The Company is committed to ensuring high standards of corporate governance. The Board believes that good corporate governance practices are increasingly important for maintaining and promoting investors’ confidence. The Company has adopted and complied with the code provisions of the Corporate Governance Code (the “CG Code”) as contained in Appendix 14 of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), except for the code provision C.2.1 of the CG Code. Dr. Zhang Tianren is both the chairman (“Chairman”) and Chief Executive Officer (“CEO”) of the Company who is responsible for managing the Group’s business. The Board considers that vesting the roles of Chairman and CEO in the same person facilitates the execution of the Company’s business strategies and maximizes the effectiveness of its operation. With the present Board structure and scope of business, the Board considers that there is no imminent need to separate the roles into two individuals. However, the Board will continue to review the effectiveness of the Group’s corporate governance structure to assess whether the separation of the position of the Chairman and CEO is necessary.

Memorandum and Articles of Association of Tianneng Power