors of the third session of the Board; (iii) Mr. Guo Tao, and Ms. Lai Zhimin as candidates for non-executive Directors of the third session of the Board; and (iv) Mr. Bingsheng Teng, Mr. Liu Deming, Mr. Song Wei and Dr. Wong Tin Yau, Kelvin as candidates for the independent non-executive Directors of the third session of the Board. Such appointments will be put forward to the Shareholders at the EGM for consideration and approval. Pursuant to the relevant laws, regulations and the Articles of Association, ordinary resolutions will be proposed at the EGM to approve the re-election and appointment of existing Directors and appointment of new Directors. The terms of office of all Directors of the third session of the Board will be three years effective from the date of the passing of the relevant resolutions at the EGM.

Among the members of the second session of the Board, due to expiration of term of office and work arrangements, Mr. Yao Jingming, Ms. Zheng Huili, Dr. Ngai Wai Fung, Dr. Ip Sik On Simon, Mr. Li Ping and Dr. Li Zhuo will retire from the position as Directors upon the passing of the resolutions to approve the re-election and appointment of existing Directors and appointment of new Directors at the EGM. To the best of the Directors' knowledge and belief, having made all reasonable enquiries, there is no disagreement between the retiring Directors and the Board and there are no other matters that need to be brought to the attention of the Shareholders.

Biographical details of the candidates proposed to be re-elected or to be elected as Directors at the EGM are set out in Appendix I to this announcement.

PROPOSED ELECTION AND APPOINTMENT OF MEMBERS OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS

The term of office of the second session of the Board of Supervisors will expire on January 24, 2020. The Board of Supervisors proposed that the third session of the Board of Supervisors shall consist of 3 supervisors (the "Supervisors") of the Company, comprising 2 non-employee representative Supervisors and 1 employee representative Supervisor. The Board of Supervisors proposed to nominate Mr. Li Ping and Dr. Li Zhuo as non-employee representative Supervisors of the third session of the Board of Supervisors. The employee representative Supervisor of the third session of the Board of Supervisors will be elected at the employee representatives' meeting. Pursuant to the relevant laws, regulations and the Articles of Association, ordinary resolutions will be proposed at the EGM to approve the election and appointment of Mr. Li Ping and Dr. Li Zhuo. The terms of office of Mr. Li Ping and Dr. Li Zhuo will each be three years effective from the date of the passing of the relevant resolutions at the EGM.

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Among the non-employee representative Supervisors of the second session of the Board of Supervisors, due to expiration of term of office and work arrangements, each of Mr. Liu Deming and Ms. Li Chang'ai will retire upon the passing of the resolutions to approve the election and appointment of Mr. Li Ping and Dr. Li Zhuo as non-employee representative Supervisors at the EGM. To the best of the Directors' knowledge and belief, having made all reasonable enquiries, there is no disagreement between the retiring Supervisors and the Board and the Board of Supervisors, and there are no other matters that need to be brought to the attention of the Shareholders.

Biographical details of the candidates proposed to be elected as Supervisors at the EGM are set out in Appendix II to this announcement.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Pursuant to the requirements of relevant laws and regulations and the actual need of the operations and management of the Company, the Company proposed to amend certain articles in the Articles of Association. The details of the amendments are set out in Appendix III to this announcement. The proposed amendments to the Articles of Association are subject to the approval of the Shareholders by way of a special resolution at the EGM and will come into effect after obtaining all necessary approvals, authorizations or registration (if applicable) from or filing with the relevant government or regulatory authorities.

CIRCULAR

A circular containing the details in relation to the above proposals and the notice of the EGM will be dispatched to the Shareholders in due course.

By Order of the Board

Yangtze Optical Fibre and Cable Joint Stock Limited Company*

長飛光纖光纜股份有限公司

Ma Jie

Chairman

Wuhan, PRC, November 24, 2019

As at the date of this announcement, the Board comprises Zhuang Dan and Frank Franciscus Dorjee, as executive directors; Ma Jie, Yao Jingming, Philippe Claude Vanhille, Pier Francesco Facchini, Xiong Xiangfeng and Zheng Huili, as non-executive directors; Ngai Wai Fung, Ip Sik On Simon, Li Ping and Li Zhuo, as independent non-executive directors.

• For identification purposes only

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APPENDIX 1: BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

CANDIDATE FOR EXECUTIVE DIRECTOR

Mr. Zhuang Dan (莊丹), age 49, has been an executive Director of the Company since January 24, 2017. Mr. Zhuang Dan has been the president of the Company since September 2011. He is primarily responsible for strategic development and planning, and day-to-day management of the Company. Mr. Zhuang Dan has more than 22 years of experience in the optical fibre and cable industry. He joined the Company in March 1998 and served as assistant manager and manager of the finance department successively from March 1998 to November 2001, and served as chief financial officer from November 2001 to September 2011. Mr. Zhuang Dan obtained a bachelor's degree in auditing from Wuhan University (武漢大學) in July 1992, a master's degree in accounting from Wuhan University in June 1995, a doctorate in accounting from Zhongnan University of Finance and Economics (中南財經大學) in June 1998, and a postdoctoral certificate in business administration from Shanghai University of Finance and Economics (上海財經大學) in April 2001. Currently, he is a deputy to the 13th session of the People's Congress of Hubei Province, and has received special government allowance awarded by the State Council of the PRC.

As at the date of this announcement, Mr. Zhuang Dan holds 2,350,000 underlying A Shares represented by the units in Wuhan Ruitu Management Consulting Partnership Enterprise (Limited Partnership), representing approximately 0.31% of the total issued share capital of the Company, within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO").

CANDIDATES FOR NON-EXECUTIVE DIRECTORS

Mr. Ma Jie (馬杰), age 48, is a member of the Communist Party of China and a professor-level senior engineer with a doctoral degree. Mr. Ma Jie has been a non-executive Director of the Company since December 19, 2013. He has been the Chairman of the Company and the Chairman of the Strategy Committee since January 24, 2017. He is responsible for providing strategic advice and making recommendations on the operations and management of the Company. Mr. Ma Jie has been serving as a director of the board and the general manager of China Huaxin Post and

Telecommunications Economy Development Center (renamed as China Huaxin Post and Telecom Technologies Co., Ltd (中國華信郵電科技有限公司)) ("China Huaxin"), one of the substantial

shareholders of the Company, since October 2017, and is primarily responsible for overall business operation and management. Mr. Ma Jie has also held positions in several subsidiaries of China Huaxin. He currently serves as a director and general manager of China Huaxin; a member of the

Party committee and a director of Nokia Shanghai Bell Co., Ltd; the chairman of Unihub China Information Technology Co., Ltd (中盈優創資訊科技有限公司) and Shanghai Huaxin Infotech Ltd (上海華信長安網絡科技有限公司); and the director of ALE Holding and RFS Radio Frequency Systems Holdings Ltd.* (安弗施無線射頻系統控股有限公司). He consecutively served as the

consultant of strategic consulting and investment development and head of the human resources department of Nokia Shanghai Bell Co., Ltd, and the director of human resources department

of Shanghai Bell Alcatel Mobile Communication System Company Limited (上海貝爾阿爾卡 特移動通信系統有限公司) from 1998 to 2002; he consecutively served as the vice-president, a

member of the Party committee, the executive vice-president, the general secretary and the director

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of the foreign affairs office of Shanghai Bell-Alcatel Co., Ltd. (上海貝爾阿爾卡特股份有限公

司) from 2002 to 2008. From 2002 to 2014, Mr. Ma Jie served as a director of Shanghai Fortune Communications Technology Development Co., Ltd. (上海富欣通信技術發展有限公司). From 2008 to June 2011, he consecutively served as the vice-president, a member of the Party committee, the executive vice-president and a member of the leadership team of Nokia Shanghai Bell Co., Ltd, mainly responsible for human resources work in Nokia Shanghai Bell Co., Ltd, during which he also consecutively served as a director of the foreign affairs division of Nokia Shanghai Bell

Co., Ltd, the director of Lucent Technologies Qingdao Telecommunications Systems Ltd. (青島 朗訊科技通訊設備有限公司), and the general manager of Beijing Alcatel-Lucent Technologies Ltd.* (北京阿爾卡特朗訊科技有限公司). He was a member of the management committee and the

executive deputy general manager of China Huaxin from January 2010 to October 2017.

Mr. Philippe Claude Vanhille (菲利普•范希爾), age 55, has been a director of the Company since December 19, 2013, and has been the Vice Chairman of the Board and a member of the Strategy Committee of the Company since January 24, 2017. He is responsible for providing strategic advice and making recommendations on the operations and management of the Company. Mr. Philippe Claude Vanhille has over 25 years of experience in optical fibre and cable industry. He has been serving as the senior vice-president of Telecom Business Unit of the Prysmian Group since May 2013, where he is primarily responsible for the global telecom business of the Prysmian Group, and an executive director of Draka Comteq B.V. ("Draka"), one of the substantial shareholders of the Company, since June 2013. Mr. Philippe Claude Vanhille concurrently also holds several positions in certain subsidiaries of Prysmian S.p.A, a company listed on the Milan Stock Exchange (Stock Code: PRYMY) which indirectly holds the entire equity interest in Draka, including serving as a non-executive director of Draka Comteq Fibre B.V. since January 2013, a member of the Comitê de Controle of Draka Comteq France S.A.S. since June 2013, the chairman of the board of directors of Fibre Ottiche Sud S.r.l. since October 2011, a non-executive director of Prysmian Cables and Systems USA LLC since June 2013 and a non- executive director of Precision Fibre Optics Ltd., a joint venture owned as to 50% by the Prysmian Group, since June 2013. He has also been serving as the chairman of Telecom committee of Europacable (European Trade Association) since May 2013. Prior to the current positions, Mr. Philippe Claude Vanhille acted as a R&D engineer for Renault S.A. from October 1989 to February 1991, where he was primarily responsible for improving Formula 1 engine parts. He moved to the cable industry in 1991 with Alcatel Cable France S.A.. Over the past 22 years he held a number of senior operations and general management positions within the cable industry for Alcatel Cable France S.A. and Draka Holding N.V., a company then listed on the Euronext Amsterdam (Stock Code: DRAK), and subsequently in the energy, copper telecom and optical fibre sectors. He was head of Optical Fibre Business Unit of Draka Holding N.V. at the time of the acquisition of Draka Holding N.V. by Prysmian S.p.A.

in 2011. He also concurrently served as a non-executive director of Shenzhen SDG Information Draka Optical Fibre Co., Ltd. (深圳特發信息德拉克光纖有限公司, currently known as "Shenzhen SDG Information Optical Fibre Co., Ltd. (深圳特發信息光纖有限公司)") from January 2008 to

June 2009. From July 2011 to May 2013, he further served as a vice president of Optical Fibre Business Unit of the Prysmian Group, where he was primarily responsible for the global optical fibre business of the Prysmian Group, and a director of Draka Comteq France S.A.S.. Mr. Philippe Claude Vanhille obtained a master's degree in mechanical engineering from I.N.S.A. Lyon, France in June 1989 and graduated from Institut Francais de Gestion, Aix-en-Provence, France in June 1997 with a master's degree in management.

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Mr. Pier Francesco Facchini, age 52, has been a non-executive director of the Company since January 24, 2017. Mr. Pier Francesco Facchini is currently the chief financial officer, the IT director and an executive director of Prysmian S.p.A., a company listed on the Milan Stock Exchange (Stock Code: PRYMY) and Draka (one of the substantial shareholders of the Company), and he has been a member of the board of directors of Prysmian S.p.A. since February 2007. Mr. Pier Francesco Facchini also holds a number of positions simultaneously in the subsidiaries of Prysmian S.p.A., including the president of Draka Comteq France S.A.S., Prysmian Cables et Systemes France S.A.S. and Comitê de Controle of Silec Cable S.A.S., the chairman of the Board of Commissioners in P.T. Prysmian Cables Indonesia, the chairman of the board of directors of Prysmian Treasury S.r.l., the director of Prysmian Cables Spain S.A., Prysmian Cavi e Sistemi S.r.l., Turk Prysmian Kablo Ve Sistemlier A.S and Prysmian (China) Investment Company Ltd., and the chairman of the board of supervisors of Prysmian MKM Magyar Kabel Muvek KFT. Mr. Pier Francesco Facchini obtained a doctoral degree in business administration from Università Bocconi, Milan, Italy, in March 1991, and he was granted the professional qualification as a certified chartered accountant by the Ministry of University, Research and Development in Italy in 1994.

Mr. Frank Franciscus Dorjee, age 59, has been an executive Director of the Company and a member of the Nomination and Remuneration Committee since December 19, 2013. He is primarily responsible for overall management of the Company's investment strategies and business development. Mr. Frank Franciscus Dorjee once joined the board of directors of Oman Cables Industry (SAOG), a company listed on the Muscat Securities Market (Stock Code: OCAI) in March 2012 and had been serving as the vice-chairman of the board of directors for the period from July 2012 to December 1, 2014. He has been a member of the supervisory board and chairman of the audit committee of Randstad Holding N.V., a company listed on the Euronext Amsterdam (Stock Code: RAND), since April 2014. Since September 2016, he has been a member of the board of Supervisors and the chairman of the audit committee of Koole Terminal BV. Since July 2017, he has been a member of the supervisory board of Fotowatio Renewable Ventures. He has also been a member of the Supervisory Board and the Chairman of the Audit Committee of Beacon Rail Lux Holdings S.A.R.L. since August 2017. Prior to these positions, Mr. Frank Franciscus Dorjee joined KPMG Accountant N.V. in 1986, an international accounting firm, and was appointed partner in January 1995. He joined Van der Moolen Holding N.V., which was a Dutch equity trading firm and one of the specialists on the New York Stock Exchange, in October 2000 and served as the chief financial officer and a member of the executive board until February 2005. From March 2005 to December 2009, he acted as the chief financial officer and a member of the board of management of Draka Holding N.V., a company then holding 100% equity interest in Draka, one of the substantial shareholders of the Company. He further served as the chief executive officer and chairman of the board of management of Draka Holding N.V. from January 2010 to February 2011. Mr. Frank Franciscus Dorjee also served as the chief strategic officer and a member of the board of directors of Prysmian S.p.A. from March 2011 to February 2014. Prysmian S.p.A. indirectly holds 100% equity interest in Draka, one of the substantial shareholders of the Company, and is a company listed on the Milan Stock Exchange (Stock Code: PRYMY). Mr. Frank Franciscus Dorjee studied at the University of Amsterdam from September 1979 until March 1986 and obtained a bachelor's degree in economics and law as well as a master's degree in business economics in July 1984, a master's degree in tax law in March 1986 and a master's degree in tax economics in March 1986. He has been a certified public accountant registered at the Nederlands Instituut van Register accountants since March 1987.

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As at the date of this announcement, Mr. Frank Franciscus Dorjee is interested in 336,000 H Shares, representing approximately 0.04% of the total issued share capital of the Company, within the meaning of Part XV of the SFO.

Mr. Xiong Xiangfeng (熊向峰), age 55, is a member of the Communist Party of China and a senior engineer with a master's degree. He has been a non-executive Director of the Company since December 2013. He is responsible for providing strategic advice and making recommendations on the operations and management of the Company. Mr. Xiong Xiangfeng has over 30 years of experience in optical fibre and cable industry. Mr. Xiong Xiangfeng has served as the president of Wuhan Yangtze Communications Industry Group Co., Ltd. ("Yangtze Communications"), one of the substantial shareholders of the Company and a company listed on the Shanghai Stock Exchange (Stock Code: 600345), since April 2013, where he was primarily responsible for the overall management of the company and a director since May 2014. Mr. Xiong Xiangfeng has also held several positions in certain subsidiaries of Yangtze Communications since April 2013,

and is currently the chairman of the board of directors of Wuhan YCIG Zhilian Technology Company Limited. (武漢長江通信智聯技術有限公司). He once worked at Wuhan Research Institute of Posts and Telecommunications (武漢郵電科學研究院) and served as the secretary of

Youth League committee, the deputy director of office, the deputy director of the optical fibre and cable department, the general manager of the cable plant. Since December 1999, Mr. Xiong

Xiangfeng served various positions in FiberHome Telecommunication Technologies Co., Ltd. (烽火通信科技股份有限公司), a company listed on the Shanghai Stock Exchange (Stock Code:

600498), including the secretary of the board of directors from December 1999 to March 2002, the vice president and the secretary of the board of directors from April 2002 to April 2005, the vice president, the deputy Party secretary, the secretary of the board of directors and the chairman of labour union from May 2005 to March 2010 and the vice president, the deputy Party secretary and the chairman of labour union from April 2010 to April 2013.

Mr. Xiong Xiangfeng obtained his bachelor's degree in photoelectric imaging technology from East China Institute of Engineering (華東工學院, currently known as Nanjing University of Science and Technology (南京理工大學)) in July 1986 and a master's degree in business administration from Wuhan University (武漢大學) in June 2009.

As at the date of this announcement, Mr. Xiong Xiangfeng holds 705,000 underlying A Shares represented by the units in Wuhan Ruitu Management Consulting Partnership Enterprise (Limited Partnership), representing approximately 0.09% of the total issued share capital of the Company, within the meaning of Part XV of the SFO.

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Mr. Guo Tao (郭韜), age 49, is a member of the Communist Party of China with a master's degree. He is currently the deputy general manager and secretary to the board of China Huaxin Post and Telecom Technologies Co., Ltd., a member of the discipline inspection committee of

Nokia Shanghai Bell Co., Ltd, and the director of Huaxin Capital Investment Management Ltd (華信長安資本投資管理有限公司). He consecutively served as an assistant engineer and the

principal staff of the Construction Committee of Shandong Province from July 1992 to 2001. From 2001 to 2010, he was the director of the human resources department, the President's Office and the strategy department of Nokia Shanghai Bell Co., Ltd and Shanghai Bell-Alcatel Co., Ltd. He has been serving as the chief strategy officer of Alcatel-Lucent Group from 2010 to 2012. From 2013 to 2015, he was the head of strategy and investment of Nokia Shanghai Bell Co., Ltd. He consecutively served as the senior vice-president, the executive vice-president and a member of the discipline inspection committee of Nokia Shanghai Bell Co., Ltd from 2015 to May 2018, primarily in charge of the strategic and innovation work of the company.

Ms. Lai Zhimin (賴智敏), age 51, a member of the Communist Party of China, graduated with a university bachelor's degree and obtained the title of senior accountant. Ms. Lai Zhimin served as the assistant to the general manager of the financial management department and the deputy general manager at FiberHome Telecommunication Technologies Co., Ltd. as well as the deputy director of the financial management department at Wuhan Research Institute of Posts and Telecommunications. She has been serving as the chief financial officer since April 2013 and the vice president since May 2015 at Yangtze Communications.

CANDIDATES FOR INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Bingsheng Teng (滕斌聖), age 49, holder of doctoral degree. Mr. Bingsheng Teng joined the Cheung Kong Graduate School of Business at the end of 2006 and currently is the vice president and a professor of strategy of the school. Mr. Bingsheng Teng received his doctoral degree in strategic management from the City University of New York in 1998 and taught in the GWU School of Business from 1998 to 2006, serving as associate professor of strategy and doctoral tutor, and was tenured and responsible for the doctoral program in the field of strategy in the school. In 2003, Mr. Bingsheng Teng was awarded the Wendell and Louis Crain Research Scholar at the GWU School of Business, with his biography appearing in Who's Who in America and Who's Who in American Higher Education.

Mr. Bingsheng Teng's research and teaching focus on strategic alliances, mergers and acquisitions, entrepreneurship and innovation, family business management, and transnational business operations of enterprises. Mr. Bingsheng Teng serves on the editorial boards of academic journals, such as International Entrepreneurship and Management Journal, Journal of Business Research and Frontiers of Business Research in China, and is a professional reviewer of all the international top strategics journals. In the past few years, Mr. Bingsheng Teng has published over 20 papers in internationally famous journals, including top journals such as Academy of Management Review and Organization Science. Mr. Bingsheng Teng is regarded as an authority on corporate strategy, and has been frequently interviewed by the media such as Wall Street Journal and New York Times. His research results have been included in a number of strategics textbooks, and some of his articles are considered as required readings by research alliances and have received thousands of professional citations.

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Mr. Bingsheng Teng has rich experience in management teaching and enterprise consultation. The enterprises that ever consulted him or were provided with training by him includes China Mobile, Lenovo Group, Tencent, Baidu and China Resources Group. Mr. Bingsheng Teng has been an independent non-executive director of Haisco Pharmaceutical Group Co., Ltd. (海思科醫藥集團 股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002653) since January 2017, Aoshikang Technology Co. Ltd. (奧士康科技股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002913) since 2018 and Wanda Hotel Development Company Limited (萬達酒店發展有限公司), a company listed on The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange") (stock code: 169) since March 2019. Prior to this, he was (i) an independent non-executive director of Shandong Gold Mining Co., Ltd. (山東黃金礦 業股份有限公司) from 2014 to 2017, a company whose shares are listed on the Hong Kong Stock Exchange (stock code: 1787) in 2018 and on the Shanghai Stock Exchange (stock code: 600547) in 2003; and (ii) an independent non-executive director of ZTE Corporation (中興通訊股份有限公

司), a company whose shares are listed on the Hong Kong Stock Exchange (stock code: 763) and

on the Shenzhen Stock Exchange (stock code: 000063) from 2015 to 2018.

Mr. Liu Deming (劉德明), age 62, has been an independent Supervisor of the Company since June 9, 2015. Mr. Liu Deming is a professor of Huazhong University of Science and Technology, a member of the Expert Committee of China Next Generation Internet, an executive director of Chinese Society for Optical Engineering, the director of the Expert Committee of Optical Communication and Information Networking, the director of the National Engineering Laboratory for Next Generation Internet Access System, and the general secretary of Wuhan Internet of Things Industry Association. Mr. Liu Deming went to University of Duisburg-Essen in Germany for visiting study from 1994 to 1996, obtained a doctorate from Huazhong University of Science and Technology in 1999, and went to Nanyang Technological University in Singapore for visiting study from 1999 to 2000. Since 2000, he has been the director of Department of Optoelectronic Engineering (currently known as School of Optical and Electronic Information) of Huazhong University of Science and Technology. Mr. Liu Deming has long been engaged in teaching and research work in the areas of optical fibre communication and sensing. During the past 31 years, Mr. Liu Deming has undertaken more than 20 national key projects, including the National 973 Project, 863 Project, the key projects and the key project topics of the National Science Foundation, and the National Key Scientific Instrument and Equipment Development Project. He has obtained several major achievements, including winning the National Technological Invention Award (twice), the first prize (thrice) and the second prize (four times) of the provincial award, and the gold medal (once) and the silver medal (twice) of the Geneva International Invention Award. Mr. Liu Deming has filed more than 100 invention patents applications in the United States and China (among which, 50 have been granted) and has published more than 200 SCI papers and five textbooks and academic works.

Mr. Song Wei (宋瑋), age 55, is the chairman and chief partner of Seapower Tax Consultancy Co., Ltd. since 2001, and managing director of Seapower Technology Co., Ltd. since 2008. Before his current positions, Mr. Song Wei was section chief and assistant investigator of The Offshore Oil Tax Administration of the Ministry of Finance from 1985 to 1993, auditor of KPMG Accounting Firm, Hong Kong from 1993 to 1995, assistant investigator of the Department of Foreign Tax Affair of the State Administration of Taxation from 1995 to 1998, and appointed by State Administration of Taxation to be director of the China International Tax Consultancy (Hong Kong) Co., Ltd. from 1998 to 2001.

Mr. Song Wei obtained a bachelor's degree in Economics from Dongbei University of Finance and Economics in August 1985, and obtained a master's degree in Professional Accountancy from The Chinese University of Hong Kong in December 2004. Mr. Song Wei is currently a Member of the 11th CPPCC Guangdong Provincial Committee, executive director of The China Certified Tax Agents Association, vice president of Guangdong Certified Tax Agents Association, member of the Administrative Reconsideration Committee of the State Administration of Taxation of Guangdong Province, executive director of Guangdong Provincial Tax Institute, associate member

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of The Association of International Accountants (UK), part-time postgraduate mentor of Shanghai National Accounting Institute, part-time postgraduate mentor of Dongbei University of Finance and Economics. Mr. Song Wei is also a Chinese Certified Public Accountant, a Chinese Certified Tax Agent and an Associate Member of AIA (UK).

As at the date of this announcement, Mr. Song Wei is interested in 200,000 H Shares (as defined in Part XV of the SFO), representing approximately 0.03% of the entire issued share capital of the Company.

Dr. WONG Tin Yau, Kelvin (黃天祐), age 59, JP, holder of doctoral degree. Dr. Wong Tin

Yau, Kelvin is an executive director, a deputy managing director and the chairman of Corporate Governance Committee of COSCO SHIPPING Ports Limited (中遠海運港口有限公司), a company listed on the Hong Kong Stock Exchange (Stock Code: 1199). He is the chairman of Financial

Reporting Council and a member of Operations Review Committee of Independent Commission

Against Corruption of Hong Kong. Dr. Wong Tin Yau, Kelvin is currently an independent non- executive director of China ZhengTong Auto Services Holdings Limited (中國正通汽車服務控股 有限公司), a company listed on the Hong Kong Stock Exchange (Stock Code: 01728), Huarong International Financial Holdings Limited (華融國際金融控股有限公司), a company listed on the Hong Kong Stock Exchange (Stock Code: 0993) and I.T Limited (Stock Code: 0999). Dr.

Wong Tin Yau, Kelvin served as an independent non-executive director of AAG Energy Holdings Limited (亞美能源控股有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 2686) from June 2015 to April 2016, an independent non-executive director of Asia Investment Finance Group Limited (亞投金融集團有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 0033) from October 2016 to February 2018 and an independent non- executive director of Mingfa Group (International) Company Limited (明發集團（國際）有限公

司), a company listed on the Hong Kong Stock Exchange (stock code: 0846) from September 2018 to March 2019. All the aforementioned companies are listed in Hong Kong. In addition, he is an

independent non-executive director of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (上海復 星醫藥（集團）股份有限公司), a company dually listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange (stock code: 2196 and 600196) and Bank of Qingdao Co., Ltd. (青島銀 行股份有限公司), a company dually listed on the Hong Kong Stock Exchange and the Shenzhen Stock Exchange (stock code: 3866 and 002948). Moreover, Dr. Wong Tin Yau, Kelvin has also

served as an independent non-executive director of Xinjiang Goldwind Science & Technology Co., Ltd., (新疆金風科技股份有限公司), a company dually listed on the Hong Kong Stock Exchange and the Shenzhen Stock Exchange (stock code: 2208 and 002202) for the period from June 2011 to

June 2016 and he was re-appointed as an independent non-executive director of the same company on October 22, 2016.

Dr. Wong Tin Yau, Kelvin was the chairman of The Hong Kong Institute of Directors, a non-executive director of the Securities and Futures Commission, the chairman of Investor and Financial Education Council, a member of Financial Reporting Council, a Convenor-cum-Member of Financial Reporting Review Panel, a member of Standing Committee on Company Law Reform, a member of Main Board and Growth Enterprise Market Listing Committees of The Stock Exchange of Hong Kong Limited.

Dr. Wong Tin Yau, Kelvin obtained a master's degree in business administration from Andrews University in Michigan, the USA in 1992 and a Ph.D. in business administration degree from The Hong Kong Polytechnic University in 2007.

Each of the above Director candidates will enter into service contracts with the Company after the passing of the proposed ordinary resolutions regarding their appointments at the EGM. Pursuant to the Articles of Association, the terms of office of Directors shall be three years, which is renewable upon re-election and re-appointment. Each of the service contracts with the Directors will be for a term of three years effective from the date of the passing of the relevant resolutions at the EGM.

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The Nomination and Remuneration Committee of the Company reviews and makes recommendations on the remuneration policy and scheme for Directors, taking into account compensation paid by comparable companies, time commitment and responsibilities of the Directors and performance of the Group. Pursuant to the service contracts to be respectively entered into between each of the Director candidates and the Company, Mr. Zhuang Dan will be entitled to receive a director's fee of RMB380,000 per annum (after all taxes have been deducted) for serving as an executive Director, while each of Mr. Ma Jie, Mr. Guo Tao, Mr. Philippe Claude Vanhille, Mr. Pier Francesco Facchini, Mr. Franciscus Dorjee, Mr. Xiong Xiangfeng and Ms. Lai Zhimin will be entitled to receive a director's fee of RMB380,000 per annum (after all taxes have been deducted) for serving as a non-executive executive Director, and each of Mr. Bingsheng Teng, Mr. Liu Deming, Mr. Song Wei and Dr. Wong Tin Yau, Kelvin, will be entitled to receive a director's fee of RMB380,000 per annum (after all taxes have been deducted) for serving as an independent non-executive Director, respectively. The aforementioned remuneration shall be subject to the approval by the Shareholders at the EGM.

Except as stated above, none of the above Director candidates has (i) held any other position in the Group; (ii) any other relationship with any Director, Supervisor, senior management, substantial shareholder or controlling shareholder of the Company; (iii) held any other directorship in any listed company in the last three years; or (iv) any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, there are no other matters relating to the appointment of the above Director candidates that need to be brought to the attention of the Shareholders nor there is any information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

APPENDIX 2: BIOGRAPHICAL DETAILS OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS CANDIDATES

CANDIDATES FOR NON-EMPLOYEE REPRESENTATIVE SUPERVISORS

Mr. Li Ping (李平), age 65, has been an independent non- executive Director since 24 September 2014 and is a member of the Strategy Committee of the Company. He has been appointed as the Chairman and a member of the Nomination and Remuneration Committee with effect from January 24, 2017. He is responsible for providing independent advice on the operations and management of the Company. He has extensive administrative experience in the management of listed companies and has over 40 years of experience in operation and working in China's telecommunications

industry. Mr. Li Ping has been serving as the chairman and an executive director of China Communication Service Co., Ltd. (中國通信服務股份有限公司), a company listed on the Hong

Kong Stock Exchange (Stock Code: 552), for the period from August 2006 to October 2014. Prior

to these positions, he once served as the executive vice president of China Telecom Corporation Limited (中國電信股份有限公司), a company listed on the Hong Kong Stock Exchange (Stock Code: 728), the vice chairman and chief operating officer of China Mobile Limited (中國移動有限

公司), a company listed on the New York Stock Exchange (Stock Code: CHL) and the Hong Kong

Stock Exchange (Stock Code: 941) and the Deputy Directorate General of Telecommunications

of the Ministry of Posts and Telecommunications of the PRC (中國郵電部, the predecessor of the Ministry of Industry and Information Technology of the PRC (中國工業和信息化部)). Mr. Li Ping

graduated from Beijing University of Posts and Telecommunications (北京郵電大學) majoring in radio communication in October 1975 and graduated from the University at Buffalo School of Management of the State University of New York, USA, with a master's degree in business administration in January 1989.

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Dr. Li Zhuo (李卓), age 50, has been an independent non-executive Director since September 24, 2014. He is a member of the Audit Committee and Strategy Committee of the Company and is responsible for providing independent advice on the operations and management of the Company. Dr. Li Zhuo is currently a professor of economics and the deputy director of the Centers Researches bases of The Ministry of Education, Center for Economic Development Research of

Wuhan University (武漢大學). From July 1989 to August 1992, Dr. Li Zhou worked at Xiangfan Branch of China National Real Estate Development Group Corporation (中國房地產開發集團公 司襄樊分公司), and later worked at Guangzhou Branch of the People's Bank of China (中國人民 銀行廣州分行). Dr. Li Zhuo has been working at Wuhan University since 1998 and consecutively

held the positions of lecturer and assistant professor until 2001 and until 2006, respectively. Since 2006, he has been a professor of Wuhan University. He also served as a visiting scholar of University of Illinois at Urbana-Champaign from July 2002 to July 2003 and University of Paris

1. in 2007. Dr. Li Zhuo graduated from Hubei University of Technology (湖北工業大學) with a bachelor's degree in industrial and civil construction in 1989. He also obtained a master's degree in international economics and a doctorate in international economics from Wuhan University in June 1995 and in June 1998, respectively. Dr. Li Zhuo was listed in the "Prominent Talent Plan in the New Century" recognized by the Ministry of Education of the PRC in October 2010.

Each of the above non-employee representative Supervisor candidates will enter into a service contract with the Company after the passing of the proposed ordinary resolutions regarding their appointments at the EGM. Pursuant to the Articles of Association, the term of office of Supervisors shall be three years, which is renewable upon re-election and re-appointment. Each of the contracts with the non-employee representative Supervisors will be for a term of three years effective from the date of the passing of the relevant resolutions at the EGM.

The Nomination and Remuneration Committee of the Company reviews and makes recommendations on the remuneration policy and scheme for Supervisors, taking into account compensation paid by comparable companies and performance of the Group. Pursuant to the service contracts to be respectively entered into between each of the non-employee representative Supervisor candidates and the Company, each of Mr. Li Ping and Dr. Li Zhuo shall be entitled to a remuneration of RMB200,000 per annum (after all taxes have been deducted), respectively, as non- employee representative Supervisors of the Company, which sum shall be subject to the approval by the Shareholders at the EGM.

Except as stated above, none of the above non-employee representative Supervisor candidates has (i) held any other directorship in any listed company in the last three years; (ii) held any other position in the Group; (iii) any other relationship with any Director, Supervisor, senior management, substantial shareholder or controlling shareholder of the Company; or (iv) any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, there are no other matters relating to the appointment of the above non- employee representative Supervisors candidates that need to be brought to the attention of the Shareholders nor there is any information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

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APPENDIX 3: AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Existing articles of the Articles of Association	Articles of the Articles of Association after
	amendment
Article 19 Upon establishment, the Company	Article 19 Upon establishment, the Company
issued 159,870,000 Overseas Listed Foreign	issued 159,870,000 Overseas Listed Foreign
Shares upon approval of the securities	Shares upon approval of the securities
regulatory authority of the State Council on 10	regulatory authority of the State Council on 10
December 2014.	December 2014.
Upon the completion of the abovementioned	Upon the completion of the abovementioned
issuance of Overseas Listed Foreign Shares,	issuance of Overseas Listed Foreign Shares,
the shareholding structure of the Company was	the shareholding structure of the Company was
as follows: total share capital of 639,462,598	as follows: total share capital of 639,462,598
shares, including 299,764,804 Domestic	shares, including 299,764,804 Domestic
Shares, representing 46.88% of the total	Shares, representing 46.88% of the total
number of ordinary shares issued by the	number of ordinary shares issued by the
Company, 339,697,794 H Shares, representing	Company, 339,697,794 H Shares, representing
53.12% of the total number of ordinary shares	53.12% of the total number of ordinary shares
issued by the Company.	issued by the Company.
On 18 December 2015, the Company issued	On 18 December 2015, the Company issued
11,869,000 Overseas Listed Foreign Shares	11,869,000 Overseas Listed Foreign Shares
after approval of the securities regulatory	after approval of the securities regulatory
authority of the State Council. Meanwhile, the	authority of the State Council. Meanwhile, the
Company issued 30,783,000 Domestic Shares	Company issued 30,783,000 Domestic Shares
upon approval by the Company.	upon approval by the Company.
Upon the issuance of Overseas Listed	Upon the issuance of Overseas Listed
Foreign Shares and Domestic Shares as	Foreign Shares and Domestic Shares as
abovementioned, the shareholding structure	abovementioned, the shareholding structure
of the Company shall be as follows: total	of the Company shall be as follows: total
share capital of 682,114,598 shares, including	share capital of 682,114,598 shares, including
330,547,804 Domestic Shares, representing	330,547,804 Domestic Shares, representing
48.46% of the total number of ordinary	48.46% of the total number of ordinary shares,
shares, details as follows: 179,827,794	and 351,566,794 H Shares, representing
shares are held by China Huaxin Post	51.54% of the total number of ordinary shares.
and Telecom Technologies Co . , Ltd . ,
representing 26.37% of the total ordinary	On 29 June 2018, upon approval by the
share capital, 119,937,010 shares are held	securities regulatory authority of the State
by Wuhan Changjiang Communications	Council, the Company made an initial public
Industry Group Company Ltd., representing	offering of 75,790,510 Domestic Shares. On
17.58% of the total ordinary share capital,	20 July 2018, such publicly offered Domestic
15,900,000 Shares are held by Wuhan	Shares were listed together with the Domestic
Ruitu Management Consulting Partnership	Shares previously issued by the Company.
E n t e r p r i s e ( L i m i t e d P a r t n e r s h i p ) ,	The shareholding structure of the Company is
representing 2.33% of the total ordinary	as follows: total share capital of 757,905,108
share capital, 9,095,000 Shares are held by	shares, including 406,338,314 A Shares,

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Wuhan Ruiteng Management Consulting P a r t n e r s h i p E n t e r p r i s e ( L i m i t e d Partnership) representing 1.33% of the total ordinary share capital, 3,413,000 Shares are held by Wuhan Ruihong Management Consulting Partnership Enterprise (Limited Partnership), representing 0.50% of the total ordinary share capital, 2,375,000 Shares are held by Wuhan Ruiyue Management Consulting Partnership Enterprise (Limited Partnership), representing 0.35% of the total ordinary share capital.351,566,794 H shares, representing 51.54% of the total number of ordinary shares issued by the Company, details as follows: 179,827,794

Shares are held by Draka Comteq B.V., representing 26.37% of the total ordinary share capital, 171,739,000 Shares are held by H Shareholders, representing 25.17% of the total ordinary share capital.

On 29 June 2018, upon approval by the securities regulatory authority of the State Council, the Company made an initial public offering of 75,790,510 Domestic Shares. On 20 July 2018, such publicly offered Domestic Shares were listed together with the Domestic Shares previously issued by the Company. The shareholding structure of the Company is as follows: total share capital of 757,905,108 shares, including 406,338,314 A Shares, representing 53.61% of the total number of ordinary shares of the Company; and 351,566,794 H Shares, representing 46.39% of the total number of ordinary shares issued by the Company.

representing 53.61% of the total number of ordinary shares of the Company; and 351,566,794 H Shares, representing 46.39% of the total number of ordinary shares issued by the Company.

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Article 27 Subject to the requirements of laws, administrative regulations, departmental rules and other normative documents and the Articles of Association, the Company may repurchase its issued Shares pursuant to legal procedures under the following circumstances:

1. to cancel Sharesfor the purpose of capital reduction;
2. to merge with another company that holds Shares;

Article 27 Subject to the requirements of laws, administrative regulations, departmental rules and other normative documents and the Articles of Association, the Company may repurchase its issued Shares pursuant to legal procedures under the following circumstances:

1. for the purpose of capital reduction;
2. to merge with another company that holds Shares;

1. to grant awards ofShares to its employees;
2. to repurchase, at their request, Shares from Shareholders dissenting from the resolutions adopted by the General Meeting for the merger or division of the Company;
3. other circumstances as permitted by laws and administrative regulations.

Except under the foregoing circumstances, the Company shall not engage in the purchase or saleof its own Shares.

1. to applyshares in the employee stock ownership scheme or equity incentives;
2. to repurchase, at their request, Shares from Shareholders dissenting from the resolutions adopted by the General Meeting for the merger or division of the Company;
3. to utilize Shares for conversion of corporate bonds which are convertible into shares issued by the Company;
4. where it is necessary to safeguard its value and the interests of its shareholders;
5. other circumstances as permitted by laws and administrative regulations.

Except under the foregoing circumstances, the Company shall not repurchaseits own Shares.

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Article 28 The Company may, with the	Article 28 The Company may, with the
approval of the relevant governing authority of	approval of the relevant governing authority of
the PRC for repurchasing its Shares, conduct	the PRC for repurchasing its Shares, conduct
the repurchase in one of the following manners:	the repurchase in one of the following manners:
(1)	to make a pro rata general offer of	(1)	to make a pro rata general offer of
	repurchase to all of its Shareholders;		repurchase to all of its Shareholders;
(2)	to repurchase Shares through public	(2)	to repurchase Shares through public
	trading on a stock exchange;		trading on a stock exchange;
(3)	to repurchase through an off-market	(3)	to repurchase through an off-market
	agreement; or		agreement; or
(4)	other means as permitted by relevant	(4)	other means as permitted by relevant
	regulatory authorities.		regulatory authorities.
		Any Share repurchase by the Company
		due to the circumstances set out under
		subparagraph (3), subparagraph (5),
		subparagraph (6) of Article 27, shall be
		conducted through public and centralized
		trading.

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Article 30 Any Share repurchase by the Company due to the circumstances set out in subparagraphs (1) to (3)of Article 27 shall be resolved upon by the General Meeting of the Shareholders and by the general meeting of class Shareholders. Where a holder of

H Shares requests the Company to buy back its Shares pursuant to subparagraph

1. of Article 27, such repurchases by the Company shall comply with the requirements of relevant stock exchange rules and other normative documents.Upon repurchase of the Shares pursuant to Article 27, the Company shall cancel such repurchased Shares within ten (10) days from the repurchase, if such repurchase constituted the circumstance set out in subparagraph (1); or shall transfer or cancel such repurchased Shares within six (6) months of the repurchase, if such repurchase constituted the circumstances set out in subparagraphs (2) or (4).

Shares repurchased by the Company pursuant to subparagraph (3) of Article 27 shall not exceed 5% of the total issued Shares of the Company. Such repurchases shall be funded by the profits (after all taxes have been deducted) of the Company and the repurchased Shares shall be transferred to the employees within one (1) year.

Article 30 Any Share repurchase by the Company due to the circumstances set out in subparagraph (1) or subparagraph (2)of Article 27 shall be resolved upon by the General Meeting of the Shareholders. Any

Share repurchase by the Company due to the reasons set out under subparagraph (3), subparagraph (5), subparagraph (6) of Article 27, a resolution thereon may, pursuant to the requirements of the Articles of Association or the mandate of the General Meeting, be passed at a Board meeting that is attended by at least two-thirds of directors.

Upon repurchase of the Shares pursuant to Article 27, the Company shall cancel such repurchased Shares within ten (10) days from the repurchase, if such repurchase constituted the circumstance set out in subparagraph (1); shall transfer or cancel such repurchased Shares within six (6) months of the repurchase, if such repurchase constituted the circumstances set out in subparagraphs (2) or (4); the total number of Shares held by the Company shall not exceed 10% of the total issued Shares of the Company and shall be transferred or cancelled within 3 years, if such repurchase is made under the circumstance set out in subparagraph (3), subparagraph (5) or subparagraph (6).

Notwithstanding the abovementioned article, if the matters relating to above mentioned repurchase of Shares are subject to other requirements under applicable laws, administrative regulations, other requirements under the Articles of Association, and the laws of the places where the shares are listed or relevant requirements of the securities regulatory authority, such regulations shall prevail.

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Article 68 The location of the General	Article 68 The location of the General
Meetings shall be the domicile of the Company	Meetings shall be the domicile of the Company
or other places specified in the notice of the	or other places specified in the notice of the
General Meetings.	General Meetings.
A General Meeting will have a meeting	A General Meeting will have a meeting venue
venue and will take place in the form of an	and will take place in the form of an on-site
on-sitemeeting. Provided that the legality	meeting. The Company shall also facilitate
and validity of the General Meeting are	Shareholders' attendance of the General
ensured, the Company shall utilize various	Meeting by providing for the means of online
methods and ways to facilitate Shareholders'	voting.A Shareholder shall be deemed to have
attendance of the General Meeting by	attended the meeting if he participates in the
providing for, on a priority basis, online	meeting by means of such method. The online
voting platforms and similar modern	voting platform shall not apply to holders of H
information technologies, or other means.A	Shares.
Shareholder shall be deemed to have attended
the meeting if he participates in the meeting
by means of such method. The online voting
platform shall not apply to holders of H Shares.
......	......
Article 70 A forty-five(45) days'prior written	Article 70 A twenty (20) working days'
notice for convening the General Meeting shall	prior written notice for convening the Annual
be given to notify Shareholders whose names	General Meeting and a ten (10) working
appear in the register of Shareholders of the	days' or fifteen (15) days' (whichever is
matters proposed to be considered and the date	earlier) prior written notice for convening
and place of the meeting. Shareholders who	the extraordinary General Meetingshall
intend to attend the meeting shall serve their	be given to notify Shareholders whose names
written replies on the Company twenty (20)	appear in the register of Shareholders of the
days prior to the date of the meeting.	matters proposed to be considered and the date
	and place of the meeting.
When calculating the time limit, the date of
meeting and the issuance date shall not be	The period and means of notice for
included. For the purpose of the notice to be	convening class Shareholders' meetings
issued to the holders of H Shares under this	by the Company shall be subject to the
article, the issuance date thereof shall be the	requirements of Article 123.
date on which the notice has been delivered to
the postal office for posting by Company or the	When calculating the time limit, the date of
share registrar appointed by the Company.	meeting and the issuance date shall not be
	included. For the purpose of the notice to be
	issued to the holders of H Shares under this
	article, the issuance date thereof shall be the
	date on which the notice has been delivered to
	the postal office for posting by Company or the
	share registrar appointed by the Company.

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Article 73 The Company shall, based on the	Article 73 Annual and extraordinary General
written replies received twenty (20) days	Meetings shall not resolve matters not stated in
before the date of the General Meeting from	the notice.
the Shareholders, calculate the number of
voting Shares represented by Shareholders
who intend to attend the meeting. If the
number of voting Shares represented by
the Shareholders who intend to attend the
meeting reaches not less than one half of
the Company's total voting Shares, the
Company may hold the meeting. If not, the
Company shall within five (5) days notify
the Shareholders again by public notice of
the matters to be considered, the place and
the date of the meeting. The Company then
may hold the meeting after such publication
of such notice.
Annual and extraordinary General Meetings
shall not resolve matters not stated in the
notice.
Article 76 A notice of the General Meeting	Article 76 A notice of the General Meeting
shall be dispatched to Shareholders (regardless	shall be dispatched to Shareholders (regardless
of their voting rights at the General Meeting)	of their voting rights at the General Meeting)
by hand or by prepaid registered mail. The	by hand or by prepaid registered mail. The
addresses of the recipients shall be such	addresses of the recipients shall be such
addresses as shown in the register of members.	addresses as shown in the register of members.
For holders of A Shares, a notice of the	For holders of A Shares, a notice of the
General Meeting may be made by way of	General Meeting may be made by way of
announcement.	announcement.
The announcement referred in the preceding	The announcement referred in the preceding
paragraph shall be published within a period	paragraph shall be published in one or more
of forty-five (45) to fifty (50) days prior to	newspapers and journals designated by
the date of the General Meetingin one or	securities governing authorities of the State
more newspapers and journals designated by	Council. Once an announcement is made, all
securities governing authorities of the State	holders of the A Shares are deemed to have
Council. Once an announcement is made, all	received the relevant notice of the General
holders of the A Shares are deemed to have	Meeting.
received the relevant notice of the General
Meeting.

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Article 123 Written notice of a Class	Article 123 Written notice of a Class
Shareholders' General Meeting convened	Shareholders' General Meeting convened by
by the Company shall be dispatched forty-	the Company shall be dispatched twenty (20)
five (45) daysprior to the date of the	working days prior to the date of the Annual
Class Shareholders' General Meeting to all	General Meeting, ten (10) working days
Shareholders of such class whose names	or fifteen (15) days (whichever is earlier)
appear on the register of members, specifying	prior to the date of the extraordinary
the matters to be considered and the date	General Meetingto all Shareholders of such
and place of the meeting. Shareholders who	class whose names appear on the register
intend to attend the meeting shall serve	of members, specifying the matters to be
on the Company written replies of their	considered and the date and place of the
intention to attend twenty (20) days prior	meeting.
to the date of the meeting. If the number
of voting Shares at such meeting held by
Shareholders who intend to attend such
meeting reaches not less than one-half of
the total number of voting Shares at such
meeting, the Company may hold such
Class Shareholders' General Meeting; if
this cannot be attained, the Company shall
further notify the Shareholders by way of
announcement within five (5) days thereof
specifying the matters to be considered and
the date and place of the meeting. After such
announcement has been given, the Company
may then hold the Class Shareholders'
General Meeting.
Article 127 Directors shall be elected at	Article 127 Directors shall be elected at the
the General Meeting. The term of office of	General Meeting. The term of office of the
the Directors shall be three (3) years. Upon	Directors shall be three (3) years. Prior to the
expiration of the current term of office, a	expiration of their terms of office, Directors
Director shall be eligible to offer himself/	may be dismissed from office by the General
herself for re-election and reappointment.	Meeting.Upon expiration of the current
Prior to the expiration of their terms of	term of office, a Director shall be eligible
office, Directors may not be dismissed from	to offer himself/herself for re-election and
office without cause by the General Meeting.	reappointment.
......	......

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Article 149 The Board may, in light of	Article 149 The Board should set up the
its needs, set up an audit committee,	audit committee, nomination committee and
a remuneration committee and other	remuneration committee, and in light of its
professional committees.	needs, a strategy committee and relevant
	special committees. The special committees
	shall be responsible to the Board and shall
	perform their duties as stipulated in the
	Articles of Association and as authorized by
	the Board. Proposals shall be submitted to
	the Board for consideration and approval.
	All members of the special committees shall
	be Directors, of which the audit committee
	shall consist of non-executive Directors.
	Independent Directors shall account for
	the majority of members of the audit
	committee, the nomination committee and
	the remuneration committee, and shall
	serve as the chairmen. The chairman of
	the audit committee shall be an accounting
	professional. The Board shall be responsible
	in formulating the rules of procedures of
	the special committees to regulate their
	operation.
Article 153 The Company shall have 1 (one)	Article 153 The Company shall have 1 (one)
president, 3 (three) vice presidents who shall	president, several senior vice president(s) and
assist the president in his/her work, 1 (one)	vice president(s)who shall assist the president
CFO, 1 (one) chief technology officer, 1 (one)	in his/her work, and 1 (one) CFO. The
chief sales officer, 1 (one) chief marketing	president, the senior vice president(s),vice
and strategy officer and 1 (one) chief human	president(s), and the CFO shall be appointed
resources officer. The president, the vice	and dismissed by the Board.
presidents, the CFO, the chief technology
officer, the chief sales officer, the chief
marketing and strategy officer and the chief
human resources officer shall be appointed and
dismissed by the Board.
	The term of office of the president and other
The term of office of the president and other	senior management members shall be 3 years
senior management members shall be 3 years	and they shall be eligible to offer themselves
and they shall be eligible to offer themselves	for reappointment.
for reappointment.
	Persons holding administrativepositions at
Persons holding positions at the Controlling	the Controlling Shareholder of the Company
Shareholder or Actual Controllerof the	(other than being a directoror a supervisor)
Company (other than being a director) may not	may not concurrently serve as the Company's
concurrently serve as the Company's senior	senior management members.
management members.

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