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到境外上市公司章程必备条款(一)

2006-05-16 16:50   我要纠错 | 打印 | 收藏 | | |

到境外上市公司章程必备条款
The Articles of Association of Companies Seeking a Listing Outside the PRC Prerequisite Clauses

证委发[1994]21号
(Issued by the Securities Office of the State Council and the State Commission for Restructuring the Economic System on 27 August 1994, and effective as of 19 December 1994.)
颁布日期:19940827  实施日期:19940827  颁布单位:国务院证券委员会、 国家经济体制改革委员会

  PART ONE GENERAL PROVISIONS

  Article 1 This Company is a company limited by shares established in accordance with the PRC, Company Law (Company Law), the State Council, Companies Limited by Shares Issuing Shares and Seeking a Listing Outside the PRC Special Provisions (Special Provisions) and other relevant State laws and administrative regulations.

  Following approval by [names of approval authority and approval documents], the Company was established on [date of establishment] by means of sponsorship [or by means of share offer], was registered with the [name of the locality of the company registry] Administration for Industry and Commerce on [registration date], and obtained a company's business licence. The number of the Company's business licence is [numbers].

  The sponsors of the Company are: [full names of the sponsors].

  Article 2 Registered name of the Company: [full name in Chinese]

  [full name in English]

  Article 3 Domicile of the Company: [Company domicile in full, postal code, telephone and telex numbers].

  Article 4 The legal representative of the Company shall be the chairman of its board of directors.

  Article 5 The term of operation of the Company shall be [number of years] years [or: the Company is a company limited by shares existing in perpetuity].

  Article 6 The Articles of Association of the Company shall become effective on the date of establishment of the Company.

  The Articles of Association of the Company shall be a legally binding document that regulates the organization and acts of the Company as well as the rights and obligations between the Company and the shareholders and among the shareholders from the date on which they become effective.

  Article 7 The Articles of Association of the Company shall be binding upon the Company and its shareholders, directors, supervisors, manager and other senior management staff. All the above persons may make claims related to Company matters in accordance with the Articles of Association.

  Shareholders may sue the Company in accordance with the Articles of Association of the Company. The Company may sue shareholders in accordance with its Articles of Association. Shareholders may sue shareholders in accordance with the Articles of Association of the Company. Shareholders may sue directors, supervisors, manager and other senior management staff of the Company in accordance with the Articles of Association of the Company.

  For the purposes of the above paragraph, the term “sue” shall include the initiation of proceedings in a court or the application of arbitration to an arbitration organization.

  Article 8 The Company may invest in other limited liability companies and companies limited by shares. It shall be liable for such invested companies to the extent of the amount of investment.

  Subject to approval by the authorities that are authorized by the State Council to examine and approve companies, the Company may operate as a holding company as described in the second paragraph of Article 12 of the Company Law, according to the needs of operation and management.

  PART TWO PURPOSE AND SCOPE OF BUSINESS

  Article 9 The business purpose of the Company is: [details of the purpose].

  Article 10 The business scope of the Company shall be in accordance with the items approved by the company registry.

  The main line business scope of the Company shall include: [items approved by the company registry].

  The sideline business scope of the Company shall include: [items approved by the company registry].

  PART THREE SHARES AND REGISTERED CAPITAL

  Article 11 The Company shall have ordinary shares at all times. It may have other kinds of shares according to the need, upon approval by the authorities that are authorized by the State Council to examine and approve companies.

  Article 12 All the shares issued by the Company shall have a par value which shall be Rmb 1 for each share.

  Article 13 The Company may issue shares to investors inside the People's Republic of China and to investors outside the People's Republic of China following approval from the State Council authorities in charge of securities.

  For the purposes of the preceding paragraph, the term “investors outside the People's Republic of China” shall refer to investors from foreign countries or from Hong Kong, Macao or Taiwan that subscribe for shares issued by the Company, and the term “investors from inside the People's Republic of China” shall refer to investors inside the People's Republic of China, excluding the above-mentioned regions, that subscribe for shares issued by the Company.

  Article 14 Shares issued by the Company to investors inside the People's Republic of China and to be subscribed for in Renminbi shall be referred to as “domestic investment shares”。 Shares issued by the Company to investors outside the People's Republic of China and to be subscribed for in foreign currency shall be referred to as “foreign investment shares”。 Foreign investment shares listed outside the People's Republic of China shall be referred to as “foreign investment shares listed outside the People's Republic of China”。

  Article 15 Following approval of the State Council authorities in charge of securities, the total amount of ordinary shares that the Company may issue is [total number of shares]. The number of shares issued to the sponsors at the time of establishment is [number of shares], representing [percentage] percent of the total number of ordinary shares that may be issued by the Company.

  Article 16 After its establishment, the Company shall issue [number of shares] ordinary shares, including not less than [number of shares] and not more than [number of shares] foreign investment shares listed outside the People's Republic of China, accounting for [percentage] percent of the total number of ordinary shares that may be issued by the Company, and [number of shares] domestic investment shares issued to the public.

  The composition of the Company's share capital shall be: [number of shares] ordinary shares, of which the sponsors [name of each sponsor] shall hold [number of shares], other holders of domestic investment shares shall hold [number of shares] shares and holders of foreign investment shares listed outside the People's Republic of China shall hold [number of shares] shares.

  Article 17 After the plan for issuing foreign investment shares listed outside the People's Republic of China and domestic investment shares has been approved by the State Council authorities in charge of securities, the board of directors of the Company may arrange for implementation of such plan by means of separate issues.

  The Company's plan for separate issues of foreign investment shares listed outside the People's Republic of China and domestic investment shares in accordance with the preceding paragraph may be implemented separately within 15 months of being approved by the State Council Securities Commission.

  Article 18 Where the Company issues foreign investment shares listed outside the People's Republic of China and domestic investment shares separately within the total number of shares specified in the issue plan, every such issue shall be fully subscribed for in one time. Where special circumstances make it impossible for every such issue to be fully subscribed for at one time, the shares may be issued in several stages, subject to the approval of the State Council Securities Commission.

  Article 19 The registered capital of the Company shall be Renminbi [amount of capital].

  Article 20 The Company may approve capital increases depending on its business and development requirements in accordance with the relevant provisions of the Articles of Association of the Company.

  The Company may increase its capital by the following methods:

  1. offer of new shares to non-specific investors;

  2. rights issue to existing shareholders;

  3. allotment of new shares to existing shareholders; and

  4. other methods permitted by laws and administrative regulations.

  The Company's increase of its capital by issuing new shares shall be handled in accordance with the procedures provided for in relevant State laws and administrative regulations after having been approved in accordance with the Articles of Association.

  Article 21 Except otherwise provided by laws and administrative regulations, shares in the Company may be transferred freely with no lien attached.

  PART FOUR REDUCTION OF CAPITAL AND BUY-BACK OF SHARES

  Article 22 The Company may reduce its registered capital in accordance with the provisions of its Articles of Association.

  Article 23 When the Company is to reduce its registered capital, it must prepare a balance sheet and an inventory of assets.

  The Company shall notify its creditors within 10 days of adopting the resolution to reduce its registered capital and shall publish a public announcement of the resolution in newspapers at least three times within 30 days of the said date. Creditors shall, within 30 days of receiving a written notice or within 90 days of the date of the first public announcement for those who have not received a written notice, be entitled to require the Company to pay its debts in full or to provide a corresponding guarantee for repayment.

  The reduced registered capital of the Company may not be less than the statutory minimum.

  Article 24 The Company may, in the following circumstances, buy back its own issued an outstanding shares following the adoption of a pertinent resolution in accordance with the procedures provided for in its Articles of Association, and submission to and approval by the relevant State authorities:

  1. cancellation of shares in order to reduce its capital;

  2. merger with another company holding shares in the Company; or

  3. other circumstances where laws and administrative regulations so permit.

  Article 25 After the Company is approved by relevant State authorities to buy back its own shares, it may proceed in any of the following manners:

  1. making of a buy-back offer in the same proportion to all shareholders;

  2. buy-back through open transactions on a securities exchange; or

  3. buy-back by an agreement outside a securities exchange.

  Article 26 When the Company is to buy back shares by an agreement outside a securities exchange, prior approval shall be obtained from the shareholders' general meeting in accordance with the procedures provided for in the Company's Articles of Association. Upon prior approval of the shareholders' general meeting obtained in the same manner, the Company may rescind or change contracts concluded in the manner set forth above or waive any of its rights under such contracts.

  For the purposes of the above paragraph, contracts for the buy-back of shares shall include (but not limited to) agreements whereby buy-back obligations are undertaken and buy-back rights are acquired.

  The Company may not assign contracts for the buy-back of its own shares or any of its rights thereunder.

  Article 27 After the Company has bought back its shares according to law, it shall cancel the portion of shares concerned within the period prescribed by laws and administrative regulations and shall apply to the original company registry for registration of the change in registered capital.

  The amount of the Company's registered capital shall be reduced by the total par value of the shares cancelled.

  Article 28 Companies to be listed in Hong Kong shall incorporate the following provisions in their articles of association: Unless the Company has already entered the liquidation stage, it must comply with the following provisions in buying back its issued and outstanding shares:

  1. where the Company buys back shares at their par value, the amount thereof shall be deducted from the book balance of distributable profit and/or from the proceeds of a fresh share issue made to buy back the old shares;

  2. where the Company buy backs shares at a price higher than their par value, the portion corresponding to their par value shall be deducted from the book balance of distributable profit and/or from the proceeds of a fresh share issue made to buy back the old shares; and the portion in excess of the par value shall be handled according to the following methods:

  (1) where the shares bought back were issued at their par value, the amount shall be deducted from the book balance of distributable profit;

  (2) where the shares bought back were issued at a price higher than their par value, the amount shall be deducted from the book balance of distributable profit and/or from the proceeds of a fresh share issue made to buy back the old shares; however, the amount deducted from the proceeds of the fresh share issue may not exceed the total premium obtained at the time of issuance of the old shares nor may it exceed the amount in the Company's premium account [or capital common reserve amount] (including the premiums from the fresh share issue) at the time of buy-back;

  3. the sums paid by the Company for the purposes set forth below shall be paid out of the Company's distributable profits:

  (1) acquisition of the right to buy back its own shares;

  (2) modification of any contract for buy-back of its own shares;

  (3) release from any of its obligations under any buy-back contract.

  4. After the par value of the annulled shares has been deducted from the registered capital of the Company in accordance with relevant regulations, that portion of the amount deducted from the distributable profit and used to buy back shares at the par value of the bought back shares shall be included in the Company's premium account [or capital common reserve amount].

  PART FIVE FINANCIAL ASSISTANCE FOR THE PURCHASE OF COMPANY SHARES

  Article 29 The Company or its subsidiaries shall not at any time provide any financial assistance in any form to purchasers or prospective purchasers of the shares in the Company. Purchasers of shares in the Company as referred to above shall include persons that directly or indirectly undertake obligations for the purpose of purchasing shares in the Company.

  The Company or its subsidiaries shall not at any time provide any financial assistance in any form to the above obligators in order to reduce or discharge their obligations.

  The provisions of this Article shall not apply to the circumstances described in Article 31 of this Part.

  Article 30 For the purposes of this Part, this term “financial assistance” shall include (but not limited to) the financial assistance in the forms set out below:

  1. gift;

  2. guarantee (including the undertaking of liability or provisions of property by the guarantor in order to secure the performance of the obligation by the obligator), indemnity (not including, however, indemnity arising from the Company's own fault) and release or waiver of rights;

  3. provision of a loan or conclusion of a contract under which the obligations of the Company are to be fulfilled prior to the obligations of the other party to the contract, or a change in the party to such loan or contract as well as the assignment of rights under such loan or contract; and

  4. financial assistance in any other form when the Company is insolvent or has no net assets or when such assistance would lead to a major reduction in the Company's net assets.

  For the purposes of this Part, the term “undertake obligations” shall include the undertaking of an obligation by the obligator by concluding a contract or making an arrangement (whether or not such contract or arrangement is enforceable and whether or not such obligation is undertaken by the obligator individually or jointly with any other person) or by changing its financial position in any other way.

  Article 31 The acts listed below shall not be regarded as acts prohibited under Article 29 of this Part:

  1. where the Company provides the relevant financial assistance truthfully for the benefit of the Company and the main purpose of the financial assistance is not to purchase shares in the Company, or the financial assistance is an incidental part of an overall plan of the Company;

  2. lawful distribution of the Company's property in the form of dividends;

  3. distribution of dividends in the form of shares;

  4. reduction of registered capital, but-back of shares, shareholding structuring, etc., in accordance with the Articles of Association of the Company;

  5. provision of a loan by the Company within its scope of business and in the ordinary course of its business (provided that the same does not lead to a reduction in the net assets of the Company or that if the same constitutes a reduction, the financial assistance was paid out of the Company's distributable profits); and

  6. the provision of money by the Company for an employee shareholding scheme (provided that the same does not lead to a reduction in the net assets of the Company or that if the same constitutes a reduction, the financial assistance was paid out of the Company's distributable profits)。

  PART SIX SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS

  Article 32 The Company's shares shall be in registered form.

  In addition to the particulars provided for in the Company Law, the share certificates of the Company shall clearly state such other particulars as required to be specified by the securities exchange(s) on which the Company's shares are listed.

  Article 33 The share certificates shall be signed by the chairman of the board of directors. Where the signatures of other senior management staff of the Company are required by the securities exchange(s) on which the Company's shares are listed, the share certificates shall also be signed by such other senior management staff. The share certificates shall become effective after the Company seal is affixed thereto or printed thereon. The signature of the chairman of the board of directors or of other senior management staff on the share certificates may also be in printed form.

  Article 34 The Company shall keep a register of shareholders, in which the following particulars shall be recorded:

  1. the name, address (domicile), profession or nature of each shareholder;

  2. the category and number of shares held by each shareholder;

  3. the amount paid or payable for the shares held by each shareholder;

  4. the serial number of the shares held by each shareholder;

  5. the date on which each shareholder is registered as a shareholder; and

  6. the date on which each shareholder ceases to be a shareholder.

  Article 35 The Company may, pursuant to an understanding or agreement reached between the State Council authorities in charge of securities and a securities regulatory organization outside the People's Republic of China, keep outside the People's Republic of China its register of holders of foreign investment shares listed outside the People's Republic of China, and entrust the administration thereof to an agent outside the People's Republic of China. The Company shall keep at its domicile a duplicate of the register of holders of foreign investment shares listed outside the People's Republic of China. The appointed agent outside the People's Republic of China shall ensure that the register of holders of foreign investment shares listed outside the People's Republic of China and its duplicate are consistent at all times.

  When the original and duplicate of the register of holders of foreign investment shares listed outside the People's Republic of China are inconsistent, the original shall prevail.

  Article 36 The Company shall keep a complete register of shareholders.

  1. The register of shareholders shall include the following parts:

  2. a register kept at the Company's domicile other than those provided for under Items (2) and (3) of this paragraph;

  3. the register(s) of holders of foreign investment shares listed outside the People's Republic of China kept in the place(s) of the stock exchange(s) outside the People's Republic of China on which the shares are listed; and

  registers of shareholders kept in such other places as the board of directors may decide necessary for listing purposes.

  Article 37 The various parts of the register of shareholders shall not overlap one another. The transfer of shares registered in a certain part of the register of shareholders shall not, during the continuance of the registration of such shares, be registered in any other part of the register.

  Changes and corrections to each part of the register of shareholders shall be carried out in accordance with the laws of the places where each part is kept.

  Article 38 No changes resulting from share transfers may be made to the register of shareholders within 30 days prior to a shareholders' general meeting or 5 days prior to the reference date set by the Company for the purpose of distribution of dividends.

  Article 39 When the Company is to convene a shareholders' general meeting, distribute dividends, be liquidated or to carry out other acts requiring confirming of equity interests, the board of directors shall decide a date for determination of equity interests. Shareholders whose names appear on the register at the end of that day shall be the shareholders of the Company.

  Article 40 Any person that challenges the register of shareholders and requires his name to be entered into or removed from the register may apply to a competent people's court for correction of the register.

  Article 41 Any shareholder who is registered in the register of shareholders or requires his name to be entered into the register of shareholders may apply to the Company for issuance of a replacement certificate in respect of such shares (Relevant Shares) if his share certificate (Original Share Certificate) is lost.

  Applications for the replacement of share certificates from holders of domestic investment shares who have lost their certificates shall be dealt with in accordance with Article 150 of the Company Law.

  Applications for the replacement of share certificates from holders of foreign investment shares listed outside the People's Republic of China who have lost their certificates may be dealt with in accordance with the laws, securities exchange regulations and other relevant regulations of the place where the original register of holders of foreign investment shares listed outside the People's Republic of China is kept.

  Where holders of foreign investment shares of a company listed outside the People's Republic of China, which is listed in Hong Kong, apply for replacement of their certificates after losing their certificates, such replacement shall comply with the following requirements:

  1. the applicant shall submit the application in the form prescribed by the Company accompanied by a notarial certificate or statutory declaration. The notarial certificate or statutory declaration shall include the applicant's reason for the application, the circumstances and proof of the loss of the share certificate and a declaration that no other person may require registration as a shareholder in respect of the Relevant Shares;

  2. the Company shall not have received any declaration requiring registration as a shareholder in respect of the shares from any person other than the applicant before it decides to issue a replacement share certificate;

  3. if the Company decides to issue a replacement share certificate to the applicant, it shall publish a public announcement of its intention to do so in the newspapers or periodicals designated by the board of directors; the period of the public announcement shall be 90 days, during which such announcement shall be published repeatedly at least once every 30 days;

  4. before publishing the public announcement of its intention to issue a replacement share certificate, the Company shall submit a copy of the announcement to be published to the securities exchange where it is listed and may proceed with publication after having received a reply from the securities exchange confirming that the announcement has been displayed in the securities exchange. The Company shall display the public announcement in the securities exchange for a period of 90 days.

  If the application for issuance of a replacement share certificate was made without consent of the registered holder of the Relevant Shares, the Company shall mail to such shareholder a photocopy of the public announcement that it intends to publish;

  5. at the expiration of the 90-day period provided for in Items (3) and (4) hereof, if the Company has not received any objection to the issuance of a replacement share certificate from any person, it may issue a replacement share certificate according to the application of the applicant;

  6. when the Company issues a replacement share certificate under this Article, it shall immediately cancel the original share certificate and record such cancellation and the issuance of the replacement share certificate in the register of shareholders; and

  7. all expenses of the Company for the cancellation of the original share certificate and the issuance of a replacement share certificate shall be borne by the applicant. The Company shall be entitled to refuse to take any action until the applicant has provided reasonable security.

  Article 42 After the Company has issued a replacement share certificate in accordance with its Articles of Association, it shall not delete from the register of shareholders the name of a bona fide purchaser of the replacement share certificate mentioned above or of a shareholder that is subsequently registered as the owner of the shares (provided that he is a bona fide purchaser)。

  Article 43 The Company shall not be liable for any damages suffered by any person from the cancellation of the original share certificate or the issuance of the replacement share certificate, unless the claimant can prove fraud on the part of the Company.

  PART SEVEN RIGHTS AND OBLIGATIONS OF SHAREHOLDERS

  Article 44 The Company's shareholders are persons that lawfully hold shares of the Company and whose names are entered in the register of shareholders.

  Shareholders shall enjoy rights and have obligations according to the category and number of shares held by them. Holders of shares of the same category shall enjoy equal rights and have equal obligations.

  Article 45 Holders of ordinary shares of the Company shall enjoy the following rights:

  1. collect dividends and other profit distributions on the basis of the number of shares held by them;

  2. participate or to appoint proxies to participate in shareholders' meetings and exercise voting rights;

  3. supervise and control the Company's business activities, and raise suggestions and inquiries;

  4. transfer shares in accordance with laws, administrative regulations and the Company's Articles of Association;

  5. obtain relevant information in accordance with the Articles of Association of the Company, which shall include:

  (1) obtaining the Articles of Association of the Company after payment of a charge to cover costs;

  (2) being entitled to browse and make a copy, after payment of reasonable charges, of:

  1) all parts of the register of shareholders;

  2) personal information on the directors, supervisors, manager and other senior management staff of the Company, including:

  (2.1) current and previous names and aliases;

  (2.2) main address (domicile);

  (2.3) nationality;

  (2.4) full-time and all other part-time occupations and duties; and

  (2.5) identification documents and their numbers.

  3) the status of the Company's share capital;

  4) reports of the aggregate par value, number of shares, and highest and lowest prices of each category of shares bought back by the Company since the last fiscal year as well as all the expenses paid by the Company therefor; and

  5) the minutes of shareholders' meetings;

  6. participate in the distribution of the remaining property of the Company according to their shareholding when the Company is terminated or liquidated; and

  7. other rights conferred by laws, administrative regulations and the Company's Articles of Association.

  Article 46 Holders of ordinary shares of the Company shall have the following obligations:

  1. to abide by the Articles of Association of the Company;

  2. to pay subscription fees on the basis of the shares subscribed by them and the method of capital injection; and

  3. other obligations imposed by laws, administrative regulations and the Company's Articles of Association. Shareholders shall not bear any liability for further contribution to share capital other than the conditions agreed to by the subscriber of the relevant shares on subscription.

  Article 47 In addition to obligations imposed by laws, administrative regulations or the listing rules of the securities exchange(s) on which the shares of the Company are listed, controlling shareholders may not, in the exercise of their shareholders' powers, make decisions prejudicial to the interests of all or part of the shareholders as a result of the exercise of their voting rights on the issues set forth below:

  1. relieving a director or supervisor of the responsibility to act honestly in the best interest of the Company;

  2. approving a director or supervisor (for his own or another person's benefit) of depriving the Company of its property in any way, including (but not limited to) any opportunities that are favourable to the Company; or

  3. approving a director or supervisor (for his own or another person's benefit) of depriving other shareholders of their rights or interests, including (but not limited to) rights to distributions and voting rights, unless pursuant to a restructuring of the Company submitted to and adopted by the shareholders' general meeting in accordance with the Articles of Association of the Company.

  Article 48 For the purposes of the preceding Article, the term “controlling shareholder” shall refer to a person that satisfies any of the following conditions:

  1. he, acting alone or in concert with others, has the power to elect more than half number of the directors;

  2. he, acting alone or in concert with others, has the power to exercise or control the exercise of 30% or more of the Company's voting rights;

  3. he, acting alone or in concert with others, holds 30% or more of the issued and outstanding shares of the Company; or

  4. he, acting alone or in concert with others, actually controls the Company in any other manner.

  PART EIGHT SHAREHOLDERS' GENERAL MEETING

  Article 49 The shareholders' general meeting shall be the organ of authority of the Company and shall exercise the functions and powers according to law.

  Article 50 The shareholders' general meeting shall exercise the following functions and powers:

  1. decide on the business policies and investment plans of the Company;

  2. elect and replace directors and decide on matters concerning the remuneration of directors;

  3. elect and replace the supervisors who are to be appointed from among the shareholders' representatives and decide on matters concerning the remuneration of supervisors;

  4. examine and approve reports of the board of directors;

  5. examine and approve reports of the board of supervisors;

  6. examine and approve the Company's annual financial budget and final account proposals;

  7. examine and approve the Company's plans for profit distribution and making up losses;

  8. pass resolutions concerning the increase or reduction of the Company's registered capital;

  9. pass resolutions on matters such as the merger, division, dissolution or liquidation of the Company;

  10. pass resolutions on the issuance of bonds by the Company;

  11. pass resolutions on the employment, dismissal or refusal of employment of accounting firms by the Company;

  12. amend the Articles of Association of the Company;

  13. examine the motions raised by the shareholders' representing 5% or more of the Company's voting shares; and

  14. other matters that laws, administrative regulations and the Company's Articles of Association require to be resolved by the shareholders' general meeting.

  Article 51 Without the prior approval of the shareholders' general meeting, the Company may not conclude any contact with any person other than a director, supervisor, manager or other senior management staff of the Company for the delegation of the whole business management or part of the important business management of the Company to that person.

  Article 52 Shareholders' general meetings shall include annual shareholders' meetings and extraordinary shareholders' meetings. Shareholders' general meetings shall be convened by the board of directors. Annual meetings shall be convened once a year and shall be held within six months following the preceding fiscal year.

  The board of directors shall convene an extraordinary shareholders' meeting within two months of the occurrence of any of the following circumstances:

  1. the number of directors is less than the number provided for in the Company Law or less than two-thirds prescribed in the Articles of Association of the Company;

  2. the losses of the Company that have not been made up reach one-third of the total share capital of the Company;

  3. shareholders holding 10% or more of the Company's voting shares required in writing an extraordinary shareholders' general meeting to be convened; or

  4. the board of directors considers that there is a need or the board of supervisors proposes a meeting.

  Article 53 When the Company is to hold a shareholders' general meeting, it shall issue a written notice 45 days prior to the meeting informing all the registered shareholders of the matters to be examined at the meeting as well as the date and place of the meeting. Shareholders that intend to attend the shareholders' general meeting shall, within 20 days prior to the meeting, deliver a written reply to the Company on the meeting attendance.

  Article 54 When the Company is to hold an annual shareholders' general meeting, shareholders holding 5% or more of the total number of the Company's voting shares shall be entitled to propose new motions in writing to the Company. The Company shall include in the agenda for the meeting the matters in the motions that fall within the scope of duties of the shareholders' general meeting.

  Article 55 Based on the written replies received 20 days prior to a shareholders' general meeting, the Company shall calculate the number of voting shares represented by the shareholders intending to attend the meeting. If the number of voting shares represented by the shareholders intending to attend the meeting is more than half of the total number of the Company's voting shares, the Company may hold the shareholders' general meeting. If not, the Company shall within five days inform the shareholders once again of the matters to be examined at the meeting as well as the date and place of the meeting in the form of a public announcement. Upon notification by public announcement, the Company may hold the shareholders' general meeting.

  Extraordinary shareholders' general meeting may not decide on matters not specified in the notice or announcement.

  Article 56 The notice of a shareholders' general meeting shall meet the following requirements:

  1. it shall be made in writing;

  1. it shall specify the place, date and time of the meeting;

  3. it shall describe the matters to be discussed at the meeting;

  4. it shall provide to the shareholders the information and explanation necessary for them to make a wise decision on the matters to be discussed. This principal shall apply (but not limit) when the Company proposes a merger, buy-back of shares, reorganization of share capital or other restructuring, it shall provide the specific conditions and contract (if any) of the transaction under discussions and earnestly explain the cause and result of the transaction;

  5. it shall disclose the nature and extent of conflict of interests, if any, of any director, supervisor, manager or other senior management staff in any matter to be discussed; and provide an explanation of the difference, if any, between the way in which the matter to be discussed would affect such director, supervisor, manager or other senior management staff in his capacity as shareholder and the way in which such matter would affect other shareholders of the same category;

  6. it shall contain the full text of any special resolution proposed to be adopted at the meeting;

  7. it shall contain a conspicuous statement that shareholders entitled to attend and vote have the right to entrust one or more proxies to attend and vote on their behalf and that such proxy need not be a shareholder; and

  8. it shall state the time and place for the delivery of the meeting's proxy's forms.

  Article 57 The notice of a shareholders' general meeting shall be delivered to the shareholders (whether or not entitled to vote thereat) by assigned persons or per-paid mail to the recipient's address shown in the register of shareholders. For holders of domestic investment shares, the notice of a shareholders' general meeting may also be given by public announcement.

  The public announcement referred to in the preceding paragraph shall be published in one or more newspapers or periodicals designated by the State Council authorities in charge of securities during the period between 45 and 50 days before the meeting is held. Once the announcement is made, all holders of domestic investment shares shall be deemed to have received the notice of the relevant shareholders' meeting.

  Article 58 A meeting and the resolutions adopted to thereat shall not be invalidated as a result of the accidental omission to give notice of the meeting to, or the failure of receiving such notice by, a person entitled to receive such notice.

  Article 59 Any shareholder entitled to attend and vote at a shareholders' meeting shall have the right to appoint one or more persons (who need not be shareholders) as his proxies to attend and vote on his behalf. Such proxy may exercise the following rights according to his entrustment by the shareholder:

  1. the shareholder's right to speak at the shareholders' general meeting;

  2. the right to require by himself or in conjunction with others to make a resolution by voting; and

  3. the right to vote by raising hands or ballot, except that if a shareholder has appointed more than one proxy, such proxies may only exercise their voting rights by ballot.

  Article 60 Shareholders shall entrust their proxies by written instruments that shall be signed by the entrusting parties or such proxies. Where the entrusting party is a legal person, the instrument shall be sealed by the legal person or signed by its director(s) or duly authorized proxies.

  Article 61 The instrument appointing a voting proxy shall be placed at the domicile of the Company or at such other place as specified in the notice of the meeting within 24 hours prior to the meeting at which the proxy is authorized to vote or within 24 hours prior to the specified time of the vote. Where the instrument is signed by another person authorized by the entrusting party, the power of attorney or other document authorizing the signature shall be notarized. The notarized power of attorney or other authorizing document shall be placed together with the instrument appointing the voting proxy at the domicile of the Company or at such other place as specified in the notice of the meeting.

  Where the entrusting party is a legal person, its legal representative or the person authorized by resolution of its board of directors or other decision-making body shall be entitled to attend the Company's shareholders' meetings as the representative of such legal person.

  Article 62 Any form issued by the board of directors of the Company to the shareholders for the appointment of proxies shall give the shareholders free choice to instruct their proxies to cast an affirmative or negative vote and enable the shareholders to give separate instructions on each matter to be voted during discussions at the meeting. The instrument of appointment shall specify that in the absence of instructions from the shareholder, the proxy may vote as he thinks fit.

  Article 63 Where the entrusting party has died, lost capacity for acts, revocated the proxy or the signed instrument of appointment prior to the voting, or the relevant shares have been transferred prior to the voting, a vote given in accordance with the terms of instrument of proxy shall remain valid as long as the Company did not receive a written notice of the event before the commencement of the relevant meeting.

  Article 64 Resolutions of the shareholders' general meeting can be ordinary resolutions or special resolutions.

  Ordinary resolutions of the shareholders' general meeting shall be passed by more than half of the voting rights held by the shareholders (including proxies) present at the meeting.

  Special resolutions of the shareholders' general meeting shall be passed by more than two-thirds of the voting rights held by the shareholders (including proxies) present at the meeting.

  Article 65 When shareholders (including proxies) vote at the shareholders' general meeting, they shall exercise their voting rights according to the number of voting rights that they represent. Each share shall carry one voting right.

  Article 66 Votes of the shareholders' general meeting shall be taken by raising hands for resolutions, unless the following persons require voting before or after any vote by raising hands for resolutions:

  1. the chairman of the meeting;

  2. at least two shareholders with voting rights or their proxies; or

  3. one or several shareholders (including proxies) holding totally or separately 10% or more of the shares carrying the right to vote at the meeting.

  Unless somebody proposes voting by ballot, the chairman of the meeting shall declare whether the proposal has been adopted according to the results of the vote by raising hand, and shall record the same in the minutes of the meeting, which shall serve as final evidence without having to state the number or proportion of the votes for or against resolution adopted at the meeting.

  The demand for a vote by ballot may be withdrawn by the person who made it.

  Article 67 If the matter demanded to be voted upon by ballot is the election of the chairman or the adjournment of the meeting, a ballot shall be taken immediately. If a ballot is demanded for any other matter, such ballot shall be taken at the time decided upon by the chairman and the meeting may proceed with the discussion of other matters; the result of the ballot shall still be regarded as a resolution passed at that meeting.

  Article 68 When a ballot is held, shareholders (including proxies) having the right to two or more votes need not use all of their voting rights in the same way.

  Article 69 When the number of votes for and against a resolution is equal, whether the vote is taken by raising hands or by ballot, the chairman of the meeting shall be entitled to one additional vote.

  Article 70 The following mattes shall be resolved by way of an ordinary resolution of the shareholders' general meeting:

  1. work reports of the board of directors and the board of supervisors;

  2. plans for the distribution of profits and making up of losses drafted by the board of directors;

  3. removal of members of the board of directors and the board of supervisors, their remuneration and method of payment of their remuneration;

  4. the Company's annual budget, final accounts, balance sheet, profit statement and other financial statements; and

  5. matters other than those that laws, administrative regulations or the Company's Articles of Association require to be passed by way of a special resolution.

  Article 71 The following matters shall be resolved by way of a special resolution of the shareholders' general meeting:

  1. increase or reduction of the Company share capital and issuance of any category of shares, warrants or other similar securities;

  2. issuance of Company's bonds;

  3. division, merger, dissolution and liquidation of the Company;

  4. amendment of the Articles of Association of the Company; and

  5. other matters that, as resolved by way of an ordinary resolution of the shareholders' general meeting, may have a significant impact on the Company and require adoption by way of a special resolution.

  Article 72 Shareholders requesting the convening of an extraordinary shareholders' general meeting or a meeting of shareholders of different categories shall proceed in accordance with the procedures set forth below:

  1. two or more shareholders holding a total of 10% or more of the shares carrying the right to vote at the meeting sought to be held may sign one or more written requests of identical form and substance requesting the board of directors to convene an extraordinary shareholders' general meeting or a meeting of shareholders of different categories and stating the subject of the meeting. The board of directors shall convene the shareholders' general meeting or the meeting of shareholders of different categories as soon as possible after having received the above-mentioned written request. The shareholding referred to above shall be calculated as of the day on which the written request is made; and

  2. if the board of directors fails to issue a notice of such a meeting within 30 days after having received the above-mentioned written notice, the shareholders who made such request may themselves convene the meeting within four months after the board of directors received the request. The procedures according to which they convene such meeting shall, to the extent possible, be identical to the procedures according to which shareholders' meetings are to be convened by the board of directors.

  Where shareholders convene and hold a meeting because the board of directors failed to hold such meeting pursuant to a request as mentioned above, the reasonable expenses incurred by such shareholders shall be borne by the Company and shall be deducted from the sums owed by the Company to the negligent directors.

  Article 73 Shareholders' general meeting shall be convened and presided over by the chairman of the board. Where the chairman of the board cannot attend such a meeting for any reason, the meeting shall be convened and presided over by the (a) vice chairman of the board. Where both the chairman and the vice chairman of the board (or vice chairmen of the board) are unable to attend the meeting, the board of directors may designate a director of the Company to convene and preside over the meeting on its behalf. Where no chairman is designated, the shareholders attending the meeting may elect one person to preside over the meeting. If for any reason the shareholders are unable to elect a chairman, the shareholder holding the largest number of voting shares and attending the meeting (whether in person or by proxy) shall preside over the meeting.

  Article 74 The chairman of the meeting shall be responsible for deciding whether or not a resolution of the shareholders' general meeting has been passed. His decision shall be final and shall be announced at the meeting and recorded in the minutes of the meeting.

  Article 75 If the chairman of the meeting has any doubts about the result of a resolution put to the vote, he may count the number of votes cast. If the chairman of the meeting fails to count the votes, a shareholder or proxy attending the meeting who challenges the result announced by the chairman of the meeting shall have the right to request counting of votes immediately after such announcement, the chairman of the meeting shall immediately count the votes.

  Articles 76 If counting of votes is held at a shareholders' general meeting, the result of the counting shall be recorded in the minutes of the meeting.

  The minutes of the meeting and the attendance records signed by the attending shareholders and proxies shall be kept at the Company's domicile.

  Article 77 Shareholders may examine photocopies of the minutes of meetings during the Company's office hours free of charge. If any shareholder demands from the Company a photocopy of relevant minutes of meetings, the Company shall send such photocopies within seven days of receiving payment of reasonable charges.

  PART NINE SPECIAL VOTING PROCEDURES FOR SHAREHOLDERS OF DIFFERENT CATEGORIES

  Article 78 Shareholders who hold different categories of shares shall be shareholders of different categories.

  Shareholders of different categories shall enjoy rights and assume obligations in accordance with laws, administrative regulations and the Company's Articles of Association.

  Article 79 If the Company intends to change or abrogate the rights of shareholders of different categories, it may do so only after such change or abrogation has been approved by way of a special resolution of the shareholders' general meeting and by a separate shareholders' meeting convened by the affected shareholders of different categories in accordance with Articles 81 to 85.

  Article 80 The rights of shareholders of a certain category shall be deemed to have been changed or abrogated in the following conditions:

  1. an increase or decrease in the number of shares of such category or an increase or decease in the number of shares of a category having voting rights, distribution rights or other privileges equal or superior to those of the shares of such category;

  2. a change of all or part of the shares of such category into shares of another category, a conversion of all or part of the shares of another category into shares of such category or the grant of the right to such change;

  3. a removal or reduction of rights to accrued dividends or cumulative dividends attached to shares of such category;

  4. a reduction or removal of a dividend preference or property distribution preference during liquidation of the Company, attached to shares of such category;

  5. an addition, removal or reduction of share conversion rights, options, voting rights, transfer rights, preemptive rights to rights issues or rights to acquire securities of the Company attached to shares of such category;

  6. a removal or reduction of rights to receive amounts payable by the Company in a particular currency attached to shares of such category;

  7. a creation of a new category of shares with voting rights, distribution rights or other privileges equal or superior to those of the shares of that category;

  8. an imposition of restrictions or additional restrictions on the transfer or ownership of shares of such category;

  9. an issuance of rights to subscribe for, or convert into, shares of such category or category;

  10. an increase in the rights and privileges of shares of another category;

  11. restructuring of the Company causes shareholders of different categories to bear liability to different extents during the restructuring; or

  12. an amendment or cancellation of the provisions of this Part.

  Article 81 Shareholders of the affected category, whether or not otherwise having the right to vote at shareholders' general meeting, shall have the right to vote at meetings of shareholders of different categories in respect of matters referred to in Items (2) to (8) or (11) to (12) of Article 80, except that interested shareholders shall not have the right to vote at meetings of shareholders of different categories.

  For the purposes of the preceding paragraph, the term “interested shareholders” shall have the following meanings:

  1. if the Company has made a buy-back offer to all shareholders in the same proportion or has bought back its own shares through open transactions on a securities exchange in accordance with Article 25 hereof, the controlling shareholders as defined in Article 48 hereof shall be “interested shareholders”;

  2. if the Company has bought back its own shares by an agreement outside a securities exchange in accordance with Article 25 hereof, holders of share in relation to such agreement shall be “interested shareholders”; or

  3. under a restructuring proposal of the Company, shareholders who will bear liability in a proportion smaller than that of the liability borne by other shareholders of the same category, or shareholders who have an interest in a restructuring proposal of the Company that is different from the interest in such restructuring proposal of other shareholders of the same category shall be “interested shareholders”。

  Article 82 Resolutions of a meeting of shareholders of different categories may be passed only by more than two-thirds of the voting rights of that category represented at the meeting in accordance with Article hereof.

  Article 83 When the Company is to hold a meeting of shareholders of different categories, it shall issue a written notice 45 days prior to the meeting informing all the registered shareholders of that category of the matters to be examined at the meeting as well as the date and place of the meeting. Shareholders that intend to attend the meeting shall, within 20 days prior to the day of the meeting, deliver a written reply to the Company on meeting attendance.

  If the number of share carrying the right to vote at the meeting represented by the shareholders intending to attend the meeting is more than half of the total number of shares of that category carrying the right to vote at the meeting, the Company may hold the meeting of shareholders of different categories. If not, the Company shall within five days inform the shareholders once again of the matters to be examined at the meeting and the date and place of the meeting in the form of a public announcement. Upon notification by public announcement, the Company may hold the meeting of shareholders of different categories.

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