Vanfund Urban Investment&Development Co.Ltd(000638) : comparison table for revision of rules of procedure of the board of supervisors

Vanfund Urban Investment&Development Co.Ltd(000638)

Comparison table of amendments to the rules of procedure of the board of supervisors

In order to further improve the level of corporate governance, according to the relevant provisions of the latest company law of the people’s Republic of China, securities law of the people’s Republic of China and Vanfund Urban Investment&Development Co.Ltd(000638) articles of association, the company plans to amend some provisions of the rules of procedure of the board of supervisors, as shown in the table below.

Before and after revision

Article 1 in order to improve the corporate governance structure of Wanfang Real Estate Co., Ltd. (hereinafter referred to as “the company”), ensure the independence of the board of supervisors and the corporate governance structure of “the company”), ensure the independent and standardized exercise of functions and powers by the board of supervisors according to law and in accordance with the company law of the people’s Republic of China, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the guidelines for the governance of listed companies (hereinafter referred to as the “company law”), the guidelines for the governance of listed companies and other relevant national laws and regulations, Wanfang real estate Co., Ltd. and other relevant national laws and regulations, and the articles of association of Wanfang urban investment and Development Co., Ltd. (hereinafter referred to as the articles of association), These rules are formulated in accordance with the relevant provisions of the articles of association of limited companies (hereinafter referred to as the articles of association). These rules are formulated in accordance with relevant provisions.

Article 17 the resolutions of the meeting of the board of supervisors shall be voted by the supervisors in open ballot. The specific process of discussion is that after reading out all the items discussed at the meeting, the supervisors attending the meeting shall fully discuss the matters. During the voting, the contents of the resolutions to be made at the meeting shall be voted by show of hands one by one.

Article 19 the voting method of the resolution of the board of supervisors is open ballot table. Article 18 the voting method of the resolution of the board of supervisors is open ballot. Each supervisor has one vote when voting. Decision of the board of supervisors. Each supervisor has one vote when voting. On the premise of ensuring the supervisors’ full expression of opinions, the voting of items that can be used in the general meeting shall be carried out and resolutions shall be made by more than 1 / 2 (including 1 / 2) of the supervisors attending the meeting through communication voting (including but not limited to telephone, video, fax and electronic approval. Sub mail, etc.), The voting on the following matters must be approved by more than 2 / 3 of the supervisors attending the meeting (including the signature of the board of supervisors). The voting on general matters must be approved by more than 2 / 3 of half of the supervisors: it is valid only if it is approved.

(I) propose to convene an extraordinary general meeting of shareholders; Voting on the following matters must be approved by more than 2 / 3 (including 2 / 3) of the supervisors. (II) it is valid to entrust accountants, auditors and lawyers in the name of the company:

Service Office; (I) propose to convene an extraordinary general meeting of shareholders;

(III) organize investigation and consultation on specific matters. (II) entrust accountants, auditors and law firms in the name of the company;

(III) organize investigation and consultation on specific matters.

Article 20 the resolution of the board of supervisors shall be submitted to the general meeting of shareholders, and according to Article 21, the resolution of the board of supervisors shall be submitted to the general meeting of shareholders. The contents of the discussion shall be submitted to the board of directors or senior management respectively. Article 24 these Rules shall be formulated and amended by the board of supervisors. Article 25 these Rules shall be formulated and amended by the board of supervisors and shall come into force from the date of deliberation and adoption at the meeting of the board of directors and the general meeting of shareholders. It shall be implemented from the date of deliberation and approval by the general meeting of shareholders.

It is hereby announced that other parts remain unchanged.

Vanfund Urban Investment&Development Co.Ltd(000638) board of supervisors April 13, 2002

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