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China Securities Regulatory Commission Circular of China Securities Regulatory Commission on Printing and Distributing the Guidance for the Articles of Listed Company (Revised in 2006) Zheng Jian Gong Si Zi[2006] No. 38 All listed companies: In order to promote the standardized operation of listed companies, the Guidance for the Articles of Listed Company (Revised in 2006)(hereinafter referred to as "the Guidance") is hereby formulated in accordance with Company Law of the People's Republic China, Securities Law of the People's Republic of China, and promulgated to you for its observance and compliance. The Guidance constitutes two parts: the main body and remark. The content between the brackets "[ ]" in the main body shall be filled by the companies in light of actual circumstances. Such a listed company as issues domestic share (A share) or domestically listed shares denominated in foreign-currency (i.e. B shares) or both of them (hereinafter referred to "the listed company") shall, in accordance with the interpretations and explanation in the remark part and by reference to the provisions and requirements in the main body hereof, specify the content in the main body of the Guidance for the Articles of the Listed Company. The Guidance constitutes the basic content of the articles of listed company where the listed company may, in accordance with specific circumstances, either add otherwise content for its practical need or made literal or order alteration without in contravention of relevant laws and rules. The listed company shall, for the need of adding or revising the necessary content Guidance, made ad hoc hint and clue when the board of directors announces its Articles of Association. The Guidance shall be enforced as of the printing date of the Circular. Meanwhile, Circular on Printing and Distributing the Guidance for the Articles of Listed Company ( Zheng Jian[1997] No.16) shall be nullified and repealed simultaneously. The listed company shall, at the first shareholders conference after the Circular was distributed, make corresponding revision of its Articles of Association. The listed company in time of its initial public offering shall, in time of submitting documents to China Securities Regulatory Commission draft and revise the content of its Articles of Association (or draft of the Articles of Association) in accordance with the Guidance and the requirements of the Circular. Such a listed company as issues foreign capital stock or both the domestic share and foreign capital stock shall continue the enforcement of the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas and revise the Articles of Association by reference to the Guidance. China Securities Regulatory Commission March 16, 2006 the Guidance for the Articles of Listed Company (Revised in 2006) ContentsChapter I General Provisions Chapter II Business Tenet and Scope Chapter III Stock Section 1 Stock Issuing Section 2 Stock Increase, Reduction and Buyback Section 3 Stock Transfer Chapter IV. Shareholders and Shareholders Conference Section 1 Shareholders Section 2 General Provisions of Shareholders Conference Section 3 Convention of Shareholders Conference Section 4 Resolution and Notification of Shareholders Conference Section 5 Convocation of Shareholders Conference Section 6 Voting and Decision of Shareholders Conference Chapter V Board of Directors Section 1 Directors Section 2 Board of Directors Chapter VI Manage and other Top Management Personnel Chapter VII Board of Supervisors Section 1 Supervisors Section 2 Board of Supervisors Chapter VIII Financial and Accounting System, Profit Distribution and Auditing Section 1 Financial and Accounting System Section 2 Internal Auditing Section 3 Appointment of Certified Public Accountant Chapter IX Notification and Proclamation Section 1 Notification Section 2 Proclamation Chapter X Merger, Separation, Capital Increase, Capital Reduction, Dissolution and Liquidation Section 1 Merger, Separation, Capital Increase, Capital Reduction Section 2 Dissolution and Liquidation Chapter XI Revision of Articles of Association Chapter XII Supplementary Articles Chapter I General Provisions Article 1 The Articles is, in accordance with Company Law of the People's Republic China(hereinafter referred to as "Company Law" ), Securities Law of the People's Republic of China(hereinafter referred to as "Securities Law"), formulated and enacted in the interest of maintaining the lawful rights of the companies , their shareholders and creditors, standardizing the structure and acts of the companies.
Article 2 The limited liability company( hereinafter referred to "the company") shall be established in accordance with [Name of Law] and other relevant provisions. The company shall be established in accordance with [Methods of Establishment]; registered in[place of the company registration authority] of the local Industrial & Commercial Administration Bureau where the company obtains its business license with[Number of Business License] noted. Remark: Where the establishment of a company needs approval in accordance with laws and administrative regulations, names of approval authorities and documents of approval shall be mentioned and interpreted.
Article 3 The company, with the approval of [name of the approval/ examination authority] on [date of the approval/ examination] , issues common RMB[stock volume] stock to social public and gets listed in [Full Name of the Stock Exchange] on[On-sale Date] . The foreign stock of the company who issues the domestically listed shares in foreign currency by means of stock option shall be [Stock volume] listed in [Full Name of Stock Exchange] on [On-sale Date] Remarks: Such a company have not issued (or planned to issue) domestically listed shares in foreign currencies needn't give an explanation thereon mentioned in this Section. The same below.
Article 4 Registration name of the company [Chinese Full Name] [English Full Name]
Article 5 Domicile of the Company: [Full Name of the Domicile of the Company, Postal Code] .
Article 6 The Registered Capital shall be in RMB yuan[Volume of Registered Capital] Remark: Where the alteration of registered capital arises from the company's increase or loss of registered capital, the company may, after resolution concerning the increase or decrease of registered capital has been passed by the shareholders conference, pass a resolution concerning the alteration particulars of the Articles of Association and authorizes the board of directors to be responsible for interpreting and explaining the detailed registered capital alteration procedures
Article 7 The company's business term shall be [Number of Years] or [The company is permanent limited liability company] .
Article 8 [Board of Director or Manager] shall be the legal person of the company.
Article 9 All the assets of the company shall be divided into equal stocks, with the shareholders bearing responsibilities in term of its purchased stocks and the company bearing responsibilities in term of all its assets.
Article 10 The Articles of Association shall, as of the date of its entry into force, become the lawfully documents binding the relations between the organization and conduct of companies, the company and its shareholders and relations between shareholders, as well as those of the company, shareholders, board of directors, board of supervisors, senior managers. The shareholders may, in accordance with the Articles of Association, sue board of directors, board of supervisors, managers and other senior mangers, vice versa.
Article 11 The term "other senior managers" referred to herein mean the deputy general managers, secretary of the board of directors and the person in charge of finance. Remark: The Company may, in accordance with practical circumstances, define and determine its top management personnel in the Articles of Association.
Chapter II Business Tenet and Scope
Article 12 Business Tenet of the Company: [Business Tenet]
Article 13 After lawful registration, business scope of the company: [Business Scope] Remark: such a business scope of the company as belongs to the items needing the approval of law and administrative rules, it shall be approved pursuant to law.
Chapter III Stock Section 1 Stock Issuing Article 14 Stock of the company takes stock means.
Article 15 Every stock of the same kind stocks issued at the same time shall have the same issue term and price; the share of stocks purchased by any unit or individual shall have the equal right. Every stock of the same kind stocks issued at the same time shall have the same issue term and price; the share of stocks purchased by any unit or individual shall be paid the same value.
Article 16 The stock issued by the company shall have it value marked by RMB.
Article 17 The stock issued by the company shall be uniformly deposited in[Name of the Stock Registration Authority]
Article 18 The company sponsors shall be[names of the Sponsors] , number of purchased stocks[stock volume] , forms and time of investment [Specific Means and Time] remark: Where the sponsors in the company which has been established no less than one year have transferred their holdings, they need not fill in
Article 19 The total volume of the company shall be [stock volume] . The stock of the company shall be: common stock[volume] and other [volume] stocks. Remark: Other kind of stock of the company shall be interpreted and explained.
Article 20 The company or its subsidiaries(including its subsidiary enterprises shall not, by such means as donation, advancement, guarantee, compensation or loan, provide any sponsor to the buyer or potential buyer of stock of the company. Section 2 Stock Increase, Reduction and Buyback Article 21 The company may, in accordance with the operation and development as well as laws and rules, adopt the following means to increase capital provided that the resolution has been made by the shareholder conference: (1) Issuing stock publicly; (2) Issuing stock Secretly; (3) Offering bonus stock to the current shareholder; (4) Transferring and increasing capital stock by accumulation fund; Laws and rules as well as other means approved by China Securities Regulatory Commission Remark: Such a company as issues convertible bond shall also make detailed provisions upon the its issue, share transfer procedure and arrangement as well as alteration of its capital stock and etc.
Article 22 The company may decrease registered capital. The reduction of registered capital shall be handled in accordance with Company Law and other relevant provisions and procedures prescribed in the Articles of Association.
Article 23 The stock of the company may be purchased in accordance with law, administrative rules, regulation, and provisions of the Articles of Association under the following circumstances: (1) Reduction of the company's registered capital; (2) Merging with other companies holding the stock of the company (3) Awarding stock to the staff of the company; (4) Where the shareholders raise objection upon the resolution concerning merger and separation made by the company and demand the company withdraw its stock.. The company shall not purchase or sell the stocks the company except the aforesaid circumstances.
Article 24 The stock of the company may be purchased by any of the following means; (1) Centralized price biding in securities exchange; (2) Offer ; (3) Other means approved by China Securities Regulatory Commission
Article 25 Where the stock of the company is purchased for the reasons arising from Item(1) to Item(3) in Article 23 of the Articles of Association, it shall be decided by shareholders resolution. Where the stock of the company is purchased in accordance with Item(1) Article 23 , its shall be canceled as of ten days upon its purchase; where the stock of the company is purchased in accordance with Item(1), Item(2) or Item(4) in Article 23 ,it shall be transferred or canceled within six months upon its purchase. The stock purchased in line with Item(3) of Article 23 shall not exceed 5% of the total stock volume of the company; the capital used for its purchase shall come from the after-tax profit hereof; the purchased stock shall be transferred to the staff of the company within one year; Section 3 Stock Transfer Article 26 Stock of the company may be transferred lawfully.
Article 27 The object as the pledge of the company's stock shall not be accepted by other companies
Article 28 The stock of the company held by the sponsor shall not be transferred within one year as of the date of the company's establishment. The stock issued prior to the company's public issue of stock shall not be transferred within one year as of its on-sale date in the securities exchanges. The directors, supervisors and senior managers shall report to the company its stock holding and alteration, with its annual stock transfer no more than 25% of the total stock volume hereof ; its holding shall not be transferred within one year as of its on-sale date. The aforesaid personnel, shall not transfer its holding of the company within one year as of their ex-serving. Remark: where other restrictive terms are made by the company upon the stock transfer held by the directors, supervisors, senior managers, the relevant explanation and interpretation shall be given.
Article 29 Where the stocks held the directors, supervisors, seniors and shareholders holding 5% of the total share of the company are sold six months after its buying-in or purchased six months after its sale, the yield thereupon shall be possessed by the company and the board of directors shall withdraw all its yield. Where the securities company, as the sole underwriter, purchases all the unsold stocks and therefore exceeds the 5% possession limit, it is exempt from the six months restriction when it resells the stocks. Where the board of directors refuses to comply with the provisions of the preceding paragraph, other stockholders have the right to ask the board to enforce it within 30 days. Where the board of directors fails to enforce it within the aforesaid time limit, the shareholder shall in their own names be entitled to file a suit to the people's court in the interest of the company. Where the board of directors' refusal to comply with the first paragraph of this article has resulted in losses to the company, the responsible directors shall bear joint liability.
Chapter IV Manage and His Senior Managers Section 1 Shareholder Article 30 The company shall, in accordance with the certificate provided by the securities registration authority, establish stock ledge, which serves sufficient evidence of the shareholding. The shareholder shall enjoy rights and bear responsibilities in line with the volume of its shareholding; the shareholders with the same kind of stock shall enjoy equal rights and bear same obligations. Remark£ºThe company shall sign stock keeping agreement with securities authorities, regularly investigate the documents and shareholding alteration of the main shareholders(including stock equity pledge) and master its equity structure.
Article 31 In case of shareholding convention, stock dividend distribution, liquidation and the such acts as the identification of the shareholders needing certification , the convener of the board of directors or shareholders conference shall be responsible for deciding the date of record, after which the registered shareholders are entitled to the relevant rights and interests.
Article 32 Shareholders of the company are entitled to the following rights: (1) Dividend or other forms of interest distribution in accordance with their shares; (2) Requiring, convening, presiding, attending or entrusting shareholders agent to attend the shareholders conference and performing the relevant voting power; (3) Supervising the performance of the company, raising proposal or inquiry; (4) Transferring, donating or pledging its shareholding in accordance with laws, administrative rules and the provisions hereof. (5) Consulting the Articles of Association, stock ledger, counterfoil of the debenture; record of shareholders conference, resolution of the board of directors, resolution of the board of supervisors, financial statement; (6) Participating in the residual property of the company in accordance with their shares in occasion of the company's termination or liquidation; (7) Demanding the company to withdraw the shares of the shareholder who raise an objection to the merger and separation resolution made in the shareholders conference; (8) Other rights prescribed in laws, administrative rules, regulations and the provisions hereof.
Article 33 Where the shareholder requires consulting the aforesaid relevant information or asks for the relevant documents, it shall show its certificate of the kind of its shareholding and the share volumes to the company who shall approve the requirement hereof after the identification of the shareholder has been certified.
Article 34 Where the resolutions of the shareholders conference and board of directors violate laws and administrative rules, the shareholders are entitled to demanding the people's court to announce the verdict of its nullity. Where the resolutions of the shareholders conference and board of directors violate laws and administrative rules, the shareholders are entitled to demanding the people's court to revoke the resolution within 60 days as of date of its making.
Article 35 Where the directors, senior managers violate laws, administrative rules or the provisions hereof in time of fulfilling their duty and thereby have caused damage to the company, the shareholders with 1% of shareholding singly or jointly in for no less than 180 days are entitled to require in written application the board of supervisors to file a suit to the people's court; where the violation of law by the board of supervisors in time of performing its duty causes damage to the company, the shareholders are entitled to require in written application the board of directors to file suit to the people's court. Where the board of directors and board of supervisors refuse to file suit after having received the written application as described in the preceding paragraph, or fail to do so within 30 days as of its acknowledgement, or the delayed sue may cause irreparable loss to the company, the shareholders as prescribed in the preceding paragraph are authorized to file suit directly to the people's court in their own name. Where the infringement of the lawful rights of the company has caused damage to the company, the shareholders as prescribed in the preceding paragraph are authorized to take proceedings to the people's court.
Article 36 Where the violation of laws, administrative rules or the provisions hereof by the directors, senior managers has caused damage to the shareholders, the latter may lodge a complaint to the people's court.
Article 37 Shareholders of the company shall bear the following obligations: (1) Observing law, administrative rules and the Articles of Association; (2) Paying capital in accordance with its purchased share and means of stock buy-in; (3) Stocks shall not be withdrawn except the circumstances prescribed in laws, rules and provisions; (4) Not abusing the stockholder's right to infringe the interest of the company or other shareholders; not abusing the independent position of the legal person of the company to impair the interest of the creditor of the company; Where the shareholder's abuse of its power has caused damage to other shareholders, it shall honor its indemnity obligations in accordance with the law. Where the shareholder's abuse of its independent position and shareholder's limited liability and evasion of its debt have caused serious damage to the creditor's interest, it shall bear joint liability upon the debt of the company. (5) Other obligations that shall be born as prescribed in laws, administrative rules and the provisions.
Article 38 The shareholders with more than 5% of the voting shares of the company pledges its shareholding, they shall submit a report in written form to the company upon its occurrence.
Article 39 The controlling shareholders and the actual shareholding controllers shall not abuse their correlative relationship to cause damage to the company. Otherwise, they shall honor their indemnity obligations. The controlling shareholders and the actual shareholding controllers shall act faithfully and assume responsibility to the company and other public shareholders. The controlling shareholders shall fulfill strictly the rights of subscriber and buyer in accordance with the laws, shall not impair lawful rights of the company and other public shareholders by such means as interest distribution, capital reorganization, foreign investment, occupation of funds, loan guarantee, not utilize its controlling position to cause damage to the interest of the company and other public shareholders. Section 2 General Provisions of Shareholders Conference Article 40 The shareholders conference constitutes the organ of power of the company, exercising the following authorities: (1) Deciding the business guidance and investment plan of the company; (2) Electing and replacing the posts such as directors and supervisors, deciding the particulars about directors and supervisors; (3) Examining and approving the report from the board of directors; (4) Examining and approving the report from the board of supervisors; (5) Examining and approving the annual financial budget plans and final settlement plans; (6) Examining and approving the profit allocation plans and plans to cover company losses; (7) Adopting resolutions relating to increase or reduction of the company's registered capital; (8) Adopting resolutions relating to increase or reduction of the company's registered capital; (9) Adopting resolutions relating to merger, division, change of corporate form, dissolution and liquidation of the company; (10) Revising the Articles of Association; (11) Making decision upon the employment and dismissal of certified public accountant office; (12) Examining and approving the guarantee particulars prescribed in Article 41 hereof; (13) Examining such proceedings as the purchased and sold assets in one year by the company exceed 30% of the audited total assets of the company of the latest term; (14) Examining, approving and altering the proceedings for the usage of the collected fund; (15) Examining stock-based incentive plan; (16) Examining other proceedings prescribed in laws, administrative rules, regulations or provisions that shall be decided by the shareholders conference. Remark: The aforesaid authority of shareholders conference shall not be exercised by the board of directors or other authorities and individuals by means of authorization.
Article 41 the below external guarantee acts shall be approved by the shareholders conference. (1) Any guarantee after the total external guarantee volume of the company and its controlling subsidiaries reaches or exceeds 50% of the latest audited net assets of the latest term; (2) Any guarantee after the total external guarantee volume of the company reaches or exceeds 30% of the latest audited net assets of the latest term; (3) The guarantee provided to the guarantee objective whose asset liability ratio exceeds 70% (4) The single guarantee volume exceeds 10% of the latest audited net assets; (5) The guarantee provided to shareholders, the actual controller and the associated party.
Article 42 The shareholders conference falls into annual stockholders conference and interim shareholders conference. The annual shareholders conference shall be held once every year, within 6 months after the conclusion of the preceding fiscal year.
Article 43 The interim shareholders conference shall be held within two months when one of the following circumstances occurs: (1) The number of directors falls below the number prescribed herein or below two-thirds of the number prescribed in the Articles of Association; (2) The company's losses which are not covered have reached one-third of the total amount of the share capital; (3) Request from Shareholders holding at least 10 percent of the company's stocks; (4) The board of directors deems it necessary; (5) The board of directors proposes the convention of the conference; (6) Other circumstances prescribed in laws, administrative rules, regulations or the Articles of Association. Remark: The company shall settle the specific number in Item (1) of this Article.
Article 44 The place for the convention of shareholders conference shall be: [Specific Place] . the shareholders conference shall prepare the meeting place and be convened in the form of on-site meeting. The company shall also provide [Internet or other means] for the convenient attendance of the shareholders. Such shareholders as attend the conference by the aforesaid means shall be deemed presence. Remark: The Articles of Association may prescribe that the place of shareholders conference shall be where the company locates or other specific places. Where the shareholders conference is held otherwise, the means of its convention and the lawful identification of the shareholders shall be expressly defined in the Articles of Association.
Article 45 The company shall employ a lawyer to give legal advice the relevant notification in the time of the convention of the shareholders conference; (1) Whether the convention and convocation procedures comply with laws, administrative means and the provisions; (2) Whether the qualification of attendant and convener is lawful and effective; (3) Whether the voting procedure and result is lawful and effective; (4) Legal advice issued upon other relevant questions in response to the request of the company. Section 3 Convention of Shareholders Conference Article 46 The independent directors have the right to propose the convention of interim shareholders conference to the board of directors. With regard to the proposal, the board of directors shall, in accordance with the provisions in laws, administrative rules and the Articles of Association, made feedback in written form concerning approval or disapproval its convention within 10 days as of its acknowledgement. Where the board of directors approves the convention of the interim shareholders conference, it will distribute the notice thereof within 5 days after the decision has been made by the board of directors; otherwise, the reasons shall be interpreted and proclaimed.
Article 47 The board of supervisor is authorized to propose the convention of interim shareholders conference and shall be submitted to the board of directors in written form. The board of directors shall, in accordance with the provisions in laws, administrative rules and the Articles of Association, made feedback in written form concerning approval or disapproval its convention within 5 days as of its acknowledgement. Where the board of directors approves the convention of interim shareholders conference, it will distribute a notice thereof within 5 days after the decision has been made by the board of directors and the alteration of the original proposal in the notice shall win the approval of the board of supervisors. Where the board of directors disapproves its convention or fails to make feedback within 10 days as of its acknowledgement, it shall be deemed incapable to fulfill the obligation of its convention; the board of supervisor may thereby convene and preside over the conference.
Article 48 Such shareholders as singly or jointly hold more than 10% of the shares of the company have the right to propose in written form the convention of interim shareholders conference to the board of directors. The board of directors shall, in accordance with the provisions in laws, administrative rules and the Articles of Association, raise the feedback in written form concerning the approval or disapproval of the convention of the shareholders conference within 10 days upon its acknowledgement. Where the board of directors approves its convention, it shall, within 5 days after the decision has been made by the board of director, issue a notice where the alteration upon the original request shall win the approval from the relevant shareholders. Where the board of directors disapproves its convention, it, shall, within 5 days after the decision has been made by the board of director, issue a notice where the alteration upon the original request shall win the approval from the relevant shareholders. Where the board of directors fails to issue the notice within the prescribed time limit, it shall be deemed failure to convene and preside over shareholder conference and the shareholders singly or jointly holding more than 10% of the company's share for more than 90 consecutive days may convene and preside it over independently.
Article 49 Where the board of supervisors or shareholders decide convening the conference independently, they shall notify the board of directors in written form and put on record in the local branches of China Securities Regulatory Commission. Prior to the announcement of the decision in the shareholders conference, the shareholders of the convened shareholders shall not be less than 10%. The convened shareholders shall, in time of issuing the notice of shareholders conference and the announcement of the resolution of the shareholders conference.
Article 50 With respect to the shareholders conference independently convened by the board of supervisors or the shareholders, the board of directors and its secretary shall give coordination. The board of directors shall provide the stock ledger of the stock registration date.
Article 51 Where the shareholders conference is held independently by the board of supervisors or shareholders, the necessary cost of the company shall be born by the company. Section 4 Resolution and Notification of Shareholders Conference Article 52 The content of the resolution shall be included in the terms of reference of the shareholders conference, have definite topic for discussion and detailed resolution proceedings, and accord with the relevant provisions of laws, administrative rules and the Article of Association.
Article 53 In the shareholders conference, the board of directors, board of supervisors and independent or joint shareholders with more than 3% share of the company have the right to raise resolution to the company. the independent or joint shareholder with more than 3% share of the company may, prior to 10days of the convention of the shareholders, raise interim resolution and submit it in written form to the convener. The convener shall, within 2 days after the its acknowledgement, issue the supplementary notice of the shareholders conference, publish the content of the interim resolution. Except the circumstances prescribed in the preceding paragraph, the convener shall, after having issued the notice hereof, not revise the expressly set out or newly added resolution in the shareholders conference. . Where the resolutions fail to be set out or to comply with Article 52 of the Articles of Association, the shareholders conference shall not vote and made relevant resolution.
Article 54 The convener shall notify all the shareholders 20 days before the convention of the annual shareholders conference, the interim shareholders conference shall notify all the shareholders 15 days before its convention. Remark: The very day of the commencement of the conference shall not be calculated in the time limit. The company may, in accordance with actual situation, decide whether pressing notice shall be included in the Articles of Association.
Article 55 The notice of the shareholders conference shall include the following contents: (1) Time, place and time limit of the conference; (2) The proceedings and resolutions submitted to the conference for its examination and approval; (3) Emphasizing with striking words: all the shareholders have the right to attend the shareholders conference and may entrust their agents to attend the conference and participate in its voting, the shareholder's agent may not necessarily be the shareholders hereof. (4) Having the right to attend the stock registration date of the shareholders conference; (5) Name and telephone number of the permanent associated person. Remark: 1. The notice and supplementary notice of the shareholders conference shall fully and completely reveal all the specific contents of the resolution. Where the independent director is required air his (her) opinion upon the proceedings to be discussed, the opinion and the relevant reason hereof shall be revealed when the notice or supplementary notice of the shareholders conference is issued. 2. Where the shareholders conference adopts internet or other means, it shall, in time of the shareholders conference, set out expressly the voting time and procedure of Internet and other means. The commencement of the on-line or otherwise voting of the shareholders conference shall be no earlier than 3:00 pm of the preceding day and no later than 9:00 am of the very day and its conclusion shall not be earlier than 3:00 pm of the very day. 3. The range between the stock registration day and the conference day shall be no more than 7 working days. Once its registration day is settled, it shall not be altered.
Article 56 Where the proceedings of directors and supervisors election are scheduled to be discussed, the notice shall reveal the detailed information about the directors and supervisors, including at least the following contents: (1) Such personal information as education background, working experience and part-time job and etc.; (2) Whether it has associations with the company and its controlling shareholders and the actual share controller; (3) Revealing the company's share volume; (4) Whether it received punishment from China's Securities Regulatory Commission and its relevant authorities and the warning reprimand from the securities exchange. Except the election of directors and supervisors by means of cumulative voting, very director and supervisor candidate shall be raised in single resolution.
Article 57 Once the notice is issued, the shareholders conference shall not be postponed or canceled without justifiable cause and the resolutions set out in the shareholders conference shall be canceled. Once postponement or cancellation occurs, the convener shall proclaim it and made the relevant account within at least two days in advance of its convention. Section 5 Convocation of Shareholders Conference Article 58 The board of directors and other convener of the company shall take necessary measures to ensure the normal order hereof. The board of directors and other convener of the company shall take measures to prevent such acts interference of the stockholders conference, provocation and infringement of the lawful rights of the shareholders and report them promptly to the relevant authorities for investigation and persecution.
Article 59 All the shareholders and their agent registered on the stock registration date have the right to attend the shareholders conference and make resolution in accordance with the relevant laws, rules and the Articles of Association. The shareholders may either attend the shareholders conference of their own, or entrust their agent to attend the conference and made the relevant resolution.
Article 60 Where the individual shareholder attends the shareholders conference, it shall present its identification card other valid certificate of its identification and stock account card; where the individual shareholders entrust its agent to attend the conference, it shall present its valid certificate of its identification, the proxy statement issued by the shareholder. The legal shareholder shall entrust its lawful representative or other agent entrusted by the shareholder to attend the conference. Where the lawful representative attend the conference, it shall present the identification card, valid certificate of its identification; where the agent is entrusted to attend the conference, the agent shall presents the identification card of its own, the proxy statement lawfully issued by the legal representative hereof.
Article 61 The proxy statement issued by the shareholder where the shareholders entrust their agent to attend the shareholders conference shall contain the following items (1) Name of the agent; (2) Whether it has the voting right; (3) Indication of approval, opposition or abstention vote upon every scheduled vote listed in the shareholders conference; (4) The date of issuance and term of validity of the proxy; (5) Autograph (or seal) of the consigner. Where the consigner is the institutional shareholders, it shall be sealed by the consigner.
Article 62 The proxy statement shall clarify whether the shareholder agent may act of its own will without the specific instruction from the shareholder
Article 63 Where the proxy statement is signed by the person entrusted by the consigner, the signature of the authorized proxy statement or other authorized documents shall be notarized. The proxy statement with notarization or other authorized documents as well as the vote proxy statement shall be placed in the domicile of the company or at other place prescribed in the notice of the conference convention.
Article 63 Where the consigner is the legal person, the legal representative person, or the person authorized by board of directors and other decision-making authority shall act as the representative to attend the shareholders conference.
Article 64 The register of the conference attendant shall be made by the company. The register shall record expressly such proceedings as the name of the attendant, (or name of the unit) Identification Card number, domicile address, shares held by authorized to be decided by the representative, name of the principal(or unit).
Article 65 The convener and the lawyer employed by the company, shall, in accordance with the register provided by the securities registration and clearing institutions, jointly verify the legality of the quality of the shareholders, register full name (or name) of the shareholders. Prior to the announcement of the total volume of the shares held by the shareholders and agents as well as those who have the right to vote, the registration shall be ceased.
Article 66 On occasion of the convention of the shareholders conference, all the directors, supervisors and secretary of the company shall attend the meeting, managers and other top management personnel shall attend as nonvoting delegates.
Article 67 The shareholders conference shall be presided over by the directors. Where the board chairman is unable to or fails to perform its duty, the conference shall be held by the vice-chairman( where there are no less than two vice chairmen, it shall be held by the vice-chairman jointly elected by more than half of the number of board), where the vice chairman is unable to perform its duty, it shall be held by a director jointly elected by more than half of the number of the board. The shareholders independently convened by the board of supervisors shall be presided over by the president hereof. Where the presidents is unable to or fails to perform its duty, the conference shall be held by the vice president hereof, where the vice president is unable to or fails to perform its duty, a supervisor shall be jointly elected by half of the number of the board of supervisors. The shareholders conference jointly held by the shareholders shall be held by the representative recommended by the convener. Where the presider on the occasion of the convention of the shareholders conference violates the rules of procedure so that the conference is unable to continue, a presider may, with the approval of half of the votes from the present shareholders, be elected from and by the shareholders conference to continue the conference.
Article 68 The shareholders conference shall formulate the rules of procedure, prescribe the detailed convention and vote procedure hereof, including notice, registration, examination of the resolution, ballot, vote calculation, announcement of the voting results, formulation of the decision of the conference, conference record and its signature and pronouncement as well as the principle of delegation from the shareholders conference to the board of directors which shall be definite and specific. The rules of procedure shall be deemed as the appendix of the Articles of Association, decided by the board of directors and approved by the shareholders conference.
Article 69 The board of directors and board of supervisors shall, in the annual shareholders conference, deliver a last-year work report and every independent board shall report its work.
Article 70 The board of directors, board of supervisors and top management personnel shall give interpretation and explanation upon the inquiry and advice raised by the shareholders.
Article 71 The presider of the conference shall, prior to the vote, the total voting shares held by the present shareholders and the agents which take the conference registration as a criterion.
Article 72 The shareholders conference shall be charged by the secretary of the board of directors and have proceedings which record the following items: (1) Time, place, agenda, name of convener; (2) Name of the presider and the present directors, supervisors, managers and other top management personnel; (3) Number of the shareholders and agent, total number of their holding shares and its proportion herein; (4) Deliberation procedure, main point of the speech and statement, voting result; (5) Inquiry opinion or proposal of the shareholders and the relevant reply or explanation; (6) Name of the lawyer, vote counter and poll watcher; (7) Other items that shall be recorded in the provisions hereof. Remark: With regard to such a company as issues not only domestic stock but also domestically listed shares in foreign currencies, the proceedings shall include the following: (1) number of the voting shares and its proportion of the present shareholders of domestic share(including the shareholders agent) and shareholders of domestically listed shares in foreign currencies( including the its shareholders agent); (2) every vote proceeding of the shareholders of domestic share and domestically listed shares in foreign currencies shall also be recorded in time of recording the vote result. The proceedings of the company failing to complete the reform of tax incentives regarding non-tradable shares of listed companies shall include the following: (1) the voting shares held by the present shareholders of negotiable stock(including its agent) and shareholders of non-tradable stock(including its agent) and their respective proportion herein; (2) every voting proceeding of the shareholders of negotiable stock and non-tradable stock shall be recorded. The company shall, in accordance with the practical situation, record other necessary proceedings in the shareholders conference.
Article 73 The convener shall guarantee the authenticity, preciseness and intactness of the conference record. The present directors, supervisors, secretary of the board of directors, the convener or its agent, and presider shall sign their names in the proceedings, which as well as the register of the present shareholders as well as the proxy statement, the valid material concerning on-line vote as well as other means shall be kept together with the prescribed period of safekeeping no less than 10 years. Remark: The company shall, in accordance with specific circumstances, prescribe the period of safekeeping in the proceedings of the shareholders conference.
Article 74 The convener shall ensure the continuity of the shareholders conference until the final decision is settled. Where such specific cause as force majeure results I the suspension or failure to make a decision, necessary measures shall be taken to resume the shareholders conference as soon as possible or put an end to the conference and make immediate proclamation. Meanwhile, the convener shall report to the local branch of China Securities Regulatory Commission and the securities exchange. Section 6 Voting and Resolution of Shareholders Conference Article 75 The shareholders conference falls into common resolution and special resolution. The common resolution made by the shareholders conference requires at least half of the votes of the present shareholders (including the shareholders agent) who have the voting power. The special resolution made in the shareholders conference requires at least 2/3 of the vote of the present shareholders (including the shareholders agent) who have the voting power.
Article 76 The following requires the approval of the shareholders conference by common resolution: (1) Work report of the board of directors and board of supervisors; (2) Profit distribution plans and plans to cover company losses drew up the board of directors; (3) Appointment, removal, payment of remuneration for members of the board of directors and board of supervisors; (4) Annual budget plan and final settlement plan; (5) Annual report; (6) Other proceedings except those shall be passed by special resolutions means in accordance with provisions of laws, administrative rules or the Articles of Association.
Article 77 The following shall be passed in the shareholders conference by means of special resolution: (1) Increasing or decreasing registration capital of the company; (2) Division, merger, dissolution and settlement of the company; (3) Revision of the Articles of Association; (4) Where the major capital or amount of guarantee exceeds 30% of the latest audited total assets; (5) Stock incentive plan; (6) Other proceedings prescribed in the provisions of laws, administrative rules or the Articles of Association, deemed by common resolution as having significant potential influence upon the company, and thereby needing to be passed by special proceedings.
Article 78 The shareholders(including shareholders agent enjoy voting power in line with the volume of their holding shares on the basis of one share having one voting. The shares in the company held by its own shareholders shall not enjoy the right to vote and shall not be calculated in the total voting share held by the present shareholders. The board of directors, independent directors and the shareholders in line with the relevant provisions may collect voting right of shareholders. Remark: Where the company possesses the shares outside, it shall interpret and explain whether it enjoy the right to vote.
Article 79 When the shareholders conference is deliberating the related transactions, the related shareholders shall not participated in the vote ,and the number of its represented stock shall not be calculated in the total number of valid votes; the announcement of the shareholders conference shall fully reveal the vote of the non-related shareholders. Remark: The company shall, in accordance with specific circumstance, formulate the withdrawal and voting procedures of the related shareholders in the Articles of Association.
Article 80 The company shall, on the premise of the legality and validity of the shareholders conference, provide convenience to the present shareholders by various means, including such modern information technology means as on-line vote platform.
Article 81 The company shall not sign a contract with the person except the directors, managers and top management personnel covering the transfer of the important or even the whole business hereto without the special resolution approved by the shareholders conference, provided that particular situations such as crisis occur herein.
Article 82 The candidate name list of the board of directors and board of supervisors shall be submitted to the shareholders conference for approval. The resolution concerning the election of directors and supervisors may, in accordance with the provisions of the Articles of Association or the resolution in the shareholders conference, give effect to cumulative voting. The cumulative voting as stated in the preceding paragraph means that every share shall, on the occasion of electing directors or supervisors in the shareholders conference, have the same voting power with that of the candidate director or supervisor and the voting power possessed by the shareholder may be exercised uniformly. The board of directors shall announce the resume and basic information of the candidate directors and supervisors to the shareholders. Remark: The company shall prescribe in the Articles of Association the means and procedures of the nomination of directors and supervisors as well as the proceedings related to cumulative voting.
Article 83 Except the cumulative voting, the shareholders conference may take a vote on all the resolutions item by item. Where different resolutions remain for the same proceedings, it shall be voted in accordance with the time sequence of the resolution's submission. The shareholders conference shall not postpone or refuse the resolution's voting unless such particular causes as force majeure results in its failure of fulfillment.
Article 84 The shareholders conference shall, on the occasion of examining the resolutions, not revise the resolution, otherwise, the relevant alteration shall be deemed as a new resolution which shall not be voted herein.
Article 85 The same voting power shall choose only one of such means as on-the spot, internet or otherwise. The first ballot prevails once repeated voting arises in the same voting power.
Article 86 Vote in the shareholders conference shall adopt open ballot.
Article 87 Prior to the vote on the resolution, two shareholders shall be chosen to participate in vote calculation and vote supervision. When the shareholders conference is voting the resolution, the lawyer, shareholder representative and supervisor representative shall be jointly responsible for vote calculation, vote supervision and the announcement the voting result which shall be recorded in the conference record. Such a shareholder or their agent of listed company as cast vote via internet or other means have the right to examine its voting result via the corresponding voting system.
Article 88 The termination of the on-site shareholders conference where the presider shall announce the voting result of every resolution and thereon its approval or disapproval, shall not be earlier than the internet or other means, Prior to the formal announcement of the voting result, the listed company, vote counter, vote supervisor, major shareholders and internet and etc. as included in the on-site shareholders conference, Internet as well as other means shall bear confidential obligations upon the voting.
Article 89 The present shareholders shall air their opinions on the resolution: approval, disapproval or abstention. The blank, falsely-filled and unreadable vote as well as failure of voting shall be deemed as abstention, and the voting result upon its holding shares shall be filled with "abstention".
Article 90 Where the presider has any doubt upon the voting result, he(she)may count the number of vote; where the presider fails to do so and the present stockholder or stockholder agent challenge the voting result, they are authorized to require counting vote upon the announcement of the voting result and the presider shall organize vote calculation immediately.
Article 91 The shareholders conference shall be announced promptly where the number of shareholders and agent, the proportion of the voting shares herein, means of voting, voting result of every resolution their the particulars shall be set forth. Remark: Such a listed company as issues domestically listed shares in foreign currencies shall make statistics and announcement upon the presence of the shareholders of domestic share shareholder and foreign invested share and their respective voting result.
Article 92 Where the resolutions fail to be passed or the previous resolutions are altered in the very shareholders conference, they shall be mentioned specifically in the announcement hereof.
Article 93 Where the shareholders conference passes the resolutions concerning election of directors, supervisors, time of their assumption of office shall be [Time of Assumption Office] remark: Time of the assumption of office for the newly elected directors and supervisors shall be set forth in the Articles of Association.
Article 94 Where the shareholders conference approves the resolutions including bonus in cash, bonus issue or converted and increased capital stock of cumulative fund , the company shall give effect to the detailed plan within two years after the conclusion of the shareholders conference.
Chapter V. Board of Directors Section 1 Directors Article 95 Where the board is a natural person, it shall not act as board of directors in one of the following circumstances: (1) Without civil capacity or with limited civil capacity; (2) Having been sentenced to prison for the following crimes, and completion of the sentence being less than 5 years ago: embezzlement, bribery, conversion of property, misappropriation of property, sabotage of social economic order; or having been deprived of political rights as a result of a criminal conviction, and completion of such sanction being less than 5 years ago; (3) Having served as a director, the factory chief, or the manager of a company or enterprise which underwent bankruptcy liquidation as a result of mismanagement, and being personally responsible for such bankruptcy, and completion of the bankruptcy liquidation being less than 3 years ago; (4) Having served as the legal representative of a company or enterprise whose business license was revoked due to its violation of law, and being personally responsible for such revocation, and such revocation occurring less than 3 years ago; (5) In default of personal debt of a significant amount; (6) Having been given a punishment by China's Securities Regulatory Commission as prohibition from access to securities market which has not expired; (7) Other proceedings as prescribed in laws ,administrative rules and regulations. The election and appointment of directors in contravention to the provisions thereof, the election, appointment or employment shall be null and void. Where the director undertakes such acts as prescribed in this Article, he(she) shall be dismissed by the company.
Article 96 The directors shall be elected or reshuffled by the shareholders conference with its tem as [Number of Year] . The director may, after its expiration of the term of office, be reelected and reappointed. The shareholder conference shall not dismiss without fair cause the post of the director prior to its expiration of office. The term of office of the director shall commence as of its assumption of office till the expiration of that term of board of directors. Where the directors need timely reelection, the original directors shall, prior to the assumption of the reelected directors, performs its director duties in accordance with laws, administrative rules, regulations and provisions of the Articles of Association. The manager or other top management personnel may serve concurrently as the director, however, the concurrently directors acted by the manager, other top management personnel as well as by staff representatives shall not exceed 1/2 of the total number of board of directors. Remark: The Articles of Association shall prescribe the standardized and transparent election procedures of directors. The members of directors may be represented by staff of the company, the Articles of Association of which shall set forth whether the directors may be acted by the staff representative as well as quotas of the staff representatives who may be admitted to the board of directors by means of worker's representative assembly, workers' assembly or other democratically elected forms.
Article 97 The directors shall abide by laws, administrative rules and the Articles of Association and assume the following duties: (1) Not abusing power to accept bribery or other illegal income and to misappropriate the company's assets; (2) Not embezzling the company's fund; (3) Not opening an account in his (her) own name and depositing the funds and assets of the company; (4) Not acting against the provisions hereof to borrow the company's fund to others or provide guarantee to others by using the company's assets without the approval of the shareholders conference or the board of directors; (5) Not acting against the provisions hereof to accord contract with the company or undertake transaction without the approval of the shareholders conference; (6) Not abusing its power to seek business opportunity for himself(herself) that shall have been attributed to the company, to operate independently or jointly with others the same kind of business as that of the company; (7) Not peculating the commissions; (8) Not revealing the company's confidential information of the company without permission; (9) Not abusing its associated relations to impair the interest the company; (10) Other faithful duties prescribed in laws, administrative rules, regulations and the Articles of Association; Where the income of the director arises from his£¨her£©acts against the aforesaid provisions, it shall be possessed by the company; where the director causes damage to the company, he(she) shall bear his(her) compensation liability. Besides the aforesaid obligations, the company may, in accordance with specific circumstances, add other requirement in the Articles of Association upon the directors hereof.
Article 98 The directors shall abide by laws, administrative rules and the Articles of Association, bearing the following obligations; (1) In line with national laws, administrative rules as well as the various requirements of the national economic policies, exercise meticulously, gravely and assiduously the rights authorized by the company so as to ensure the company's business act within the scope prescribed in the business license; (2) Give fair treatment to all the shareholders; (3) Investigate the performance of the company; (4) Report regularly to the company and signing confirmation opinion in written form to ensure the sincerity, preciseness and integrity of the information revealed by the company; (5) Provide genuinely the relevant information and material to the board of supervisors, and not impede the board of supervisors to exercise its functions and powers; (6) Other obligations prescribed in relevant laws, administrative rules, regulations and Articles of Association. Remark: The company may, in accordance with specific circumstances, add requirements upon the directors hereof.
Article 99 Where the directors fails to attend the conference for two consecutive times and fails to consign other directors hereto, he(she) shall be deemed incapable to perform his(her)duty and the board of directors shall propose the shareholders conference to reshuffle the director.
Article 100 The director may ,in advance of his(her) expiration of the term, submit his(or her )resignation report in written form to the board of directors who shall reveal the relevant information within two days. Where the total number of member of the board of directors is lower than the minimum quorum, the former directors shall, prior to the assumption of the reelected directors, perform its directorship in accordance with the relevant laws, administrative rules, regulations and the Articles of Association. The resignation of the director shall, except the circumstances prescribed in the preceding paragraph, come into effect as of its acknowledgement by the board of directors.
Article 101 Where the resignation of the director come into force or his(her) term of office expires, the director shall handle proper transfer procedure in the board of directors and his(her) faithful obligations born to the company and shareholders shall not be discharged and remain effective within the reasonable time limit prescribed in the Articles of Association. Remark: The Articles of Association shall set forth the detailed time limit of faithful obligations hereof.
Article 102 Without the legal authorization of the Articles of Association or the board of directors, any director shall not represent the company or board of directors to act in the name of individual. Where the director acts in his(her) own name, the director shall declare its standpoint and identity in advance provided that the director is deemed by the third party as acting in the interest of the company.
Article 103 Where the director, on the occasion of performing his(her) duty hereof, violates laws, administrative rules, regulations or provisions in the Articles of Association and has caused damage to the company, the director shall honor indemnity compensation.
Article 104 The independent directors shall act in accordance with laws, administrative rules and regulations. Section 2 Board of Directors Article 105 The board of directors established by the company shall be responsible to the shareholders conference.
Article 106 The board of directors shall be composed of [number of person] directors, one board chairman and [number of person] deputy chairman. Remark: The number in the board of director shall be set forth in the Articles of Association.
Article 107 The board of director shall exercising the following authorities: (1) Convening the shareholders conference and delivering work report hereto; (2) Fulfilling the decisions of the shareholders conference; (3) Deciding the business plan and investment plan; (4) Formulating the annual financial budget plan and final settlement plan of the company; (5) Formulating profit allocation plan and plan to cover company losses; (6) Formulating such plans as increase or decrease of registered capital, issue of stocks or other securities and listing of the company; (7) Drawing up such plans as major purchase, purchase the company's stock, merger, division. dissolution and alteration; (8) Deciding within the authorization scope such proceedings as external investment, purchase or sale of assets, pledge, external guarantee, entrusting financing, associated transaction; (9) Deciding the setting of the internal governance institutions of the company; (10) Appointing or dismissing managers, secretary of the board of directors; employing or dismissing top management personnel including vice general manager, personnel responsible for finance, and deciding the rewarding and punishment particulars; (11) Formulating the basic management system; (12) Formulating the revision plan of the Articles of Association; (13) Managing the information revelation proceedings; (14) Proposing the shareholders conference to employ or replacing the certified pubic accountant of the company; (15) Hearing the work report from the manager of the company and examining the work of the manager; (16) Other authorities authorized by laws, administrative rules, regulations and the Articles of Association. Remark: The particulars beyond the scope of authority shall be submitted to the shareholder conference for examination and approval.
Article 108 The board of directors of the company shall explain to the shareholders conference the non- standardized audit opinion issued by the certified public accountant to the company.
Article 109 The board of directors shall set forth the rules of procedure of the board of directors to ensure its implementation of the decisions hereof, to improve its efficiency and guarantee its scientific decision making. Remark: The rules prescribing the procedures of the convocation and voting shall be deemed as the appendix of the Articles of Association, decided by the board of directors and approved by the shareholder conference.
Article 110 The board of director shall set forth the scope of authorities such as external investment, purchase and sale of assets, pledge, external guarantee, entrusting finance, associated deal, establish strict examination and decision-making procedure; the major investment items shall be subject to the examination and approval of the relevant experts and the approval of the shareholders conference. remark: The board of directors shall, in accordance with the relevant laws, rules and the practical situation of the company, set forth the detailed scope of authority and the specific proportions hereof.
Article 111 The board of directors may be composed of one chairman of board, and deputy chairmen of board. The chairman of the board and the deputy chairmen shall be elected by more than half of the total directors.
Article 112 The chairman of the board may exercising the follows authorities: (1) Presiding over the convention of shareholders conference and board of directors conference; (2) Pressing and supervising the fulfillment of the board of supervisors; (3) Other authorities authorized by the board of directors. Remark: The board of directors shall be cautious when authorizing power to the chairman of the board, and the performance of power and long-term authorization shall be set forth in the Articles of Association.
Article 113 The deputy chairmen of board shall assist the chairman hereof. Where the chairman of board is unable to or fails to perform his(her) duty, the deputy chairman of board shall perform the duty hereof( where there are at least two deputy chairmen of board, the deputy chairman elected by half of the total members hereof shall perform the duty hereof); where the deputy chairman of board is unable to or fails to fulfill his(her) duty, a director shall be elected by half of the total members of the board of directors shall be chosen jointly to fulfill the duty hereof.
Article 114 The board of directors shall convene at least two conference annually by the chairman of the board who shall notify the whole directors and supervisors ten days in advance of the convention of the conference.
Article 115 The shareholder representing more than 1/10 of the voting and directors or supervisors more than 1/3 may propose the convention of interim directors conference. The chairman of board shall, within 10 days after the acknowledgement of the proposal, convene and preside over the directors' conference.
Article 116 The means of notice concerning the convention hereof shall be: [Specific Notice means]; time limit of the notice: [Specific Time Limit of the Notice ]
Article 117 The notice of the board of directors shall include the following: (1) Date and place; (2) Time limit; (3) Reason and topic; (4) Date of the notice issuing.
Article 118 The board conference may not be held unless it has more than half of the present directors. The decision made by the board of directors requires more than half of the total number of the directors. The decision making of the board of directors shall observe the principle o one person for one vote
Article 119 Where directors have associated relations with the enterprises mentioned in the decision made by the and board of directors, the directors shall neither vote on this decision nor act as agent for other directors to exercise voting power. The board conference may not be convened unless it has more than half of the non-associated present directors and the decisions made by the board of directors requires the approval of half of the directors without associated relations. Where non-associated directors attend the board conference is less than three, the proceedings shall be submitted to the shareholders conference for examination and deliberation.
Article 120 The specific voting means of the board conference shall be: [Specific Voting Means] The interim board conference may make a decision by means of [Other Means] and require directors autograph, provided that the directors may fully express their opinions. Remark: It is optional clause and the company may decide whether it will include the clause in the Articles of Association.
Article 121 The board conference requires the attendance of the directors themselves; where the directors is unable to attend, they shall entrust other directors to attend by means of proxy statement where the name of the agent, entrusted proceedings, scope of authorization and valid of time limit shall be set forth and the autograph or seal is required. The present directors shall exercise their authorities within the scope of authorization. Where the director fails to attend the board conference and fails to entrust the agent hereto, it shall be deemed as abstention of the exercise of voting power.
Article 122 The board of directors shall make record of the proceedings under discussion and the present directors shall sign their names therein. The time limit for the storage of the proceedings of the board conference as the company's file shall not be less than 10 years. Remark: The company shall set forth the time limit hereof in accordance with the specific circumstances.
Article 123 The record of the board conference shall include the following: (1) Date, place and name of the convener; (2) Names of the present directors and the present entrusted directors( agent); (3) The conference agenda; (4) Main points of the board's speech; (5) Means of voting and its result of every resolution ( the voting result shall set forth approval, opposition or abstention).
Chapter VI Manage and other Top Management Personnel
Article 124 The company set up one manager who is subject to the employment or dismissal from the board of directors. The company set up one manager who is subject to the employment or dismissal from the board of directors. The manager, vice manage, person in charge of finance, secretary of the board of directors and [position] constitute the top management personnel. Remark: The company may set forth in the Articles of Association the other candidates for top management personnel in accordance with specific circumstances.
Article 125 The circumstances concerning the disqualification of acting as boards prescribed in Article 95 is also applicable to top management personnel. The faithful obligations prescribed in Article 95 and the assiduous obligations set forth in Item(4), Item(5) and Item(6) shall also be applicable to top management personnel.
Article 126 Such personnel as acting other posts except director in the unit of the controlling shareholders and actual share controller shall not act as top management personnel.
Article 127 Every time limit of the manager shall be [Number of Years] years, the manager may be reappointed after his(her) employment.
Article 128 The manager shall be responsible for the board of directors, exercising the following authorities: (1) Presiding over the production operation management of the company, organizing the implementation of the decision hereof and report hereto; (2) Organizing the implementation of annual business plan and investment plan; (3) Working out the internal administration structural establishment; (4) Working out the basic management system; (5) Formulating the specific provisions; (6) Proposing the board of directors to employ or dismiss the deputy manager, person in charge of finance; (7) Deciding the employment or dismissal of other management personnel except those that shall be employed or dismissed by the board of directors; (8) Other authorities authorized by the Articles of Association or board of directors. The managers shall attend the board conference as non-voting delegates. Remark: The company shall, in accordance with its circumstances, prescribe in the Articles of Association the authorities of the manager in line with real requirement and the specific enforcement measures.
Article 129 The particulars of the management prescribed by the manager shall be implemented after the approval from the board of directors.
Article 130 The particular of management shall include the followings: (1) Convention condition, procedures and the attending personnel in the manager conference; (2) Responsibilities and division of labor of the manager and other top management personnel; (3) Fund of the company, asset application, signature of the authorities of important contract, report system to the board of directors, board of supervisors; (4) Other proceedings deemed necessary by the board of directors.
Article 131 The manager may raise resignation prior to the term expiration. The specific procedures and measures of the manager's resignation shall be set forth by the labor contract between the manager and the company
Article 132 The company may ,in accordance with its own situation ,set forth the appointment and removal procedure of the deputy manager and the relations between deputy manager and the manager and may prescribe the authorities of the vice manager.
Article 133 The secretary of board of directors shall be established by the listed company to be responsible for the preparation of the shareholders conference and the board of directors conference, record keeping as well as the keeping of the shareholders material, handling such proceedings as information revelation. The secretary of board of directors shall abide by
Article 134 Where the top management personnel violate laws, administrative rules, regulations and the relevant provisions in the Articles of Association on the occasion of performing his(her)duty and caused losses to the company, it shall honor the compensation liability.
Chapter VII Board of Supervisors Section 1 Supervisors Article 135 The provisions about the prohibition from the assumption of directors set forth in Article 95 shall be applicable to the supervisors. The directors, supervisors and other top management personnel shall not act as supervisor concurrently.
Article 136 The supervisor shall abide by the laws, administrative rules, regulations and the Articles of Association., assuming faithful duty and assiduous obligation to the company, shall not abuse its power to accept bribery or other illegal income, not encroach the assets of the company.
Article 137 The single term for the supervisor shall be three years. The supervisor may be reappointed after the expiration of its term.
Article 138 Where the supervisor fails to be reelected upon the expiration of its term, or the resignation of supervisors within his(her) term has resulted in the number of the total member in the board of supervisors is lower than the quorum, the former supervisor shall, prior to the assumption the reelected supervisor, perform the duty hereof in accordance with laws, administrative rules, regulations and the relevant provisions in the Articles of Association
Article 139 The supervisor shall ensure the sincerity, preciseness and intactness of the revealed information.
Article 140 The supervisor may attend the board conference as non-voting delegates and raise inquiry or suggestion upon the proceedings of the decision made by the board of directors.
Article 141 The supervisor shall not abuse its associated relations to impair the company's interest, if it has caused damage to the company, it shall honor the indemnity liability.
Article 142 Where the supervisor violate laws, administrative rules, regulations or the provisions in the Articles of Association in time of performing its duty hereof and has caused damage to the company, it shall honor indemnity liability. Section 2 Board of Supervisors Article 143 The company shall set up the board of supervisor. The board of supervisor shall be composed of [Number of Person] supervisors , one chairman and may include deputy chairman. The chairman and deputy chairman of the board of supervisor shall be elected by half of the total member of the supervisors. The chairman of the board of supervisors shall convene and preside over board of supervisors conference; where the chairman of board of supervisors is unable to or fails to perform his(her) duty, the deputy chairman shall convene and preside it over; where the deputy chairman is unable to or fails to perform his(her) duty, a supervisor shall be chosen jointly by the supervisors to convene and preside over the conference. the board of supervisor shall include shareholders representative and appropriate proposition of the worker representatives, where the worker representative shall not be less than 1/3. The worker representative shall be elected by the staffs through workers representative conference, workers conference or other democratic means. Remark: The number of the members of board of supervisors shall not be less than three. The Articles of Association shall prescribe the specific proportion of the representative staff in the board of supervisors.
Article 144 The Board of Supervisor shall exercise the following authorities: (1) Examining the regular report worked up by the board of supervisors and raising examination opinion in written form; (2) Checking the company's finance; (3) Supervising the acts of directors, top management personnel in time of performing their duty, raising opinions suggesting the removal of directors and top management personnel who violates laws, administrative rules, Articles of Association or the decision made by the shareholders conference; (4) Requiring the directors and top management personnel to rectify their acts that impair the interest of the company; (5) Convening interim shareholders conference, convening and presiding over the shareholders conference when the board of directors fails to fulfill the duty hereof prescribed in the Company Law; (6) Raising resolution to the shareholders conference; (7) Suing the directors and top management personnel in accordance with Article 152 of the Company law; (8) Conducting investigation upon the abnormal situations in the company; employ such professional organs as certified public accountant, barristers' chambers for assistance, the expense of which shall be born by the company. Remark£ºother authorities of the supervisors that may be prescribed by the Articles of Association.
Article 145 The board of supervisor shall convene at least one conference every six months. The supervisors may propose the convention of interim board of supervisor conference. The resolution of the board of supervisors requires the approval of more than half of the total number of member of board of supervisors.
Article 146 The board of supervisor shall set forth rules of procedures of the board of supervisor, define the discussion means and vote procedures of the board of supervisors to ensure the efficiency and scientific decision hereof. Remark: The rules of procedures prescribe the convention and decision making procedure hereof and shall be included in Articles of Association or deemed as the appendix hereof, shall be subject to the decision by the board of directors and approval by the shareholders conference.
Article 147 The board of director shall record all the proceedings under discussion and the present supervisor shall sign their names herein. The supervisors have the right to require their speech to be given descriptive record herein. The conference record of the board of supervisors shall be kept as the file of the company for at least 10 years. Remark: The company shall in accordance with the specific situation prescribe the period of custody and control herein.
Article 148 The notice of the board of supervisor shall include the following: (1) Date, place and time limit of the conference; (2) Reason and topic for discussion; (3) Date of the notice distribution.
Chapter VIII Financial and Accounting System, Profit Distribution and Auditing Section 1 Financial and Accounting System Article 149 The company shall formulate the financial and auditing system in accordance with the laws, administrative rules and the relevant provisions of the relate authorities.
Article 150 The company shall submit the annual financing and auditing report to China's Securities Regulatory Commission and the securities exchange within four months as of the closing date of the previous six months of every fiscal year; the semiannual financing and auditing report to the branch of China's Securities Regulatory Commission and the securities exchange within two months as of the closing date of every fiscal year, the quarter financing and auditing report to the branch of China's Securities Regulatory Commission and the securities exchange within one month of the closing date as of the previous three months and previous nine months of every fiscal year.. The aforesaid financing and auditing repost shall be worked up in accordance with the relevant laws, administrative rules and provisions of authorities.
Article 151 The company shall not establish other accountant book except the prescribed one. The assets of the company shall not be deposited in the account in any person's name.
Article 152 The company shall, in time of allocating profit of the after-tax profit of the same year, withdraw 10% of the profit and list it as legal reserved fund hereof. Where the cumulative legal reserved fund exceeds 50% of the registered capital hereof, it may not be withdrawn any more. Where the legal reserved fund fails to cover the loss of the previous year, the annual profit of the same year shall, prior to the withdrawal hereof in accordance with the provisions of the preceding paragraph, cover the loss. The company may, after having withdrawn legal reserved fund and the approval of the shareholders conference, withdraw any reserved fund from the after-tax profit. The remains of the after-tax profit shall, after having covered loss and withdrawn reserved fund, be allocated in accordance with the proportion of the shares, unless otherwise prescribed. Where the shareholders conference violates the preceding paragraph to allocate profit to the shareholders prior to the cover of loss and withdrawal of reserved fund, the shareholder shall refund the profit hereof to the company. The company holding shares of the company shall not participate in the profit allocation.
Article 153 The reserved of the company shall be used for covering loss, extending business operation or transforming to its increased capital. However, the reserved fund shall not be used for covering the loss of the company. Where the legal reserved fund is transformed to capital, the retained reserved fund shall not be less than 25% of the registered capital prior to its transfer and increase.
Article 154 After the shareholders conference made the decision of interest distribution plan, the board of directors shall complete the issue and distribution of dividend(or shares) within two months as of the convention of the shareholders conference
Article 155 The interest allocation policy of the company shall be [specific policy] . Remark: Such a company as issues domestically listed shares in foreign currencies shall supplement the proceedings of the Section in accordance with Rules for the Implementation of Domestically Listed Shares in Foreign Currencies. Section 2 Internal Auditing Article 156 The company shall enforce internal auditing system, equipping full-time auditor to undertake internal supervision upon the financial receipts expenditure and its economic activities.
Article 157 Internal audit system and the duty of the auditors shall be enforced after the approval from the board of directors. The person in charge of audit shall be responsible to and report to the board of directors. Section 3 Appointment of Certified Public Accountant Article 158 The certified accountants office who have acquired "qualification for securities-related business" shall be employed, whose term of employment is one year and who may be reemployed, by the company to undertake fiscal statement auditing, net assets verification and other related consultant service.
Article 159 The certified accountants office employed by the company shall be decided by the shareholders conference, prior to which the board of directors shall not appoint certified accountants office.
Article 160 The company shall guarantee to provide to the employed certified accountant office sincere and intact accountant certificate, accountant book, financial statement and other relevant documents, with refusal, concealment and false report forbidden.
Article 161 The expense of certified accountant office shall be subject to the decision of the shareholders conference.
Article 162 Where the company dismisses or reject the reemployment of certified accountant office, it shall inform in advance of [Number of Days] days that office who shall be permitted to state its opinion in time of the vote upon dismissal hereof by the shareholders conference. The certified accountant office shall, on the occasion of raising resignation, report to the shareholders conference whether abnormal situation exists in the company.
Chapter IX Notification and Proclamation Section 1 Notification Article 163 The notification of the company shall be distributed by the following means: (1) Special person; (2) Mail; (3) Proclamation; (4) Other means prescribed in the Articles of Association.
Article 164 Where the notice of the company is distributed by means of proclamation, all the relevant personnel shall be deemed as having acknowledged upon its distribution.
Article 165 The shareholders conference shall be undertaken by means of [specific means] .
Article 166 The board of directors conference shall be undertaken by means of [specific means] .
Article 167 The board of supervisors shall be undertaken by means of [specific means] . Remark: The company shall, in accordance with the specific situation, prescribe the specific notice means in the Articles of Association.
Article 168 Where the notice is sent by a special person, it shall be autographed (or sealed) in the acknowledgement by the receiver, the receipt date signed by the receiver shall be the date of service; where the notice of the company is sent by mail, the service date shall be[Number of Days] days as of the date when the notice is delivered to the post office; where the notice is delivered by means of proclamation, the service date shall be the date when the proclamation is initially published.
Article 169 Where the notice fails to be delivered to or reach the entitled receiver because of negligence, the validity of the notice shall not be affected. Section 2 Proclamation Article 170 [Name of the Media] designated by the company shall publish the proclamation of the notice and reveal other required information. Remark: The company shall, within the scope of the media designated by China Securities Regulatory Commission, prescribe at least one newspaper and one website as the media responsible for information revelation hereof.
Chapter X Merger, Separation, Capital Increase, Capital Reduction, Dissolution and Liquidation Section 1 Merger, Separation, Capital Increase, Capital Reduction Article 171 The merger of the company may be undertaken by merger or consolidation. The merger means that one company takes over other ones and the company being taken over shall be dissolved. The consolidation means that at least two companies are merged into one and the companies being taken over shall be dissolved.
Article 172 The merger of companies requires the merger contract signed by all the relevant parties and the balance sheet and inventory of property. The company shall notify the creditor within 10 days as of the date when the decision was made and make proclamation in[Name of the Newspaper] within 30 days. The creditor may, within 30 days as of its acknowledgement or within 45 days as of the date of proclamation, ask the company for settling of its debt or providing relevant guarantee.
Article 173 The creditor's right and debt to all the relevant parties shall, in time of their merge, be succeeded by the retained company or the newly-established new one.
Article 174 In case of division of the company, its assets shall be divided correspondingly. In case of division of the company, balance sheet and the inventory of property shall be formulated. The company shall inform the creditor within 10 days as of the date when the division was made and shall be announced in [Name of the Newspaper] within 30 days.
Article 175 The divided companies shall bear joint liability upon the debt of the company prior to its division, provided that otherwise written agreement has been reached between the company the creditor upon the insolvency of debt.
Article 176 Where the company needs reducing registered capital, it shall formulate balance sheet and inventory of property. The company shall inform the creditor within 10 days as of the date when the company made the decision to reduce the registered capital, and make proclamation in [Name of Newspaper] within 30 days. The creditor shall, within 30 days as of the date of the receipt of the notice or within 45 days as of the date of the proclamation of the notice, have the right to ask the company for repaying the debt or providing the relevant guarantee. The registered capital after the reduction of capital of the company shall be less than the minimum legal quotas.
Article 177 Where the company undertakes merger or division or alter the registration proceedings, it shall handle the alteration registration lawfully; where the company is dissolved, it shall cancel the registration lawfully; where the new company is to be established, its registration shall be made in accordance with the law. The company shall, in case of increasing or reducing registered capital, it shall handle the alteration registration in the registration organs in accordance with the law. Section 2 Dissolution and Liquidation Article 178 The company may be dissolved because of the followings reasons: (1) The expiration of business term or other reasons prescribed in the Articles of Association; (2) The decision of dissolution made by the shareholders conference; (3) The dissolution is necessary because of the merger or division of the company; (4) Its business license is revoked lawfully and its operation is ceased or canceled by the relevant authorities; (5) The company meets with great difficulties and its continuation may incur great loss to the interest of the shareholders, it cannot be resolved by other means and the shareholders holding more than 10% of the voting share may petition to the people's court for its dissolution.
Article 179 The company may remain by revising its Articles of Association in the circumstance of Item(1) in Article 178 . The revision hereof pursuant to the preceding paragraph requires the approval of more than 2/3 of the votes of shareholders attending the shareholders conference.
Article 180 Where the company is dissolved because of the provisions in Item(1), Item(2), Item(3), Item(4) and Item(5), it shall establish a liquidation team to start the liquidation within 15 days as of the date when the dissolution was made. The liquidation team shall be composed of directors or the personnel decided by the shareholders conference. Where the liquidation team fails to be established in time, the creditor may apply to the people's court requiring the establishment of liquidation team to undertake liquidation.
Article 181 The liquidation team shall perform the follows duties during its liquidation: (1) Liquidation the company's asset, formulating the balance sheet and inventory of assets; (2) Notifying to and proclaiming the creditor; (3) Dealing and liquidating the unfinished business relating to liquidation of the company ; (4) Settling the arrears in the process of liquidation; (5) Handling the remain assets after the company has liquefied the debts; (6) Participating in the civil litigious activities of the company;
Article 182 The liquidation team shall notify the creditor within 10 days as of its establishment and make proclamation within 60 days in[Name of the Newspaper] . The creditor who have received the notice shall, within 30 days as of its acknowledgement of the receipt , and the creditor who fail to receive the notice shall within 45 days as of the date when the proclamation was made, declare their creditor's right to the liquidation team. The creditor who declares the creditor's right shall give an descriptive account the relevant proceedings and provide the evidentiary material. The liquidation team shall register the creditor's right. The liquidation shall, during the period of liquidation, not liquidate the creditor.
Article 183 The liquidation team shall, after having liquidated the company's asset, formulated balance sheet and the inventory of property, shall formulate liquidation plan and submit them to the shareholders conference or the people's court for confirmation. The remaining asset shall, after having paid the liquidation expense, salary of the staff, social insurance expense and the legal premium, the arrears and liquidated the company's debt, be distributed proportionally in accordance with the shares held by the shareholders. The company may, during the liquidation period, remain yet shall not carry out activities irrelevant to the liquidation. Where the company's assets have been cleaned off without abiding by the preceding provisions, it shall be allocated to the shareholders.
Article 184 Where the liquidation team discovers that the company's assets is in insolvency after having liquidated the company's assets, formulating balance sheet and inventory of assets, it shall apply to the people's court lawfully for bankruptcy. After the bankruptcy of the company has been announced by the people's court, the liquidation team shall transfer the liquidation business to the people's court.
Article 185 After the completion of liquidation, the liquidation team shall work out a liquidation report and report to the shareholders conference or the people's court for confirmation and to the registration authority of for cancellation the company's registration and termination.
Article 186 The member of the liquidation team shall be faithful to their duty and fulfill the liquidation obligation in accordance with the law. The member of the liquidation team shall not abuse their authority to accept bribery or other illegal income, not infringe the company's asset. Where the member of the liquidation team incur damages to the company intentionally or because of gross negligence, he(she) share bear the relevant compensation liability.
Article 187 Where the company is lawfully announced bankruptcy, it shall enforce bankruptcy liquidation in accordance with the relevant bankruptcy law.
Chapter XI Revision of Articles of Association
Article 188 The company shall revise the Articles of Association in one of the following circumstances: (1) The provisions in the Articles of Association runs against the revised laws, administrative rules after the revision of Company Law or other relevant laws, administrative rules; (2) The changes in the company is in conformity with the proceedings prescribed in the Articles of Association; (3) The revised Articles of Association decided by the shareholders conference.
Article 189 Where the proceedings in the Articles of Association passed by the shareholders conference needs the examination and approval of the authorities in charge, it shall be submitted hereto for approval; where the registration proceedings are involved, the registration shall be handled lawfully.
Article 190 The board of directors shall examine and approve the revision of the Articles of Association in accordance with the decision hereof and the relevant examination opinion.
Article 191 Where the revision of the Articles of Association is included in the requirements of laws and provisions, it shall be made proclamation in accordance with the relevant provisions.
Chapter XII Supplementary Articles
Article 192 Explanation and interpretation (1) Controlling shareholder means such a shareholder as controls more than 50% of the total volume of share in the company; or having great influence upon the decision made by the shareholders conference by means of its holding voting share albeit its holding share is less than 50% hereof. (2) Actual share controller means the person who is able to dominant the acts of the company by means of its investment relations, agreement or other arrangement although he(she) is not a shareholder of the company. (3) Associated relationship means the relations between the controlling shareholder, actual share controller, directors, supervisors, top management personnel and their direct or indirect enterprises as well as other relations that may cause the transfer of the company's interest. However, the associated relationship between the state shareholding enterprises exists not merely because it is associated with state-controlled share.
Article 193 The board of directors may , in accordance with the Articles of Association formulation detailed rules hereof which shall not go against the provisions hereof.
Article 194 The Articles of Association shall be written in Chinese. Where the versions written in other languages have different interpretations or meanings, the latest verified Chinese version registered in [Full Name of the Company Registration Authority] shall prevail.
Article 195 Such terms as "no less than", "within", "no more than" as mentioned herein shall include in the amount the figures listed; such terms as "not more than", "beyond", "less than" and "more than" shall not include the figures listed.
Article 196 The Articles of Association shall be interpreted by the board of directors of the company.
Article 197 The appendix of the Articles of Association shall include of the shareholders conference, board of directors and board of supervisors respectively.
Article 198 The Articles of Association shall come into force as of the date of its promulgation. The Guidance for the Articles of Listed Company( Zheng Jian [1997]No.16) promulgated by China Securities Regulatory Commission on December 16, 1997 shall be repealed and nullified simultaneously. |
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