This announcement sets out all resolutions passed at the EGM convened on 30 January 2019.
With effect from 30 January 2019, Mr. Cao Peixi resigned from the position of the Chairman and executive Director, and ceased acting as
the chairman of the Strategy Committee of the Company. At the same time, Mr. Cao Peixi ceased acting as the authorised representative (within the meaning of the Hong Kong Listing Rules) of the Company. Mr. Shu Yinbiao (Director) is
appointed as the authorised representative of the Company in replacement of Mr. Cao Peixi.
On 30 January 2019, the Seventeenth Meeting of the Ninth Session of the Board of Directors considered and approved the “Resolution on
election of the Chairman of the Company” and elected Mr. Shu Yinbiao (Director) as the Chairman of the Ninth Session of the Board of Directors of the Company. Before the Company recruits the new chairman of the Strategy Committee of the
Company, Mr. Shu Yinbiao (Chairman) shall perform the duties of the chairman of the Strategy Committee.
|
1.
|
Number of Shareholders and proxies who attended the EGM (person(s))
|
34
|
|
Of which:
|
A Shares
|
29
|
|
H Shares
|
5
|
||
2.
|
Total number of Shares carrying voting rights held by Shareholders and proxies who attended the EGM (share)
|
10,590,138,955
|
|
Of which:
|
A Shares
|
8,724,228,158
|
|
H Shares
|
1,865,910,797
|
||
3.
|
Percentage of the total number of Shares held by Shareholders and proxies who attended the EGM relative to the total number of Shares
carrying voting rights of the Company (%)
|
67.461307%
|
|
Of which:
|
A Shares
|
55.575081%
|
|
H Shares
|
11.886226%
|
1. |
To consider and approve the proposal regarding the revision of the remuneration of Independent Non-executive Directors of the Company.
|
2. |
To consider and approve the proposal regarding the amendments to the Company’s Articles of Association and the Rules and Procedures for General Meetings.
|
3. |
To consider and approve the proposal regarding the provision of guarantee by Shandong Company to its subsidiary.
|
4. |
To consider and approve the proposal on election of a director.
|
5. |
To consider and approve the proposal regarding the appointment of Company’s auditors for 2019.
|
6. |
To consider and approve the proposal regarding the change of the use of part of fund raising proceeds in certain investment projects and the implementation
thereof.
|
7. |
To consider and approve the proposal on the use of part of the idle raised proceeds to temporarily supplement working capital.
|
8. |
To consider and approve the proposal regarding the continuing connected transactions for 2019 between the Company and Huaneng Group.
|
By order of the Board
|
|
Huaneng Power International, Inc
|
|
Huang Chaoquan
|
|
Company Secretary
|
Shu Yinbiao (Executive Director)
|
Yue Heng (Independent Non-executive Director)
|
|
Huang Jian (Non-executive Director)
|
Xu Mengzhou (Independent Non-executive
Director)
|
|
Wang Yongxiang (Non-executive Director)
|
Liu Jizhen (Independent Non-executive Director)
|
|
Mi Dabin (Non-executive Director)
|
Xu Haifeng (Independent Non-executive Director)
|
|
Guo Hongbo (Non-executive Director)
|
Zhang Xianzhi (Independent Non-executive
Director)
|
|
Cheng Heng (Non-executive Director)
|
||
Lin Chong (Non-executive Director)
|
Board Committees
|
||||
Director
|
Strategy Committee
|
Audit Committee
|
Remuneration and Appraisal Committee
|
Nomination Committee
|
Shu Yinbiao
|
Chairman (Ad hoc)
|
|||
Huang Jian
|
Member
|
|||
Wang Yongxiang
|
Member
|
|||
Mi Dabin
|
Member
|
|||
Guo Hongbo
|
Member
|
|||
Cheng Heng
|
Member
|
|||
Lin Chong
|
Member
|
|||
Yue Heng
|
Chairman
|
Member
|
Member
|
|
Xu Mengzhou
|
Member
|
Member
|
||
Liu Jizhen
|
Member
|
Member
|
Member
|
Chairman
|
Xu Haifeng
|
Member
|
Member
|
Member
|
|
Zhang Xianzhi
|
Member
|
Chairman
|
Member
|
Article 1 |
The Company is a joint stock limited company established pursuant to the Opinions
on Standards for Joint Stock Limited Companies and other related laws and administrative regulations of the State.
|
1.
|
Huaneng International Power Development Corporation
|
2,011,500,000 shares
|
40.23%
|
2.
|
Hebei Provincial Construction Investment Company
|
452,250,000 shares
|
9.04%
|
||
3.
|
Fujian Investment and Development Company
|
407,250,000 shares
|
8.15%
|
||
4.
|
Jiangsu Province Investment Company
|
312,375,000 shares
|
6.25%
|
||
5.
|
Liaoning Energy Corporation
|
226,125,000 shares
|
4.52%
|
||
6.
|
Dalian Municipal Construction & Investment Company
|
226,125,000 shares
|
4.52%
|
||
7.
|
Nantong Municipal Construction Investment Company
|
67,875,000 shares
|
1.36%
|
||
8.
|
Shantou Electric Power Development Company
|
46,500,000 shares
|
0.93%
|
Article 2 |
Registered name of the Company:
|
Article 3 |
Domicile of the Company: Huaneng Building, 6 Fuxingmennei
|
Article 4 |
The Chairman of the Board of Directors of the Company is the legal representative of the Company.
|
Article 5 |
The Company is a joint stock limited company of perpetual existence.
|
Article 6 |
These Articles shall be effective upon approval from the general meeting and the relevant department(s) of the State having the power to examine and approve these
Articles. Beginning from the effective date of these Articles, the Original Articles shall be substituted by these Articles which shall constitute a legally binding document for the purpose of regulating the organization and
activities of the Company, and governing the rights and obligations between the Company and its shareholders and among the shareholders.
|
Article 7 |
The Articles of Association shall have binding effect on the Company,
|
Article 8 |
Accordingly to the provisions of the "Company Law" and the "Constitution of the Communist Party of China", the Company shall establish a working organization for
the Party, which shall be equipped with sufficient staff to deal with the affairs of the Party and provided with sufficient funds for operation of the Party organization. The Party organization shall perform the core leadership and
political function of the Company.
|
Article 9 |
The Company may invest in other enterprises. However, the Company shall not become a capital contributor that shall bear the joint liabilities for the debts of the
enterprise it invest in, unless otherwise provided for by any law.
|
Article 10 |
The Company’s business objectives: to absorb domestic and foreign capital to develop power business and promote national economic developments by leveraging stock
incentive mechanisms and draw on the experience of advanced domestic and foreign management for the continuous improvement in the Company’s management standards and improve the Company’s economic efficiency, hence bringing a stable
gain to the vast majority of shareholders.
|
Article 11 |
The Company’s scope of business (subject to the items as approved by the authority responsible for the registration of companies): investing in the construction,
operation and management of power plants and
|
Article 12 |
The Company shall have ordinary shares at all times. The Company may have other kinds of shares if necessary, upon the approval of the department responsible for
the examination and approval of companies as authorized by the State Council.
|
Article 13 |
All the shares issued by the Company shall have a par value and each share shall bear a par value of RMB 1.
|
Article 14 |
Upon the approval of the securities governing authority of the State Council, the Company may issue shares to domestic investors and foreign investors.
|
Article 15 |
Shares which the Company issues to domestic investors for subscription in Renminbi are called domestic-invested shares. Shares which the Company issues to foreign
investors for subscription in foreign currencies are called foreign-invested shares. Foreign-invested shares which are listed overseas are called overseas-listed foreign-invested shares.
|
Article 16 |
With the approval of the department responsible for the examination and approval of companies as authorized by the State Council, the total number of ordinary
shares first issued by the Company is 5 billion shares and the Company issued 3.75 billion shares (domestic-invested shares) to promoters at the time of its establishment, representing 75% of the total number of issued ordinary shares
of the Company at that time.
|
Article 17 |
Upon being passed by resolution in the Company’s class meetings of the
|
Article 18 |
The Company’s board of directors may make arrangements for the respective issuance of overseas-listed foreign-invested shares and domestic-invested shares after
the proposals for the issuance of the same have been approved by the securities governing authority of the State Council.
|
Article 19 |
Where the total number of shares stated in the proposal for the issuance of shares includes overseas-listed foreign-invested shares and domestic-invested shares,
such shares shall be fully subscribed for at their respective offerings. If the shares cannot be fully subscribed for all at once due to special circumstances, the shares may, subject to the approval of the securities governing
authority of the State Council, be issued in separate tranches.
|
Article 20 |
The registered capital of the Company is RMB15,200,383,440.
|
Article 21 |
The Company may, based on its operating and development needs, authorize the increase of its capital pursuant to relevant provisions of the Articles of
Association.
|
(1) |
by public offering of shares;
|
(2) |
by private offering of shares;
|
(3) |
by placing of new shares to its existing shareholders;
|
(4) |
by conversion of reserves into share capital; and
|
(5) |
by any other means which is permitted by law, administrative regulations and the securities supervisory and administrative organ of the State Council.
|
Article 22 |
Unless otherwise stipulated in the laws and administrative regulations, shares in the Company shall be freely transferable and are not subject to any lien.
|
Article 23 |
Shareholders may transfer their shares in accordance with laws.
|
(1) |
Promoters shall not transfer the Company’s shares within one (1) year from the date of establishment of the Company;
|
(2) |
Shareholders shall transfer their shares at legally-established securities exchanges or in accordance with any other means stipulated by the State Council;
|
(3) |
For the transfer of bearer shares, the name/title and address of the transferor will be recorded by the Company in its register of shareholders; and
|
(4) |
Holders of bearer shares which are stolen, lost or destroyed may request the people’s court to declare the invalidity of such shares pursuant to the procedures for
publicizing public notice for the assertion of claims set out in the Civil Procedure Law.
|
Article 24 |
According to the provisions of the Articles of Association, the Company may reduce its registered capital.
|
Article 25 |
The Company may, in accordance with the procedures set out in the Articles of Association and with the approval of the relevant governing authority of the State,
repurchase its issued and outstanding shares under the following circumstances:
|
(1) |
cancellation of shares for the purpose of reducing its capital;
|
(2) |
merging with another company that holds shares in the Company; (3) awarding shares to the Company’s employees;
|
(4) |
request from shareholders for the Company’s acquisition of their shares given their objection against the adoption of resolution for the merger or division of the
Company in the general meeting; and
|
(5) |
other circumstances as permitted by laws and administrative regulations.
|
Article 26 |
The Company may repurchase shares in one of the following ways, with the approval of the relevant governing authority of the State:
|
(1) |
by making an offer for the repurchase of shares to all of its shareholders on a pro rata basis;
|
(2) |
by repurchasing shares through public dealing on a securities exchange; and
|
(3) |
by repurchasing shares by way of a contractual agreement outside a securities exchange.
|
Article 27 |
When the Company repurchases shares by a contractual agreement outside a securities exchange, prior approval shall be obtained from the general meeting of
shareholders in accordance with the provisions of the Articles of Association. The Company may, by obtaining the prior
|
Article 28 |
Upon the repurchase of shares in accordance with laws, the Company shall, within the period prescribed by laws and administrative regulations, transfer or cancel
such shares and, if necessary, apply to the original corporate registration authority for registration of the change in its registered capital.
|
(1) |
where the Company repurchases shares at par value, payment shall be made out of the book balance of the distributable profits of the Company and the proceeds from
the new shares issuance for the purpose of repurchasing the original shares;
|
(2) |
where the Company repurchases shares at a price higher than the par value, the portion corresponding to the par value shall be deducted from the book balance of
the distributable profits of the Company and the proceeds from the new shares issuance for the purpose of repurchasing the original shares; and the portion beyond the par value shall be handled in accordance with the following
methods:
|
(i) |
where the shares repurchased are issued at the par value, such portion shall be deducted from the book balance of the distributable profits of the Company; and
|
(ii) |
where the shares repurchased are issued at a price higher than the par value, such portion shall be deducted from the book balance of the distributable profits of
the Company and the proceeds from the new share issuance for the purpose of repurchasing the original shares. However, the amount deducted
|
(3) |
the Company shall make the following payments out of the
|
(i) |
payment for the acquisition of the right to repurchase its shares;
|
(ii) |
payment for the modification of any contract for the repurchase
|
(iii) |
payment for the release of its obligation under any contract for the repurchase of its shares;
|
(4) |
after the total par value of the shares cancelled is deducted from the Company’s registered capital in accordance with relevant provisions, the amount deducted
from the distributable profits and used to repurchase the shares at the par value shall be included in the capital reserve account of the Company.
|
Article 29 |
The Company or its subsidiaries shall not, at any time, offer any form of financial assistance to a person who acquires or proposes to acquire shares in the
Company. The aforesaid person includes any person who directly or indirectly incurs any obligation as a result of the acquisition of shares in the Company.
|
Article 30 |
Financial assistance referred to in this Chapter includes (without limitation) the following means:
|
(1) |
gift;
|
(2) |
guarantee (including the assumption of liability by the guarantor or the provision of assets by the guarantor to secure the performance of obligations by the
obligor), compensation (other than compensation in respect of the Company’s own default), relief or waiver of rights;
|
(3) |
provision of loan or the making of any other agreement under which the obligations of the Company are to be fulfilled before the
|
(4) |
any other form of financial assistance given by the Company when the Company is insolvent or has no net assets or when its net assets would thereby be reduced to a
material extent.
|
Article 31 |
The following acts shall not be deemed to be acts as prohibited by Article 28 of this Chapter:
|
(1) |
the provision of financial assistance by the Company where the financial assistance is given in good faith in the interests of the Company, and the principal
purpose of which is not for the acquisition of shares in the Company, or the giving of the financial assistance is an incidental part of a master plan of the Company;
|
(2) |
the lawful distribution of the Company’s assets as dividends; (3) the distribution of dividends in the form of shares;
|
(4) |
a reduction of registered capital, a repurchase of shares of the Company or a reorganization of the shareholding structure of the Company effected pursuant to the
Articles of Association;
|
(5) |
the provision of loans by the Company within its scope of business and in the ordinary course of its business, where the provision of loans falls within part of
the scope of business of the Company (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are thereby reduced, the financial assistance is provided out of distributable profits);
and
|
(6) |
contributions made by the Company to the employee share option schemes (provided that the net assets of the Company are not thereby reduced or that, to the extent
that the assets are thereby reduced, the financial assistance is provided out of distributable profits).
|
Article 32 |
Share certificates of the Company shall be in registered form.
|
Article 33 |
The share certificates shall be signed by the legal representative. Where the securities exchange on which the Company’s shares are listed requires other senior
management personnel of the Company to sign on the share certificates, the share certificates shall also be signed by such personnel. The share certificates shall take effect after being affixed or imprinted the seal of the Company.
The share certificates shall only be affixed with the seal of the Company under the authorization of the board of directors. The signature of the Chairman of the board of directors or other relevant senior management personnel of the
Company may be in printed form.
|
Article 34 |
The Company shall keep a register of shareholders with the following particulars:
|
(1) |
the name (title), address (residence), occupation or nature of each shareholder;
|
(2) |
the class and quantity of shares held by each shareholder;
|
(3) |
the amount paid-up on or agreed to be paid-up on the shares held by each shareholder;
|
(4) |
the serial numbers of the shares held by each shareholder;
|
(5) |
the date on which each person was registered as a shareholder; and
|
(6) |
the date on which any shareholder ceased to be a shareholder.
|
Article 35 |
The Company may, in accordance with the mutual understanding and agreements made between the securities governing authority of the State Council and overseas
securities regulatory organizations, maintain the register of shareholders for holders of overseas-listed foreign-invested shares overseas and appoint overseas agent(s) to manage such register of shareholders. The original register of
shareholders for holders of overseas-listed foreign-invested shares listed in Hong Kong shall be maintained in Hong Kong. A duplicate register of shareholders for holders of overseas-listed foreign-invested shares shall be maintained
at the Company’s residence. The appointed overseas agent(s) shall ensure consistency between the original and the duplicate register of shareholders at all times.
|
Article 36 |
The Company shall have a complete register of shareholders.
|
(1) |
the register of shareholders which is maintained at the Company’s residence, other than those share registers which are described in items (2) and (3) of this
Article;
|
(2) |
the register of shareholders in respect of holders of overseas-listed foreign-invested shares of the Company which is maintained in the same place as the overseas
securities exchange on which those shares are listed; and
|
(3) |
the register of shareholders which is maintained in such other place as the board of directors may consider necessary for the purposes of the listing of the
Company’s shares.
|
Article 37 |
Different parts of the register of shareholders shall not overlap. No transfer of any shares registered in any part of the register shall, during the continuance
of that registration, be registered in any other part of the register.
|
(1) |
a fee of HKD2.5 (per instrument of transfer) or such higher amount as agreed by the Hong Kong Stock Exchange has been paid to the Company for registration of the
instrument of transfer and other documents relating to or which will affect the right of ownership of the shares;
|
(2) |
the document of transfer only relates to overseas-listed foreign-invested shares listed in Hong Kong;
|
(3) |
the stamp duty which is chargeable on the document of transfer has already been paid;
|
(4) |
the relevant share certificate(s) and any other evidence which the board of directors may reasonably require to show that the transferor has the right to transfer
the shares have been provided;
|
(5) |
if it is intended that the shares be transferred to joint owners, the maximum number of joint owners shall not be more than four (4); and
|
(6) |
the Company does not have not any lien on the relevant shares.
|
Article 38 |
No change may be made in the register of shareholders as a result of a transfer of shares within twenty (20) days prior to the date of a general meeting of
shareholders or within five (5) days before the determination date for the Company’s distribution of dividends.
|
Article 39 |
When the Company needs to convene a general meeting of shareholders, distribute dividends, conduct liquidation or perform other acts as required for the purpose of
determining shareholdings, the board of directors shall determine a record date for the determination of shareholdings. The shareholders of the Company shall be such persons who appear in the register of shareholders at the close of
such record date.
|
Article 40 |
Any person who disputes the register of shareholders and asks for inclusion of his/her name (title) in or removal of his/her name (title) from the register of
shareholders may apply to a court of competent jurisdiction for rectification of the register.
|
Article 41 |
For any person who is a registered shareholder or who claims to be entitled to have his/her name (title) entered in the register of shareholders in respect of
shares in the Company may, if his/her share certificate (the “Original Certificate”) is lost, apply to the Company for a replacement share certificate in respect of such shares (the “Relevant Shares”).
|
(1) |
The applicant shall submit an application to the Company in a prescribed form accompanied by a notarial certificate or a statutory declaration, of which the
contents shall include the grounds upon which the application is made and the circumstances and evidence of the loss, and the declaration showing that no other person is entitled to be registered as a shareholder in respect of the
Relevant Shares.
|
(2) |
The Company has not received any declaration made by any person other than the applicant declaring the entitlement to be a registered shareholder in respect of
such shares before it decides to issue a replacement share certificate to the applicant.
|
(3) |
The Company shall, if it intends to issue a replacement share certificate to the applicant, publish a notice of its intention to do so at least once every thirty
(30) days within a period of ninety (90) days in such newspapers as prescribed by the board of directors.
|
(4) |
The Company shall, prior to publication of its intention to issue a replacement share certificate, deliver to the securities exchange on which its shares are
listed, a copy of the notice to be published and may publish the notice upon receipt of confirmation from such securities exchange that the notice has been exhibited in the premises of the securities exchange. Such notice shall be
exhibited in the premises of the securities exchange for a period of ninety (90) days. In the case of an application which is made without the consent of the registered holder of the Relevant Shares, the Company shall deliver by mail
to such registered shareholder a copy of the notice to be published.
|
(5) |
If, by the expiration of the 90-day period referred to in items (3) and (4) of this Article, the Company has not received any objection from any person in respect
of the issuance of the replacement share certificate, it may issue a replacement share certificate to the applicant pursuant to his application.
|
(6) |
Where the Company issues a replacement share certificate pursuant to this Article, it shall forthwith cancel the Original Certificate and document the cancellation
of the Original Certificate and issuance of a replacement share certificate in the register of shareholders accordingly.
|
(7) |
All expenses relating to the cancellation of the Original Certificate and issuance of a replacement share certificate shall be borne by the applicant and the
Company is entitled to refuse to take any action until reasonable guarantee is provided by the applicant.
|
Article 42 |
Where the Company issues a replacement share certificate pursuant to the Articles of Association, as for a bona fide purchaser obtaining new share certificates
referred to above or a shareholder registered as a owner of the shares (in the case of a bona fide purchaser), his/her name (title) shall not be removed from the register of shareholders.
|
Article 43 |
The Company shall not be liable for any damage sustained by any person by reason of the cancellation of the Original Certificate or the issuance of the replacement
share certificate unless the claimant is able to prove that the Company has acted in a deceitful manner.
|
Article 44 |
A shareholder of the Company is a person who lawfully holds shares in the Company and whose name (title) is entered in the register of shareholders.
|
Article 45 |
The shareholders of ordinary shares of the Company shall enjoy the following rights:
|
(1) |
the right to receive dividends and other distributions in proportion to their shareholdings;
|
(2) |
the right to attend or appoint a proxy to attend general meetings of shareholders and the right to exercise the voting rights;
|
(3) |
the right to supervise the Company’s business operations, the right to present proposals or to raise queries;
|
(4) |
the right to transfer shares in accordance with laws, administrative regulations and the Articles of Association;
|
(5) |
the right to obtain relevant information in accordance with the Articles of Association, in which information includes:
|
1. |
the right to obtain the Articles of Association, subject to payment of costs;
|
2. |
the right to inspect and copy, subject to payment of a reasonable fee:
|
(i) |
all parts of the register of shareholders;
|
(ii) |
personal particulars of each of the directors, supervisors, general manager and other senior management personnel of the Company, including:
|
(a) |
present and former name and alias;
|
(b) |
principal address and residence;
|
(c) |
nationality;
|
(d) |
primary and all other part-time occupations and duties; and
|
(e) |
identification documents and the numbers thereof; (iii) status of share capital of the Company;
|
(iv) |
reports showing the aggregate par value, quantity, highest and lowest price paid in respect of each class of shares repurchased by the Company since the last
accounting year and the aggregate amount paid by the Company for this purpose; and
|
(v) |
minutes of shareholders’ meetings and resolutions of board meetings and supervisors’ meetings;
|
(6) |
in the event of the termination and liquidation of the Company, the right to participate in the distribution of remaining assets of the Company in accordance with
the number of shares held; and
|
(7) |
other rights conferred by laws, administrative regulations and the Articles of Association.
|
Article 46 |
The holders of ordinary shares of the Company shall assume the following obligations:
|
(1) |
to comply with the Articles of Association;
|
(2) |
to pay subscription money according to the number of shares subscribed and the method
of subscription; and
|
(3) |
other obligations imposed by laws, administrative regulations and the Articles of Association.
|
Article 47 |
In addition to the obligations imposed by laws and administrative regulations or required by the listing rules of the securities exchange on
|
(1) |
act honestly in the best interests of the Company in removing a director or supervisor;
|
(2) |
to approve the expropriation by a director or supervisor (for his own benefit or for the benefit of another person) of the Company’s assets in any way, including
(but not limited to) opportunities which are beneficial to the Company; and
|
(3) |
to approve the expropriation by a director or supervisor (for his own benefit or for the benefit of another person) of the individual interest of other
shareholders, including (but not limited to) rights to distributions and voting rights, excluding a restructuring which has been submitted to a general meeting of shareholders for approval in accordance with the Articles of
Association.
|
Article 48 |
The controlling shareholder referred to in the preceding Article means a shareholder whose investments account for 50% or more of the total amount of capital of a
limited liability company or whose shareholdings account for 50% or more of the total amount of share capital of a company limited by shares; or a shareholder, even though the proportion of his/her investments or shareholdings is less
than 50%, who is entitled to voting rights in proportion to his/her investments or shareholdings which are sufficient to produce material impact on the resolutions of shareholders’ meetings and general meetings of shareholders.
|
Article 49 |
The general meeting of shareholders is the organ of authority of the Company and shall exercise its functions and powers in accordance with law.
|
Article 50 |
The general meeting of shareholders shall exercise the following functions and powers:
|
(1) |
to decide on the Company’s operational policies and investment
|
(2) |
to elect and replace directors which are not assumed by representatives of the employees and to decide on matters relating to the remuneration of the relevant
directors;
|
(3) |
to elect and replace supervisors which are not assumed by representatives of the employees and to decide on matters relating to the remuneration of the relevant
supervisors;
|
(4) |
to examine and approve the board of directors’ reports;
|
(5) |
to examine and approve the supervisory committee’s reports;
|
(6) |
to examine and approve the Company’s proposed annual preliminary and final budgets;
|
(7) |
to examine and approve the Company’s profit distribution plans and loss recovery plans;
|
(8) |
to pass resolutions on the increase or reduction in the Company’s registered capital;
|
(9) |
to pass resolutions on the Company’s merger, division, dissolution, liquidation or change in corporate form;
|
(10) |
to pass resolutions on the issue of debentures by the Company;
|
(11) |
to pass resolutions on the appointment, dismissal or non-reappointment of the accountants of the Company;
|
(12) |
to amend the Articles of Association;
|
(13) |
to approve and amend the rules of procedures of the Company’s general meeting of shareholders;
|
(14) |
to consider provisional motions raised by shareholders who represent 3% or more of the total number of voting shares of the Company;
|
(15) |
to decide on the Company’s external guarantees;
|
(16) |
to consider the change in the use of proceeds;
|
(17) |
to consider equity incentive schemes; and
|
(18) |
to decide on other matters which, according to laws, administrative regulations and the Articles of Association, need to be approved by shareholders in a general
meeting.
|
Article 51 |
The provision of the following external guarantees by the Company must be considered and approved by a general meeting of shareholders:
|
(1) |
any guarantee which is provided after the total amount of external guarantees provided by the Company and its controlling subsidiaries has reached 50% or more of
the Company’s latest audited net assets;
|
(2) |
any guarantee which is provided after the total amount of external guarantees provided by the Company has reached 30% or more of the latest audited total assets of
the Company;
|
(3) |
guarantee which is provided to a target with an asset liability ratio of over 70%;
|
(4) |
guarantee having a single amount of guarantee of more than 10% of the latest audited net assets of the Company; and
|
(5) |
guarantee which is provided to the Company’s shareholders, de facto controller and related parties.
|
Article 52 |
Except with the prior approval of the general meeting of shareholders, the Company shall not enter into any contract with any person other than its directors,
supervisors, general manager and other senior management personnel under which such person shall be responsible for the management of the whole or any substantial part of the Company’s business.
|
Article 53 |
General meetings of shareholders shall be divided into annual general meetings and extraordinary general meetings. General meetings of shareholders shall be
convened by the board of directors. Annual general meetings are held once every year and within six (6) months from the end of the preceding accounting year.
|
(1) |
where the number of directors falls short of the number stipulated in the Company Law or is less than two-thirds of the number specified in the Articles of
Association;
|
(2) |
where the unrecovered losses of the Company amount to one-third of the total amount of share capital;
|
(3) |
where any shareholders who individually or jointly hold 10% or more of the Company’s shares so request;
|
(4) |
whenever the board of directors deems necessary or the supervisory committee so requests; and
|
(5) |
other circumstances specified in the Articles of Association.
|
Article 54 |
When the Company convenes a general meeting of shareholders, a notice of the matters to be considered at such meeting as well as the date and the place of the
meeting shall be given to all registered shareholders forty-five (45) days before the date of the meeting. Shareholders who intend to attend the general meeting of shareholders shall send a written reply to the Company twenty (20)
days before the date of the meeting.
|
Article 55 |
When the Company convenes a general meeting of shareholders, any shareholders who individually or jointly hold 3% or more of the total number of voting shares of
the Company may propose provisional motions to the board of directors in writing ten (10) days before the date of the meeting. The board of directors shall issue a supplementary notice of the general meeting in respect of the contents
of the provisional motion within two (2) days upon the receipt of the proposal.
|
Article 56 |
The Company shall calculate the number of voting shares represented by shareholders who intend to attend the general meeting of shareholders based upon the written
reply received twenty (20) days before the date of the meeting. If the number of voting shares represented by shareholders who intend to attend the meeting amounts to one-half or more of the total number of voting shares of the
Company, the Company may convene a general meeting of shareholders. Otherwise, the Company shall within five (5) days give the shareholders further notice of the matters to be considered at the meeting as well as the date and venue of
the meeting by way of a public announcement. The Company may convene a general meeting of shareholders when such announcement is made.
|
Article 57 |
The notice of the general meeting of shareholders shall satisfy the following requirements:
|
(1) |
in written form;
|
(2) |
specifying the venue, date and time of the meeting;
|
(3) |
describing the matters to be discussed at the meeting;
|
(4) |
providing shareholders with materials and explanations necessary for them to make sensible decisions in respect of the matters to be discussed, including (but not
limited to) specific terms and contract (if any) for a proposed transaction, and a detailed explanation of its causation and consequence where the Company proposes a merger, repurchase of shares, restructuring of share capital or
other form of reorganization;
|
(5) |
where any director, supervisor, general manager and other senior management personnel have a material interest in respect of the matters to be discussed, then the
nature and extent of that interest shall be disclosed; where the impact of the matters to be discussed on such director, supervisor, general manager and other senior management personnel who are shareholders is different from the
impact on other shareholders of the same type, then that difference shall be illustrated;
|
(6) |
containing the full text of any special resolution proposed to be passed at the meeting;
|
(7) |
providing a clear text description stating that all shareholders who have the right to attend and vote at the general meeting of shareholders have the right to
entrust one (1) or more proxies, who does not need to be shareholders of the Company, to attend and vote at the meeting; and
|
(8) |
stating the deadline and place for the delivery of proxy letter of the meeting.
|
Article 58 |
The notice of the general meeting of shareholders shall be delivered by
|
Article 59 |
In the case when the notice of the meeting has not been delivered to those who are entitled to receive such notice due to accidental omission or such persons have
not received the notice of the meeting, the meeting and the resolutions made by the meeting shall not therefore become ineffective.
|
Article 60 |
Any shareholder who has the right to attend and vote at a general meeting of shareholders shall have the right to appoint one or more persons (not necessarily a
shareholder) as his/her proxy to attend and vote at the meeting. Such proxy may exercise the following rights in accordance with the shareholder’s appointment:
|
(1) |
the right to speak at the general meeting of shareholders;
|
(2) |
the right to require by himself/herself or jointly with others to request for voting by poll; and
|
(3) |
the right to vote by a show of hands or ballot, in case the shareholder has appointed more than one proxy, such proxies can only exercise the voting right by poll.
|
Article 61 |
Shareholders shall appoint proxy in writing. The proxy form shall be signed by the appointer or its authorized representative who has been authorized in writing.
If the appointer is a legal person, the document
|
Article 62 |
The proxy form for voting shall be placed at the domicile of the Company, or at other place designated in the notice of meeting, at least twenty-four (24) hours
prior to convening of the relevant meeting or
|
Article 63 |
Any format of blank proxy form issued by the board of directors of the Company to the shareholders for the appointment of proxies shall give the shareholders free
choice to instruct their proxies to cast an affirmative or negative vote, or abstain from voting, and to give separate instructions on each matter to be voted at the meeting. The proxy form shall state that the proxy may vote at
his/her discretion if the appointer does not give any instruction.
|
Article 64 |
If, before voting, the appointer has passed away, lost his/her ability to act, withdrawn the appointment, withdrawn the authorization to sign the proxy form, or
transferred all his/her shares, the vote cast by the proxy in accordance with the proxy form shall remain valid so long as the Company has not received the written notice regarding such matters before the commencement of relevant
meeting.
|
Article 65 |
The board of directors, independent directors and shareholders who meet the relevant requirements may collect from other shareholders of the Company the rights to
vote in a general meeting of shareholders. The collection of voting rights shall be without consideration with sufficient disclosure of information to the shareholders from whom voting rights are being collected. The Company shall not
set a minimum shareholding percentage restriction for solicitation of voting rights.
|
Article 66 |
The resolutions of the general meeting of shareholders shall be divided into ordinary resolutions and special resolutions.
|
Article 67 |
A shareholder (including his/her proxy), when voting at a general meeting of shareholders, may exercise such voting rights as attached to the number of voting
shares which he/she represents in which case one (1) vote is attached to each share, except for the provision of Article 68 of these Articles of Association regarding the implementation of the cumulative voting system for the election
of directors and supervisors.
|
Article 68 |
At any general meeting of shareholders, a resolution shall be decided on a show of hands unless a poll is demanded by the following persons before or after a vote
is carried out by a show of hands:
|
(1) |
the chairman of the meeting;
|
(2) |
at least two (2) shareholders present in person or by proxy entitled to vote; and
|
(3) |
one (1) or more shareholders present in person or by proxy and representing 10% or more shares carrying the right to vote at the meeting individually or jointly.
|
Article 69 |
When the general meeting of shareholders votes on election of directors and supervisors, the cumulative voting system shall be implemented. The cumulative voting
system shall mean that when the general meeting of shareholders elects more than 2 directors or supervisors, each share held by the shareholders who have voted shall represent the same number of voting rights identical to the number
of directors or supervisors to be elected at the general meeting, and the shareholders are allowed to exercise the voting rights collectively. For details of the implementation rules for the cumulative voting, please refer to the
Rules of Procedure for the General Meeting of Shareholders.
|
Article 70 |
A poll demanded on the election of the chairman of the meeting, or on a question of adjournment of the meeting, shall be taken forthwith. A poll demanded on any
other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. The result of the poll
shall be deemed to be a resolution of the meeting at which the poll was demanded.
|
Article 71 |
On a poll taken at a meeting, a shareholder (including his/her proxy) who is entitled to two (2) or more votes needs not cast all his/her votes in the same way.
|
Article 72 |
In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the
poll is demanded shall have a casting vote.
|
Article 73 |
The following matters shall be resolved by way of ordinary resolutions at general meeting of shareholders:
|
(1) |
work reports of the board of directors and the supervisory committee;
|
(2) |
profit distribution plans and loss recovery plans formulated by the board of directors;
|
(3) |
removal of members of the board of directors and the supervisory committee and their remuneration and manner of payment;
|
(4) |
annual preliminary and final budgets, balances sheets, profit and loss accounts and other financial statements of the Company; and
|
(5) |
matters other than those which are required to be adopted by special resolution by law, administrative regulations and the Articles of Association.
|
Article 74 |
The following matters shall be resolved by way of special resolutions at the general meeting of shareholders:
|
(1) |
the increase or reduction in share capital and the issue of shares of any class, warrants and other similar securities;
|
(2) |
the issue of debentures of the Company;
|
(3) |
the division, merger, dissolution, liquidation or change in corporate form of the Company;
|
(4) |
the amendment of the Articles of Association;
|
(5) |
the purchase or sale of major assets or the provision of guarantee by the Company in the past year and the amount of which has exceeded 30% of the latest audited
total assets of the Company;
|
(6) |
the adjustment to profit distribution policy of the Company; and
|
(7) |
any other matters prescribed by law and administrative regulations, and those considered by the general meeting of shareholders and resolved by way of an ordinary
resolution, to be of a nature which may have a material impact on the Company and should be adopted by special resolution.
|
Article 75 |
The Company shall, under the premise of ensuring the legitimacy and validity of the general meeting of shareholders, increase the proportion of the public
shareholders who participate in the general meeting of shareholders by way of various means and channels, including providing modern internet approaches such as online voting platforms.
|
Article 76 |
Shareholders requiring for the convening of an extraordinary general meeting or a class meeting shall take the following procedures:
|
(1) |
Two (2) or more shareholders representing a total of 10% or more shares carrying the right to vote at the meeting to be convened may sign one or more written
requests of the same format and contents, with the agenda of the meeting clearly indicated, to be submitted to the board of directors for the convening of an extraordinary general meeting or a class meeting. The board of directors
shall forthwith
|
(2) |
If the board of directors has not delivered the notice for the convening of the meeting within thirty (30) days upon the receipt of the written request aforesaid,
shareholders requiring such may call the meeting on their own within four (4) months upon the receipt of such request by the board of directors. The meeting shall be conducted in a manner which is as similar as possible to that of
general meetings of shareholders convened by the board of directors.
|
Article 77 |
The general meetings of shareholders shall be convened by the board of directors and presided over by the Chairman of the board. Where the chairman is unable or
fails to perform his/her functions, the Vice chairman of the board shall preside the meeting. Where the vice chairman is unable or fails to perform his/her duties, then a director elected jointly by the majority of the directors shall
preside the meeting. Where the board of directors is unable or fails to perform its duty to convene a general meeting of shareholders, the supervisory committee shall convene and preside the meeting in a timely manner. Where the
supervisory committee does not convene and preside the meeting, any shareholders who individually or jointly hold 10% or more of the Company’s shares for ninety (90) consecutive days or more may convene and preside the meeting on
their own.
|
Article 78 |
The Chairman of the meeting shall be responsible for determining whether a resolution has been passed. His/Her decision, which shall be final and conclusive, shall
be announced at the meeting and recorded in the minutes. The Company shall make a public announcement on the resolution adopted in the general meeting of shareholders pursuant to applicable laws and the relevant requirements of the
securities exchange on which the Company’s shares are listed.
|
Article 79 |
If the Chairman of the meeting has any doubt as to the result of a resolution which has been put to vote at a shareholders’ meeting, he/she may have the votes
counted. If the Chairman of the meeting has not counted the votes, any shareholder who is present in person or by proxy and who objects to the result announced by the Chairman of the meeting may, immediately after the declaration of
the result, demand that the votes be counted and the Chairman of the meeting shall have the votes counted immediately.
|
Article 80 |
If votes are counted at a general meeting of shareholders, the result of the count shall be recorded in the minutes.
|
Article 81 |
Copies of the minutes of proceedings shall, during business hours of the Company, be open for inspection by any shareholder without charge. If a shareholder
requests for a copy of such minutes from the Company, the Company shall send a copy of such minutes to him/her within seven (7) days upon the receipt of reasonable fees.
|
Article 82 |
Shareholders who hold different classes of shares shall be class shareholders.
|
Article 83 |
Rights conferred on any class shareholder shall not be varied or abrogated except with the approval of a special resolution of shareholders in a general meeting
and by holders of shares of that class at a separate meeting conducted in accordance with Article 83 to 87.
|
Article 84 |
The following circumstances shall be deemed to be variation or abrogation of the rights attaching to a particular class of shares:
|
(1) |
to increase or decrease the number of shares of that class, or to increase or decrease the number of shares of a class having voting or distribution rights or
privileges equal or superior to those of the shares of that class;
|
(2) |
to exchange all or part of the shares of that class for shares of another class or to exchange or to create a right to exchange all or part of the shares of
another class for shares of that class;
|
(3) |
to remove or reduce rights to accrued dividends or rights to cumulative dividends attached to shares of that class;
|
(4) |
to reduce or remove preferential rights attached to shares of that class to receive dividends or to the distribution of assets in the event that the Company is
liquidated;
|
(5) |
to add, remove or reduce conversion privileges, options, voting rights, transfer or pre-emptive rights, or rights to acquire securities of the
|
(6) |
to remove or reduce rights to receive payment payable by the Company in specific currencies attached to shares of that class;
|
(7) |
to create a new class of shares having voting or distribution rights or privileges equal or superior to those of the shares of that class;
|
(8) |
to restrict the transfer or the ownership of shares of that class or to increase the types of restrictions attaching thereto;
|
(9) |
to issue rights to subscribe for, or to convert the existing shares into, shares in the Company of that class or another class;
|
(10) |
to increase the rights or privileges of shares of another class;
|
(11) |
to restructure the Company in such a way so as to result in the disproportionate distribution of obligations between the various classes of shareholders; and
|
(12) |
to vary or abrogate the provisions of this Chapter.
|
Article 85 |
Affected class shareholders, whether or not otherwise having the right to vote at the general meeting of shareholders, shall have the right to vote at class
meetings in respect of matters concerning items (2) to (8) and items (11) to (12) of Article 82 hereof, but interested shareholders shall not be entitled to vote at such class meetings.
|
(1) |
in the case of a repurchase of shares by way of a general offer to all shareholders of the Company on a pro rata basis or by way of public dealing on a securities
exchange pursuant to Article 25 hereof, an “interested shareholder” is a controlling shareholder as defined in Article 47 hereof;
|
(2) |
in the case of a repurchase of shares by way of a contractual agreement outside the securities exchange pursuant to Article 25 hereof, an “interested shareholder”
is a holder of the shares to which the proposed agreement relates; and
|
(3) |
in the case of a restructuring of the Company, an “interested shareholder” is a shareholder who assumes a relatively lower proportion of obligation than the
obligations imposed on shareholders of that class under the proposed restructuring or who has an interest in the proposed restructuring different from the general interest of the shareholders of that class.
|
Article 86 |
Resolutions of a class of shareholders shall be passed by votes representing two-thirds or more of the voting rights of shareholders of that class represented at
the relevant meeting who, according to Article
|
Article 87 |
A written notice of a class meeting in respect of the matters to be considered at such meeting as well as the date and the place of the class meeting shall be
given to all shareholders who are registered as holders of that class in the register of shareholders forty-five (45) days before the date of the class meeting. A shareholder who intends to attend the class meeting shall deliver
his/her written reply in respect thereof to the Company twenty (20) days before the date of the class meeting.
|
Article 88 |
Notice of class meetings need only be delivered to shareholders entitled to vote thereat.
|
Article 89 |
Apart from the holders of other classes of shares, the holders of domestic-invested shares and overseas-listed foreign-invested shares shall be deemed to be
holders of different classes of shares.
|
(1) |
where the Company issues, upon the approval by special resolution of its shareholders in a general meeting, either separately or concurrently once every twelve
(12) months, not more than 20% of each of its issued and outstanding domestic-invested shares and overseas-listed foreign-invested shares; and
|
(2) |
where the Company’s plan to issue domestic-invested shares and overseas-listedforeign-invested shares at the time of its establishment is carried out within
fifteen (15) months from the date of approval of the securities regulatory authority of the State Council.
|
Article 90 |
The Company shall have a board of directors consisting of fifteen (15) directors. External directors shall account for one-half or more of the total number of
directors in the board. There shall be one (1) Chairman and one (1) or two (2) Vice chairman in the board of directors.
|
Article 91 |
Directors shall be elected at the general meeting of shareholders and each board shall have a term of three (3) years. At the expiry of the term of office of a
director, the term is renewable upon re-election.
|
Article 92 |
A director may resign prior to the expiry of his/her term of office. In resigning his/her duties, a director shall submit a resignation report to the board of
directors in writing.
|
Article 93 |
Independent directors shall account for one-third of the board members of the Company, of which at least one (1) person shall be an accounting professional.
Independent directors shall faithfully discharge their duties to safeguard the interests of the Company, with particular focus on the protection of the legitimate rights and interests of the public shareholders.
|
Article 94 |
The following basic requirements shall be met in order to be an independent director:
|
(1) |
qualified to be a director of a listed company under the laws, administrative regulations and other relevant requirements;
|
(2) |
has the independence required by relevant laws, administrative regulations and departmental provisions;
|
(3) |
has the basic knowledge of the operation of a listed company, familiar with relevant laws, administrative regulations, provisions and rules;
|
(4) |
has five (5) years or more of legal or financial experience or other experience in performing the duties of an independent director; and
|
(5) |
other requirements provided in the Articles of Association.
|
Article 95 |
The board of directors, the supervisory committee or shareholders who individually or jointly hold 1% or more of the issued shares of the Company may nominate
candidates for independent directors who shall be determined by election in the general meeting of shareholders.
|
Article 96 |
Any material related party transaction or the engagement or dismissal of the accountants of the Company shall be submitted to the board of directors for
consideration upon the approval by one-half or more of the independent directors. Independent directors shall seek the consent of one-half or more of the independent directors in submitting proposals to the board of directors for the
convening of extraordinary general meetings and board meetings and in calling for the collection of voting rights from shareholders prior to convening of the general meeting of shareholders. Independent directors may, with the
approval of all independent directors, appoint external audit and advisory bodies to audit and give advice on specific issues of the Company and the expenses incurred shall be borne by the Company.
|
Article 97 |
Independent directors shall attend board meetings according to schedule in order to understand the production, management and operational conditions of the
Company, undertake proactive investigations and have access to circumstances and information necessary for decision making. Independent directors shall submit to the Company’s annual general meeting of shareholders an annual report of
all independent directors which shall describe their performance of duties.
|
Article 98 |
The Company shall establish a system for independent directors and the secretary of the board of directors shall actively coordinate with independent directors in
their performance of duties. The Company shall ensure that independent directors enjoy the right to access information same as that of other directors and provide them with relevant materials and information in a timely manner and
reports of the Company’s operational conditions on a regular basis. When necessary, the Company may arrange independent directors for site inspection.
|
Article 99 |
The term of office of an independent director shall be the same as that of other directors. At the expiry of the term of office, the term is renewable upon
re-election. However, the term of office upon re-election shall not be more than six (6) years. An independent director shall not be dismissed without any proper reason prior to expiry of his/her term of office. Where an independent
director is dismissed before his/her term of office expires, the Company shall disclose the information as a special disclosure. The independent director who has been dismissed may make a public statement if he/she deems that his/her
removal by the Company is on unreasonable grounds.
|
Article 100 |
An independent director may resign prior to expiry of his/her term of office. In resigning his/her duties, an independent director shall submit a resignation
report to the board of directors in writing to describe any circumstances relating to his/her resignation or any fact that he/she believes necessary to draw to the attention of the Company’s shareholders and creditors.
|
Article 101 |
The board of directors shall be accountable to the general meeting of shareholders and shall assume the following functions and powers:
|
(1) |
to be responsible for the convening of the general meeting of shareholders and to report on its work to shareholders in general meetings;
|
(2) |
to implement resolutions of the general meeting of shareholders;
|
(3) |
to determine the Company’s business plans and investment proposals;
|
(4) |
to formulate the Company’s annual preliminary and final budgets;
|
(5) |
to formulate the Company’s profit distribution plans and loss recovery plans;
|
(6) |
to formulate proposals on the increase or reduction in the Company’s registered capital and the issuance of debentures of the Company;
|
(7) |
to draft plans for the merger, division, dissolution or change in corporate form of the Company;
|
(8) |
to determine the Company’s internal management structure;
|
(9) |
to appoint or remove the general manager of the Company, appoint or remove deputy general managers, Chief Financial Officer and General Counsel of the Company
according to the recommendations of the general manager and decide on their remuneration matters;
|
(10) |
to set forth the Company’s basic management system;
|
(11) |
to formulate proposals for any amendment of the Articles of
|
(12) |
to set proposals for the amendment of the rules of procedures of the general meeting of shareholders;
|
(13) |
to determine matters on the Company’s external guarantee under applicable laws and within the scope of authorization of the Articles of Association; and
|
(14) |
other functions and powers conferred by the Articles of Association or the general meeting of shareholders.
|
(1) |
consideration and approval of motions on the establishment or cancellation of development and construction projects;
|
(2) |
consideration and approval of motions from the general manager on the appointment, removal and mobilization of the Company’s departmental managers and the
secondment of agency managers;
|
(3) |
consideration and approval of plans on the use of important funds;
|
(4) |
consideration and approval of motions on the establishment or cancellation of subsidiaries or branches; and
|
(5) |
consideration and approval of other particularly significant issues.
|
Article 102 |
All directors of the Company shall carefully treat and strictly control liability risks arising from external guarantee and shall adhere to the following
principles in determining the Company’s issues on external guarantee:
|
(1) |
the Company’s provision of guarantee for another party shall adhere to the principles of equality, voluntariness, fairness, integrity and mutual benefit;
|
(2) |
prior to determining the provision of guarantee for another party or deciding to submit the relevant issue to the general meeting of shareholders for
consideration, the Company shall have a full understanding of the credit status of the party to be guaranteed and shall conduct a comprehensive analysis of the impact of the guarantee issue on the interests and risk of the Company;
|
(3) |
the Company can provide guarantee only to enterprises with good credit and proven repayment capacity; and
|
(4) |
the Company shall observe the stipulations of applicable laws and shall not provide guarantee for any party that is prohibited to be guaranteed by the Company
under the laws.
|
Article 103 |
Unless otherwise prescribed in applicable laws and these Articles, the board of directors has the right to determine external guarantees in the amount of 5% to 20%
of the Company’s net assets in the consolidated financial statements for the latest accounting year. The chairman and vice chairman of the board have the right to jointly determine external guarantees in the amount of less than 5% of
the Company’s net assets in the consolidated financial statements for the latest accounting year.
|
Article 104 |
Prior to making decisions on materials issues such as the direction of the reform and development of the Company, its main objectives and tasks, and key work
arrangement, the Board of Directors shall seek advice from the Party organization. When the Board of Directors appoints senior management personnel of the Company, the Party organization shall first deliberate on the candidate(s) and
make recommendations.
|
Article 105 |
In disposing fixed assets, if the expected value of the fixed assets to be disposed of and the total value of the fixed assets already disposed of in four (4)
months before the proposal of such disposal jointly exceed 33% of the fixed assets value shown in the latest balance sheet reviewed by the general meeting of shareholders, the board of directors shall not dispose of or approve the
disposal of such fixed assets prior to the approval by the general meeting of shareholders.
|
Article 106 |
The chairman of the board of directors shall exercise the following functions and power:
|
(1) |
to preside over general meetings of shareholders and to convene and preside over the board of directors’ meetings;
|
(2) |
to review on the implementation of resolutions passed by the board of directors’ meetings;
|
(3) |
to sign the certificates of securities issued by the Company; and
|
(4) |
to exercise other powers conferred by the board of directors.
|
Article 107 |
Board meetings shall be convened by the chairman of the board at least twice a year and an official notice in respect of the time and venue of the meeting shall be
given to all directors in writing ten (10) days before the date of the meeting. Shareholders representing 10% or more of the voting shares, or the chairman of the board, or one-third or more of the members of the board of directors,
or the supervisory committee, or the general manager of the Company may submit proposals to the board of directors for the convening of an extraordinary general meeting. The chairman of the board shall convene and preside over the
board meetings within ten (10) days upon the receipt of such proposal from shareholders representing 10% or more of the voting shares, or one-third or more of the members of the board of directors, or the supervisory committee, or the
general manager of the Company.
|
(1) |
Where the time and venue of regular board meetings have been specified in advance by the board of directors, the notice of meeting is not required.
|
(2) |
Where the time and venue of regular board meetings have not been specified in advance by the board of directors, the chairman of the board shall give a notice of
the time and venue of the meeting to all directors and supervisors at least ten (10) to thirty (30) days in advance. For extraordinary board meetings, the chairman of the board shall give a notice of the time and venue of the meeting
to all directors and supervisors at least three (3) days in advance. However, those to be convened under emergency conditions shall not be subject to the relevant restriction on the notice period. The relevant notice of board meetings
referred to above shall be given to all directors and supervisors by telex, telegraph, fax, express or registered mail or by hand.
|
(3) |
The notice shall be given in Chinese, with English translation attached when necessary, and shall include the program and agenda of the meeting.
|
(4) |
Where a director, who is present at the meeting, has not raised any objection that he/she has not been notified of the meeting before or at the meeting, such
director shall be deemed to have notified of the meeting.
|
(5) |
Regular or special board meetings may be held in the form of telephone conference or by means of similar communication facilities. So long as the directors who are
present at the meeting can clearly listen to and communicate with other directors, all directors who are present at the meeting shall be deemed to have attended the meeting in person.
|
Article 108 |
Board meetings shall be conducted in Chinese.
|
Article 109 |
Board meetings shall be held only if the majority of the directors are present.
|
Article 110 |
Directors shall attend the board meeting in person. If a director is unable to attend the meeting in person due to some reasons, he/she may entrust another
director in writing to attend the meeting on his/her behalf and the proxy letter shall specify the scope of the authority.
|
Article 111 |
The board of directors shall take minutes of all decisions made on the matters discussed at a board meeting. Directors present at the meeting and the recorder
shall sign their names on the minutes. Directors shall be responsible for the resolutions of board meetings. If any resolution adopted by a board meeting violates the laws, administrative regulations, the Articles of Association or
the resolution of the general meeting of shareholders and causes the Company to suffer from significant losses, the directors who voted for the resolution shall be liable for compensation to the Company while the directors who are
certified by the minutes of the meeting having voted against the resolution are not liable for the losses.
|
Article 112 |
If the board of directors has delivered a motion to all directors and the directors who have given their signatures for consent have reached the required quorum
for making such decision pursuant to these Articles, such motion may become a board resolution and no board meeting is required.
|
Article 113 |
The Company shall have a secretary of the board of directors who is a senior officer of the Company.
|
Article 114 |
The secretary of the board of directors shall be a natural person who has the requisite professional knowledge and experience, and shall be nominated by the board
of directors. The main duties of the secretary are:
|
(1) |
to ensure that the Company has complete organizational documents and records;
|
(2) |
to ensure that the Company has prepared and delivered all reports and documents as required by the authorities in accordance with the laws; and
|
(3) |
to ensure that the Company’s register of shareholders is properly created and those persons who have the right to access the Company’s records and documents can
obtain such records and documents in a timely manner.
|
Article 115 |
The company shall establish the General Counsel System and the General Counsel shall be the senior manager of the Company. The General Counsel shall fully
participate in the management activities of the management level and give full play to the role of legal review. Where the matters considered by the board of directors involve legal issues, the General Counsel shall attend the meeting
and provide legal opinions.
|
Article 116 |
The Company shall be active in establishing a sound working system for the management of investor relations and, by way of various approaches, take the initiative
in strengthening communication and exchanges with shareholders, in particular the public shareholders. The secretary of the board of directors shall be specifically responsible for the management of investor relations of the Company.
|
Article 117 |
A director or other senior management personnel of the Company (excluding the Company’s supervisors) may serve concurrently as the secretary of the board of
directors. Accountants of an accounting firm appointed by the Company shall not serve concurrently as the secretary of the board of directors.
|
Article 118 |
The Company shall have one (1) general manager. The general manager shall be appointed or removed by the board of directors.
|
Article 119 |
The general manager shall be accountable to the board of directors and exercise the following functions and powers:
|
(1) |
to be in charge of the production, operation and management of the Company, and to coordinate the implementation of resolutions of the board of directors;
|
(2) |
to organize the implementation of the Company’s annual business plans and investment proposals;
|
(3) |
to draft plans for the establishment of the Company’s internal management structure;
|
(4) |
to draft the Company’s basic management system;
|
(5) |
to formulate specific regulations of the Company;
|
(6) |
to propose the appointment or dismissal of the Company’s deputy general managers, Chief Financial Officer and General Counsel;
|
(7) |
to appoint or dismiss management personnel other than those required to be appointed or dismissed by the board of directors; and
|
(8) |
other powers conferred by the Articles of Association and the board of directors.
|
Article 120 |
The general manager may attend board meetings as a non-voting attendee. A general manager who is not a director does not have any voting rights at board meetings.
|
Article 121 |
The general manager shall act honestly and diligently in accordance with the laws, administrative regulations and the Articles of Association when performing their
functions and powers.
|
Article 122 |
The Company shall have a supervisory committee.
|
Article 123 |
The supervisory committee shall comprise six (6) persons, of which two of them shall serve as the chairman and vice chairman of the supervisory committee
respectively. External supervisors shall account for one-half or more of the total number of supervisors in the committee. The supervisory committee shall have a term of three (3) years and the term is renewable upon re-election.
|
Article 124 |
The supervisory committee shall comprise four (4) shareholder representatives and two (2) representatives of workers and staff of the Company. Shareholder
representatives shall be elected and removed by shareholders in general meetings while the election and removal of representatives of workers and staff shall be determined through democratic elections organized by the Company’s
workers and staff.
|
Article 125 |
Neither a director nor a senior officer of the Company may serve concurrently as a supervisor.
|
Article 126 |
Supervisors’ meetings shall be convened at least once every six months. A supervisor may propose for the convening of an extraordinary supervisors’ meeting. The
chairman of the supervisory committee is responsible to convene and preside over supervisors’ meetings. Where the chairman is unable or fails to perform his/her duties, the vice chairman of the supervisory committee shall convene and
preside over supervisors’ meetings. Where the vice chairman is unable or fails to perform his/her duties, supervisors’ meetings shall be convened and presided over by the majority of the supervisors.
|
Article 127 |
The supervisory committee shall be accountable to the general meeting of shareholders and exercise the following functions and powers in accordance with the laws:
|
(1) |
to review the Company’s financial position;
|
(2) |
to supervise the performance of duties by the directors and senior management personnel and to advise on the dismissal of directors and senior management personnel
who are in breach of the laws, administrative regulations, the Articles of Association and resolutions of the general meeting of shareholders;
|
(3) |
to demand the directors, general manager and other senior management personnel to rectify their error if they have acted in a harmful manner to the Company’s
interest;
|
(4) |
to check and inspect the financial information such as the financial report, business report and plans for distribution of profits to be submitted by the board of
directors to the general meeting of shareholders and to authorize, in the Company’s name, publicly certified and practicing accountants to assist in the review on such information should any doubt arise in respect thereof;
|
(5) |
to check periodic reports of the Company as prepared by the board of directors and to give their opinion in writing;
|
(6) |
to propose to convene an extraordinary general meeting and, where the board of directors fails to perform its duties to convene or preside a general meeting of
shareholders, to convene or preside the general meeting of shareholders;
|
(7) |
to represent the Company in negotiations with or in bringing actions against a director;
|
(8) |
to conduct investigations when an abnormal operation of the Company is found and, when necessary, may appoint professional institutions, including accounting and
legal firms, to assist its work; and
|
(9) |
other functions and powers conferred by law, administrative regulations, the Articles of Associations and the general meeting of
|
Article 128 |
Resolutions of the supervisory committee shall be valid only when passed by the affirmative vote of two-thirds or more of the supervisors. Minutes shall be taken
for supervisors’ meetings and be signed by the attending supervisors and the recorder.
|
Article 129 |
All reasonable fees incurred in respect of the engagement of professionals, including lawyers, certified public accountants and practicing auditors, which are
required by the supervisory committee in the exercise of its functions and powers shall be borne by the Company.
|
Article 130 |
A supervisor shall perform his duties faithfully in accordance with the laws, administrative regulations and the provisions of the Articles of Association.
|
Article 131 |
A person may not serve as a director, supervisor, general manager or senior officer of the Company if any of the following circumstances apply:
|
(1) |
a person who does not have or who has limited capacity for civil conduct;
|
(2) |
a person who has been found guilty of for corruption, bribery, infringement or misappropriation of property or other crimes which destroy the social economic
order, and the sentence is enforced for less than five (5) years or a person who has been deprived of his/her political rights and not more than five (5) years have elapsed since the sentence was served;
|
(3) |
a person who is a former director, factory manager or manager of a company or enterprise which has been dissolved or put into liquidation as a result of
mismanagement and who was personally liable for the winding up of such company or enterprise, where less than three (3) years have elapsed since the date of completion of the insolvent liquidation of the company or enterprise;
|
(4) |
a person who is a former legal representative of a company or enterprise the business license of which was revoked due to violation of law and who are personally
liable, where less than three (3) years have elapsed since the date of the cancellation of the business license;
|
(5) |
a person who has a relatively large amount of debts which have become due and outstanding;
|
(6) |
a person who is currently under investigation by the judicial authorities for violation of criminal law;
|
(7) |
a person who, according to laws and administrative regulations, cannot act as a leader of an enterprise;
|
(8) |
a person other than a natural person; and
|
(9) |
a person who has been adjudged by the competent authority for violation of relevant securities regulations and such conviction involves a finding that such person
has acted fraudulently or dishonestly, where less than five (5) years have elapsed since the date of such convictions.
|
Article 132 |
Independent directors must have independence and the following people shall not act as an independent director:
|
(1) |
persons employed by the Company or its subsidiaries and their immediate family members and major social connections (immediate family members mean spouse, parents
and issues, etc. and major social connections mean siblings, parents-in-law, sons/daughters-in-law, spouse of siblings, siblings of spouse, etc.);
|
(2) |
natural person shareholders who directly or indirectly hold 1% or more of the Company’s issued shares or who are top ten shareholders and their immediate family
members;
|
(3) |
persons employed by the shareholder company who directly or indirectly hold 5% or more of the Company’s issued shares or who are top five shareholders and their
immediate family members;
|
(4) |
persons who once belonged to the preceding three items in the past year;
|
(5) |
persons who provide financial, legal or consulting service to the Company or its subsidiaries; and
|
(6) |
other persons determined by the securities regulatory authority of the State Council.
|
Article 133 |
Where the directors, general manager and other senior management personnel of the Company act on behalf of the Company, the effectiveness of such act against any
third party acting in good faith shall not be affected by the non-compliance in terms of incumbency, election or qualification of such person.
|
Article 134 |
Apart from the obligations prescribed in the laws, administrative regulations or listing rules of the securities exchange where the Company’s shares are listed,
the director, supervisor, general manager and other senior management personnel of the Company shall also assume the following obligations towards every shareholder, when exercising their functions and powers granted by the Company:
|
(1) |
not operating business beyond the business scope specified in the
|
(2) |
acting in good faith with a view to maximize the Company’s interests;
|
(3) |
not depriving the Company of its properties by any means, including (but not limited to) favorable opportunities for the Company; and
|
(4) |
not depriving shareholders of personal rights and interests, including (but not limited to) the rights of distribution and voting, excluding the restructuring of
the Company submitted to the general meeting of shareholders for approval pursuant to the Articles of Association.
|
Article 135 |
When exercising their rights or performing their obligations, the director, supervisor, general manager and other senior management personnel of the Company shall
be responsible for behaving with prudence, diligence and skills a reasonably prudent person would exercise under similar circumstances.
|
Article 136 |
When performing their duties, the director, supervisor, general manager and other senior management personnel of the Company shall observe the principle of good
faith, and shall not place themselves in a position where their interest may conflict with their obligations. The principle includes (without limitation) the following obligations:
|
(1) |
acting in good faith with a view to maximize the Company’s interests;
|
(2) |
exercising rights within the scope of authority, without exceeding such scope;
|
(3) |
personally exercising the discretionary power without manipulated by other persons; the discretionary power shall not be assigned to any other person, unless as
approved by law, administrative regulations, or the informed general meeting of shareholders;
|
(4) |
equally treating shareholders of the same class and fairly treating those of different class;
|
(5) |
except as otherwise provided in the Articles of Association or approved by the informed general meeting of shareholders, not to sign contracts, conduct
transactions or make arrangements with the Company;
|
(6) |
without approval of the informed general meeting of shareholders, not to utilize the Company’s property by any means for their own interests;
|
(7) |
not to take advantage of the position to accept bribes or other illegal income, or misappropriate the property of the Company by any means, including (but not
limited to) favorable opportunities for the Company;
|
(8) |
without approval of the informed general meeting of shareholders, not to accept commissions related to the Company’s transactions;
|
(9) |
observing the Articles of Association, faithfully performing their responsibilities and protecting interests of the Company, and not to take advantage of their
position and power to seek personal interests;
|
(10) |
without approval of the informed general meeting of shareholders, not to compete with the Company by any means;
|
(11) |
not to misappropriate the Company’s funds or to lend such funds to other persons, not to deposit the Company’s funds in the account opened in personal name or
otherwise, or utilize the assets of the Company to provide guarantee for the personal debt of the Company’s shareholders or other persons; and
|
(12) |
without approval of the informed general meeting of shareholders, not to reveal the confidential information of the Company gained during their term of office;
unless for the interest of the Company, not to take advantage of such information, however, in any one of the following circumstances; such information may be disclosed to the court or other governmental authorities:
|
1. |
provided by law;
|
2. |
required for public interests; and
|
3. |
required by the director, supervisor, general manager and other senior management personnel for his/her own interests.
|
Article 137 |
The director, supervisor, general manager and other senior management personnel of the Company shall not instigate the following persons or institutions
(collectively “related persons”) to do anything that they are forbidden to do:
|
(1) |
the spouse or minor children of the director, supervisor, general manager and other senior management personnel of the Company;
|
(2) |
trustees of the director, supervisor, general manager and other senior management personnel of the Company and those specified in item (1) of this Article;
|
(3) |
partners of the director, supervisor, general manager and other senior management personnel of the Company and those specified in items (1) and (2) of this
Article;
|
(4) |
companies in which the director, supervisor, general manager and other senior management personnel of the Company, whether alone or jointly with those specified in
items (1), (2) and (3) of this Article or other directors, supervisors, general manager and other senior management personnel of the Company, has de facto controlling interest; and
|
(5) |
the directors, supervisors, general managers and other senior management personnel of the controlled companies specified in item (4) of this Article.
|
Article 138 |
The obligations of good faith of the director, supervisor, general manager and other senior management personnel of the Company shall not necessarily terminate
upon expiration of their term of office, and their obligations to hold the business secrets of the Company confidential shall remain valid after the expiration of their tenures of office. The duration of other obligations shall be
decided in accordance with the principle of fairness, depending on the interval between the date when an event arises and the date when they leave their post, and depending on the circumstances and conditions under which their
relationship with the Company terminates.
|
Article 139 |
The responsibilities borne by the director, supervisor, general manager and other senior management personnel of the Company due to violation of a certain
obligation may be discharged by the informed general meeting of shareholders, with the exception of the circumstances specified in Article 46 of these Articles.
|
Article 140 |
Where the director, supervisor, general manager and other senior management personnel of the Company has direct or indirect material
|
Article 141 |
Before a contract, transaction or arrangement is first taken into consideration by the Company, if the interested directors, supervisors, general manager and other
senior management personnel of the Company have notified the board of directors in writing form, declaring that because of the reasons specified in the notification, they have an interest with the contract, transaction or arrangement
of the Company in the future, it shall be deemed that they have made the disclosure as required in the preceding article hereof, within the scope of the disclosure of the notification.
|
Article 142 |
The Company shall not pay taxes for its directors, supervisors, general manager and other senior management personnel by any means.
|
Article 143 |
The Company shall not, directly or indirectly, provide loans or loan guarantee for the directors, supervisors, general manager and other senior management
personnel of the Company and its holding company, nor shall it provide the same to their related persons.
|
(1) |
the Company provides loans or loan guarantee for its subsidiaries;
|
(2) |
pursuant to the employment contracts approved by the general meeting of shareholders, the Company provides loans, loan guarantee or other funds for its directors,
supervisors, general manager and other senior management personnel, to enable them to make payment for the Company or for the expenses arising from the performance of their duties; and
|
(3) |
if the ordinary course of business of the Company includes the lending of money or the giving of guarantees, the Company may provide loans or loan guarantee for
its directors, supervisors, general manager and other senior management personnel and their related persons in the ordinary course of its business on normal commercial terms.
|
Article 144 |
Where the Company provides loans in violation of the preceding article, the payee shall return the loans immediately, regardless of the loan conditions.
|
Article 145 |
The Company shall be free of compulsory execution of the loan guarantee if it provides such loan guarantee in violation of the first clause of Article 139 of this
Chapter, except for the following circumstances:
|
(1) |
when providing loans to the related persons of the director, supervisor, general manager and other senior management personnel of the Company and its holding
company, the provider is not aware of the circumstances; and
|
(2) |
the collateral provided by the Company has been legally sold by the loan provider to a purchaser acting in good faith.
|
Article 146 |
The guarantee referred to in the preceding article includes the activities whereby the guarantor bears the responsibility or provides property to ensure the
obligation performance of the guarantee.
|
Article 147 |
In case when the director, supervisor, general manager and other senior management personnel of the Company violate their obligations towards the Company, apart
from the rights and remedial measures provided by law and administrative regulations, the Company has the right to take the following measures:
|
(1) |
requiring relevant directors, supervisors, general manager and other senior management personnel to compensate the Company for the losses resulted from their
dereliction of duty;
|
(2) |
cancelling any contract or transaction between the Company and relevant directors, supervisors, general manager and other senior management personnel and that
between the Company and a third party (if the third party have known or should have known that the relevant directors, supervisors, general manager and other senior management personnel had violated their obligations towards the
Company);
|
(3) |
requiring relevant directors, supervisors, general manager and other senior management personnel to hand over the proceeds generated in violation of their
obligations;
|
(4) |
recovering related directors, supervisors, general manager and other senior management personnel for the funds that originally should be collectedby the Company,
including (but not limited to) commissions; and
|
(5) |
requiring relevant directors, supervisors, general manager and other senior management personnel to return the interest generated by or possibly generated by the
fund that originally should be turned over to the Company.
|
Article 148 |
With the prior approval of the general meeting of shareholders, the Company shall sign written contracts with its directors and supervisors in respect of
compensation. The matter of compensation aforesaid includes:
|
(1) |
compensation of directors, supervisors or senior management personnel of the Company;
|
(2) |
compensation of directors, supervisors or senior management personnel of the Company’s subsidiaries;
|
(3) |
compensation of other services supporting the management of the Company and its subsidiaries; and
|
(4) |
compensatory amounts for the loss of office or retirement of a director or supervisor.
|
Article 149 |
The compensation contracts between the Company and its directors and supervisors shall provide that when the Company is acquired, with the
|
(1) |
any person makes an offer of acquisition to all shareholders; and
|
(2) |
any person makes an offer of acquisition with the aim to make the offer become the controlling shareholder of the Company. The controlling shareholder is defined
in Article 47 hereof.
|
Article 150 |
The Company shall establish its financial and accounting systems in accordance with laws, administrative regulations and the provisions of PRC accounting standards
formulated by the competent financial authority of the State Council.
|
Article 151 |
At the end of each accounting year, the Company shall prepare a financial and accounting report which shall be audited by an accounting firm in a manner prescribed
by laws.
|
Article 152 |
The board of directors of the Company shall place before the shareholders at every annual general meeting such financial reports which the relevant laws,
administrative regulations and directives promulgated by local governments and competent authorities require the Company to prepare.
|
Article 153 |
The Company shall make the financial report available at the Company for examination by its shareholders twenty (20) days prior to the convening of the annual
general meeting of shareholders. Every shareholder of the Company has the right to obtain the financial report mentioned in this Chapter.
|
Article 155 |
Interim results, annual results or relevant financial information to be announced or disclosed by the Company shall be prepared in accordance with PRC accounting
standards and regulations and also in accordance with the international accounting standards.
|
Article 156 |
The Company shall publish its financial reports four (4) times in each accounting year, that is, the report for the first quarter shall be published within thirty
(30) days after the end of the first three (3) months of each accounting year, the interim financial report shall be published within sixty (60) days after the end of the first six (6) months of each accounting year, the report for
the third quarter shall be published within thirty (30) days after the end of the first nine (9) months of each accounting year, and the annual financial report shall be published within one hundred and twenty (120) days after the end
of each accounting year.
|
Article 157 |
The Company shall not have any account book except its statutory ones.
|
Article 158 |
The capital reserve includes the following items:
|
(1) |
the premium gained from shares issuance in excess of the par value; and
|
(2) |
other incomes that shall be included into the capital reserve as required by the competent financial authority of the State Council.
|
Article 159 |
In allocating dividends after taxes are paid in accordance with the provisions of the taxation law, the principle of the Company is:
|
(1) |
The after-tax profits of the Company shall be first used for making up losses on the previous year. No profit shall be available for allocation
|
(2) |
After making up the losses, the Company’s after-tax profits shall be allocated in the following order of priority pursuant to relevant laws:
|
1. |
contributing to the statutory reserve fund;
|
2. |
contributing to the discretionary reserve fund; and
|
3. |
paying dividends to shareholders of ordinary shares.
|
(3) |
When allocating the after-tax profits of the current year, the Company shall allocate 10% of its profits to the statutory reserve fund. Where the accumulated
statutory reserve fund of the Company has reached 50% or more of the registered capital of the Company, no allocation is needed.
|
(4) |
The proposal for allocating profits to the discretionary reserve fund and for paying dividends to shareholders of ordinary shares mentioned in item (2) of this
Article shall be drafted by the board of directors and shall be approved by shareholders in the general meeting.
|
Article 160 |
The Company shall establish and maintain a consistent and stable profit distribution policy, where positive distribution methods (including without limitation
giving preference to payment of cash dividends) shall be used to ensure reasonable returns of investment for the shareholders while taking into account the long-term interests of the Company, the interests of all the shareholders as a
whole and the reasonable funding requirements and sustainable development of the Company. The Company may pay dividends in cash, stock or a combination of both. The Company may distribute interim cash dividends when it deems
appropriate.
|
Article 161 |
The Company may pay cash dividends in any year when its earnings and accumulated undistributed profits are positive and its cash flows are sufficient for the
normal conduct of business and sustainable development of the Company, provided that the profits to be distributed by the Company in cash shall, in principle, not be less than 50% of the distributable profits realized in that year as
indicated in the consolidated accounts.
|
Article 162 |
The Company shall calculate and declare dividends and other payments in Renminbi. Cash dividends and other cash distributions which are payable to holders of
domestic-invested shares shall be paid in Renminbi. Cash dividends and other distributions which are payable to holders of foreign-invested shares shall be paid in US Dollars. However, those payable to holders of foreign-invested
shares traded on the Hong Kong Stock Exchange shall be paid in Hong Kong Dollars.
|
Article 163 |
The Company shall appoint receiving agents for holders of the overseas-listed foreign-invested shares. Such receiving agents shall receive dividends which have
been declared by the Company and other amounts which the Company should pay to holders of the overseas-listed foreign-invested shares on such shareholders’ behalf.
|
Article 164 |
The Company shall appoint an independent firm of accountants which is qualified under the relevant regulations of the State to audit or review the financial
reports of the Company.
|
Article 165 |
The term of appointment of the accounting firm shall begin at the close of the current annual general meeting of shareholders and end at the close of the next
annual general meeting of shareholders.
|
Article 166 |
The accounting firm appointed by the Company shall enjoy the following rights:
|
(1) |
examining the books, records and vouchers of the Company at any time, and requiring the directors, general manager or other senior
|
(2) |
requiring the Company to adopt all reasonable measures to obtain from its subsidiaries information and explanations that are required for the performance of
duties; and
|
(3) |
attending the general meeting of shareholders, receiving notice of general meeting of shareholders or other information in relation to the general meeting of
shareholders and giving speeches at the meeting with regard to matters involving its duties as an accounting firm appointed by the Company.
|
Article 167 |
If a vacancy occurs on the post of accounting firm, the board of directors may appoint an accounting firm to fill such vacancy before the convening of the general
meeting of shareholders. Any other accounting
|
Article 168 |
The general meeting of shareholders may decide to dismiss an accounting firm by adopting ordinary resolution before the expiration of the term of office of the
accounting firm, regardless of the terms and conditions of the contract between the accounting firm and the Company. If the relevant accounting firm has the right to make claim to the Company due to its dismissal, such right shall not
be affected.
|
Article 169 |
The compensation of the accounting firm or the method of determining the compensation shall be decided by the general meeting of shareholders. The compensation of
the accounting firm appointed by the board of directors shall be decided by the board of directors.
|
Article 170 |
The decision on engaging, dismissing or not renewing the appointment of an accounting firm shall be made by the general meeting of shareholders, and reported to
the securities regulatory authority of the State Council for filing.
|
(1) |
The relevant proposal on engagement or dismissal shall be sent to the accounting firm proposed to be engaged or proposing to leave the post or the firm which has
left the post in the relevant accounting year before the issuance of the notice of general meeting of shareholders.
|
(2) |
If the accounting firm about to leave the post makes a written statement, and asks the Company to inform the shareholders of its statement, unless the time of
receiving the written statement is too late, the Company must adopt the following measures:
|
1. |
stating in the notice issued for making resolutions that the accounting firm about to leave the post has made a statement; and
|
2. |
sending the duplicate copy of the statement in the form of an attachment to the notice to shareholders in a way stipulated by the Articles of Association.
|
(3) |
If the Company fails to send the statement of the relevant accounting firm according to the provisions of item (2) of this Article, the accounting firm may ask the
statement be read at the general meeting of shareholders and make further appeal.
|
(4) |
An accounting firm about to leave the post has the right to attend the following meetings:
|
1. |
general meeting of shareholders at which its term of office shall expire;
|
2. |
general meeting of shareholders at which the vacancy due to its dismissal is to be filled up; and
|
3. |
general meeting of shareholders convened due to its resignation from its post.
|
Article 171 |
Prior notice shall be given to the accounting firm if the Company decides to remove such accounting firm or not to renew the appointment thereof. Such accounting
firm has the right to make representations at the general meeting of shareholders. Where the accounting firm resigns from its position, it shall make clear to the shareholders in a general meeting whether there has been any
impropriety on the part of the Company.
|
1. |
a statement to the effect that there are no circumstances connected with its resignation which it considers should be brought to the notice of the shareholders or
creditors of the Company; or
|
2. |
a statement of any such circumstances.
|
Article 172 |
For a merger or division of the Company, the board of directors shall put forward a proposal, and the formalities for approval shall be handled according to law
after the proposal has been adopted according to the procedures specified in these Articles. Shareholders who oppose the Company’s merger or division plans have the right to ask the Company or the shareholders who approve the merger
or division plans to purchase their shares at a fair price. The contents of the resolution on the merger or division of the Company shall be made into special document, which shall be available for shareholders and shall be sent by
prepaid post to holders of the overseas-listed foreign-invested shares. The address registered in the register of shareholders shall be the address of the recipient.
|
Article 173 |
The merger of the Company may take the form of either merger by absorption or merger by the establishment of a new company.
|
Article 174 |
In the case of a division of the Company, its assets shall be divided accordingly.
|
Article 175 |
Where a merger or division of the Company involves any change in the registered items, such changes shall be registered with the company registration authority
according to law. Where the Company is dissolved, cancellation of the Company’s registration shall be carried out according to law. Where a new company is incorporated, the registration of the
|
Article 176 |
The Company shall be dissolved and liquidated according to law upon the occurrence of any one of the following events:
|
(1) |
the period of business expires;
|
(2) |
a resolution regarding the dissolution is passed by the general meeting of shareholders;
|
(3) |
dissolution is necessary due to a merger or division of the Company;
|
(4) |
the Company is legally declared insolvent due to its failure to repay
|
(5) |
the Company is revoked of its business license, ordered to be closed down or deregistered according to law; and
|
(6) |
where the Company encounters serious difficulties in its operation and management, its continued existence causes material harm to shareholders’ interest, and the
problems could not be solved through other means, the Company is dissolved by the people’s court according to law upon the request of shareholders who hold 10% or more of all voting shares of the Company.
|
Article 177 |
Where the Company is dissolved due to items (1), (2), (5) and (6) of the preceding article, a liquidation committee shall be formed within fifteen (15) days from
the date of occurrence of the reason for the dissolution and the members of the liquidation committee shall be determined by the general meeting of shareholders through ordinary resolution.
|
Article 178 |
If the board of directors decides that the Company shall carry out liquidation (except for liquidation resulting from the Company’s declaration of bankruptcy), it
shall state in the notice of general meeting of shareholders convened for this purpose that the board of directors has conducted comprehensive investigation on the Company’s conditions and believes that the Company is able to pay off
all its debts within twelve (12) months following the commencement of liquidation.
|
Article 179 |
The liquidation committee shall inform its creditors within ten (10) days from the date of its establishment, and shall publish a public announcement in newspaper
within sixty (60) days from the date of its establishment. The liquidation committee shall register the creditors’ rights.
|
Article 180 |
The liquidation committee shall exercise the following functions and powers during the period of liquidation:
|
(1) |
to categorize the Company’s assets and prepare a balance sheet and an inventory of assets respectively;
|
(2) |
to notify the creditors or to publish public announcements;
|
(3) |
to dispose of and liquidate any unfinished businesses of the Company;
|
(4) |
to pay all outstanding taxes and taxes incurred in the course of liquidation;
|
(5) |
to settle claims and debts;
|
(6) |
to deal with the surplus assets remaining after repayment by the Company of its debts; and
|
(7) |
to represent the Company in any civil proceedings.
|
Article 181 |
After the liquidation committee has sorted the Company’s assets and prepared a balance sheet and an inventory of assets, it shall prepare a liquidation plan and
submit it to the general meeting of shareholders or the people’s court for confirmation.
|
(1) |
outstanding workers’ and staff salaries, social insurance premiums and statutory compensatory amounts for the three(3) years before the date of liquidation;
|
(2) |
outstanding and additional taxes, funds and other payables that should be settled in accordance with applicable administrative regulations; and
|
(3) |
bank loans, debentures and other debts.
|
Article 182 |
In the case of liquidation as a result of dissolution of the Company, if the liquidation committee, having sorted the Company’s assets and prepared the balance
sheet and an inventory of assets, discovers that there are insufficient assets in the Company to pay off its debts, it shall apply to the people’s court forthwith for a declaration of bankruptcy of the Company.
|
Article 183 |
Upon the completion of liquidation, the liquidation committee shall prepare a liquidation report and an income and expenditure statement and financial account for
the period of liquidation and, after they are certified by a Chinese certified public accountant, submit them to the general meeting of shareholders or the relevant competent authority for confirmation.
|
Article 184 |
The Company may make amendments to the Articles of Association in accordance with law, administrative regulations and the provisions of the Articles of
Association.
|
Article 185 |
Amendment of the Articles of Association involving the contents of the Mandatory Provisions shall become effective upon the approval of the department responsible
for the examination and approval of companies as authorized by the State Council. Those involving the registered particulars of the Company shall be made for the change in registration in accordance with law.
|
Article 186 |
(1) |
Unless otherwise prescribed by these Articles, notices, materials or written statements which are issued by the Company to shareholders must be delivered by hand or
by pre-paid post to the holders of registered shares based upon the registered address of each of such shareholders.
|
(2) |
If sent by mail, the notice shall be deemed delivered to the recipient when it is clearly addressed, postage pre-paid and put into envelopes before being posted by
mail and shall be deemed received by the recipient in five (5) working days from the date of delivery of the mail.
|
(3) |
Notices, instructions, documents, materials or written statements which are issued by the shareholders or directors to the Company shall be deposited or delivered
by registered mail to the Company’s legal domicile or the registered agent of the Company.
|
(4) |
Notices, instructions, documents, materials or written statements which are issued by the shareholders or directors to the Company may be proven to have delivered
within the specified period under normal postal conditions based upon the date of delivery of such mails and may be proven to have arrived when they are clearly addressed and postage pre-paid.
|
(1) |
dividends have been distributed in respect of the relevant shares at least three (3) times within twelve (12) years and no person has claimed the dividends during
such period; and
|
(2) |
upon the end of the twelve (12) years, an advertisement is published by the Company in newspaper describing its intent to dispose the shares and the Hong Kong
Stock Exchange is being notified.
|
Article 187 |
(1) |
Whenever any disputes or claims arises between holders of overseas-listed foreign-invested shares and the Company, or between holders of overseas-listed
foreign-invested shares and the directors, supervisors, managers or other senior management personnel of the Company, or between holders of overseas-listed foreign-invested shares and holders of domestic-invested shares in respect of
any disputes or claims in relation to the affairs of the Company as a result of any rights or obligations arising from the Articles of Association, the Company Law or other relevant laws or administrative regulations, such disputes or
claims shall be referred by the relevant parties to arbitration.
Where a dispute or claim of rights aforesaid is referred to arbitration, the entire claim or dispute must be referred to
arbitration, and all persons who have a cause of action based on the same facts giving rise to the dispute or claim or whose participation is necessary for the settlement of such dispute or claim, shall, where
such person is the Company or the Company’s shareholder, director, supervisor, general manager or other senior management
personnel, comply with the decisions made in the arbitration.
Disputes in respect of the definition of shareholders and disputes in relation to the register of shareholders need not be
settled by arbitration.
|
(2) |
A claimant may elect for arbitration to be carried out at either the China International Economic and Trade Arbitration Commission in accordance with its
arbitration rules or the Hong Kong International Arbitration Centre in accordance with its securities arbitration rules. After a claimant refers a dispute or claim to arbitration, the other party must submit to the arbitral body
elected by the claimant.
If a claimant elects for arbitration to be carried out at the Hong Kong International Arbitration Centre, any party to the
dispute or claim may apply for a hearing to take place in Shenzhen in accordance with the securities arbitration rules of the Hong Kong International Arbitration Centre.
|
(3) |
Unless otherwise provided in the laws and administrative regulations, the laws of the People’s Republic of China shall apply for any disputes or claims referred to
in item (1) which are settled by way of arbitration.
|
(4) |
The judgment of the arbitral body shall be final and binding on all parties.
|
Article 188 |
It shall be the responsibility of the board of directors to interpret these Articles.
|
Article 189 |
Accounting firm referred to in these Articles has the same meaning as “auditors”.
|
Article 190 |
Unless otherwise prescribed by these Articles, the expressions of “above”, “within” and “below” include the figures mentioned whist the expressions of “short of”,
“beyond”, “less than”, “more than”, “exceeding” and “over” do not include the figures mentioned.
|
CHAPTER 1 |
GENERAL PROVISIONS
|
CHAPTER 2 |
TYPES OF GENERAL MEETING
|
CHAPTER 3 |
PROCEDURES FOR CONVENING A SHAREHOLDERS’ GENERAL MEETING
|
Section 1 |
Putting Forward Proposals
|
Section 2 |
Collection and Examination Motions
|
Section 3 |
Notice of Meeting
|
Section 4 |
Convening and Postpone the Meeting
|
Section 5 |
Registration of a Meeting
|
Section 6 |
Convening a Meeting
|
Section 7 |
Voting and Resolution
|
Section 8 |
Post-meeting Affairs and Announcement
|
CHAPTER 4 |
SUPPLEMENTARY ARTICLES
|
Article 1 |
In order to safeguard the legitimate interests of Huaneng Power International, Inc. (hereinafter referred to as the “Company”) and its shareholders, to specify the
duties, responsibilities and permission right of the shareholders’ general meetings, to ensure the proper, efficient and smooth operation of the shareholders’ general meeting and to ensure the shareholders’ general meeting exercises
its functions and powers according to law, these Rules are formulated according to the “Company Law of the People’s Republic of China” (hereinafter referred to as “Company Law”), “Mandatory Provisions for the Articles of Association
of Companies to be Listed Overseas”, “Standards for the Governance of Listed Companies” and “Rules for General Meetings of Listed Companies” and the Articles of Association of Huaneng Power International, Inc. (hereinafter referred to
as “Articles of Association”).
|
Article 2 |
These Rules apply to the general meetings of the Company and shall be binding on the Company, all shareholders, authorised proxies of the shareholders, directors,
supervisors and other relevant personnel present at the meeting.
|
Article 3 |
The board of directors of the Company shall convene the general meeting in strict compliance with requirements for convening general meetings as set out in the
relevant laws and regulations and the Articles of Association. The board of directors shall not hinder the proper exercise of the power and authority of general meeting.
|
Article 4 |
Shareholders who legally and validly holds the shares of the Company are entitled to attend the general meeting in person or by proxy, and is entitled to enjoy the
rights of speech, requisition, and voting, etc.
|
Article 5 |
The Capital Market Department of the Company is responsible for organizing the holding of general meeting and the relevant matters.
|
Article 6 |
The convening of general meeting shall follow the general principle of simplicity and shall not provide extra economic benefit to the shareholders (and their
proxies) who have attended the general meeting.
|
Article 7 |
Those matters which in accordance with laws, administrative regulations and the Articles of Association shall be determined at the shareholders’ general meeting
shall then be considered at the general meeting, so as to protect shareholders’ right of determination on such matters. If necessary and in reasonable circumstances, in
|
Article 8 |
There are two types of general meeting, i.e. annual general meeting (hereinafter referred to as “AGM”) and extraordinary general meeting.
|
Article 9 |
AGMs are held once every year within six months from the end of the previous accounting year.
|
Article 10 |
If the Company intends to alter or annul the rights of class shareholders, it shall, before undergoing the alteration and annulment, have such alteration or
annulment approved by a special resolution at the general meeting and shall convene a class shareholders’ meeting in accordance with the provisions of the Articles of Association.
|
Article 11 |
Proposals put forward in a general meeting shall be specific and shall relate to the matters which shall be discussed at a general meeting.
|
Article 12 |
Proposals at the general meeting shall be usually put forward by the board of directors.
|
Article 13 |
Where more than one-half of the independent directors request the board of directors to convene an extraordinary general meeting, they shall be responsible for
putting forward the proposals to be examined at the meeting.
|
Article 14 |
The shareholders individually or jointly holding more than 3% (including 3%) of the total voting shares of the Company are entitled to put forward provisional
proposals at the general meeting in accordance with the relevant procedure specified in the applicable laws.
|
Article 15 |
Where the supervisory committee proposes to convene a general meeting, it shall be responsible for putting forward proposals.
|
Article 16 |
Where shareholders individually or jointly holding more than 10% (including 10%) of the Company’s voting shares propose to convene a shareholders’ general meeting,
the proposing shareholders shall be responsible for putting forward the proposals.
|
Article 17 |
The proposals put forward at the general meeting shall meet the following conditions:
|
(1) |
The content of the proposals shall be in compliance with requirements stipulated by laws, regulations and the Articles of Association and shall fall within the
business scope of the Company and within the jurisdiction of general meeting;
|
(2) |
The theme of the proposal shall be clear and specific;
|
(3) |
The proposal shall be submitted to the board of directors in writing.
|
Article 18 |
Shareholders individually or jointly holding more than 3% (including 3%) of the Company’s voting shares are entitled to put forward proposals at the general
meeting. The board of directors shall examine and approve such shareholders’ proposals according to the following principles:
|
(1) |
Relevance. The board of directors shall conduct examination of a proposal. If the proposal complies with laws, regulations and the Articles of Association and
falls into the jurisdiction of general meeting, it shall be submitted to the general meeting for discussion. Otherwise no such submission shall be submitted to general meeting.
|
(2) |
Procedures. The board of directors may decide on the procedural issues relating to the proposal. Where a proposal needs to be divided into different proposals or
merged with other proposals to be voted on, consent of the person putting forward the original proposal is required. If the person putting forward the original proposal does not agree with any changes, the chairman of the general
meeting may request the general meeting to decide on the procedural issues and conduct discussion according to the procedures decided by the general meeting.
|
Article 19 |
Where the shareholders individually or jointly holding more than 10% (including 10%) of the Company’s voting shares propose to convene an extraordinary general
meeting or class shareholders’ meeting, they may sign one or more written request(s) in identical form and contents stating the topics for discussion at the meeting, and at the same time submit proposals complying with the above
requirements of these Rules to the board of directors.
|
Article 20 |
Proposals involving the following circumstances shall be deemed to be a change or abrogation of the rights of a class shareholder and the board of directors shall
submit them to a class shareholders’ meeting for examination:
|
(1) |
to increase or decrease the number of shares of such a class, or to increase or decrease the number of shares of another class having voting rights, distribution
rights or other privileges equal or superior to those of the shares of such a class;
|
(2) |
to change all or part of the shares of such a class into shares of another class or to change all or part of the shares of another class into shares of that class
or to grant such a conversion right;
|
(3) |
to cancel or reduce rights to accrued dividends or cumulative dividends attached to shares of such a class;
|
(4) |
to reduce or remove preferential rights attached to shares of such a class to receive dividends or to the distribution of assets in the event that the Company is
liquidated;
|
(5) |
to add, cancel or reduce share conversion rights, options, voting rights, transfer rights, pre-emptive placing rights, or rights to acquire securities of the
Company attached to shares of such a class;
|
(6) |
to cancel or reduce rights to receive payment payable by the Company in a particular currency attached to shares of such a class;
|
(7) |
to create a new class of shares with voting rights, distribution rights or other privileges equal or superior to those of the shares of such a class;
|
(8) |
to restrict the transfer or ownership of shares of such a class or to impose additional restrictions;
|
(9) |
to issue rights to subscribe for, or to convert into, shares of such a class or another class;
|
(10) |
to increase the rights or privileges of shares of another class;
|
(11) |
to restructure the Company in such a way so as to cause the shareholders of different classes to bear liabilities in proportionally during the restructuring;
|
(12) |
to amend or abrogate the provisions of Chapter 9 of the Articles of Association “Special Procedures for Voting by a Class of Shareholders”.
|
Article 21 |
A written notice shall be issued 45 days prior to a general meeting, informing all shareholders of the matters to be considered at the meeting, and the date and
place of the meeting.
|
Article 22 |
The notice of a class shareholders’ meeting shall be delivered only to the shareholders who are entitled to vote at such meeting.
|
Article 23 |
Where a resolution is prepared to be passed to appoint an accounting firm other than an incumbent accounting firm, to fill a casual vacancy in the office of the
accounting firm, to reappoint an accounting firm who was appointed by the board of directors to fill a casual vacancy or to remove an accounting firm before expiry of its term of office, a copy of the appointment or removal proposal
shall be sent (before issue of the notice of meeting) to the firm proposed to be appointed or proposing to leave its post or the firm which have already left its post in the relevant fiscal year.
|
1. |
In any notice of the resolutions given to shareholders, state the fact of the representations having been made by the accounting firm leaving its post; and
|
2. |
Attach a copy of the representations to the notice and deliver it to the shareholders.
|
Article 24 |
The notice of a general meeting shall satisfy the following requirements:
|
(1) |
in writing;
|
(2) |
specify the place, date and time of the meeting;
|
(3) |
set out the matters to be discussed;
|
(4) |
provide the shareholders with such information and explanation as necessary to enable the shareholders to make an informed decision on the proposals put before
them. Such a principle includes (but not limited to) where a proposal is made to amalgamate the Company with another, to repurchase shares of the Company, to reorganize its share capital, or to restructure the Company in any
|
(5) |
contain a disclosure of the nature and extent of the material interests of any director, supervisor, general manager and other senior officers in the proposed
transaction and the effect which the proposed transaction will have on them in their capacity as shareholders in so far as it is different from the effect on the interests of other shareholders of the same class;
|
(6) |
contain the full text of any special resolution to be proposed at the meeting;
|
(7) |
contain a clear statement that a shareholder entitled to attend and vote at such meeting is entitled to appoint one or more proxies to attend and vote at such
meeting on his behalf and that such a proxy needs not be a shareholder;
|
(8) |
specify the time and place for lodging proxy forms for the meeting.
|
Article 25 |
The board of directors shall set out the matters to be discussed and considered at the general meeting in the notice of such a general meeting. If it is required
to alter matters involved in the resolutions of the previous general meeting, the contents of the proposal shall be complete and not only include the contents of the changes.
|
Article 26 |
The board of directors shall issue a notice to convene the general meeting within fifteen days upon receipt of a written request for convening a general meeting
from the supervisory committee which is in compliance with the relevant requirements.
|
Article 27 |
After the board of directors has received a written request for convening an extraordinary general meeting from shareholders individually or jointly holding more
than 10% (including 10%) of the Company’s voting shares, it shall issue a notice to convene a shareholders’ general meeting as soon as possible. Any alterations to the original proposal shall have the consent of the proposing
shareholders. After the issue of the notice, the board of directors shall not propose any new proposals or changes or defer the time for holding the general meeting without the consent of the proposing shareholders.
|
Article 28 |
Except for provisional proposal proposed by shareholder(s) who individually or jointly holding 3% (inclusive of 3%) or more of the Company’s voting shares in the
general meeting in accordance with the relevant procedure specified in the applicable
|
Article 29 |
Shareholders and authorised proxies intending to attend a shareholders’ general meeting shall deliver to the Company their written replies concerning their
attendance at such a meeting twenty days before the date of the meeting.
|
Article 30 |
After the notice of the general meeting has been issued, the general meeting shall not be convened at an earlier date, nor shall it be postponed without reasons.
Where a general meeting has to be postponed for special reasons, the board of directors shall publish a postponement notice at least two working days before the original date of the general meeting. The board of directors shall state
the relevant reasons and the date for convening the meeting after the postponement in the postponement notice.
|
Article 31 |
A shareholder may attend the shareholders’ general meeting in person or appoint a proxy to attend and vote on his behalf. The instrument appointing a proxy to
attend the general meeting shall be in writing. Such instrument of proxy shall be under the hand of principal or its attorney duly authorized in writing, or if the principal is a legal person, either under seal or under the hand of a
director or a duly authorized attorney. If several proxies are appointed, such written instrument shall clearly indicate the number of shares of the shareholder represented by each proxy.
|
Article 32 |
The proxy form shall be lodged with the Company’s premises or such other place as specified in the notice convening the meeting at least twenty-four hours prior to
the relevant meeting for which the proxy is appointed to vote or twenty-four hours prior to the scheduled voting time. Where the proxy form is signed by a person authorised by the principal, the power of attorney or other
authorisation documents shall be notarised. The notarised power of attorney and other authorisation documents, together with the proxy form, shall be lodged with the Company’s premises or such other place as specified in the notice
convening the meeting.
|
Article 33 |
The Company shall be responsible for preparing an attendance register, which will be signed by the personnel attending the meeting. The attendance register shall
set out the names of persons present at the meeting (or names of units), identification document numbers, address domicile, the number of voting shares held or represented, names of the proxies (or names of the units) and so on.
|
Article 34 |
The board of directors and supervisory committee of the Company shall take all necessary measures to ensure the solemnity and proper order of the general meeting.
The Company may refuse the admission of any persons (other than the shareholders (and their proxies) attending the general meeting, directors, supervisors, secretary to the board of directors, senior management, lawyers retained by
the Company and invitees of the Company) to the venue of the general meeting. The Company shall take measures to prevent the occurrence of any interruption to order of the general meeting, disturbance and nuisance, and any conduct
infringing the legitimate rights of the shareholders. The Company shall also report the same to the relevant government authorities for investigation.
|
Article 35 |
The general meetings shall be convened by the board of directors and presided by the Chairman. Where the Chairman is unable to or does not perform the duty, the
Vice Chairman shall preside the meeting. Where the Vice Chairman is unable to or does not perform the duty, the meeting shall be presided by a director nominated by more than one-half of the directors. If the board of directors is
unable to or does not perform the duty to convene the general meeting, the Supervisory Committee shall convene and preside the meeting timely. If the Supervisory Committee does not convene and preside the meeting for a period longer
than 90 consecutive days, any single shareholder or shareholders holding an aggregate of more than 10% total shares of the Company can convene and preside the meeting.
|
Article 36 |
Where shareholders individually or jointly holding more than 10% (including 10%) of the Company’s voting shares of their own motion decide to convene an
extraordinary general meeting, the board of directors and secretary to the board of directors shall earnestly perform their duties. The board of directors must attend the
|
(1) |
The meeting shall be called by the board of directors. The secretary to the board of the directors is required to attend the meeting while directors and
supervisors shall attend the meeting;
|
(2) |
The board of directors shall retain lawyers who are qualified to practice securities-related matters to issue legal opinion in accordance with the relevant rules
and regulations;
|
(3) |
The procedures of the meeting shall comply with the applicable laws and the Article of Association.
|
Article 37 |
After the chairman of the meeting has declared the opening of the meeting, he shall read out the proposals, and the proposer of the proposal in issue shall explain
the motions in following manner:
|
(1) |
Where the motion is put forward by the board of directors, the proposal shall be explained by the chairman of the board of directors, other directors designated
by the Chairman or secretary to the board of directors;
|
(2) |
Where the proposal is put forward by others, the proposal shall be explained by the person (or its proxy) putting forward the proposal.
|
Article 38 |
At the AGM, the board of directors shall report on and make an announcement in relation to the situation of the conduct and execution of the matters assigned to
the board of directors pursuant to the resolutions passed since last AGM.
|
Article 39 |
At the AGM, the supervisory committee shall make a supervisory report on specific matters of the Company for the preceding year, the contents of which shall
include:
|
(1) |
The result of the examination of the financial position of the Company;
|
(2) |
The situation of the due performance of the duties of the directors and senior management and the execution off the laws, rules and regulations, Articles of
Association and the resolutions passed at general meeting;
|
(3) |
Other important events needed to report to the general meeting from the Supervisory Committee’s point of view.
|
Article 40 |
In case the accountants of the Company provides an illustrative explanation to the financial statements of the Company, or makes an qualified opinion or indicates
its failure to provide an opinion or have a negative opinion on the auditors report, the board of directors shall explain at the general meeting the details of the events which led the accountants forming such views and the impact
thereof on the financial position and business situation of the Company. In case that such event(s) has direct impact on the profit of the relevant period, the directors shall, by application of the principle of lowest threshold,
determine the profit distribution proposal and proposal of capitalization of reserve funds.
|
Article 41 |
Proposals included in the agenda shall be examined before voting. Reasonable time shall be given at the shareholders’ general meeting for each proposal to be
discussed.
|
Article 42 |
No shareholder shall speak for more than twice at the meeting for each proposal. A shareholder is allowed to speak for no more than three minutes for the first
time, and no more than one minute for the second time.
|
Article 43 |
The board of directors and the Supervisory Committee shall answer such queries or suggestions raised by shareholders unless those relates to the Company’s business
secret and shall not be disclosed at the general meeting.
|
Article 44 |
General meeting shall resolve the proposals already included in the agenda.
|
Article 45 |
No alteration to the proposals will be allowed when they are being considered at the general meeting. Otherwise, the relevant changes should be deemed to be a new
proposal which cannot be resolved at this general meeting.
|
Article 46 |
The general meeting shall consider and approve each and every proposal listed in the agenda. On the same matter with different proposals, consideration and
approval of the same shall be in the order when the proposals are submitted. Except in the event of an act of God or other special reason resulting in the termination of the general meeting or that the resolutions cannot be voted
upon, general meeting has no right to set aside or reserve the consideration and approval of the proposals.
|
Article 47 |
In examining the proposals on the election of directors and supervisors at a general meeting, shareholders shall vote on the candidates for the office of directors
or supervisors one by one.
|
Article 48 |
When the general meeting of shareholders votes on election of directors and supervisors (Supervisors in this clause do not include employee representative
supervisors), the cumulative voting system shall be implemented. The cumulative voting system shall mean that when the general meeting of shareholders elects more than 2 directors or supervisors, each share shall represent the same
number of voting rights identical the number of directors or supervisors to be elected. The shareholders can cast all of their votes for a single candidate or decentralize their votes to elect several candidates.
|
Article 49 |
The specific voting methods of implementing the cumulative voting system for electing directors or supervisors are as follows:
|
(1) |
When the number of directors or supervisors to be elected is above two, the cumulative voting system shall be implemented.
|
(2) |
When the cumulative voting system is implemented, each share shall represent the same number of voting rights identical to the number of directors or supervisors
to be elected.
|
(3) |
The notice of the general meeting of shareholders shall inform the shareholders of the cumulative voting system for the directors and the supervisors’ election
proposal. The convener of the meeting shall prepare ballot paper suitable for the cumulative voting system. Written instructions and explanations for the cumulative voting system, the method of filling in the ballots, and the method
of counting votes shall be provided.
|
(4) |
When the general meeting of shareholders votes on election of directors and supervisors, the shareholder may vote for each director or supervisor candidate with
the same voting rights as the shareholding; or cast all of their votes for one director or supervisor candidate which are the same as the number of directors or supervisors to be elected, or vote for a certain number of director or
supervisor candidates respectively with the voting rights which are the same as the number of directors or supervisors to be elected.
|
(5) |
Shareholders who have exercised all of their votes for one or several director or supervisor candidates which are the same as the number of directors or
supervisors to be elected shall no longer own the voting rights for other director and supervisor candidates.
|
(6) |
At the end of the voting at the general meeting of shareholders, if the total number of voting rights exercised by a shareholder for certain or several director
and supervisor candidates is more than the voting rights of all the shares held by the shareholders, the shareholders’ votes are invalid and deemed to be a waiver of the voting rights.
|
(7) |
The director or supervisor candidates who have received the agreed votes, the number of which exceeds one-half of the total number of shares with voting rights at
the general meeting of shareholders (subject to the number of unaccumulated shares), shall be the elected director or supervisor candidates. If the number of candidates for directors and supervisors elected at the general meeting of
shareholders exceeds the number of directors and supervisors supposed to be elected, the candidates with the majority of the votes will be elected as directors and supervisors (but if the number of votes for the elected candidates
with fewer votes is equal, and the fact that the candidates are elected will give rise to the result that the number of elected candidates will exceed the number of directors and supervisors supposed to be elected, then these
candidates and those who ranked behind shall be considered as not elected). If the number of the directors and supervisors elected at the general meeting of shareholders could not reach the number of the directors and supervisors
supposed to be elected, a separate general meeting shall be held to elect the vacant directors and supervisors. Where a general meeting of shareholders elects directors or supervisors by means of cumulative voting system, the voting
of directors and supervisors shall be conducted separately, the voting of independent directors and non-independent directors shall be conducted separately.
|
Article 50 |
Resolutions of a general meeting shall be divided into ordinary resolutions and special resolutions.
|
Article 51 |
Where a connected transaction is being considered at a shareholders’ general meeting, the connected shareholders shall abstain from voting, and the voting rights
represented by the shares held by them shall not be counted towards the total
|
Article 52 |
The chairman of the meeting shall be responsible for deciding whether or not a resolution is duly passed. The chairman’s decision, which shall be final and
conclusive, shall be announced at the meeting and recorded in the minutes of the meeting. The Company shall, in compliance with the applicable laws and the rules and regulations of the stock exchange on which the shares of the Company
are listed, to publish announcements for resolutions passed at general meeting.
|
Article 53 |
The board of directors of the Company shall retain lawyer(s) to attend the general meeting to give legal opinions on the following matters:
|
(1) |
whether the procedures of convening and holding the general meetings are incompliance with laws, regulations and the Articles of Association;
|
(2) |
whether the persons attending the meeting and the convenor of the meeting are legally entitled to do so;
|
(3) |
whether the procedures of voting in the general meeting and the voting results of the resolutions are valid;
|
(4) |
the issue of any advice on any other matters requested by the Company.
|
Article 54 |
General meeting shall have its minutes, which shall include the following contents:
|
(1) |
date, venue and agenda of the meeting as well as the name and title of the convenor;
|
(2) |
name of the person who presided over the meeting, names of the directors, supervisors, secretary to the board of directors, managers and other senior management
members who attended the meeting;
|
(3) |
number of shareholders and proxies who attended the meeting, number of voting shares held by them and their proportion to the Company’s total number of shares;
|
(4) |
consideration procedures, the main points of the discussion and the voting results on each of the resolutions considered;
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(5) |
shareholders’ queries or suggestions and the corresponding replies and explanations;
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(6) |
name(s) of the solicitor(s), the person-in-charge of vote-taking and the scrutineer(s);
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(7) |
other content required to be included in the minutes pursuant to the Articles of Association.
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Article 55 |
Minutes of a general meeting shall be signed by the directors present at the meeting, secretary to the board of directors, convenor or his/her representative, the
person who presided over the meeting and the minutes-taking officer and shall be kept as the Company’s document by the secretary to board of directors.
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Article 56 |
The secretary to the board of directors shall be responsible for keeping written information such as the register of attendees, power of attorney, copies of
identification documents, voting statistical sheet, minutes of the meeting, resolutions of the meeting.
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Article 57 |
These Rules are formulated by the board of directors and shall come into effect upon the adoption by the general meeting. Any amendment to these Rules shall be
proposed by the board of directors in the form of an amendment proposal, and shall come into effect upon adoption by the general meeting.
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Article 58 |
The general meeting hereby authorises that the right to interpret these Rules shall rest with the board of directors.
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Article 59 |
Where any relevant matters are not covered in these Rules or where these Rules are inconsistent with the relevant laws, administrative rules and other relevant
regulatory documents as promulgated from time to time and the articles of association of the Company, those laws, administrative rules, other relevant regulatory documents and the Articles of Association shall prevail.
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