THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. APPENDIX III — TAXATION

TAXATION

The following is a summary of certain PRC and Kong tax consequences to investors relating to their purchases of the H Shares under the [REDACTED] and their holding the H Shares as capital assets. This summary does not purport to address all material tax consequences of the ownership of the H Shares, and does not take into account the specific circumstances of any particular investor, some of which may be subject to special provisions. This summary is based on the tax laws of the PRC and in effect as of the Latest Practicable Date, all of which are subject to change (or changes in interpretation), possibly with retroactive effect.

This section of the document does not address any aspect of Hong Kong or PRC taxation other income tax, capital tax, stamp duty and estate duty. Prospective investors are urged to consult their tax advisers regarding the PRC, Hong Kong and other tax consequences of investing and disposing of the H Shares.

PRC TAXATION

The following is a discussion of certain PRC tax provisions relating to the ownership and disposal of H Shares purchased in connection with the [REDACTED] and held by the investors as capital assets (the “Discussion”). This summary does not purport to address all material tax consequences of the ownership of H Shares and does not take into account the specific circumstances of any particular investors. This summary is based on the PRC tax laws in effect as of the Latest Practicable Date, as well as on the Arrangement between Mainland of and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (《內地和香港特別行政區關於對 所得避免雙重徵稅和防止偷漏稅的安排》) signed on August 21, 2006 and the Second Protocol to Arrangement between Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income (《內地和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排第二議定書》) taken effect on June 11, 2008 and the Third Protocol to Arrangement between Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income (《內地和香港特別行政區關 於對所得避免雙重徵稅和防止偷漏稅的安排第三議定書》) taken effect on December 20, 2010 (collectively, the “Arrangements”), all of which are subject to change (or changes in interpretation), possibly with retroactive effect.

This Discussion does not address any aspects of PRC taxation other than tax on dividends, capital tax, stamp duty, estate duty, income tax, value-added tax and business tax. Prospective investors are urged to consult their tax advisers regarding PRC, Hong Kong and other tax consequences of owning and disposing of H Shares.

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TAXATION OF JOINT STOCK LIMITED COMPANIES

(i) Enterprise Income Tax

On March 16, 2007, Enterprise Income Tax Law of the PRC (中華人民共和國企業所得稅法) (“Enterprise Income Tax Law”) was approved and promulgated on the Fifth session of the Tenth National People’s Congress. The Enterprise Income Tax Law has taken effect since January 1, 2008 and regulates the rate of enterprise income tax for domestic enterprise at 25%. According to the Notice about Implementation of Preferential Policies on Transition of Enterprise Income Tax (Guo Fa [2007] No. 39) promulgated by the State Council on December 26, 2007, the enterprises established before the promulgation of the Enterprise Income Tax Law are entitled to benefit from a preferential tax rate as per the tax laws and administrative regulations then prevailing may gradually shift to the tax rate defined by the Enterprise Income Tax Law within five years after effectiveness of the Enterprise Income Tax Law. Those entitled to the preference of fixed tax holiday or fixed-term tax reductions may continue to benefit in the same manner according to the requirements of the State Council until expiration of the tax holiday or the term of the preference. For those who have not benefited from such preference due to the failure to realize profit, the preference has been applied since the effective date of the Income Tax Law, January 1, 2008.

(ii) Business Tax

According to the Provisional Regulations of The People’s Republic of China on Business Ta x (中華人民共和國營業稅暫行條例), which became effective on January 1, 1994 and was latest amended on November 10, 2008, and the Detailed Rules for Implementation of the Provisional Regulations of The People’s Republic of China on Business Tax (中華人民共和國營業稅暫行條例 實施細則), which became effective on January 1, 1994 and was latest amended on October 28, 2011, the business tax with rate from 3% to 20% will be levied on the institutions and individuals which provide taxable services, transfer of intangible property or sale of real estate in the PRC.

(iii) Value-added Tax

According to the Provisional Regulations of The People’s Republic of China on Value-added Tax (中華人民共和國增值稅暫行條例) in effect since January 1, 2009 and the Detailed Rules for Implementation of the Provisional Regulations of The People’s Republic of China on Value-added Tax (中華人民共和國增值稅暫行條例實施細則) in effect since January 1, 2009 and amended on October 28, 2011, institutions and individuals selling goods or providing processing, repairing or replacement services or importing goods within the PRC shall pay VAT. The tax rate of 13% shall be levied on general taxpayers selling or importing grain, edible vegetable oil, tap water, heating supply, air-conditioning, hot water, gas, liquefied petroleum gas, natural gas, marsh gas, coal products for civil use, books, newspapers, magazines, feedstuff, chemical fertilizer, pesticide, farming machines, movies for agricultural use and other goods specified by the State Council. The rate applicable to goods exported by taxpayers shall be zero unless otherwise prescribed by the State Council. The rate of 17% shall be levied on

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The PRC government is in the process of implementing value-added tax reform, pursuant to which certain industries will gradually transit from the business tax regime to the value-added tax regime. According to the Notice of the Ministry of Finance and the State Administration of Taxation on the Tax Policies for Implementing across the Country the Pilot Program on Levying Value-Added Tax in Lieu of Business Tax on the Transportation Industry and Some Modern Service Industries (Revised in 2013) (Cai Shui [2013] No. 106) (財政部、國家 稅務總局關於在全國開展交通運輸業和部分現代服務業營業稅改徵增值稅試點稅收政策的通知(2013 修改)(財稅[2013]106號)), the rate of value-added tax ranges from 6% to 17% based on taxable items.

(iv) Stamp Duty

According to the Provisional Regulations of the People’s Republic of China on Stamp Duty (中華人民共和國印花稅暫行條例) effective from October 1, 1988 and recently amended on January 8, 2011 and the Detailed Rules for Implementation of the Provisional Regulations of the People’s Republic of China on Stamp Duty (中華人民共和國印花稅暫行條例實行細則) effective from October 1, 1988, all institutions and individuals that execute or receive taxable evidential documents within the PRC shall be subject to stamp duty. Such taxable evidential documents shall include purchase and sale contracts, processing contracts, construction project contracts, property lease contracts, cargo freight contracts, warehousing and storage contracts, loan contracts, property insurance contracts, technical contracts, other evidential documents that resemble contracts in nature, title transfer deeds, business account books, certificates of rights, licenses and other taxable documents specified by the Ministry of Finance.

TAXES APPLICABLE TO SHAREHOLDERS OF COMPANIES

(i) Dividend-related Tax

Individual investors

Pursuant to the Law of the People’s Republic of China on Individual Income Tax (中華 人民共和國個人所得稅法) (the “New Individual Income Tax Law”) which was amended on June 30, 2011 and became effective from September 1, 2011, dividends paid by PRC companies are subject to a PRC withholding tax levied at a rate of 20%. For a foreign individual who is not a resident of the PRC, the receipt of dividends from a PRC company is subject to a withholding tax of 20% unless reduced by an applicable tax treaty or specially exempted by the tax authority of the State Council.

On January 4, 2011, the SAT issued the Notice of the PRC State Administration of Taxation Concerning the Collection and Management of Individual Income Tax after the Abolition of Guo Shui Fa [1993] 045)(國家稅務總局關於國稅發[1993]045號文件廢止後有關

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個人所得稅徵管問題的通知)(the “New Tax Notice”). Pursuant to the New Tax Notice, dividends received by overseas resident individual shareholders from domestic non-foreign invested enterprises which have issued shares in Hong Kong are subject to individual income tax, which shall be withheld and paid by such domestic non-foreign invested enterprises acting as a withholding agent according to the relevant laws. Overseas resident individual shareholders of domestic non-foreign invested enterprises which have issued shares in Hong Kong are entitled to the relevant preferential tax treatment pursuant to the provisions in the tax agreements between the countries in which they are residents and China, or the tax arrangements between and Hong Kong (Macau). According to the Notice of the SAT in relation to the Administrative Measures on Preferential Treatment entitled by Non-residents under Tax Treaties (Tentative) (Guo Shui Fa [2009] No. 124) (國家稅務總局關於印發《非居民享受稅收協定待遇 管理辦法(試行)》的通知(國稅發[2009]124號)), overseas resident individuals shall apply for the relevant preferential tax treatment and complete the relevant formalities in person or through an agent appointed in writing. Since dividends are generally subject to income tax at a tax rate of 10% as required by relevant tax regulations and arrangements, and there is a large number of shareholders and in order to simplify the collection of tax, individual shareholders are generally subject to a withholding tax rate of 10% without any application when domestic non-foreign invested enterprises which have issued shares in Hong Kong distribute dividends. Where the tax rates on dividends are not 10%, the following requirements will apply:

• For individuals receiving dividends who are citizens from countries that have entered into tax treaties with the PRC with tax rates lower than 10%, the withholding agent will apply on behalf of them to seek entitlement of preferential tax treatments pursuant to Guo Shui Fa [2009] No. 124, and upon approval by the competent tax authorities, the excess amounts withheld will be refunded;

• For individuals receiving dividends who are citizens from countries that have entered into tax treaties with the PRC with tax rates higher than 10% but lower than 20%, the withholding agent will withhold and pay the individual income tax at the agreed effective tax rates under the treaties, without seeking such approval;

• For individuals receiving dividends who are citizens from countries without tax treaties with the PRC or under other circumstances, the withholding agent will withhold and pay the individual income tax at the rate of 20%.

Corporate investors

According to the Agreement of the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation the Prevention of Fiscal Evasion with respect to Tax on Income (內地和香港特別行政區關於對所 得避免雙重徵稅和防止偷漏稅的安排) signed on August 21, 2006, the PRC Government may

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impose tax on dividends paid to a Hong Kong resident (including a natural person and legal entity) by a PRC company, but such tax generally does not exceed 10% of the total amount of the dividends payable. If a Hong Kong resident directly holds 25% or more of equity interest in a PRC company, such tax generally does not exceed 5% of the total amount of dividends payable by that PRC company.

Pursuant to the Enterprise Income Tax Law of the People’s Republic of China (中華人 民共和國企業所得稅法) effective from January 1, 2008 (the “New Enterprise Income Tax Law”) and the Regulations on the Implementation of the Enterprise Income Tax Law of the People’s Republic of China (中華人民共和國企業所得稅法實施條例), a non-resident enterprise, which has not established a representative office or other premises in the PRC or whose dividends received have no effective connections with the established representative office or premises in the PRC, shall be subject to a 10% enterprise income tax on its revenues sourced within the PRC. Such withholding tax may be reduced or exempted pursuant to an applicable double taxation treaty.

Pursuant to the Notice of the State Administration of Taxation on the Issues Concerning Withholding the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprises to H Share Holders Which Are Overseas Non-resident Enterprises (關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有 關問題的通知)(Guo Shui Han [2008] No. 897) which was promulgated by the State Administration of Taxation and became effective on November 6, 2008, a PRC resident enterprise, when distributing dividends for 2008 and for the years thereafter, shall withhold enterprise income tax at a uniform rate of 10%. Pursuant to that notice, we intend to impose a withholding tax of 10% on the dividends payable to non-PRC resident enterprise holders of H Shares (including HKSCC Nominees). Non-PRC enterprises that are entitled to be taxed at a reduced rate under an applicable income tax treaty or arrangement shall be required to apply to the PRC tax authorities for a refund of any amount withheld in excess of the rate under an applicable treaty, and payment of such refund shall be subject to approval by the PRC tax authorities.

Taxation Treaties

Investors who are not PRC residents but either reside in countries which have entered into double-taxation treaties with the PRC or reside in the Hong Kong SAR or the Macau SAR, shall be entitled to a reduction of the withholding tax imposed on the dividends paid to such investors by a PRC company. The People’s Public of China currently has signed double-taxation avoidance arrangements with the Hong Kong SAR and the Macau SAR respectively, and has signed double taxation avoidance treaties with a number of other countries, which include but not limited to Australia, Canada, France, Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom and the United States.

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(ii) Taxation on Sales of Shares

Individual Investors

Pursuant to the New Individual Income Tax Law, individuals are subject to individual income tax at the tax rate of 20% on income from transfer of property. Pursuant to the Regulation on the Implementation of Individual Income Tax Law of PRC, promulgated by the State Council on January 28, 1994 and amended on December 19, 2005, February 18, 2008 and July 19, 2011, respectively, the Minister of Finance shall draft measures for levying individual income tax on income from transfer of shares, which shall come into effect upon approval of the State Council. To our knowledge, as of the Latest Practicable Date, the Minister of Finance has not issued the relevant measures.

Pursuant to the Notice on Continuing the Suspended Levy of Individual Income Tax on the Transfer of Shares by Individuals (關於個人轉讓股票所得繼續暫免徵收個人所得稅的通知) jointly issued by the Ministry of Finance and the SAT on March 30, 1998, in respect of the suspended levy of individual income tax on gains realized from the sales of shares, gains on sales of shares by non-PRC resident individuals may be exempted from individual income tax. To our knowledge, as of the Latest Practicable Date, in practice the PRC tax authorities had not sought to levy individual income tax on such gains. If such tax is levied in the future, such tax may be reduced or exempted under an applicable double taxation treaty.

Corporate investors

In accordance with the PRC Enterprise Income Tax Law (中華人民共和國企業所得稅法) and the Regulation on the Implementation of PRC Enterprise Income Tax Law (中華人民共和國 企業所得稅法實施條例), a resident enterprise shall pay the enterprise income tax at a rate of 25% for the capital gains obtained from selling company shares. For a non-resident enterprise having no office or establishment inside China, or for a non-resident enterprise whose incomes have no actual connection to its office or establishment inside China, it shall pay the enterprise income tax at the rate of 10% for the capital gains from selling company shares. For such income taxes payable by non-resident enterprises, the obligation to withhold and pay income tax at source in accordance with relevant laws falls upon the payer, who shall withhold and pay the enterprise income tax from the amount to be paid or due payable amount when paying such amount relating to the incomes to any non-resident enterprise each time.

Pursuant to the PRC Enterprise Income Tax Law (中華人民共和國企業所得稅法), the Regulation on the Implementation of PRC Enterprise Income Tax Law (中華人民共和國企業所得 稅法實施條例) and Notice of the State Administration of Taxation on Some Tax Issues Concerning the Implementation of the Enterprise Income Tax Law (Guo Shui Han [2010] No. 79) (國家稅務總局關於貫徹落實企業所得稅法若干稅收問題的通知(國稅函[2010]79號)), the revenue of an enterprise arising from the equity transfer shall be recognized upon the transfer agreement becoming effective and the completion of formalities relating to the change in equity. The amount of revenue generated from the equity transfer less costs incurred for the acquisition of

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(iii) Estate Duty or Inheritance Tax

No estate duty or inheritance tax is levied in the PRC at present.

(iv) Stamp Duty

Pursuant to the terms of the Provisional Regulations of the People’s Republic of China on Stamp Duty (《中華人民共和國印花稅暫行條例》), the applicable PRC stamp tax on the transfers of shares of PRC public companies shall not apply to the trading in H-shares carried out outside the PRC. The Provisional Regulations provide that PRC stamp tax shall be only levied on all the types of documents executed or received and legally bound within the PRC as well as protected under the PRC laws.

(v) Tax Policies for Shanghai-Hong Kong Stock Connect

On November 10, 2014, the CSRC and the Securities and Futures Commission granted their approvals to Shanghai Stock Exchange, The , China Securities Depository and Clearing Company Limited, Hong Kong Securities Clearing Company Limited for formal launch of the Shanghai-Hong Kong Stock Connect pilot program. Trading in shares under the Shanghai-Hong Kong Stock Connect kicked off formally on November 17, 2014.

Pursuant to the Notice on Tax Policies for Shanghai-Hong Kong Stock Connect Pilot Program (關於滬港通股票市場交易互聯互通機制試點有關稅收政策的通知) (hereinafter as “Tax Policies for Shanghai-Hong Kong Stock Connect”):

• From November 17, 2014 to November 16, 2017, gains on transfer of shares derived by mainland individual investors through investment into shares listed on the Hong Kong Stock Exchange via the Shanghai-Hong Kong Stock Connect are temporarily exempt from individual income tax. Gains on price difference derived by mainland individual investors through trading in shares listed on the Hong Kong Stock Exchange via the Shanghai-Hong Kong Stock Connect are exempt from business tax levying pursuant to current policies. Dividends derived by mainland individual investors through investment into H shares listed on the Hong Kong Stock Exchange via the Shanghai-Hong Kong Stock Connect are subject to 20% of withholding income tax by H shares companies. Individual investors who have paid withholding taxes overseas, with effective taxation certificates, can apply to competent taxation authorities under the China Securities Depository and Clearing Company Limited for tax credit. Dividends derived by mainland securities investment funds through

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investment into shares listed on the Hong Kong Stock Exchange via the Shanghai-Hong Kong Stock Connect are subject to individual income tax pursuant to provisions above.

• Pursuant to the Tax Policies for Shanghai-Hong Kong Stock Connect, gains on transfer of shares derived by mainland corporate investors through investment into shares listed on the Hong Kong Stock Exchange via the Shanghai-Hong Kong Stock Connect are credited to their total income and subject to corporate income tax in accordance with laws. Gains on price difference derived by mainland corporate investors through trading in shares listed on the Hong Kong Stock Exchange via the Shanghai-Hong Kong Stock Connect are exempt from business tax pursuant to current policies. Dividends derived by mainland corporate investors through investment into shares listed into the Hong Kong Stock Exchange via the Shanghai-Hong Kong Stock Connect are credited to their total income and subject to corporate income tax in accordance with laws. Among them, dividends derived by mainland resident enterprises for holding H shares up to 12 consecutive months are subject to corporate income tax in accordance with laws. For dividends derived by mainland resident enterprises, there will be no withholding tax payable by H shares companies, and these enterprises are liable for tax reporting and payment. For the withholding tax on dividends payable by companies of non-H shares listed on the Hong Kong Stock Exchange, mainland corporate investors can apply for tax credit when reporting and paying corporate income tax.

• Pursuant to the Tax Policies for Shanghai-Hong Kong Stock Connect, mainland investors who transfer shares listed on the Stock Exchange via the Shanghai-Hong Kong Stock Connect are subject to stamp duties in accordance with current taxation requirements in Hong Kong. China Securities Depository and Clearing Company Limited and Hong Kong Securities Clearing Company Limited are authorized to levy stamp duties above on behalf of each other.

PRC LAWS AND REGULATIONS CONCERNING FOREIGN EXCHANGE CONTROL

The lawful currency of the PRC is the Renminbi, which is still subject to foreign exchange controls and is not freely convertible at present. SAFE, under the authority of PBOC, is empowered to administer all matters relating to foreign exchange, including the enforcement of foreign exchange control regulations.

According to the Regulation of Foreign Exchange of the PRC (中華人民共和國外匯管理條 例), promulgated by the State Council on January 29, 1996 and amended on January 14, 1997 and August 1, 2008, international payments and transfers are classified into current account items and capital account items. Current international payments and transfers are not subject to the approval from the SAFE while capital account items are.

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The Regulations for the Administration of Settlement, Sale and Payment of Foreign Exchange (結匯、售匯及付匯管理規定), promulgated by PBOC on June 20, 1996, which took effect on July 1, 1996, abolished the remaining restrictions on foreign exchange in respect of current account items while retaining the restrictions on foreign exchange transactions in respect of capital account items.

On January 28, 2013, the SAFE issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for Overseas Listings (關於境外上市外匯管理有關問題的通知)(Hui Fa [2013] No. 5), pursuant to which a domestic company shall, within 15 working days after the end of an overseas initial public offering, handle the registration of overseas listing at the foreign exchange bureau in the place of registration and obtain a certificate of overseas listing registration, and open respective special domestic accounts specifically for the initial public offering (or additional share issuances) or the business buyback to be used for the exchange and transfer of funds corresponding to that business. The proceeds from the overseas listing of domestic issues may be repatriated to a designated domestic account or deposited in a designated overseas account, while the use of the proceeds shall be consistent with the disclosure documents including the prospectuses, circulars and resolutions of general meetings; domestic shareholders of an overseas listed company are allowed to open a special domestic account for the increase or reduction of their shareholdings. The capital account income of domestic shareholders generated from the reduction of their shareholdings and transfer of the overseas shares of the issuers shall be repatriated to their domestic accounts designated for such reduction within two years from the day on which the income is received.

On December 26, 2014, the State Administration of Foreign Exchange issued the Notice on Relevant Issues Concerning the Foreign Exchange Administration for Overseas Listings (Hui Fa [2014] No. 54) (國家外匯管理局關於境外上市外匯管理有關問題的通知(匯發[2014]54號)) and at the same time repealed the rules of the same title promulgated by the State Administration of Foreign Exchange on January 28, 2013, to simplify the foreign exchange business operations of domestic enterprises for overseas listings. The major changes include:

• cancellation of approval for the repatriation of proceeds raised overseas for foreign exchange settlement from the listing of foreign shares overseas so that companies listed overseas may directly handle foreign exchange settlement at banks on the strength of their business registration certificates.

• integration of foreign exchange accounts and centralized processing of the exchange and transfer of relevant funds. Domestic companies are required to open a “special foreign exchange account for domestic companies listed overseas” at banks within the PRC in line with their needs. They are no longer required to open respective accounts specifically for their initial public offering (or additional share issuances) or business buyback. Domestic shareholders are required to open a “special account for domestic shareholders for holding shares overseas” at banks within the PRC in line with their needs. They are no longer required to open respective accounts specifically for the increase or decrease in their shareholdings, assignment of shares listed overseas and other businesses.

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• allowance of domestic companies to repurchase, or domestic shareholders to repatriate, transfer freely and settle the foreign exchange balance after they remit funds out of the PRC they repurchase their domestic shares or after the domestic shareholders increase their holding of the domestic shares of the domestic companies in accordance with the relevant regulations.

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