REG - Air China Ld - Proposed Amendments to the Articles of Association
11/09/2023 08:30
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RNS Number : 9949L Air China Ld 11 September 2023
If you are in any doubt as to any aspect of this circular or as to the action
you should take, you should consult a stockbroker or other registered dealer
in securities, bank manager, solicitor, professional accountant or other
professional adviser.
If you have sold or transferred all your shares of Air China Limited, you
should at once hand this circular and the form of proxy and the notice of
attendance to the purchaser or transferee or to the bank, stockbroker or other
agent through whom the sale was effected for transmission to the purchaser or
the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this circular, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this circular.
中國國際航空股份有限公司
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 00753)
(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(2) PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF SHAREHOLDERS'
MEETINGS AND
THE RULES AND PROCEDURES OF MEETINGS OF THE BOARD
(3) NOTICE OF EXTRAORDINARY GENERAL MEETING AND
(4) NOTICE OF H SHAREHOLDERS' CLASS MEETING
A letter from the Board is set out on pages 3 to 7 of this circular.
The notices convening the EGM and the H Shareholders' Class Meeting to be held
at 11:00 a.m. on Thursday,
26 October 2023 at The Conference Room C713, No. 30, Tianzhu Road, Airport
Industrial Zone, Shunyi District, Beijing, the PRC, are set out on pages 178
to 179 and pages 180 to 181 of this circular, respectively.
Whether or not you are able to attend the EGM/the H Shareholders' Class
Meeting, you are requested to complete and return the accompanying form of
proxy in accordance with the instructions printed thereon as soon as possible
but in any event not less than 24 hours before the time appointed for
convening such meetings or any adjournment thereof. Completion and return of
the form of proxy will not preclude you from attending and voting in person at
the EGM/H Shareholders' Class Meeting or any adjournment thereof should you so
wish.
11 September 2023
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
. . . . . . . . . . . . . . .
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
. . . . . . . .
I. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . 4
. . . . . . . . . . . . . . . . .
II. Proposed Amendments to the Articles of Association . . . . . . . 4
. . . . . . .
III. Proposed Amendments to the Rules and Procedures of Shareholders'
Meetings and the Rules and Procedures of Meetings of the Board . . . .
5
IV. EGM and H Shareholders' Class Meeting . . . . . . . . . . . . . . . 6
. . . . . . .
V. Recommendations of the Board . . . . . . . . . . . . . . . . . . 7
. . . . . . . . . . .
APPENDIX I － PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
APPENDIX II － PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF
SHAREHOLDERS' MEETINGS . . . . .
141
APPENDIX III － PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF MEETINGS
OF THE BOARD . . . . . . .
168
APPENDIX IV － NOTICE OF EXTRAORDINARY GENERAL MEETING . . . 178
APPENDIX V － NOTICE OF H SHAREHOLDERS' CLASS MEETING . . . . . 180
In this circular, unless the context otherwise requires, the following
expressions have the following meaning:
"A Share(s)" ordinary share(s) in the share capital of the Company, with a nominal value of
RMB1.00 each, which is/are subscribed for and traded in Renminbi and listed on
the Shanghai Stock Exchange
"A Shareholder(s)" holders of A Share(s)
"A Shareholders' Class Meeting" the A shareholders' class meeting of the Company to be held at 11:00 a.m. on
Thursday, 26 October 2023 at The Conference Room C713, No. 30, Tianzhu Road,
Airport Industrial Zone, Shunyi District, Beijing, the PRC
"Articles of Association" the articles of association of the Company
"Board" the board of directors of the Company
"Company" Air China Limited, a company incorporated in the PRC, whose H Shares are
listed on the Hong Kong Stock Exchange as its primary listing venue and on the
Official List of the UK Listing Authority as its secondary listing venue, and
whose A Shares are listed on the Shanghai Stock Exchange
"Director(s)" the director(s) of the Company
"EGM" the extraordinary general meeting of the Company to be held at 11:00 a.m. on
Thursday, 26 October 2023 at The Conference Room C713, No. 30, Tianzhu Road,
Airport Industrial Zone, Shunyi District, Beijing, the PRC for the
Shareholders to consider and, if thought fit, to pass the resolutions set out
in the notice of the EGM
"Group" the Company and its subsidiaries
"H Shareholder(s)" holders of H Share(s)
"H Share(s)" the overseas listed foreign share(s) in the share capital of the Company with
a nominal value of RMB1.00 each, which is/are listed on the Hong Kong Stock
Exchange as its primary listing venue and have been admitted to the Official
List of the UK Listing Authority as its secondary listing venue
"H Shareholders' Class Meeting" the H Shareholders' Class Meeting of the Company to be held at 11:00 a.m. on
Thursday, 26 October 2023 at The Conference Room C713, No. 30, Tianzhu Road,
Airport Industrial Zone, Shunyi District, Beijing, the PRC for the
Shareholders to consider and, if thought fit, to pass the resolutions set out
in the notice of H Shareholders' Class Meeting
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Hong Kong Listing Rules" The Rules Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited
"RMB" Renminbi, the lawful currency of the PRC
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong),
as amended and modified from time to time
"Shanghai Listing Rules" the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange
"Shareholder(s)" the shareholder(s) of the Company
中國國際航空股份有限公司
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 00753)
Executive Directors: Registered Address:
Mr. Ma Chongxian (Chairman) 1st Floor-9th Floor 101 Building 1
Mr. Wang Mingyuan 30 Tianzhu Road Shunyi District Beijing, the PRC
Non-Executive Directors:
Mr. Feng Gang Mr. Patrick Healy
Principal Place of Business in Hong Kong:
Employee representative Director: 5th Floor, CNAC House 12 Tung Fai Road
Mr. Xiao Peng Hong Kong International Airport Hong Kong
Independent Non-Executive Directors:
Mr. Li Fushen Mr. He Yun Mr. Xu Junxin
Ms. Winnie Tam Wan-chi
11 September 2023
To the Shareholders
Dear Sirs or Madams,
(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(2) PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF SHAREHOLDERS'
MEETINGS AND
THE RULES AND PROCEDURES OF MEETINGS OF THE BOARD
(3) NOTICE OF EXTRAORDINARY GENERAL MEETING AND
(4) NOTICE OF H SHAREHOLDERS' CLASS MEETING
(1)
I. INTRODUCTION
Reference is made to the announcement of the Company dated 30 August 2023 in
relation to the proposed amendments to the Articles of Association, the Rules
and Procedures of Shareholders' Meetings and the Rules and Procedures of
Meetings of the Board.
II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Reference is made to the announcement of the Company dated 30 August 2023 in
relation to the proposed amendments to the articles of association.
On 14 February 2023, the State Council issued The Decision of the State
Council to
Repeal Certain Administrative Regulations and Documents 《(
國務院關於廢止部分行政法規和
文件的決定》), according to which The Special Regulations of the State
Council Regarding the
Issue of Shares Overseas and the Listing of Shares
Overseas by Companies Limited by Share
s（《國務院關於股份有限公司境外募集股份及上市的特別規定》)
(the " Special
Regulations") was repealed. On 17 February 2023, upon the approval by the
State Council, the China Securities Regulatory Commission (the
"CSRC") issued The Trial Administrative
Measures of Overseas Securities Offering and Listing by Domestic Companies
《( 境內企業境外
發行證券和上市管理試行辦法》), according to which The Mandatory
Provisions for Articles ofAssociation of Companies Listing Overseas
《( 到境外上市公司章程必備條款》) (the
"Mandatory Provisions") was repealed with effect from 31 March 2023. Following
the aforementioned newly implemented regulatory requirements, The Stock
Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") made amendments
to the Rules Governing the Listing of Securities on the Hong Kong Stock
Exchange (the "Hong Kong Listing Rules")
with effect from 1 August 2023. In addition, the CSRC and the Shanghai Stock
Exchange issued The Management Measures for Independent Directors of Listed
Companie（s 《上市公司獨立董事管理辦法》）and The Rules
Governing the Listing of Stocks on the Shanghai Stock Exchange
(Revised in August 2023) 《(
上海證券交易所股票上市規則（2023年8月修訂)》) in August
2023
successively. In light of the above-mentioned revision of rules, and combining
with the actual operation and management needs of the Company, the Company
proposed to amend the Articles of Association.
The main amendments include: (1) to delete relevant contents in relation to
the Mandatory Provisions in the Articles of Association, including the
relevant requirements of class meetings, and the arbitration provisions for
dispute resolutions; (2) to update and adjust the expressions involving the
repurchase of shares, the provision of financial assistance for acquiring the
shares of the Company, the qualifications and obligations of directors,
supervisors and senior officers, the definition of controlling shareholder and
the liquidation of the Company in the Articles of Association in accordance
with the relevant requirements under The Guidance
on the Articles of Association of Listed Companies 《(
上市公司章程指引》) issued by the CSRC;
(3) to make certain amendments in relation to the management of independent
directors and amend the relevant requirements on the independent directors'
appointment and the performance of duties; and (4) other compliance and
regulatory modifications.
The proposed amendments to the Articles of Association (including the removal
of the class meeting requirement from the Articles of Association following
the repeal of the Mandatory Provisions) will not compromise protection of the
Shareholders and will not have material impact on measures relating to the
Shareholders' protection, as H shares and A shares are regarded as the same
class of ordinary shares under the PRC laws, and the substantive rights
attached to these two types of shares (including voting rights, dividends and
asset allocation upon liquidation) are the same.
The full text of the proposed amendments to the Articles of Association is set
out in Appendix I to this circular.
The proposed amendments to the Articles of Association are subject to approval
by the Shareholders by way of a special resolution at the EGM, A Shareholders'
Class Meeting and H Shareholders' Class Meeting.
III. PROPOSED AMENDMENTS TO THE RULES AND PROCEDURES OF SHAREHOLDERS'
MEETINGS AND THE RULES AND PROCEDURES OF MEETINGS OF THE BOARD
On 30 August 2023, the Board also resolved to propose to the Shareholders
certain amendments to the Rules and Procedures of Shareholders' Meetings and
the Rules and Procedures of Meetings of the Board, so as to, among others,
align with the proposed amendments to the Articles of Association.
The details of the amendments to the Rules and Procedures of Shareholders'
Meetings and the Rules and Procedures of Meetings of the Board are set out in
Appendix II and III to this circular, respectively.
The proposed amendments to the Rules and Procedures of Shareholders' Meetings
are subject to approval by the Shareholders by way of a special resolution at
the EGM, H Shareholders' Class Meeting and A Shareholders' Class Meeting. The
proposed amendments to the Rules and Procedures of Meetings of the Board are
subject to approval by the Shareholders by way of a special resolution at the
EGM.
IV. EGM AND H SHAREHOLDERS' CLASS MEETING
The EGM of the Company will be held at 11:00 a.m. on Thursday, 26 October 2023
at The Conference Room C713, No. 30, Tianzhu Road, Airport Industrial Zone,
Shunyi District, Beijing, the PRC to consider and, if thought fit, to pass the
resolutions in relation to (i) the proposed amendments to the Articles of
Association; (ii) the proposed amendments to the Rules and Procedures of
Shareholders' Meetings; and (iii) the proposed amendments to the Rules and
Procedures of Meetings of the Board. A notice of EGM containing such
resolutions is set out in Appendix IV to this circular.
The H Shareholders' Class Meeting of the Company will be held at 11:00 a.m. on
Thursday, 26 October 2023 at The Conference Room C713, No. 30, Tianzhu Road,
Airport Industrial Zone, Shunyi District, Beijing, the PRC to consider and, if
thought fit, to pass the resolutions in relation to (i) the proposed
amendments to the articles of association; and (ii) the proposed amendments to
the rules and procedures of shareholders' meetings. A notice of H
Shareholders' Class Meeting containing such resolutions is set out in Appendix
V to this circular.
The H Share register of members of the Company will be closed from Friday, 20
October 2023 to Thursday, 26 October 2023 (both days inclusive), during which
period no transfer of H Shares of the Company will be registered. Any holders
of H Shares, whose names appear on the Company's register of members at the
close of business on Thursday, 19 October 2023, are entitled to attend and
vote at the EGM and the H Shareholders' Class Meeting after completing the
registration procedures for attending such meeting.
The form of proxy to be used at the EGM and the notice of attendance and form
of proxy to be used at the H Shareholders' Class Meeting are also enclosed
herein and published on the websites of the Hong Kong Stock Exchange
(www.hkexnews.hk) and the Company (http:// www.airchina.com.cn). Whether or
not you are able to attend the EGM/the H Shareholders' Class Meeting, you are
requested to complete and return the accompanying form of proxy in accordance
with the instructions printed thereon as soon as possible but in any event not
less than 24 hours before the time appointed for convening such meetings or
any adjournment thereof. Completion and return of the form of proxy will not
preclude you from attending and voting in person at the EGM/H Shareholders'
Class Meeting or any adjournment thereof should you so wish. If you are
eligible and intend to attend the H Shareholders' Class Meeting, you are
required to complete and return the notice of attendance in accordance with
the instructions printed thereon to the Company's H Share registrar,
Computershare Hong Kong Investor Services Limited, on or before Thursday, 5
October 2023.
V. RECOMMENDATIONS OF THE BOARD
The Board recommends the Shareholders to vote in favour of the resolutions
proposed at the EGM and/or the H Shareholders' Class Meeting respectively.
Beijing, the PRC
Set out below are the details of the proposed amendments to the Articles of
Association.
The revisions have been underlined (if applicable) for the convenience of
perusal.
Existing Articles of the Articles of Association (January 2023) Amended Articles
(Note: if no markup is shown, it means that no amendment has been made)
CHAPTER 1 GENERAL PROVISIONS
Article 1 Air China Limited (the "Company") is a joint stock limited company Article 1 Air China Limited (the "Company") is a joint stock limited company
established in accordance with the Company Law of the People's Republic of established in accordance with the Company Law of the People's Republic of
China (the "Company Law"), the State Council's Special Regulations Regarding China (the "Company Law"), the Securities Law of the People's Republic of
the Issue of Shares Overseas and the Listing of Shares Overseas by Companies China (the "Securities Law") the State Council's Special Regulations Regarding
Limited by Shares (the "Special Regulations") and other relevant laws and the Issue of Shares Overseas and the Listing of Shares Overseas by Companies
regulations of the State. Limite d b y Share s (th e "Special Regulations") and other relevant laws
and regulations of the State.
The Company was established by way of promotion with the approval of the
State- o w n e d A s s e t s S u p e r v i s i o n a n d Administration The Company was established by way of promotion with the approval of the
Commission of the State Council on 30 September 2004, as evidenced by the State- o w n e d A s s e t s S u p e r v i s i o n a n d Administration
approval document Guo Zi Gai Ge 2004 No. 872. It was registered with and has Commission of the State Council on 30 September 2004, as evidenced by the
obtained a business licence from the State Administration for Industry & approval document Guo Zi Gai Ge 2004 No. 872. It was registered with and has
Commerce of the People's Republic of China. obtained a business licence from the State Administration for Industry &
Commerce of the People's Republic of China.
The promoters of the Company are: China National Aviation Holding Corporation
Limited and China National Aviation Corporation (Group) Limited (registered in The promoters of the Company are: China National Aviation Holding Corporation
Hong Kong Special Administration Region). Limited and China National Aviation Corporation (Group) Limited
(registered in
Hong Kong Special Administration Region).
Existing Articles of the Articles of Association (January 2023) Amended Articles
(Note: if no markup is shown, it means that no amendment has been made)
Article 6 In accordance with the provisions of the Company Law, the Special Article 6 In accordance with the provisions of the Company Law, th e Special
Regulations and the Mandatory Provisions for Articles of Association of Regulations and the Mandatory Provisions for Articles of Association of
Companies Listing Overseas (the "Mandatory Provisions"), the Guidance on the Companies Listin g Oversea s (th e "Mandatory Provisions"), the Securities
Articles of Association of Listed Companies (the "Guidance"), the Standards on Law, the Guidance on the Articles of Association of Listed Companies (the
Corporate Governance for Listed Companies (the "CG Standards") and other PRC "Guidance"), the Standards on Corporate Governance for Listed Companies (the
laws and administrative regulations and departmental rules, the Company "CG Standards"), the Rules Governing the Listing of Stocks on the Shanghai
amended the original Articles of Association of the Company (the "Original Stock Exchange, the Rules Governing the Listing of Securities on The Stock
Articles of Association") and adopted these Articles of Association (the Exchange of Hong Kong Limited (the "Hong Kong Listing Rules") and other PRC
"Articles of Association" or "these Articles of Association"). laws and administrative regulations and departmental rules, the Company
amended the original Articles of Association of the Company (the "Original
Articles of Association") and adopted these Articles of Association (the
"Articles of Association" or "these Articles of Association").
These Articles of Association shall take effect after being adopted by a
special resolution at the Company's general meeting and upon approval of the
companies approving department authorized by the State Council. After these
Articles of Association come into effect, the Original Articles of Association These Articles of Association shall take effect after being adopted by a
shall be superseded by these Articles of Association. special resolutio n a t th e Company' s general meetin g an d upo n approva
l o f the companies approving department authorized by the State Council.
After these Articles of Association come into effect, the Original Articles of
Association shall be superseded
by these Articles of Association.
Article 8 The Articles of Association are binding on the Company and its Article 8 The Articles of Association are binding on the Company and its
shareholders, members of the Party shareholders, member s o f th e Party
Committee, directors, supervisors, president, Committee, directors, supervisors, president,
Existing Articles of the Articles of Association (January 2023) Amended Articles
(Note: if no markup is shown, it means that no amendment has been made)
vice presidents and other senior officers; all of whom may, according to the vice presidents and other senior officers; all of whom may, according to the
Company's Articles of Association, assert their rights in respect of the Company's Articles of Association, assert their rights in respect of the
affairs of the Company. affairs of the Company.
Subject to chapter 23 of these Articles of Association, a shareholder may take Subject to chapter 23 of these Articles of Association, a A shareholder may
action against the Company pursuant to the Company's Articles of Association. take action against the Company pursuant to the Company's Articles of
The Company may take action against a shareholder, directors, supervisors, Association. The Company may take action against a shareholder, directors,
president, vice presidents and other senior officers of the Company pursuant supervisors, president, vice presidents and other senior officers of the
to the Company's Articles of Association. A shareholder may also take action Company pursuant to the Company's Articles of Association. A shareholder may
against another shareholder, and may take action against the directors, also take action against another shareholder, and may take action against the
supervisors, president, vice presidents and other senior officers of the directors, supervisors, president, vice presidents and other senior officers
Company pursuant to the Company's Articles of Association. of the Company pursuant to the Company's Articles of Association.
The actions referred to in the preceding paragraph include court proceedings The actions referred to in the preceding paragraph include court proceedings
and arbitration proceedings. and arbitration proceedings.
The "other senior officers" referred to in these Articles of Association mean The "other senior officers" referred to in these Articles of Association mean
the board secretary, chief accountant, chief pilot, general legal counsel and the board secretary, chief accountant, chief pilot, general legal counsel and
other senior officers appointed by the board of directors other senior officers appointed by the board of directors
of the Company. of the Company.
Article 9 The Company may invest in other enterprises; provided that unless Article 9 The Company may invest in other enterprises; provided that unless
otherwise provided by law, the Company shall not act as a capital contributor otherwise provided by laws, regulations and other regulatory documents,
which assumes joint the Company shall
not act as a capital contributor which
Existing Articles of the Articles of Association (January 2023) Amended Articles
(Note: if no markup is shown, it means that no amendment has been made)
and several liabilities of the enterprises it invested in. assumes joint and several liabilities of the enterprises it invested in.
Article 10 Subject to compliance with PRC laws and regulations, the Company Article 10 Subject to compliance with PRC laws and regulations, the Company
shall have the right to raise funds or to obtain loans, including (but not shall have the right to raise funds or to obtain loans, including (but not
limited to) issuing company bonds, and have the right to charge limited to) issuing company bonds, and have the right to charge
or pledge its assets. or pledge its assets.
CHAPTER 3 SHARES AND REGISTERED CAPITAL
Article 15 There shall, at all times, be ordinary shares in the Company. Article 15 Article 14 There shall, at all times, be ordinary shares in the
Subject to the approval of the companies approving department authorized by Company. Subject to the approval of the companies approving department
the State Council, the Company may, according to its requirements, create authorized by the State Council, the Company may, according to its
different classes of requirements, create different classes of
shares. shares.
Article 17 Subject to the approval of the authority in charge of securities of Article 17Article 16 Subject to the approval of the authority in charge of
the State Council, the Company may issue shares to Domestic Investors and securities of the State Council, the The Company may issue shares to Domestic
Foreign Investors. Investors and Foreign Investors according to the laws, and shall fil e wit h
th e securitie s regulatory authority of the State Council according to the
requirements.
"Foreign Investors" referred to in the previous paragraph mean those investors
who subscribe for the shares issued by the Company and who are located in
foreign countries and in the regions of Hong Kong, Macau and Taiwan. "Domestic "Foreign Investors" referred to in the previous paragraph mean those investors
Investors" mean those investors who subscribe for the shares issued by the who subscribe for the shares issued by the Company and who are located in
Company and who are located within the territory of the PRC. foreign countries and in the regions of Hong Kong, Macau and Taiwan. "Domestic
Investors" mean those investors who subscribe for the shares issued by the
Company and who are
located within the territory of the PRC.
Existing Articles of the Articles of Association (January 2023) Amended Articles
(Note: if no markup is shown, it means that no amendment has been made)
Article 20 Upon the approval of the companies approving department authorized Article 20Article 19 Upon the approval of the companie s approving
by the State Council, the Company issued 6,500,000,000 ordinary shares to the department authorized by the State Council, the Company issued 6,500,000,000
promoters at the time when the Company was established. At the time of ordinary shares to the promoters at the time when the Company was established.
establishment, the capital contribution of the promoters of the Company was as At the time of establishment, the capital contribution of the promoters of the
follows: Company was as follows:
… …
Article 21 The Company shall issue additional 2,933,210,909 ordinary shares Article 21Article 20 As approved by the competence authorities, the changes in
after its incorporation, and the promoters of the Company shall sell the share capital of the Company were as follows:
293,321,091 ordinary shares, all of which are H Shares.
The Company shall issue additional 2,933,210,909 ordinary shares after its
The share capital structure of the Company after the issue and sale referred incorporation, and the promoters of the Company shall sell 293,321,091
to in the previous paragraph shall be as follows: the Company has a total of ordinary shares, all of which are H Shares.
9,433,210,909 ordinary shares in issue, of which China National Aviation
Holding Corporation Limited holds 4,826,195,989 Domestic Shares, representing
approximately 51.16% of the Company's total share capital; China National
Aviation Corporation (Group) Limited holds 1,380,482,920 Foreign Shares, The share capital structure of the Company after the issue and sale referred
representing approximately 14.64% of the Company's total share capital; other to in the previous paragraph shall be as follows: the Company has a total of
holders of the H Shares hold 3,226,532,000 shares, representing approximately 9,433,210,909 ordinary shares in issue, of which China National Aviation
34.20% of the Company's total share capital. Holding Corporation Limited holds 4,826,195,989 Domestic Shares,
representing approximately 51.16% of the Company's total share capital; China
National Aviation Corporation (Group) Limited holds 1,380,482,920
Foreign Shares, representing approximately 14.64% of the Company's
Upon completion of the offering of the H Shares set forth above and total share capital; other
subject to the
holders of the H Shares hold 3,226,532,000
Existing Articles of the Articles of Association (January 2023) Amended Articles
(Note: if no markup is shown, it means that no amendment has been made)
approval in form of a special resolution adopted at the shareholders' general shares, representing approximately 34.20% of the Company's total share
meeting, the general meeting for holders of the domestic shares and the capital.
general meeting for holders of the foreign shares, as approved by the
approving authority authorised by the State Council, the Company has issued
1,639,000,000 A shares in 2006. China National Aviation Holding Corporation
Limited, a shareholder of the Company, also increased its shareholding in the Upon completion of the offering of the H Shares set forth above and subject to
Company to a total amount of 122,870,578 shares pursuant to its undertakings the approval in form of a special resolution adopted at the shareholders'
made to China Securities Regulatory Commission (the "CSRC"). The share capital general meeting, the general meeting for holders of the domestic shares and
structure of the Company after the said capital increase and the said increase the general meeting for holders of the foreign shares, as approved by the
in shareholding of the shareholder shall be as follows: approving authority authorised by the State Council, the Company has issued
1,639,000,000 A shares in 2006. China National Aviation Holding Corporation
Limited, a shareholder of the Company, also increased its shareholding in
the Company to a total amount of 122,870,578 shares pursuant to its
the Company has a total of 11,072,210,909 ordinary shares in issue, of which undertakings made to China Securities Regulatory Commission (the "CSRC"). The
China National Aviation Holding Corporation Limited holds 4,949,066,567 A share capital structure of the Company after the said capital increas e an d
Shares, representing approximately 44.70% of the Company's total share th e sai d increas e in shareholding of the shareholder shall be as follows:
capital; China National Aviation Corporation (Group) Limited holds
1,380,482,920 A Shares, representing approximately 12.47% of the Company's
total share capital; other holders of A Shares hold 1,516,129,422 shares,
representing approximately 13.69% of the Company's total share capital; the Company has a total of 11,072,210,909 ordinary shares in issue, of which
holders of H Shares hold 3,226,532,000 shares, representing approximately China National Aviation Holding Corporation Limited holds 4,949,066,567 A
29.14% of the Shares, representing approximately 44.70% of the Company' s total share
capital; China National Aviation Corporation (Group) Limited holds
Company's total share capital. 1,380,482,920 A Shares, representing approximately 12.47% of the Company's
total share capital; other holders
of A Shares hold 1,516,129,422 shares,
Existing Articles of the Articles of Association (January 2023) Amended Articles
(Note: if no markup is shown, it means that no amendment has been made)
Upon the completion of the issuance of A shares and subject to the approval representing approximately 13.69% of the Company's total share capital;
after verification by competent examination and approval departments holders of H Share s hol d 3,226,532,00 0 shares, representing approximately
authorized by the State Council, the Company has issued 1,179,151,364 H Shares 29.14% of the Company's total share capital.
to Cathay Pacific Airways Limited, a shareholder of the Company, in 2006.
Upon the completion of the issuance of A shares and subject to the approval
Upon the completion of the said additional issuance of H Shares, as approved after verification by competent examination and approval departments
by the approving authority authorised by the State Council, the Company has authorized by the State Council , the Company has issued 1,179,151,364 H
issued 483,592,400 new A Shares on a non-public issue basis and 157,000,000 Shares to Cathay Pacific Airways Limited, a shareholder of the Company, in
new H Shares to China National Aviation Corporation (Group) Limited, a 2006.
shareholder of the Company, on a non-public issue basis in the year of 2010.
Upon the completion of the said additional issuance of H Shares, as approved
Upon the completion of the aforesaid non- public issue of A Shares and H by the approving authority authorised by the State Council, the Company has
Shares, as approved by the approving authority authorised by the State issued 483,592,400 new A Shares on a non-public issue basis and 157,000,000
Council, the Company has issued 192,796,331 new A Shares to China National new H Shares to China National Aviation Corporation (Group) Limited, a
Aviation Holding Corporation Limited, a shareholder of the Company, on a shareholder of the Company, on a non-public issue basis in the year of 2010.
non-public issue basis in the year of 2013.
Upon the completion of the aforesaid non- public issue of A Shares and H
Upon the completion of the aforesaid non- public issue of A Shares, as Shares, as approved by the approving authority authorised by the State
approved by the approving authority authorised by the State Council, the Council, the Company has issued 192,796,331 new A Shares to China National
Company has issued 1,440,064,181 A Shares on a non-public Aviation Holding Corporation Limited, a shareholder of the Company, on a
non-public issue basis in the year of 2013.
issue basis in the year of 2017.
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Upon the completion of the aforesaid non- public issue of A Shares, as Upon the completion of the aforesaid non- public issue of A Shares, as
approved by the approving authority authorised by the State Council, the approved by the approving authority authorised by the State Council , the
Company has issued 1,675,977,653 A Shares on a non-public issuance basis in Company has issued 1,440,064,181 A Shares on a non-public issue basis in the
the year of 2023. year of 2017.
The present share capital structure of the Company is as follows: the Company Upon the completion of the aforesaid non- public issue of A Shares, as
has a total of 16,200,792,838 ordinary shares in issue, of which approved by the approving authority authorised by the State Council , the
11,638,109,474 shares are held by holders of A Shares, representing Company has issued 1,675,977,653 A Shares on a non-public issuance basis in
approximately 71.84% of the Company's total share capital, and 4,562,683,364 the year of 2023.
shares are held by holders of H Shares, representing approximately 28.16% of
the Company's total share capital.
The present share capital structure of the Company is as follows: the Company
has a total of 16,200,792,838 ordinary shares in issue, of which
11,638,109,474 shares are held by holders of A Shares, representing
approximately 71.84% of the Company's total share capital, and 4,562,683,364
shares are held by holders of H Shares, representing approximately 28.16%
of the Company's
total share capital.
Article 22 The Company's board of directors may take all necessary action for Article 22 The Company's board of directors may take all necessary action for
the issuance of Overseas-Listed Foreign Shares and A Shares after proposals the issuance of Overseas-Listed Foreign Shares and A Shares after proposals
for issuance of the same have been approved by the securities authority of the for issuance of the same have been approved by the securities authority of
State Council. the State Council.
The Company may implement its proposal to issue Overseas-Listed Foreign Shares The Company may implement its proposal to issue Overseas-Listed Foreign Shares
and A Shares pursuant to the preceding paragraph within fifteen (15) months and A Shares pursuant to the preceding paragraph within fifteen (15) months
from the date of from the date of
approval by the CSRC. approval by the CSRC.
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Article 23 Where the total number of shares stated in the proposal for the Article 23 Where the total number of shares stated in the proposal for the
issuance of shares includes Overseas-Listed Foreign Shares and A Shares, such issuance of shares includes Overseas-Listed Foreign Shares and A Shares, such
shares shall be fully subscribed for at their respective offerings. If the shares shall be fully subscribed for at their respective offerings. If the
shares cannot be fully subscribed for all at once due to special shares cannot be fully subscribed for all at once due to special
circumstances, the shares may, subject to the approval of the circumstances, the shares may, subject to the approval of the
securities authority of the securities authority of the
State Council, be issued in separate tranches. State Council, be issued in separate tranches.
Article 22 The Company or the Company's subsidiaries (including the Company's
affiliated enterprises) shall not provide any assistance in the form of
donates, advances, guarantees, compensation or loans to persons who acquire or
intend to
acquire the shares of the Company.
CHAPTER 4 REDUCTION OF CAPITAL AND REPURCHASE OF SHARES CHAPTER 4 REDUCTION OF CAPITAL AN D REPURCHAS E O F SHARES I N C R E A
S E , D E C R E A S E A N D REPURCHASE OF SHARES
Article 25 The Company may, based on its operating and development needs, Article 25Article 23 The Company may, based on its operating and development
authorize the increase of its capital pursuant to the Articles of Association. needs, authorize the increase of its capital pursuant to the Articles of
Association.
The Company may increase its capital in the following ways:
The Company may increase its capital in the following ways:
(1) by public offering of shares;
(1) by public offering of shares;
(2) by non-public offering of shares;
(2) by non-public offering of shares;
(3) by issuing bonus shares to its existing shareholders;
(3) by issuing bonus shares to its existing shareholders;
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(4) by converting the common reserve into share capital; (4) by converting the common reserve into share capital;
(5) by any other means which is prescribed by law and administrative (5) by any other means which is prescribed by law and administrative
regulations and approved by the CSRC. regulations and approved by the securities regulatory authority of the State
CouncilCSRC.
After the Company's increase of capital has been approved in accordance with
the provisions of the Articles of Association, the issuance thereof should be After the Company's increase of capital has been approved in accordance with
made in accordance with the procedures set out in the relevant State laws and the provisions of the Articles of Association, the issuance thereof should be
administrative regulations. made in accordance with the procedures set out in the relevant State
laws and administrative
regulations.
Article 26 Except as provided for by other provisions of law and Article 26 Except as provided for by other provisions of law and
administrative regulations, shares of the Company may be freely transferred administrative regulations, shares of the Company may be freely transferred
without any lien attached. without any lien attached.
Article 29 The Company may, in accordance with the procedures set out in the Article 29 Article 26 The Company shall not acquire shares of the Company.
Company's Articles of Association and with the approval of the relevant However, except in one of the following circumstances: The Company may, in
governing authority of the State, repurchase its issued shares under the accordance with the procedures set out in the Company's Articles of
following circumstances: Association and with the approval of the relevant governing authority of the
State, repurchase its issued shares under the following circumstances:
(1) reducing its registered capital;
(1) reducing its registered capital;
(2) merging with another company that holds shares in the Company;
(2) merging with another company that holds shares in the Company;
(3) using the shares for the employee share ownership plan or as share
incentive; (3) using the shares for the employee share ownership plan or as share
incentive;
(4) acquiring as requested the shares of shareholders who
vote against any
Existing Articles of the Articles of Association (January 2023) Amended Articles
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resolution on the merger or demerger of the Company adopted at a shareholders' (4) acquiring as requested the shares of shareholders who vote against any
general meeting; resolution on the merger or demerger of the Company adopted at a shareholders'
general meeting;
(5) using the shares for the conversion of the corporate bonds issued by the
listed company which are convertible into shares; (5) using the shares for the conversion of the corporate bonds issued by the
listed company which are convertible into shares;
(6) necessary for safeguarding the value of the Company and the
shareholders' interests; (6) necessary for safeguarding the value of the Company and the
shareholders' interests;
(7) other circumstances permitted by laws and administrative regulations.
(7) other circumstances permitted by laws and administrative regulations.
Save as the aforesaid circumstances, the Company shall not conduct activities
of dealing in its shares. Save as the aforesaid circumstances, the Company shall not conduct activities
of dealing in its shares.
The Company's repurchase of its issued shares shall comply with the provisions
of Article 30 to Article 33 of these Articles of Association. The Company's repurchase of its issued shares shall comply with the provisions
of Article 30 to Article 33 Article 27 to Article 28of these Articles of
Association.
Article 30 The Company may repurchase shares in one of the following ways, Article 30 Article 27 The Company may acquire the shares of the Company by way
with the approval of the relevant governing authority of the State: of open and centralized trading, or by other means approved by the laws and
regulations and the securities regulatory authority of the State Council. 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 a general offer for the repurchase of shares to all its
shareholders on a pro rata basis;
(1) by making a general offer for the repurchase of shares to all its
shareholders
(2) by repurchasing shares through public dealing on a stock exchange;
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(3) by repurchasing shares outside of the stock exchange by means of an on a pro rata basis;
agreement;
(2) by repurchasing shares through public dealing on a stock exchange;
(4) by any other mean which is permitted by law and administrative
regulations and by the authority in charge of securities of the State Council.
(3) by repurchasing shares outside of the stock exchange by means of an
agreement;
The repurchase of the shares of the Company arising from the circumstances
provided under items (3), (5) and (6) of the first paragraph of Article 29 of
these Articles of Association shall be carried out by way of open and
centralized trading. (4) by any other mean which is permitted by law and administrative
regulations and by the authority in charge of securities of the State Council.
The repurchase of the shares of the Company arising from the circumstances
provided under items (3), (5) and (6) of the first paragraph of Article 2926of
these Articles of Association shall be carried out by way of
open and centralized trading.
Article 31 The Company must obtain the prior approval of the shareholders in a Article 31 The Company must obtain the prior approval of the shareholders in a
general meeting, in accordance with the Articles of Association of the general meeting, in accordance with the Articles of Association of the
Company, before it may repurchase shares outside of the stock exchange by Company, before it may repurchase shares outside of the stock exchange by
means of an agreement. The Company may, by obtaining the prior approval of the means of an agreement. The Company may, by obtaining the prior approval of
shareholders in a general meeting (in the same manner), release, vary or waive the shareholders in a general meeting (in the same manner), release, vary or
its rights under an agreement which has been entered into in the manner set waive its rights under an agreement which has been entered into in the manner
out above. set out above.
An agreement for the repurchase of shares referred to in the preceding An agreement for the repurchase of shares referred to in the preceding
paragraph includes (but is not limited to) an paragraph include s (bu t i s no t limite d to ) an
agreement to become liable to repurchase agreement to become liable to repurchase
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shares or an agreement to have the right to repurchase shares. shares or an agreement to have the right to repurchase shares.
The Company may not assign an agreement for the repurchase of its shares or The Company may not assign an agreement for the repurchase of its shares or
any right contained in such an agreement. any right contained in such an agreement.
Article 33 Unless the Company is in the course of liquidation, it must comply Article 33 Unless the Company is in the course of liquidation, it must comply
with the following provisions in relation to repurchase of its issued shares: with the following provisions in relation to repurchase of its issued shares:
(1) where the Company repurchases shares at par value, payment shall be made (1) where the Company repurchases shares at par value, payment shall be made
out of the book balance of distributable profits of the Company or out of out of the book balance of distributable profits of the Company or out of
proceeds of a new issue of shares made for that purpose; proceeds of a new issue of shares made for that purpose;
(2) where the Company repurchases shares of the Company at a premium to its (2) where the Company repurchases shares of the Company at a premium to its
par value, payment up to the par value may be made out of the book balance of par value, payment up to the par value may be made out of the book balance of
distributable profits of the Company or out of the proceeds of a new issue of distributable profits of the Company or out of the proceeds of a new issue of
shares made for that purpose. Payment of the portion in excess of the par shares made for that purpose. Payment of the portion in excess of the par
value shall be effected as follows: value shall be effected as follows:
(i) if the shares being repurchased were issued at par value, payment (i) if the shares being repurchased were issued at par value, payment
shall be made out of the book balance of distributable profits of the Company; shall be made out of the book balance of distributable profits of the Company;
(ii) if the shares being repurchased were issued at a premium to its par (ii) if the shares being repurchased were issued at a premium to its par
value, payment shall be made out of the book balance of distributable profits value, payment shall be made out of the book balance of distributable profits
of the Company or out of the Company or out
of the proceeds of a new issue of shares of the proceeds of a new issue of shares
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made for that purpose, provided that the amount paid out of the proceeds of made for that purpose, provided that the amount paid out of the proceeds of
the new issue shall not exceed the aggregate amount of premiums received by the new issue shall not exceed the aggregate amount of premiums received by
the Company on the issue of the shares repurchased nor shall it exceed the the Company on the issue of the shares repurchased nor shall it exceed the
book value of the Company's capital common reserve fund account (including the book value of the Company's capital common reserve fund account (including
premiums on the new issue) at the time of the repurchase; the premiums on the new issue) at the time of the repurchase;
(3) the Company shall make the following payments out of the Company's (3) the Company shall make the following payments out of the Company's
distributable profits: distributable profits:
(i) payment for the acquisition of the right to repurchase its own shares; (i) payment for the acquisition of the right to repurchase its own shares;
(ii) payment for variation of any contract for the repurchase of its shares; (ii) payment for variation of any contract for the repurchase of its shares;
(iii) payment for the release of its obligation(s) under the contract (iii) paymen t fo r th e releas e o f its obligation(s) under the
for the repurchase of its shares; contract for the repurchase of its shares;
(4) after the Company's registered capital has been reduced by the aggregate (4) after the Company's registered capital has been reduced by the aggregate
par value of the cancelled shares in accordance with the relevant provisions, par value of the cancelled shares in accordance with the relevant provisions,
the amount deducted from the distributable profits of the Company for payment the amount deducted from the distributable profits of the Company for payment
of the par value of shares which have been repurchased shall be transferred to of the par value of shares which have been repurchased shall be transferred to
the Company's capital common reserve fund the Company's capital common reserve fund
account. account.
CHAPTER 5 FINANCIAL ASSISTANCE FOR THE ACQUISITION OF SHARES CHAPTER 5 FINANCIAL ASSISTANCE FOR THE ACQUISITION OF SHARES
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Article 34 The Company or its subsidiaries shall not, at any time, provide any Article 34 The Company or its subsidiaries shall not, at any time, provide any
form of financial assistance to a person who is acquiring or is proposing to form of financial assistance to a person who is acquiring or is proposing to
acquire shares in the Company. This includes any person who directly or acquire shares in the Company. This includes any person who directly or
indirectly incurs any obligations as a result of the acquisition of shares in indirectly incurs any obligations as a result of the acquisition of shares
the Company (the "Obligor"). in the Company (the "Obligor").
The Company or its subsidiaries shall not, at any time, provide any form of The Company or its subsidiaries shall not, at any time, provide any form of
financial assistance to the Obligor for the purposes of reducing or financial assistance to the Obligor for the purposes of reducing or
discharging the obligations assumed by such Obligor. discharging the obligations assumed by such Obligor.
This Article shall not apply to the circumstances specified in Article 36 of Thi s Articl e shal l no t appl y t o the circumstances specified in Article
these Articles of Association. 36 of these Articles of Association.
Article 35 For the purposes of this Chapter, "financial assistance" includes Article 35 For the purposes of this Chapter, "financial assistance" includes
(without limitation) the following: (without limitation) the following:
(1) gift; (1) gift;
(2) guarantee (including the assumption of liability by the guarantor or the (2) guarantee (including the assumption of liability by the guarantor or the
provision of assets by the guarantor to secure the performance of obligations provision of assets by the guarantor to secure the performance of
by the Obligor), indemnity (other than indemnity in respect of the Company's obligations by the Obligor), indemnity (other than indemnity in respect of the
own default) or release or waiver of any rights; Company's own default) or release or waiver of any rights;
(3) provision of loan, or any other agreement under which the obligations of (3) provision of loan, or any other agreement under which the obligations of
the Company are to be fulfilled before the obligations of the Company are to be fulfilled before the obligations of
another party, or the change in parties to, or another party, or the change in parties to, or
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the assignment of rights under, such loan or agreement; the assignment of rights under, such loan or agreement;
(4) any other form of financial assistance given by the Company when 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 Company is insolvent or has no net assets or when its net assets would thereby
be reduced to a material extent. be reduced to a material extent.
For the purposes of this Chapter, "assumption of obligations" includes the Fo r th e purpose s o f thi s Chapter, "assumption of obligations" includes
assumption of obligations by way of contract or by way of arrangement the assumption of obligations by way of contrac t o r b y wa y o f
(irrespective of whether such contract or arrangement is enforceable or not arrangement (irrespective of whether such contract or arrangement is
and irrespective of whether such obligation is to be borne solely by the enforceable or not and irrespective of whether such obligation is to be borne
Obligor or jointly with other persons) or by any other means which solely by the Obligor or jointly with other persons) or by any other means
which
results in a change in his financial position.
results in a change in his financial position.
Article 36 The following actions shall not be deemed to be activities Article 36 The following actions shall not be deemed to be activities
prohibited by Article 34 of these Articles of Association: prohibited by Article 34 of these Articles of Association:
(1) the provision of financial assistance by the Company where the financial (1) the provision of financial assistance by the Company where the financial
assistance is given in the interests of the Company, and the principal purpose assistance is given 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 of which is not for the acquisition of shares in the Company, or the giving of
the financial assistance is an incidental part of some larger purpose of the the financial assistance is an incidental part of some larger purpose of the
Company; Company;
(2) the lawful distribution of the Company's assets by way of dividend; (2) the lawful distribution of the Company's assets by way of dividend;
(3) the allotment of bonus shares as dividends; (3) the allotment of bonus shares as dividends;
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(4) a reduction of registered capital, a repurchase of shares of the (4) a reduction of registered capital, a repurchase of shares of the
Company or a reorganisation of the share capital structure of the Company Company or a reorganisation of the share capital structure of the Company
effected in accordance with the Articles of Association; effected in accordance with the Articles of Association;
(5) the lending of money by the Company within its scope of business and in (5) the lending of money by the Company within its scope of business and in
the ordinary course of its business, where the lending of money is part of the the ordinary course of its business, where the lending of money is part of the
scope of business of the Company (provided that the net assets of the Company 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 are not thereby reduced or that, to the extent that the assets are thereby
reduced, the financial assistance is provided out of distributable profits of reduced, the financial assistance is provided out of distributable profits of
the Company); the Company);
(6) contributions made by the Company to employee share ownership schemes (6) contributions made by the Company to employe e shar e ownershi p schemes
(provided that the net assets of the Company are not thereby reduced or that, (provided that the net assets of the Company are not thereby reduced or
to the extent that the assets are thereby reduced, the financial assistance is that, to the extent that the assets are thereby reduced, the financial
provided assistance is provided out of
out of distributable profits of the Company). distributable profits of the Company).
CHAPTER 5 SHARE TRANSFER
Article 29 Unless otherwise provided in laws, regulations and other regulatory
documents, the shares of the Company shall be transferrable in accordance with
laws without any lien attached.
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Article 30 The Company shall not accept any pledge being created
over its own
shares.
Article 31 The shares of the Company held by the promoters shall not be
transferred withi n on e yea r fro m th e dat e of establishment of the
Company. The shares issued before the Company's public offering of shares
shall not be transferred within one year from the date on which the shares of
the Company are listed and traded on a stock exchange.
The directors, supervisors and senior officers of the Company shall report to
the Company the shares of the Company held by him/her and the changes thereof.
During the term of his/her office, the shares transferred by him/her each year
shall not exceed 25% of the total shares of the Company that he/she holds. The
shares of the Company held by the aforesaid persons shall not be transferred
within one year from the date on which the shares of the Company are listed
and traded on a stock exchange. The aforesaid persons shall not transfer the
shares of the Company that he/she holds within half a
year after leaving his/her office.
Article 32 Should a shareholder, director, supervisor or senior officer
holding 5% or more of the Company's shares sells his/her shares in the Company
or other securities of equity nature within six months from the date of
purchase of the same, or
repurchase the shares within six months
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from the date of selling the same, the profits derived from such activities
shall be vested in the Company. The board of directors of the Company shall
recover from the aforementioned parties the gains derive d therefrom , excep t
wher e a securities company holding 5% or more of the shares as a result of
its purchase of remaining shares after sold under an underwriting obligation,
and otherwise required by the securities regulatory authority of the State
Council.
Shares or other securities of equity nature held by directors, supervisors,
senior officers and natural person shareholders referred to in the preceding
paragraph include shares or other securities of equity nature held by their
spouses, parents, children and under accounts of other persons.
Should the Company's board of directors not comply with the provision set
forth in the first paragraph of this Article and act accordingly, the
shareholders shall have the right to request the board of directors to duly
act in accordance with the same within 30 days. Should the Company's board of
directors not act in accordance with the same within the aforementioned
period, the shareholders shall have the right to initiate proceedings at a
People's Court directly in his/her own name for the
interests of the Company.
Existing Articles of the Articles of Association (January 2023) Amended Articles
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Should the Company's board of directors not comply with the provision set out
in the first paragraph of this Article and act accordingly, the responsible
directors shall assume joint liabilities in accordance with
the laws.
CHAPTER 6 SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS
Article 37 Share certificates of the Company shall be in registered form. Article 37 Article 33 Share certificates of the Company shall be in registered
form.
The share certificate of the Company shall contain the following main
particulars: The share certificate of the Company shall contain the following main
particulars:
(1) the name of the Company;
(1) the name of the Company;
(2) the date of registration and incorporation of the Company;
(2) the date of registration and incorporation of the Company;
(3) the class of shares, par value and number of shares it represents;
(3) the class of shares, par value and number of shares it represents;
(4) the share certificate number;
(4) the share certificate number;
(5) other matters required to be stated therein by the Company Law, Special
Regulations and the stock exchange(s) on which the Company's shares are (5) other matters required to be stated therein by the Company Law, Special
listed. Regulations and the stock exchange(s) on which the Company's shares are
listed.
Article 38 Share certificates of the Company may be assigned, given as a gift, Article 38Article 34 Share certificates of the Company may be assigned, given
inherited or charged in accordance with relevant provisions of laws, as a gift, inherited or pledgedcharged in accordance with relevant provisions
administrative regulations and these Articles of Association. of laws, administrative regulations and these Articles of Association. For
assignment and transfer o f shar e certificates, and relevant
registration shall be carried out with the
For assignment and transfer of share certificates, relevant registration shall
be
Existing Articles of the Articles of Association (January 2023) Amended Articles
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carried out with the share registration institution authorized by the Company. share registration institution authorized by the Company.
Article 40 The Company shall not accept any pledge being created over its own Article 40 The Company shall not accept any pledge being created over its own
shares. shares.
Article 41 During their terms of office, directors, supervisors, president, Article 41 During their terms of office, directors, supervisors, president,
vice presidents and other senior officers shall report periodically to the vice presidents and other senior officers shall report periodically to the
Company their shareholdings in the Company and the change of such Company their shareholdings in the Company and the change of such
shareholdings. The transfer of shares by such personnel shall be conducted in shareholdings. The transfer of shares by such personnel shall be conducted
accordance with the law, regulations and/or relevant provisions of the in accordance with the law, regulations and/or relevant provisions of the
Listing Rules. Listing Rules.
Article 42 Should the Company's directors, supervisors, president, vice Article 42 Should the Company's directors, supervisors, president, vice
president, other senior management personnel and shareholders holding more president, other senio r managemen t personne l and shareholders holding
than 5% of the Company's shares sell their shares in the Company within 6 more than 5% of the Company's shares sell their shares in the Company within 6
months from the date of purchase of the same, or repurchase the Company's months from the date of purchase of the same, or repurchase the Company's
shares within 6 months from the date of selling the same, the profits derived shares within 6 months from the date of selling the same, the profits derived
from such activities shall be vested in the Company. The Company's Board of from such activities shall be vested in the Company . Th e Company' s Boar d
Directors shall recover from the aforementioned parties the gains derived of Director s shal l recove r fro m the aforementioned parties the gains
therefrom, except that the six-month time limit with respect to the sale of derived therefrom, except that the six-month time limit with respect to the
such shares shall not apply to any holding 5% or more of the shares of the sale of such shares shall not apply to any holding 5% or more of the shares of
Company by any securities company as a result of its purchase of remaining the Company by any securities company as a result of its purchase of remaining
shares sold under an shares sold under an underwriting
underwriting obligation. obligation.
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Should the Company's Board of Directors not comply with the provision set Should the Company's Board of Directors not comply with the provision set
forth in the preceding paragraph and act accordingly, the shareholders shall forth in the preceding paragraph and act accordingly, the shareholders shall
have the right to request the Board of Directors to duly act in accordance have the right to request the Board of Directors to duly act in accordance
with the same within 30 days. Should the Company's Board of Directors not act with the same within 30 days. Should the Company's Board of Directors not act
in accordance with the same within the aforementioned period, the shareholders in accordance with the same within the aforementioned period, the shareholders
shall have the right to initiate proceedings at a People's Court directly in shall have the right to initiate proceedings at a People's Court directly in
his/her own name for the interests of the Company. his/her own name for the interests of the Company.
Should the Company's Board of Directors not comply with the provision set Should the Company's Board of Directors not comply with the provision set
forth in the first paragraph and act accordingly, the responsible forth in the first paragraph and act accordingly, the responsible
Directors shall assume joint Directors shall assume joint
liability in accordance with the law. liability in accordance with the law.
Article 49 When the Company intends to convene a shareholders' general Article 49 When the Company intends to convene a shareholders' general
meeting, distribute dividends, liquidate and engage in other activities that meeting, distribute dividends, liquidate and engage in other activities that
involve determination of shareholding, the board of directors or the convener involve determination of shareholding, the board of directors or the convener
of the shareholders' general meeting shall decide on a date for the record of of the shareholders' general meeting shall decide on a date for the record
shareholding. Shareholders whose names are registered on the share register of shareholding. Shareholders whose names are registered on the share register
after the closing of the market on such date shall be the Company's after the closing of the market on such date shall be the Company's
shareholders with the entitlement to the relevant rights. Should the Articles shareholders with the entitlement to the relevant rights. Should the Articles
of Association have contrary requirements, the Company shall comply of Association have contrary requirements, the Company shall comply
with such requirements. with such requirements.
Article 52 Where the Company has issued a Article 52 Where the Company has issued a
replacement share certificate pursuant to the Articles of Association replacement share certificate pursuant to the Articles of Association
and a bona fide and a bona fide
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purchaser acquires or becomes the registered owner of such shares, his name purchaser acquires or becomes the registered owner of such shares, his name
(title) shall not be removed from the register of (title) shall not be removed from the register of
shareholders. shareholders.
Article 53 The Company shall not be liable for any damages sustained by any Article 53 The Company shall not be liable for any damages sustained by any
person by reason of the cancellation of the original share certificate or the person by reason of the cancellation of the original share certificate or the
issuance of the replacement share certificate unless the claimant is able to issuance of the replacement share certificate unless the claimant is able to
prove that the Company prove that the Company
has acted in a fraudulent manner. has acted in a fraudulent manner.
CHAPTER 7 SHAREHOLDERS' RIGHTS AND OBLIGATIONS
Article 45 When the Company intends to convene a shareholders' general
meeting, distribute dividends, liquidate and engage i n othe r activitie s tha
t involve determination of shareholding, the board of directors or the
convener of the shareholders' general meeting shall decide on a date for
the record of shareholding. Shareholders whose names are registered on the
share register after the closing of the market on such date shall be the
Company's shareholders with the entitlement to the relevant rights. Should the
Articles of Association have contrary requirements, the Company shall
comply with such requirements.
Article 55 Holders of the ordinary shares of the Company shall enjoy the Article 55 Article 46 Holders of the ordinary shares of the Company shall
following rights: enjoy the following rights:
(1) the right to receive dividends and other distributions in proportion to (1) the right to receive dividends and other distributions in proportion to
the number of shares held; the number of shares held;
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(2) the right to request to convene, convene, preside over, attend or (2) the right to request to convene, convene, preside over, attend or
appoint a proxy to attend shareholders' general meetings and to vote thereat appoint a proxy to attend shareholders' general meetings and to speak and vote
in proportion to the number of shares in their possession pursuant to the thereat in proportion to the number of shares in their possession pursuant to
laws; the laws;
(3) the right of supervisory management over the Company's business (3) the right of supervisory management over the Company's business
operations and the right to present proposals or to raise queries; operations and the right to present proposals or to raise queries;
(4) the right to transfer, donate or pledge the shares in their possession (4) the right to transfer, donate or pledge the shares in their possession
in accordance with laws, administrative regulations and provisions of the in accordance with laws, administrative regulations and provisions of the
Articles of Association; Articles of Association;
(5) the right to obtain relevant information in accordance with the (5) the right to obtain relevant information in accordance with the
provisions of the Articles of Association, including: provisions of the Articles of Association, including:
(i) the right to obtain a copy of the Articles of Association, subject to (i) the right to obtain a copy of the Articles of Association, subject to
payment of costs; payment of costs;
(ii) the right to inspect and copy, subject to payment of a reasonable fee: (ii) the right to inspect,and copy, subject to
after payment of a reasonable fee:
(a) all parts of the register of shareholders;
(b) personal particulars of each of the Company's directors, supervisors, (a) all parts of the register of shareholders;
president, vice presidents and other senior officers, including:
(aa) present and former name and alias; (bb) principal address (place of
residence); (b) personal particulars of each of the Company's directors, supervisors,
president, vice presidents and other senior officers, including:
(aa) present and former name and alias; (bb) principal address (place of
residence);
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(cc) nationality; (cc) nationality;
(dd) primary and all other part-time occupations and duties; (dd) primary and all other part-time occupations and duties;
(ee) identification documents and the numbers thereof; (ee) identification documents and the numbers thereof;
(c) report on the state of the Company's share capital; (c) report on the state of the Company's share capital;
(d) reports showing the aggregate par value, quantity, highest and lowest (d) reports showing the aggregate par value, quantity, highest and lowest
price paid in respect of each class of shares repurchased by the Company since price paid in respect of each class of shares repurchased by the Company since
the end of the last accounting year and the aggregate amount paid by the the end of the last accounting year and the aggregate amount paid by the
Company for this purpose; Company for this purpose;
(e) (c) minutes of shareholders' general meetings;
(e) minutes of shareholders' general meetings;
(f) (d) counterfoils of corporate bonds, resolutions of the board of
directors, resolutions of the supervisory board, financial and accounting
(f) counterfoils of corporate bonds, resolutions of the board of directors, report;
resolutions of the supervisory board, financial and accounting report;
(6) in the event of the termination or liquidation of the Company, the right (6) in the event of the termination or liquidation of the Company, the right
to participate in the distribution of surplus assets of the Company in to participate in the distribution of surplus assets of the Company in
accordance with the number of shares held; accordance with the number of shares held;
(7) With respect to shareholders who vote against any resolution adopted at (7) With respect to shareholders who vote against any resolution adopted at
the shareholders' general meeting on the merger or demerger of the the shareholders' general meeting on the merger or demerger of the
Company, the Company, the right to
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right to request the Company to acquire their shares; request the Company to acquire their shares;
(8) the right to file the proceedings with, and bring its claim against a (8) the right to file the proceedings with, and bring its claim against a
third party which has impaired the benefits of the Company or infringed the third party which has impaired the benefits of the Company or infringed the
lawful interests of the shareholders before, a People's Court in accordance lawful interests of the shareholders before, a People's Court in accordance
with the Company law or other laws and administrative regulations; with the Company law or other laws and administrative regulations;
(9) other rights conferred by laws, administrative regulations, (9) other rights conferred by laws, administrative regulations,
departmental rules and regulations and the Articles of Association of the departmental rules and regulations and the Articles of Association of the
Company. Company.
Where shareholders request for inspection of the relevant information or
demand for materials as mentioned in the preceding paragraphs, they shall
provide the Compan y wit h writte n documents evidencing the class and
number of shares of the Company they hold. Upon verification of the
shareholder's identity, the Company shall provide information
requested by such shareholder.
Article 47 If the content of a resolution of the shareholders' general meeting
or the board of directors of the Company violates the laws or administrative
regulations, the shareholders shall have the right to submit a petition to the
People's Court to render the same invalid.
If the procedures for convening or the method of voting at a shareholders'
general meeting or meeting of the board
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of directors violate the laws, administrativ e regulation s o r these
Articles of Association, or the contents of a resolution violate these
Articles of Association, the shareholders shall have the right to submit a
petition to the People's Court to revoke the same within sixty (60) days from
the date on which
such resolution is passed.
Article 48 Any director or senior officer who, when performing their duties in
the Company, violates the laws, administrative regulations, or the provisions
contained in these Articles of Association resulting in causing losses to the
Company, the shareholders individually or jointly holding 1% or more of
the shares of the Company for 180 consecutive days or more shall have the
right to request in writing the supervisory committee to initiate proceedings
at a People's Court. Where th e supervisor y committee , when performing its
duties in the Company, violate s th e laws , administrative regulations, or
the provisions contained in these Articles of Association resulting in causing
losses to the Company, the shareholders shall have the rights to request in
writing to the board of directors to initiate proceedings at a People's
Court.
If the supervisory committee or the board of directors refuses to initiate
proceedings upon receipt of the written request of
shareholders stated in the preceding
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paragraph, or fails to initiate such proceedings within thirty (30) days
from the date on which such request is received, or in case of emergency where
failure to initiate such proceedings immediately will result in irreparable
damage to the Company's interests, the shareholders described in the
preceding paragraph shal l hav e th e righ t t o initiate proceedings at a
People's Court directly in their own names in the interest of the Company.
If any person infringes the lawful rights and interests of the Company, thus
causing an y losse s t o th e Company , the shareholders described in the
first paragraph of this Article may initiate proceedings at a People' s
Court in accordance with the provisions of the
preceding two paragraphs.
Article 49 If any director or senior officer violate s th e laws ,
administrative regulation s o r thes e Article s of Association resulting
in causing harm to the interests of the shareholders, the shareholders may
initiate proceedings at
a People's Court.
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Article 59 In addition to the obligations imposed by laws and administrative Article 59 In addition to the obligations impose d b y law s an d
regulations or required by the listing rules of the stock exchange on which administrative regulations or required by the listing rules of the stock
the Company's shares are listed, a controlling shareholder shall not exercise exchange on which the Company's shares are listed, a controlling shareholder
his voting rights in respect of the following matters in a manner prejudicial shall not exercise his voting rights in respect of the following matters in a
to the interests of all or part of the shareholders of the Company: manner prejudicial to the interests of all or part of the shareholders of the
Company:
(1) to relieve a director or supervisor of his duty to act honestly in the
best interests of the Company; (1) to relieve a director or supervisor of his duty to act honestly in the
best interests of the Company;
(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 (2) to approve the expropriation by a director or supervisor (for his own
way, including (but not limited to) opportunities which are beneficial to the benefit or for the benefit of another person) of the Company's assets in any
Company; way, including (but not limited to) opportunities which are beneficial to the
Company;
(3) to approve the expropriation by a director or supervisor (for his own
benefit or for the benefit of another person) of the individual rights of (3) to approve the expropriation by a director or supervisor (for his own
other shareholders, including (but not limited to) rights to distributions and benefit or for the benefit of another person) of the individual rights of
voting rights, save pursuant to a restructuring which has been submitted for other shareholders, including (but not limited to) rights to distributions and
approval by the shareholders in a general meeting in accordance with voting rights, save pursuant to a restructuring which has been submitted for
the Articles of approval by the shareholders in a general meeting in accordance with the
Articles of Association.
Association.
Article 60 For the purpose of the foregoing Article, a "controlling Article 60 Article 53 For the purpose of the foregoin g Article , a A
shareholder" means a person who satisfies any one of the following conditions: "controlling shareholder" means a shareholder who holds shares representing
50% or more of
the total share capital of the Company; or
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(1) a person who, acting alone or in concert with others, has the power to a shareholder having sufficient voting right in respect of the shares he/she
elect more than half of the board of directors; holds to pose a significant influence on the resolutions of the shareholders'
general meetings despite holding less than 50% of the total share capital of
the Company. means a person who satisfies any one of the following conditions:
(2) a person who, acting alone or in concert with others, has the power to
exercise or to control the exercise of 30% or more of the voting rights in the
Company; (1) a person who, acting alone or in concert with others, has the power to
elect more than half of the board of directors;
(3) a person who, acting alone or in concert with others, holds 30% or more
of the issued and outstanding shares of the Company; (2) a person who, acting alone or in concert with others, has the power to
exercise or to control the exercise of 30% or more of the voting rights in the
Company;
(4) a person who, acting alone or in concert with others, has de facto (3) a person who, acting alone or in concert with others, holds 30% or more
control of the Company in any other way. of the issued and outstanding shares of the Company;
(4) a person who, acting alone or in concert with others, has de facto
control of the Company in any other way.
CHAPTER 8 SHAREHOLDERS' GENERAL MEETINGS
Article 61 The shareholders' general meeting is the organ of authority of the Article 61 The shareholders' general meeting is the organ of authority of the
Company and shall exercise its functions and powers in Company and shall exercise its functions and powers in
accordance with law. accordance with law.
Article 62 The shareholders' general meeting shall have the following Article 62 Article 54 The shareholders' general meeting is the organ of
functions and powers: authority of the Company, and shall have exercise the following functions and
powers in accordance with laws:
(1) to decide on the Company's operational policies and investment plans;
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(2) to elect and replace directors (excluding the employee representative (1) to decide on the Company's operational policies and investment plans;
director) and to decide on matters relating to the remuneration of directors;
(2) to elect and replace directors (excluding the employee representative
(3) to elect and replace supervisors appointed from personnel who are not director) and to decide on matters relating to the remuneration of directors;
representatives of the employees and to decide on matters relating to the
remuneration of supervisors;
(3) to elect and replace supervisors appointed from personnel who are not
representatives of the employees and to decide on matters relating to the
(4) to examine and approve the board of directors' reports; remuneration of supervisors;
(5) to examine and approve the supervisory committee's reports; (4) to examine and approve the board of directors' reports;
(6) to examine and approve the Company's proposed preliminary and final (5) to examine and approve the supervisory committee's reports;
annual financial budgets;
(6) to examine and approve the Company's proposed preliminary and final
(7) to examine and approve the Company's profit distribution plans and loss annual financial budgets;
recovery plans;
(7) to examine and approve the Company's profit distribution plans and loss
(8) to decide on the increase or reduction of the Company's registered recovery plans;
capital;
(8) to decide on the increase or reduction of the Company's registered
(9) to decide on matters such as merger, division, dissolution, capital;
liquidation or change of the form of the Company;
(9) to decide on matters such as merger, division, dissolution,
(10) to decide on the issue of debentures by the Company; liquidation or change of the form of the Company;
(11) to decide on the appointment, dismissal and non-reappointment of the (10) to decide on the issue of debentures by the Company;
accountants of
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the Company; (11) to decide on the appointment, dismissal and non-reappointment of the
accountants of the Company;
(12) to amend the Articles of Association;
(12) to amend the Articles of Association;
(13) to resolve the material purchase and sale of assets with a value in
excess of 30% of the most recent audited total assets of the Company during (13) to resolve the material purchase and sale of assets with a value in
the year; excess of 30% of the most recent audited total assets of the Company during
the year;
(14) to resolve issues relating to the provision of guarantee in favour
of third parties that must be approved at the shareholders' general meeting in (14) to resolve issues relating to the provision of guarantee in favour
accordance with the laws, administrative regulations and Articles of of third parties that must be approved at the shareholders' general meeting in
Association; accordance with the laws, administrative regulations, other regulatory
documentsand Articles of Association;
(15) to consider and approve the variation of use of proceeds;
(15) to consider and approve the variation of use of proceeds;
(16) to consider the shares incentive program;
(16) to consider the shares incentive program
and employee share ownership plan;
(17) to decide on other matters which, according to law, administrative
regulation, departmental rules and regulations or the Articles of Association,
need to be approved by shareholders in general meetings;
(17) to decide on other matters which, according to law s,
administrative r e g u l a t i o n s , o t h e r r e g u l a t o r y
documents departmenta l rules and regulations or the Articles of
Association, need to be approved by shareholders in
general meetings;
Article 63 Any matters in relation to the provision of guarantee in favour of Article 63 Article 55 Any matters in relation to the provision of guarantee in
third parties by the Company shall be approved by favour of third parties by the Company shall be
the board of directors. The following matters approved by the board of directors. The
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relating to the provision of guarantee shall be submitted to the shareholders' following matters relating to the provision of guarantee shall be submitted to
general meetings for examination and approval after the same have been the shareholders' general meetings for examination and approval after the same
considered by the board of directors: have been considered by the board of directors:
(1) Any guarantee to be provided by the Company and its controlling (1) Any guarantee to be provided by the Company and its controlling
subsidiaries, with the total amount of the guarantee provided in favour of subsidiaries, with the total amount of the guarantee provided in favour of
third parties that reaches or exceeds 50% of the most recent audited net third parties that reaches or exceeds 50% of the most recent audited net
assets; assets;
(2) guarantees to be provided in favour of an entity which is subject to a (2) guarantees to be provided in favour of an entity which is subject to a
gearing ratio of over 70%; gearing ratio of over 70%;any guarantee provided by the Company in favour of
third parties with the total amount of the guarantee exceeds 30% of the most
recent audited total assets;
(3) any single guarantee with an amount which exceeds 10% of the most
recent audited net asset value of the Company;
(3) any single guarantee with an amount which exceeds 10% of the most
recent audited net asset value of the Company;any guarantee provided by the
Company within one year with the amount of guarantee exceeds 30% of the most
(4) guarantees to be provided in favour of any shareholder, person who recent audited total assets;
exercises effective control over the Company and its affiliates;
(4) guarantees to be provided in favour of any shareholder, person who
(5) any guarantee provided by the Company in favour of third parties with exercises effective control over the Company and its affiliates;guarantees to
the total amount of the guarantee reaches or exceeds 30% of the most recent be provided in favour of an entity which is subject to a
audited total assets;
gearing ratio of over 70%;
(6) matters relating to the provision of guarantee that need to be
submitted to the shareholders' general meeting for examination and
approval as required by
other laws and regulations and the Articles
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of Association of the Company. (5) any guarantee provided by the Company in favour of third parties with
the total amount of the guarantee reaches or exceeds 30 % of the most recent
audited total assets; any single guarantee with an amount which exceeds
10% of the most recent audited net asset value;
If a director, president, vice president and other senior management personnel
commits any act in breach of the provisions governing the authority in respect
of the examination and approval of, and the examination procedures in relation
to, the provision of guarantee in favour of a third party under the laws, (6) guarantees to be provided in favour of any shareholder, person who
administrative regulations or the Articles of Association of the Company, exercises effective control over the Company and its affiliates;
which results in causing the Company to suffer from loss, such director,
president, vice president and senior management personnel shall be liable for
indemnity and the Company may bring an action against the same in accordance
with the law. (7) matters relating to the provision of guarantee that need to be
submitted to the shareholders' general meeting for examination and approval as
required by other laws and regulations and the Articles of Association of the
Company.
If a director, president, vice president and other senior management personnel
commits any act in breach of the provisions governing the authority in respect
of the examination and approval of, and the examination procedures in relation
to, the provision of guarantee in favour of a third party under the laws,
administrative regulations or the Articles of Association of the Company,
which results in causing the Company to suffer from loss, such director,
president, vice president and senior management personnel shall be liable for
indemnity and the Company may bring an action against the
same in accordance with the law.
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Article 64 Matters which should be determined at a shareholders' general Article 64 Article 56 Matters which should be determined at a shareholders'
meeting as stipulated by the laws, administrative regulations and these general meeting as stipulated by the laws, administrative regulations and
Articles of Association must be considered at a shareholders' general meeting these Articles of Association must be considered at a shareholders' general
in order to protect the right of the Company's shareholders to make decision meeting in order to protect the right of the Company's shareholders to make
over such matters. When necessary or under reasonable circumstances, the decision over such matters. When necessary or under reasonable circumstances,
shareholders' general meeting may authorize the board of directors to make a the shareholders' general meeting may authorize the board of directors to make
decision within its scope of authorization granted at a shareholders' general a decision within its scope of authorization granted at a shareholders'
meeting on specific issues which are related to matters to be resolved but general meeting on specific issues which are related to matters to be resolved
cannot be determined immediately at the shareholders' general meeting. but cannot be determined immediately at the shareholders' general meeting.
With respect to granting authorization to the board of directors at the With respect to granting authorization to the board of directors at the
shareholders' general meeting, if a matter for authorization is the matter shareholders' general meeting, if a matter for authorization is the matter
subject to an ordinary resolution, such authorization shall be adopted by more subject to an ordinary resolution, such authorization shall be adopted by more
than one- half (1/2) (exclusive of one-half) of the voting rights held by than half more than one- half (1/2) (exclusive of one-half) of the voting
shareholders (including their agents) attending the shareholders' general rights held by shareholders (including their agents) attending the
meeting; if a matter for authorization is the matter subject to special shareholders' general meeting; if a matter for authorization is the matter
resolution, such authorization shall be adopted by more than two-thirds (2/3) subject to special resolution, such authorization shall be adopted by more
of the voting rights held by shareholders (including their agents) attending than two-thirds (2/3) of the voting rights held by shareholders (including
the shareholders' general meeting. The content of the scope of authorization their agents) attending the shareholders' general meeting. The content of the
shall be clear and specific. scope of authorization shall be clear
and specific.
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Article 65 The Company shall not, without the prior approval of shareholders Article 65 The Company shall not, without the prior approval of shareholders
in a general meeting, enter into any contract with any person (other than a in a general meeting, enter into any contract with any person (other than a
director, supervisor, president, vice presidents and other senior officers) director, supervisor, president, vice presidents and other senior officers)
pursuant to which such person shall be responsible for the management and pursuant to which such person shall be responsible for the management and
administration of the whole or any substantial part of the administration of the whole or any substantial part of the
Company's business. Company's business.
Article 67 Where the Company convenes an annual general meeting, a written Article 67 Where the Company convenes an annual general meeting, a written
notice of the meeting shall be given to the shareholders entitled to attend notice of th e meetin g shal l b e give n t o the shareholders entitled to
this general meeting 20 days prior to the date of the meeting. Where the attend this general meeting 20 days prior to the date of the meeting. Where
Company convenes an extraordinary general meeting, a written notice of the the Company convenes an extraordinary general meeting, a written notice of the
meeting shall be given to the shareholders entitled to attend this general meeting shall be given to the shareholders entitled to attend this general
meeting 15 days prior to the date of the meeting. meeting 15 days prior to the date of the meeting.
If it is otherwise provided in the laws, administrative regulations, If it is otherwise provided in the laws, administrative regulations,
departmental rules and the securities regulatory authorities or stock departmental rule s an d th e securitie s regulatory authorities or stock
exchanges in the jurisdictions where the shares of the Company are listed, exchanges in the jurisdictions where the shares of the Company are listed,
such requirements shall prevail. such requirements shall prevail.
However, the conversing of a shareholders' general meeting shall not be However, the conversing of a shareholders' general meeting shall not be
subject to the above notice period requirements of all of the promoter subject to the above notice period requirements of all of the promoter
shareholders shall have agreed shareholders shall have agreed
in writing. in writing.
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Article 58 The board of directors shall convene a shareholders' general
meeting within the time limit as stipulated in Article 57 of these Articles of
Association.
The independent directors, the supervisory committee or shareholders who
separately or jointly hold shares of the Company in excess of 10% shall have
the right to propose to the board of directors and request for convening an
extraordinary genera l meeting . Th e following procedures shall be adopted
should the independent directors, the supervisory committee, shareholders who
separately or jointly hold shares of the Company in excess of 10% propose to
the board of directors and request for convening of an extraordinary general
meeting:
(1) Sign a copy, or several copies, of written request in the same form
and substance, and request the board of directors to convene a meeting, with
clearly stated topics for discussion at the meeting. Within 10 days of
receiving the aforesaid written request, the board of directors shall reply in
writing on whether or not they agree to convene the meeting.
(2) Should the board of directors agree to conven e th e meeting , a notic e
for convening such meeting shall be issued within 5 days after the board of
directors has passed the resolution. Prior approval
for making amendment to the original
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proposal contained in the notice shall be obtained from the original proposer.
(3) Should the board of directors not agree to convene the meeting as
proposed by the independent directors, it shall state its reasons and issue an
announcement of the same.
(4) Should the board of directors not agree to convene the meeting as
proposed by the supervisory committee, or not provide any reply within 10 days
upon receipt of the said request, the board of directors is deemed to be
unable to perform or failed to perform its duties in respect of convening
such meeting. The supervisory committee may convene and preside over the
meeting by itself. The procedures for convening such meeting shall be
identical to those employed by the board of directors for convening a meeting
as far as practicable.
(5) Should the board of directors not agree to convene the meeting as
proposed by the shareholders, or not provide any reply within 10 days upon
receipt of the said request, the shareholders shall propose to the supervisory
committee in writing to convene the meeting.
Should the supervisory committee agree to convene the meeting, it shall issue
a notice for convening the meeting within 5 days upon receipt of the
said request. Prior
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approval for making amendment to the original proposal contained in the notice
shall be obtained from the original proposer.
Should the supervisory committee not issue a notice for the meeting within the
stipulate d period , th e supervisory committee shall be deemed to not
convene and preside over such meeting and shareholders who separately or
jointly hold 10% or more of the Company's shares for a consecutive 90 days or
more may convene and preside over the said meetin g themselve s (Prio r t o
the announcement of the resolutions adopted at the meeting, the shares held
by the convening shareholders shall not be less than 10% of the total number
of shares). The procedures for convening such meeting shall be identical to
those employed by the board of directors for convening a meeting as far as
practicable.
Should the supervisory committee or the shareholders convene and hold a
meeting by itself/themselves pursuant to the precedin g paragraphs , it/the
y shall inform the board of directors in writing, and file the same with the
relevant competent departments in accordance with the applicable
requirements. The board of directors and the secretary to the board of
directors shall provide assistance in connection with the meeting.
The board of directors shall provide the
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share register. The Company shall bear all reasonable costs incurred by the
meeting.
Article 62 Where the Company convenes an annual general meeting, a written
notice of the meeting shall be given to the shareholders entitled to attend
this general meeting 20 days prior to the date of the meeting. Where the
Company convenes an extraordinary general meeting, a written notice of the
meeting shall be given to the shareholders entitled to attend this general
meeting 15 days prior to the date of the meeting.
If it is otherwise provided in the laws, administrative regulations, other
regulatory documents and the securities regulatory authorities or stock
exchanges in the jurisdictions where the shares of the Company are listed,
such requirements
shall prevail.
Article 71 A notice of a meeting of the shareholders of the Company shall Article 71 Article 63 A notice of a meeting of the shareholders of the Company
satisfy the following criteria: shall satisfy the following criteria: The notice of a shareholder' s general
meeting shall include the following information:
(1) be in writing;
(1) the time, the venue and the duration of the meeting;
(2) specify the place, date and time of the meeting;
(2) matters and proposals submitted to the meeting for consideration;
(3) state the matters to be discussed at the meeting;
(3) contain a conspicuous statement that:
all shareholders are entitled to attend the shareholders' general
(4) provide such information and explanation meeting, and may
as are necessary for the shareholders to make an informed decision on
the proposals put
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before them. Without limiting the generality of the foregoing principle, where appoint proxies in writing to attend the meeting and vote on their behalf. A
a proposal is made to amalgamate the Company with another, to repurchase the proxy need not be a shareholder of the Company;
shares of the Company, to reorganise its share capital, or to restructure the
Company in any other way, the terms of the proposed transaction must be
provided in detail together with copies of the proposed agreement, if any, and
the cause and effect of such proposal must be properly explained; (4) the record date of shareholding for determinin g th e entitlemen t of
shareholders to attend the shareholders' general meeting;
(5) contain a disclosure of the nature and extent, if any, of the material
interests of any director, supervisor, president, vice presidents and other (5) the name and telephone number of the standing contact person for meeting
senior officers in the proposed transaction and the effect which the proposed affairs;
transaction will have on them in their capacity as shareholders insofar as it
is different from the effect on the interests of shareholders of the same
class;
(6) the voting time and voting procedures for online voting or other means
of voting.
(6) contain the full text of any special resolution to be proposed at the
meeting;
(1) be in writing;
(7) contain a conspicuous statement that a shareholder entitled to attend
and vote at such meeting is entitled to appoint one (1) or more proxies to (2) specify the place, date and time of the meeting;
attend and vote at such meeting on his behalf and that a proxy need not be a
shareholder;
(3) state the matters to be discussed at the meeting;
(8) specify the time and place for lodging proxy forms for the relevant
meeting.
(4) provide such information and explanation as are necessary for the
shareholders to make an informed decision on the proposals put before them.
Without limiting the generality of the foregoing principle, where a proposal
is made to amalgamate the Company with another, to repurchase the shares of
the Company, to reorganise its share capital, or to restructure the Company in
any other way, the terms of the proposed transaction must be provided in
detail together with copies of the
proposed agreement, if any, and the cause
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and effect of such proposal must be properly explained;
(5) contain a disclosure of the nature and extent, if any, of the material
interests of any director , supervisor , president , vice presidents and
other senior officers in the proposed transaction and the effect which the
proposed transaction will have on them in their capacity as shareholders
insofar as it is different from the effect on the interests of shareholders of
the same class;
(6) contain the full text of any special resolution to be proposed at the
meeting;
(7) contain a conspicuous statement that a shareholder entitled to attend
and vote at such meeting is entitled to appoint one (1) or more proxies to
attend and vote at such meeting on his behalf and that a proxy need not be a
shareholder;
(8) specify the time and place for lodging proxy forms for the relevant
meeting.
Article 64 In the event that the election of directors and supervisors is to
be discussed at a shareholders' general meeting, the notice of the
shareholders' general meeting shall fully disclose the details of candidates
for the directors and supervisors in accordance with the
relevant requirements.
Article 72 Notice of shareholders' general Article 72Article 65 Notice of shareholders'
meeting shall be served on the shareholders (whether or not such shareholder general meeting shall be served on the shareholders (whether
is entitled or not such
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to vote at the meeting), by personal delivery or by prepaid mail to the shareholder is entitled to vote at the meeting), by way of announcement or
address of the shareholder as shown in the register of shareholders. other ways provided in Article 212. Where a notice is served by way of
announcement, upon the publication of such announcement, all relevant persons
shall be deemed to have received the notice. personal delivery or by prepaid
mail to the address of the shareholder as shown in the register of
For the holders of A shares, notice of the meetings may be issued by way of shareholders.
public announcement. Such public announcement shall be published in one (1) or
more national newspapers designated by the securities authority of the State
Council; after the publication of such announcement, all holders of A shares
shall be deemed to have received the notice of the relevant shareholders' For the holders of A shares, notice of the meetings may be issued by way of
meeting. public announcement. Such public announcement shall be published in one (1) or
more national newspapers designated by the securities authority of the State
Council; after the publication of such announcement, all holders of A shares
shall be deemed to have received the notice of the relevant shareholders'
For holders of Overseas-Listed Foreign Shares, subject to compliance with the meeting.
laws and regulations and the relevant listing rules of the jurisdictions where
the shares of the Company are listed, the notice of shareholders' general
meeting may also be issued by other means as specified in Article 231 herein.
For holders of Overseas-Listed Foreign Shares, subject to compliance with the
laws and regulations and the relevant listing rules of the jurisdictions where
the shares of the Compan y ar e listed , th e notic e of shareholders'
general meeting may also be issued by other means as specified in Article
231 herein.
Article 73 The accidental omission to give notice of a meeting to, or the Article 73 The accidental omission to give notice of a meeting to, or the
failure to receive the notice of a meeting by, any person entitled to receive failure to receive the notice of a meeting by, any person entitled to receive
such notice shall not invalidate the meeting and the such notice shall no t invalidat e th e meetin g an d the
resolutions adopted thereat. resolutions adopted thereat.
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Article 66 When notice of a shareholders' genera l meetin g i s dispatched ,
the shareholders' general meeting shall not be postponed or cancelled
without proper reasons and the proposals stated in the notice of the
shareholders' general meeting shall not be cancelled. In the event that the
shareholders ' genera l meetin g is postponed or cancelled, the convener
shall make an announcement at least two business days prior to the originally
schedule d dat e o f convenin g the shareholders ' genera l meetin g and
expatiate on the reasons.
Article 67 All ordinary shareholders registere d o n th e recor d dat e of
shareholding or their proxies shall be entitled to attend the shareholders'
general meeting and exercise their voting rights in accordance with the
relevant laws, regulations and these Articles of
Association.
Article 74 Any shareholder who is entitled to attend and vote at a general Article 74 Article 68
meeting of the Company shall be entitled to appoint one (1) or more persons
(whether such person is a shareholder or not) as his proxies to attend and
vote on his behalf, and a proxy so appointed shall be entitled to exercise the
following rights pursuant to the authorization from that shareholder: Shareholders may attend the shareholders' general meeting in person or appoint
a proxy (whether or not such person is a shareholder) to attend and vote on
their behalf.
Any shareholder who is entitled to attend and vote at a general meeting of the
Company shall be entitled to appoint one (1) or more person s (whethe r suc h
perso n i s a shareholder or not) as his proxies to attend
and vote on his behalf, and a proxy so
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(1) the shareholders' right to speak at the meeting; appointed shall be entitled to exercise the following rights pursuant to the
authorization
from that shareholder:
(2) the right to demand or join in demanding a poll;
(1) the shareholders' right to speak at the meeting;
(3) unless otherwise required by the applicable listing rules or other
securities laws and regulations, the right to vote by hand or on a poll, but a
proxy of a shareholder who has appointed more than one (1) proxy may only vote (2) the right to demand or join in demanding a poll;
on a poll.
(3) unless otherwise required by the applicable listing rules or other
If the shareholder is the recognized clearing house defined by the applicable securities laws and regulations, the right to vote by hand or on a poll, but a
listing rules or other securities laws and regulations, such shareholder is proxy of a shareholder who has appointed more than one (1) proxy may only vote
entitled to appoint one or more persons as his proxies to attend on his behalf on a poll.
at a general meeting or at any class meeting, but, if one or more persons have
such authority, the letter of authorization shall contain the number and class
of the shares in connection with such authorization. Such person can exercise
the right on behalf of the recognized clearing house (or its attorney) as if If the shareholder is the recognized clearing house defined by the applicable
he is an individual shareholder of the Company. listing rules or other securities laws and regulations, such shareholder is
entitled to appoint one or more persons as his proxies to attend on his behalf
at a general meeting or at any class meeting, but, if one or more persons have
such authority, the letter of authorization shall contain the number and class
of the shares in connection with such authorization. Such person can exercise
the rights equivalent to the rights of other shareholders of the Companyon
behalf of the recognized clearing house (or its attorney) as if he is an
individual shareholder of the Company,
including the right to speak and to vote.
Article 76 The instrument appointing a Article 76 Article 70 The instrument
voting proxy and, if such instrument is appointing a voting proxy and, if such
signed by a person under a power of instrument If the instrument appointing a
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attorney or other authority on behalf of the appointor, a notary certified voting proxy is signed by a person under a power of attorney or other
copy of that power of attorney or other authority shall be deposited at the authority on behalf of the appointor, such power of attorney or other
premises of the Company or at such other place as is specified for that authority shall be notarially certified. Aa notary certified copy of that
purpose in the notice convening the meeting, not less than twenty-four (24) power of attorney or other authority shall , togethe r wit h the instrument
hours before the time for holding the meeting at which the proxy propose to appointing the voting proxy,be deposited at the premises of the Company or at
vote or the time appointed for the passing of the resolution. such other place as is specified for that purpose in the notice convening the
meeting, not less than twenty-four (24) hours before the time for holding the
meeting at which the proxy propose to vote or the time appointed for the
passing of the resolution.
If the appointor is a legal person, its legal representative or such person as
is authorized by resolution of its board of directors or other governing body
may attend any meeting of shareholders of the Company as a representative of
the appointor. If the appointor is a legal person, its legal representative or such person as
is authorized by resolution of its board of directors or other governing body
may attend any meeting of shareholders of the Company as
a representative of the appointor.
Article 77 Any form issued to a shareholder by the directors for use by such Article 77 Article 71 Any form issued to a shareholder by the directors for
shareholder for the appointment of a proxy to attend and vote at meetings of use by such shareholder for the appointment of a proxy to attend and vote at
the Company shall be such as to enable the shareholder to freely instruct the meetings of the Company shall be such as to enable the shareholder to freely
proxy to vote in favour of or against the motions and provide shareholders instruct the proxy to vote in favour of o r agains t th e motion s an d
with opportunities of instructing the proxy to vote on each individual matter provide shareholder s wit h opportunitie s of instructing the proxy to
to be voted on at the meeting. Such a form shall contain a statement that, in vote on each individual matter to be voted on at the meeting. The
the absence of specific instructions from the shareholder, the proxy may vote authorization letter issued by shareholders to appoint other persons to attend
as he thinks fit. the shareholders' general
meeting shall clearly state the followings:
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(1) the name of the proxy;
(2) whether the proxy has the right to vote;
(3) the respective instruction of voting "for", "against" or "abstain" for
each resolutio n i n th e agend a o f the shareholders' general meeting;
(4) date of signing the proxy form and the effective period;
(5) signature (or seal) of the principal. If the principal is a corporate
shareholder, the seal of the corporate shall be affixed.
Such a form shall contain a statement that, in the absence of specific
instructions from the shareholder, specifies whetherthe proxy
may vote as he thinks fit.
Article 78 A vote given in accordance with the terms of a proxy shall be valid Article 78 A vote given in accordance with the terms of a proxy shall be valid
notwithstanding the death or loss of capacity of the appointor or revocation notwithstanding the death or loss of capacity of the appointor or
of the proxy or the authority under which the proxy was executed, or the revocation of the proxy or the authority under which the proxy was executed,
transfer of the shares in respect of which the proxy is given, provided that or the transfer of the shares in respect of which the proxy is given, provided
the Company did not receive any written notice in respect of such matters that the Company did not receive any written notice in respect of such matters
before the commencement of the relevant before the commencement of the relevant
meeting. meeting.
Article 79 In the course of considering matters relating to connected Article 79 In the course of considering matters relating to connected
transactions at a shareholders' general meeting, the transactions at a shareholders' general meeting, the
connected shareholders shall abstain from connected shareholders shall abstain from
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voting. The number of shares carrying the voting rights held by such voting. The number of shares carrying the voting rights held by such
shareholders shall be excluded from the total number of valid votes. The shareholders shall be excluded from the total number of valid votes. The
voting result of the non-connected shareholders shall be fully disclosed in voting result of the non-connected shareholders shall be fully disclosed in
the announcement of the resolution of the shareholders' general meeting. the announcement of the resolution of the shareholders' general meeting.
The said connected shareholders means the following shareholders: shareholders The said connected shareholders means the following shareholders: shareholders
who are connected parties or, in case of non- connected parties, persons who who are connected parties or, in case of non- connected parties, persons who
have material interests in transactions pending for resolution or their have material interests in transactions pending for resolution or their
associates pursuant to the applicable securities listing rules as associates pursuant to the applicable securities listing rules as
amended from time to time. amended from time to time.
Article 80 If an individual shareholder appoints a proxy to attend the Article 80 Article 72 If an individual shareholder attends the meeting in
shareholders' general meeting, such proxy shall present his/her own person, he/she shall present his/her identity card or other valid documents
identification documents and the power of attorney signed by the appointor. If or certificates showing his/her identity and th e shareholdin g certificate.
the legal representative of a legal person shareholder appoints a proxy to If an individual shareholder appoints a proxy to attend the shareholders'
attend the shareholders' general meeting, such proxy shall present his/her own general meeting, such proxy shall present his/her own identification documents
identification documents and the power of attorney signed by the legal and the power of attorney signed by the appointor. Legal person shareholders
representative. If a person is authorized by resolution to attend the shall be represented at the meeting by the legal representative or the proxy
shareholders' general meeting upon resolutions at the board of directors of a appointed by the legal representative. If the legal representative attends the
legal person shareholder or other decision making authority, such person shall meeting, he/she shall present his/her identity card and a valid certificate
present his/her own identification documents and the written authorization proving his/her qualification as a legal representative. If the legal
issued upon resolution by the board of directors of the legal person representative
shareholder or other decision making of a legal person shareholder appoints a
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authority with the legal person seal affixed thereon. The letter of proxy to attend the shareholders' general meeting, such proxy shall present
authorization shall specify its date of issue. his/her own identification documents and the power of attorney signed by the
legal representative. If a person is authorized by resolution to attend the
shareholders' general meeting upon resolutions at the board of directors of a
legal person shareholder or other decision making authority, such person shall
present his/her own identification documents and the written authorization
issued upon resolution by the board of directors of the legal person
shareholder or other decision making authority with the legal person seal
affixed thereon. The letter of authorization shall specify its date of
issue.
Article 81 The Company's board of directors, independent directors and Article 81 Article 73 In the event that the The Company's board of
shareholders who have satisfied certain conditions (which are determined based directors, independent directors and, shareholders who have satisfied certain
on such standards as promulgated from time to time by the relevant competent conditions (which are determined based on such standards as promulgated from
authorities) may publicly solicit the voting rights from shareholders at a time to time by the relevant competent authorities) or investor protection
shareholders' general meeting. In soliciting voting rights of shareholders, institutions established in accordance with laws and regulations publicly
information such as specific voting intention shall be sufficiently disclosed request the shareholders to entrust them to exercise the proposal rights ,
to the shareholders from whom voting rights are being solicited. Consideration votin g right s an d other shareholders' rights on their behalf, the
or de facto consideration for solicitation of voting rights is prohibited. The solicitor shall disclose the soliciting announcement and relevant
Company may not propose any minimum shareholding restriction on the soliciting documents in accordance with the laws and regulations, and the
solicitation of voting rights. Any person who publicly Company shall cooperate. Consideration or de facto
solicits voting rights from the shareholders consideratio n fo r solicitin g the
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of the Company shall also comply with other provisions stipulated by the shareholders' rights publicly is prohibited. may publicly solicit the voting
relevant competent authorities and the stock exchanges on which the shares of rights from shareholders at a shareholders' general meeting. In soliciting
the Company are listed and traded. voting rights of shareholders, information such as specific voting intention
shall be sufficiently disclosed to the shareholders from whom votin g right
s ar e bein g solicited. Consideration or de facto consideration for
solicitation of voting rights is prohibited. The Company may not propose any
minimum shareholding restriction on the solicitation of voting rights. Any
person who publicly solicits voting rights from the shareholders of the
Company to entrust him/her to exercise the proposal right, voting right and
other shareholders' rights on their behalf shall also comply with other
provisions stipulated by the relevant competent authorities and the stock
exchanges on which the shares of the
Company are listed and traded.
Article 74 The Chairman of the board of directors shall preside over and chair
every shareholders' general meeting. If the Chairman is unable to or does not
perform his/her duties, the vice-chairman of the board of directors shall
preside over and chair the meeting. If the vice- chairman of the board of
directors is unable to or does not perform his/her duties, a director jointly
elected by more than half of the number of directors shall preside over and
chair the meeting. If more than half of the number of directors
are unable to elect a director to preside
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over and chair the meeting, then shareholders present at the meeting may
elect one (1) person to act as the chairman of the meeting. If for any reason,
the shareholders fail to elect a chairman, then the shareholder (including a
proxy) holding the largest number of shares carrying the right to vote thereat
shall be the chairman of the meeting.
A shareholders' general meeting convened by the supervisory committee on their
own shall be presided by the chairman of the supervisory committee. If the
chairman of the supervisory committee is unable to or does not perform his/her
duties, a supervisor jointly elected by more than half of the number of
supervisors shall preside over the said meeting.
Where the shareholders' general meeting is convened by the shareholders on
their own, the convener shall elect a representative to preside over the
meeting.
When convening a shareholders' general meeting, should the chairman of the
meeting violates the rules and procedures, resulting that the
shareholders' general meeting becomes unable to proceed, a person may,
subject to the consent of more than half of the number of shareholders with
voting rights attending the meeting at the scene, be elected at the
shareholders' general
meeting to act as the chairman of the
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shareholders' general meeting such that the meeting may be continued.
Article 75 At the annual general meeting, the board of directors and the
supervisory committee shall report to the shareholders' general meeting on
their respective work over the past year.
Article 76 Prior to voting, the chairman of the meeting shall announce the
number of shareholders and proxies present at the meeting and the total number
of voting shares held by them. The number of shareholders and proxies present
at the meeting and the total number of voting shares held by them
shall be subject to
registration of the meeting.
Article 77 The convener shall ensure that the shareholders' general meeting is
held continuously until a final resolution is formed. If the shareholders'
general meeting is suspended or no resolution can be made due to force
majeure and other special reasons, necessary measures shall be taken to resume
the shareholders' general meeting as soon as possible or to terminate this
shareholders' general meeting directly, and an announcement shall be made
promptly. At the same time, the convener shall report to the local office of
securities regulatory authority of the State Council and the stock
exchange in the locality of the
Company.
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Article 82 Resolutions of shareholders' general meetings shall be divided into Article 82 Article 78 Resolutions of shareholders' general meetings shall
ordinary resolutions and special resolutions. be divided into ordinary resolutions and special resolutions.
An ordinary resolution must be passed by votes representing more than one-half An ordinary resolution must be passed by votes representing more than half
(exclusive of one-half) of the voting rights represented by the shareholders more than one- half (exclusive of one-half) of the voting rights represented
(including proxies) present at the meeting. by the shareholders (including proxies) present at the meeting.
A special resolution must be passed by votes representing more than two-thirds A special resolution must be passed by votes representing more than two-thirds
of the voting rights represented by the shareholders (including proxies) of the voting rights represented by the shareholders (including proxies)
present at the meeting. present at
the meeting.
Article 79 A shareholder (including a proxy), when voting at a shareholders'
general meeting, may exercise such voting rights as are attached to the number
of voting shares which he represents. Except otherwis e provide d fo r electio
n of directors in Article 102 and election of supervisors in Article 143 of
these Articles of Association in connection with the adoption of the
cumulative voting system, each share shall have one (1) vote. The shares held
by the Company itself shall not be attached with voting rights. Those shares
shall not be counted as the total number of voting shares held by
shareholders attending the shareholders' general meetings.
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Where material issues affecting the interests of small and medium investors
are being considered in the shareholders' general meeting, the votes by small
and medium investors shall be counted separately. The separate counting
results shall be disclosed to the public in a timely
manner.
Article 80 In the course of considering matters relating to connected
transactions at a shareholders' general meeting, the connected shareholders
shall abstain from voting. The number of shares carrying the voting rights
held by such shareholders shall be excluded from the total number of valid
votes. The voting result of the non- connected shareholders shall be fully
disclosed in the announcement of the resolution of the shareholders' general
meeting.
The said connected shareholders means the following shareholders: shareholders
who are connected parties or, in case of non-connected parties, persons who
have material interests in transactions pending for resolution or their
associates pursuant to the applicable securities listing rules as
amended from time to time.
Article 81 Unless the Company is in a crisis or other special circumstances,
it shall not, without approval by a special resolution at a shareholders'
general meeting, enter into a contract to handove r al l o r materia
l business
management of the Company to a person
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othe r tha n a director , supervisor, president, vice
president and other senior
officer.
Article 82 Except for the cumulative voting system, the shareholders' general
meeting shall vote on all proposals one by one, and if there are different
proposals on the same matter, they shall be voted in chronological order in
which the proposals are made. Except for force majeure and other special
reasons that cause the shareholders' general meeting to be suspended or
unable to come to resolution, the shareholders' general meeting shall not
set aside the proposals
or withhold from voting.
Article 83 When a proposal is considered at a shareholders' general meeting,
no amendment shall be made to the proposal, otherwise, the relevant change
shall be regarded as a new proposal and cannot be voted on at this
shareholders'
general meeting.
Article 84 Each voting right shall be exercised either at the meeting, by
online voting or any of other available means. In case of repeated voting on
the same voting right, the result of the first vote shall prevail.
Article 85 Before voting takes place on a proposal at a shareholders' general
meeting, two shareholders' representatives shall be elected to
participat e i n vot e countin g and
scrutinizing . I n th e even t tha t a
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shareholder is related to the matter to be considered, the relevant
shareholder and his/her proxy shall not participate in the vote counting and
scrutinizing.
When voting takes place on a proposal at a shareholders' general meeting,
lawyers, representatives of shareholders and supervisors shall be jointly
responsible for vote counting and scrutinizing, and shall announce the voting
results on the spot. The voting results of resolutions shall be recorded in
the minutes.
The shareholders of the Company or their proxies who cast votes by online
voting or other means shall be entitled to check their respective voting
results through corresponding voting systems.
Article 86 A shareholders' general meeting shall not conclude earlier at the
venue than over the network or otherwise. The chairman of the meeting shall
announce the voting details and result of every proposal and announce whether
a proposal has been passed or not based on the voting result.
Before the voting result is officially announced, the relevant parties
including the Company, counting officer, monitoring officer, substantial
shareholders and network service provider involved at the venue of the
shareholders' general
meeting, over the network or otherwise
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shall be obliged to keep the voting details confidential.
Article 83 A shareholder (including a proxy), when voting at a shareholders' Article 83 Article 87 A shareholder (including a proxy), when voting at a
general meeting, may exercise such voting rights as are attached to the number shareholders' general meeting, may exercise such voting rights as are attached
of voting shares which he represents. Except otherwise provided for election to the number of voting shares which he represents. Except otherwise provided
of directors in Article for election of directors in Article 111 and election of supervisors in
Article 150 of these Articles of Association in connection with the adoption
111 and election of supervisors in Article of the cumulative voting system for election of directors, each share shall
have one (1) vote. The shares held by the Company itself shall not be attached
150 of these Articles of Association in connection with the adoption of the with voting rights. Those shares shall not be counted as the total number of
cumulative voting system for election of directors, each share shall have one voting shares held by shareholders attending the shareholders' general
(1) vote. The shares held by the Company itself shall not be attached with meetings.
voting rights. Those shares shall not be counted as the total number of voting
shares held by shareholders attending the shareholders' general meetings.
Where material issues affecting the interests of small and medium investors
are being considered in the shareholders' general meeting, the votes by small
Where material issues affecting the interests of small and medium investors and medium investors shall be counted separately. The separate counting
are being considered in the shareholders' general meeting, the votes by small results shall be disclosed to the public in a timely manner.
and medium investors shall be counted separately. The separate counting
results shall be disclosed to the public in a timely manner.
A shareholder attending the shareholders' general meeting shall express its
opinion of "for", "against" or "abstain" on the proposal submitted for voting.
Where a shareholder is, under the applicable listing rules as amended from
time to time, required to abstain from voting on any particular resolution or
to vote only for or only against any particular resolution, any votes cast by
or on behalf of such shareholder in contravention of such Where a shareholder is, under the applicable listing rules as amended from
time to time, required to abstain from voting on any
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requirement or restriction shall not be counted. particular resolution or to vote only for or only against any particular
resolution, any votes cast by or on behalf of such shareholder in
contravention of such requirement or restriction shall not be counted.
Votes that are not filled in, incorrectly filled in, or not legible, or votes
that are not cast are considered to be abstention by the voter, and the result
of the vote on the number of shares held by such voter shall
be counted as "abstained".
Article 84 At any shareholders' general meeting, a resolution shall be decided Article 84 Article 88 Any vote of shareholders at a shareholders' general
on a show of hands unless a poll is demanded: meeting must be taken by poll except where the chairman of the meeting, in
good faith, decides to allow a resolution which relates purely to a procedural
or administrative matter to be voted on by a show of hands. At any
shareholders' general meeting, a resolution shall be decided on a show of
(1) by the chairman of the meeting; hands unless a poll is demanded:
(2) by at least two (2) shareholders present in person or by proxy entitled (1) by the chairman of the meeting;
to vote thereat;
(2) by at least two (2) shareholders present in person or by proxy entitled
(3) by one (1) or more shareholders (including proxies) representing 10% to vote thereat;
or more of the shares (held solely or in combination) carrying the right to
vote at the meeting, before or after a vote is carried out by a show of hands.
(3) by one (1 ) or more shareholders (including proxies) representing
10% or more of the shares (held solely or in combination) carrying the right
to vote at the meeting, before or after a vote is carried
out by a show of hands.
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Unless otherwise required by the applicable listing rules or other securities Unless otherwise required by the applicable listing rules or other securities
laws and regulations or a poll is demanded, a declaration by the chairman that laws and regulations or a poll is demanded, a declaration by the chairman that
a resolution has been passed on a show of hands and the record of such in the a resolution has been passed on a show of hands and the record of such in the
minutes of the meeting shall be conclusive evidence of the fact that such minutes of the meeting shall be conclusive evidence of the fact that such
resolution has been passed without proof of the number or proportion of votes resolution has been passed without proof of the number or proportion of votes
in favour of or against such resolution. in favour of or against such resolution.
The demand for a poll may be withdrawn by the person who demands the same. The demand for a poll may be withdrawn by the person who demands the same.
Article 85 A poll demanded on the election of the chairman of the meeting, or Article 85 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. Unless on a question of adjournment of the meeting, shall be taken forthwith. Unless
the applicable listing rules or other securities laws and regulations require the applicable listing rules or other securities laws and regulations require
otherwise, a poll demanded on any other question shall be taken at such time otherwise, 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 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 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 the poll. The result of the poll shall be deemed to be a resolution of the
meeting at meeting at
which the poll was demanded. which the poll was demanded.
Article 86 On a poll taken at a meeting, a shareholder (including a proxy) Article 86 On a poll taken at a meeting, a shareholder (including a proxy)
entitled to two (2) or more votes need not cast all his votes in the same way. entitled to two (2) or more votes need not cast all his votes in the same way.
Article 87 In the case of an equality of votes, whether on a show of hands or Article 87 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 on a poll, the chairman of the meeting at which the show
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of hands takes place or at which the poll is demanded shall have a casting of hands takes place or at which the poll is demanded shall have a casting
vote. vote.
Article 89 The following matters shall be resolved by a special resolution at Article 89 Article 90 The following matters shall be resolved by a special
a shareholders' general meeting: resolution at a shareholders' general meeting:
(1) the increase or reduction in share capital and the issue of shares of (1) the increase or reduction in share capital and the issue of shares of
any class, warrants and other similar securities; any class, warrants and other similar securities;
(2) the issue of debentures of the Company; (2) the issue of debentures of the Company;
(3) the demerger, merger, dissolution and liquidation or change of the (3) the demerger, spin-off, merger, dissolution and liquidation or
form of the Company; change of the form of the Company;
(4) amendment of the Articles of Association; (4) amendment of the Articles of Association;
(5) the material purchase or sale of assets or the provision of guarantee by (5) the material purchase or sale of assets or the provision of guarantee by
the Company during the year that is in excess of 30% of the most recent the Company during the year that is in excess of 30% of the most recent
audited total assets value of the Company; audited total assets value of the Company;
(6) the shares incentive program; (6) the shares incentive program;
(7) any other matter as provided for by the laws, administrative (7) any other matter as provided for by the laws, administrative
regulations, departmental rules and regulations or the Articles of regulations, departmental rules and regulations or the Articles of
Association, and as considered by the shareholders at a shareholders' general Association, and as considered by the shareholders at a shareholders' general
meeting, and resolved by way of an ordinary resolution, which is of a nature meeting, and resolved by way of an ordinary resolution, which is of a nature
which may have a material impact on the Company and which may have a material impact on the Company and
should be adopted by special resolution. should be adopted by special resolution.
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Article 91 The following procedures shall be adopted should the independent Article 91 The following procedures shall be adopted should the independent
directors, the supervisory committee, shareholders who separately or jointly directors, the supervisory committee, shareholders who separately or jointly
hold voting shares in excess of 10% request for convening of an extraordinary hold voting shares in excess of 10% request for convening of an extraordinary
general meeting or class meeting: general meeting or class meeting:
(1) The said directors, supervisory committee and shareholders shall sign a (1) The said directors, supervisory committee and shareholders shall sign a
copy, or several copies, of written request in the same form and substance, copy, or several copies, of written request in the same form and substance,
and request the board of directors to convene an extraordinary general meeting and request the board of directors to convene an extraordinary general
or a class meeting, with clearly stated topics for discussion at the meeting. meeting or a class meeting, with clearly stated topics for discussion at the
Within 10 days of receiving the written request, the board of directors shall meeting. Within 10 days of receiving the written request, the board of
reply in writing on whether or not they agree to convene an extraordinary directors shall reply in writing on whether or not they agree to convene an
general meeting. extraordinary general meeting.
(2) Should the board of directors agree to convene an extraordinary general (2) Should the board of directors agree to convene an extraordinary general
meeting or a class meeting, a notice for convening such meeting shall be meeting or a class meeting, a notice for convening such meeting shall be
issued within 5 days after the board of directors has adopted a resolution. issued within 5 days after the board of directors has adopted a resolution.
Prior approval for making amendment to the original proposal contained in the Prior approval for making amendment to the original proposal contained in
notice shall be obtained from the original proposer. the notice shall be obtained from the original proposer.
(3) Should the board of directors not agree to convene an extraordinary (3) Should the board of directors not agree to convene an extraordinary
general meeting or a class meeting as proposed by the independent directors, general meeting or a class meeting as proposed by the independent directors,
it shall state its reasons and issue an announcement of the it shall state its reasons and issue an announcement of the
same. same.
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(4) Should the board of directors not agree to convene an extraordinary (4) Should the board of directors not agree to convene an extraordinary
general meeting or a class meeting as proposed by the supervisory committee, general meeting or a class meeting as proposed by the supervisory committee,
or not provide any reply within 10 days upon receipt of the said request, the or not provide any reply within 10 days upon receipt of the said request, the
board of directors is deemed to be unable to perform or failed to perform its board of directors is deemed to be unable to perform or failed to perform its
duties in respect of convening such meeting. The supervisory committee may duties in respect of convening such meeting. The supervisory committee may
convene and preside over the meeting by itself. The procedures for convening convene and preside over the meeting by itself. The procedures for convening
such meeting shall be identical to those employed by the board of directors such meeting shall be identical to those employed by the board of directors
for convening a shareholders' general meeting as far as practicable. for convening a shareholders' general meeting as far as practicable.
(5) Should the board of directors not agree to convene an extraordinary (5) Should the board of directors not agree to convene an extraordinary
general meeting or a class meeting as proposed by the shareholders, or not general meeting or a class meeting as proposed by the shareholders, or not
provide any reply within 10 days upon receipt of the said request, the provide any reply within 10 days upon receipt of the said request, the
shareholders shall propose to the supervisory committee in writing to convene shareholders shall propose to the supervisory committee in writing to convene
an extraordinary general meeting or a class meeting. Should the supervisory an extraordinary general meeting or a class meeting. Should the supervisory
committee agree to convene an extraordinary general meeting or a class committee agree to convene an extraordinary general meeting or a class
meeting, it shall issue a notice for convening a shareholder's general meeting meeting, it shall issue a notice for convening a shareholder's general meeting
or a class meeting within 5 days of receiving the said request. Prior approval or a class meeting within 5 days of receiving the said request. Prior approval
for making amendment to the original proposal contained in the notice shall be for making amendment to the original proposal contained in the notice shal l b
obtained from the original proposer. Should the supervisory committee not e obtaine d fro m th e original proposer. Should the supervisory committee n
issue a notice for the shareholders' general meetings or a o t i s s u e a n o t i c e f o r t h e
class meeting within the stipulated period, shareholders'general meetings or a class
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the supervisory committee shall be deemed to not convene and preside over such meeting within the stipulated period, the supervisory committee shall be
meeting and shareholders who separately or jointly hold 10% or more of the deemed to not convene and preside over such meeting and shareholders who
Company's shares for a consecutive 90 days or more may convene and preside separately or jointly hold 10% or more of the Company's shares for a
over the said meeting. (Prior to the announcement of the resolutions adopted consecutive 90 days or more may convene and preside over the said meeting.
at the shareholders' general meeting, the shares held by the convening (Prior to the announcement of the resolutions adopted at the shareholders'
shareholders shall not be less than 10% of the total number of shares). The general meeting, the shares held by the convening shareholders shall not be
procedures for convening such meetings shall be identical to those employed by less than 10% of the total number of shares). The procedures for convening
the board of directors for convening a shareholders' general meeting as far as such meetings shall be identical to those employed by the board of directors
practicable. for convening a shareholders' general meeting as far as practicable.
Should the supervisory committee or the shareholders convene and hold a Should the supervisory committee or the shareholders convene and hold a
meeting pursuant to the rules above, they shall inform the board of directors meeting pursuant to the rules above, they shall inform the board of directors
in writing, and submit their applications to the relevant supervisory in writing, and submit their applications to the relevant supervisory
departments in accordance with the applicable rules. The board of directors departments in accordance with the applicable rules. The board of directors
and the secretary to the board of directors shall provide assistance in and the secretary to the board of directors shall provide assistance in
connection with the meeting. The board of directors shall provide the share connection with the meeting. The board of directors shall provide the share
register. The Company shall bear all reasonable costs incurred by the meeting. register. The Company shall bear all reasonable costs incurred by the meeting.
The costs incurred shall be deducted from the amount owed by the Company to The costs incurred shall be deducted from the amount owed by the Company to
such directors who have committed negligence of such directors who have committed negligence of
duties. duties.
Article 92 The Chairman of the board of directors shall preside over and chair Article 92 The Chairman of the board of directors shall preside over and chair
every shareholders' general meeting. If the every shareholders' general meeting. If the
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Chairman is unable to or does not perform his/her duties, the vice-chairman of Chairman is unable to or does not perform his/her duties, the vice-chairman of
the board of directors shall preside over and chair the meeting. If the the board of directors shall preside over and chair the meeting. If the
vice-chairman of the board of directors is unable to or does not perform vice-chairman of the board of directors is unable to or does not perform
his/her duties, a director jointly elected by more than half of the number of his/her duties, a director jointly elected by more than half of the number of
Directors shall preside over and chair the meeting. If the director jointly Directors shall preside over and chair the meeting. If the director jointly
elected by more than half of the number of Directors is unable to preside over elected by more than half of the number of Directors is unable to preside over
and chair the meeting, then shareholders present at the meeting may elect one and chair the meeting, then shareholders present at the meeting may elect one
(1) person to act as the chairman of the meeting. If for any reason, the (1) person to act as the chairman of the meeting. If for any reason, the
shareholders fail to elect a chairman, then the shareholder (including a shareholders fail to elect a chairman, then the shareholder (including a
proxy) holding the largest number of shares carrying the right to vote thereat proxy) holding the largest number of shares carrying the right to vote thereat
shall be the chairman of the meeting. shall be the chairman of the meeting.
A shareholders' general meeting convened by the supervisory committee on their A shareholders' general meeting convened by the supervisory committee on their
own shall be presided by the chairman of the supervisory committee. If the own shall be presided by the chairman of the supervisory committee. If the
chairman of the supervisory committee is unable to or does not perform his/her chairman of the supervisory committee is unable to or does not perform his/her
duties, a supervisor jointly elected by more than half of the number of duties, a supervisor jointly elected by more than half of the number of
supervisors shall preside over the said meeting. supervisors shall preside over the said meeting.
Where the shareholders' general meeting is convened by the shareholders on Where the shareholders' general meeting is convened by the shareholders on
their own, the convener shall elect a representative to preside over the their own, the convener shall elect a representative to preside over the
meeting. meeting.
When convening a shareholders' general meeting, should the person When convening a shareholders' general meeting, should the person
presiding over presiding over
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the meeting violates the rules and procedures, resulting that the the meeting violates the rules and procedures, resulting that the
shareholders' general meeting becomes unable to proceed, a person may, subject shareholders' general meeting becomes unable to proceed, a person may, subject
to the consent of more than half of the number of shareholders with voting to the consent of more than half of the number of shareholders with voting
rights attending the meeting at the scene, be elected at the shareholders' rights attending the meeting at the scene, be elected at the shareholders'
general meeting to act as the person presiding the shareholders' general general meeting to act as the person presiding the shareholders' general
meeting such that the meeting such that the
meeting may be continued. meeting may be continued.
Article 93 The chairman of the meeting shall be responsible for determining Article 93Article 92 The chairman of the meeting shall be responsible for
whether a resolution has been passed. His decision, which shall be final and determining whether a resolution has been passed. His decision, which shall be
conclusive, shall be announced at the meeting and recorded in the minute book. final and conclusive, shall be announced at the meeting and recorded in the
The Company shall make a public announcement on the resolutions of the minute book. The Company shall make a public announcement on the resolutions
shareholders' general meeting in accordance with the applicable laws and the of the shareholders' general meeting in accordance with the applicable laws
relevant provisions stipulated by the stock exchange(s) on which the shares of and the relevant provisions stipulated by the stock exchange(s) on which the
the shares
Company are listed and traded. of the Company are listed and traded.
Article 95 If votes are counted at a shareholders' general meeting, the result Article 95Article 94 If votes are counted at a shareholders' general meeting,
of the count shall be recorded in the minute book. the result of the count shall be recorded in the minute book.
The Company secretary shall make the record of the shareholders' general The convenor shall ensure that the particulars included in the record of the
meeting, which shall be signed by the person presiding the meeting (chairman meeting are true, accurate and complete. The Company secretary shall make the
of the meeting), directors, supervisors, board secretary and convenor record of the shareholders' general meeting, which shall be signed by the
attending the meeting or their representatives. person presiding the meeting (chairman of the meeting), directors,
supervisors, board secretary and
convenor attending the meeting or their
Resolutions adopted by a shareholders'
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general meeting shall be included in the minutes of the meeting. The record representatives.
and minutes of the meeting shall be in Chinese. Such record and minutes,
shareholders' attendance lists and proxy forms shall be kept at the Company's
place of residence for a period of not less than 10 years.
Resolutions adopted by a shareholders' general meeting shall be included in
the minutes recordof the meeting. The record and minutes of the meeting shall
be in Chinese. Such record and minutes , shareholders' attendance lists and
proxy forms shall be kept at the Company's place of residence for a period of
not less than 10
years.
CHAPTER 9: SPECIAL PROCEDURES FOR VOTING BY A CLASS OF SHAREHOLDERS CHAPTER 9: SPECIAL PROCEDURES FOR V O T I N G B Y A C L A
S S O F SHAREHOLDERS
Article 97 Those shareholders who hold different classes of shares are class Article 97 Those shareholders who hold different classes of shares are class
shareholders. Class shareholders shall enjoy rights and assume obligations in shareholders. Class shareholders shall enjoy rights and assume obligations
accordance with laws, administrative regulations and the in accordance with laws, administrative regulations and the
Articles of Association. Articles of Association.
Article 98 Rights conferred on any class of shareholders may not be varied or Article 98 Rights conferred on any class of shareholders may not be varied or
abrogated save with the approval of a special resolution of shareholders in a abrogated save 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 general meeting and by holders of shares of that class at a separate meeting
convened in accordance with Article convened in accordance with Article 100 to Article 104 of these
Articles of
100 to Article 104 of these Articles of
Association.
Association.
Article 99 The following circumstances shall be deemed to be variation or Article 99 The following circumstances shall be deemed to be variation or
abrogation of the rights attaching to a particular class of shares: abrogation of the rights attaching to a particular class of shares:
(1) to increase or decrease the number of shares of that class, or (1) to increase or decrease the number of shares of that class, or
to increase or to increase or
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decrease the number of shares of a class having voting or equity rights or decrease the number of shares of a class having voting or equity rights or
privileges equal or superior to those of shares of that class; privileges equal or superior to those of shares of that class;
(2) to exchange all or part of the shares of that class for shares of another (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 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; shares of another class for shares of that class;
(3) to remove or reduce rights to accrued dividends or rights to cumulative (3) to remove or reduce rights to accrued dividends or rights to cumulative
dividends attached to shares of that class; dividends attached to shares of that class;
(4) to reduce or remove preferential rights 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 to receive dividends or to the distribution of assets in the event that the
Company is liquidated; Company is liquidated;
(5) to add, remove or reduce conversion privileges, options, voting rights, (5) to add, remove or reduce conversion privileges, options, voting rights,
transfer or pre-emptive rights, or rights to acquire securities of the Company transfer or pre-emptive rights, or rights to acquire securities of the Company
attached to shares of that class; attached to shares of that class;
(6) to remove or reduce rights to receive payment payable by the Company in (6) to remove or reduce rights to receive payment payable by the Company in
particular currencies attached to shares of that class; particular currencies attached to shares of that class;
(7) to create a new class of shares having voting or equity rights or (7) to create a new class of shares having voting or equity rights or
privileges equal or superior to those of the shares of that class; privileges equal or superior to those of the shares of that class;
(8) to restrict the transfer or ownership of (8) to restrict the transfer or ownership of
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shares of that class or to increase the types of restrictions attaching shares of that class or to increase the types of restrictions attaching
thereto; thereto;
(9) to allot and issue rights to subscribe for, or to convert the existing (9) to allot and issue rights to subscribe for, or to convert the existing
shares into, shares in the Company of that class or another class; shares into, shares in the Company of that class or another class;
(10) to increase the rights or privileges of shares of 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 (11) to restructure the Company in such a way so as to result in the
disproportionate distribution of obligations between the various classes of disproportionate distribution of obligations between the various classes of
shareholders; shareholders;
(12) to vary or abrogate the provisions of this Chapter. (12) to vary or abrogate the provisions of this Chapter.
Article 100 Shareholders of the affected class, whether or not otherwise Article 100 Shareholders of the affected class, whether or not otherwise
having the right to vote at shareholders' general meetings, have the right to having the right to vote at shareholders' general meetings, have the right
vote at class meetings in respect of matters concerning sub-paragraphs (2) to to vote at class meetings in respect of matters concerning sub-paragraphs (2)
(8), (11) and (12) of the preceding article, but interested shareholder(s) to (8), (11) and (12) of th e precedin g article , bu t interested
shall not be entitled to vote at such class meetings. shareholder(s) shall not be entitled to vote at such class meetings.
" (An) interested shareholder(s)", as such term is used in the preceding " (An) interested shareholder(s)", as such term is used in the preceding
paragraph, means: paragraph, means:
(1) in the case of a repurchase of shares by way of a general offer to all (1) in the case of a repurchase of shares by way of a general offer to all
shareholders of the Company or by way of public dealing on shareholders of the Company or by way of public dealing on
a stock exchange pursuant to Article 30, a a stock exchange pursuant to Article 30, a
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"controlling shareholder" within the meaning of Article 60; "controlling shareholder" within the meaning of Article 60;
(2) in the case of a repurchase of shares by an off-market agreement pursuant (2) in the case of a repurchase of shares by an off-market agreement pursuant
to Article 30, a holder of the shares to which the proposed agreement relates; to Article 30, a holder of the shares to which the proposed agreement relates;
(3) in the case of a restructuring of the Company, a shareholder who assumes a (3) in the case of a restructuring of the Company, a shareholder who assumes a
relatively lower proportion of obligation than the obligations imposed on relatively lower proportion of obligation tha n th e obligation s impose d on
shareholders of that class under the proposed restructuring or who has an shareholders of that class under the proposed restructuring or who has an
interest in the proposed restructuring different from the general interests of interest in the proposed restructuring different from the general interests
the of the
shareholders of that class. shareholders of that class.
Article 101 Resolutions of a class of shareholders shall be passed by votes Article 101 Resolutions of a class of shareholders shall be passed by votes
representing more than two-thirds of the voting rights of shareholders of that representing more than two-thirds of the voting rights of shareholders of
class represented at the relevant meeting who, according to Article 100 of that class represented at the relevant meeting who, according to Article 100
these Articles of Association, are entitled to vote thereat. of these Articles of Association, are entitled to vote thereat.
Where any shareholder is, under the applicable rules governing the listing of Where any shareholder is, under the applicable rules governing the listing
securities as amended from time to time, required to abstain from voting in of securities as amended from time to time, required to abstain from voting in
connection with any particular resolution at a particular class meeting, or is connection with any particular resolution at a particular class meeting, or is
restricted to vote only for or only against any particular resolution at a restricted to vote only for or only against any particular resolution at a
particular class meeting, any vote cast by or on behalf of such shareholder in particular class meeting, any vote cast by or on behalf of such shareholder in
contravention of such requirement or contravention of such requirement or
restriction shall not be counted. restriction shall not be counted.
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Article 102 Written notice of a class meeting shall be given to all Article 102 Written notice of a class meeting shall be given to all
shareholders who are registered as holders of that class in the register of 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. Such shareholders forty-five (45) days before the date of the class meeting. Such
notice shall give such shareholders notice of the matters to be considered at notice shall give such shareholders notice of the matters to be considered at
such meeting, the date and the place of the class meeting. A shareholder who such meeting, the date and the place of the class meeting. A shareholder who
intends to attend the class meeting shall deliver his written reply in respect intends to attend the class meeting shall deliver his written reply in respect
thereof to the Company twenty (20) days before the date of the class meeting. thereof to the Company twenty (20) days before the date of the class meeting.
If the shareholders who intend to attend such class meeting represent more If the shareholders who intend to attend such class meeting represent more
than half of the total number of shares of that class which have the right to than half of the total number of shares of that class which have the right to
vote at such meeting, the Company may hold the class meeting; if not, the vote at such meeting, the Company may hold the class meeting; if not, the
Company shall within five (5) days give the shareholders further notice of the Company shall within five (5) days give the shareholders further notice of the
matters to be considered, the date and the place of the class meeting by way matters to be considered, the date and the place of the class meeting by way
of public announcement. The Company may then hold the class meeting after such of public announcement. The Company may then hold th e clas s meetin g afte
public announcement has been made. r suc h public announcement has been made.
The quorum of any class meeting (except for the adjournment), which is The quorum of any class meeting (except for the adjournment), which is
proposed to vary the rights of the above-mentioned class of shareholders, proposed to vary the rights of the above-mentioned class of shareholders,
shall at least be one third of the total issued shares of the above- mentioned shall at least be one third of the total issued shares of the above-mentioned
class. class.
Article 103 Notice of class meetings need Article 103 Notice of class meetings need
only be served on shareholders entitled to vote thereat. only be served on shareholders entitled to vote thereat.
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Class meetings shall be conducted in a manner which is as similar as possible Class meetings shall be conducted in a manner which is as similar as possible
to that of shareholders' general meetings. The provisions of the Articles of to that of shareholders' general meetings. The provisions of the Articles of
Association relating to the manner for the conduct of shareholders' Association relating to the manner for the conduct of shareholders'
general meetings are also general meetings are also
applicable to class meetings. applicable to class meetings.
Article 104 Apart from the holders of other classes of shares, the holders of Article 104 Apart from the holders of other classes of shares, the holders of
the A Shares and holders of Overseas-Listed Foreign Shares shall be deemed to the A Shares and holders of Overseas-Listed Foreign Shares shall be deemed to
be holders of different classes of shares. Holders of Overseas-Listed Foreign be holders of different classes of shares. Holders of Overseas-Listed Foreign
Shares shall be deemed to be holders of the same class of shares. Shares shall be deemed to be holders of the same class of shares.
The special procedures for approval by a class of shareholders shall not apply The special procedures for approval by a class of shareholders shall not apply
in the following circumstances: in the following circumstances:
(1) where the Company issues, upon the approval by special resolution of (1) where the Company issues, upon the approval by special resolution of
its shareholders in a general meeting, either separately or concurrently once its shareholders in a general meeting, either separately or concurrently
every twelve (12) months, not more than 20% of each of its existing issued A once every twelve (12) months, not more than 20% of each of its existing
Shares and Overseas-Listed Foreign Shares; issued A Shares and Overseas-Listed Foreign Shares;
(2) where the Company's plan to issue A Shares and Overseas-Listed Foreign (2) where the Company's plan to issue A Shares and Overseas-Listed Foreign
Shares at the time of its establishment is carried out within fifteen (15) Shares at the time of its establishment is carried out within fifteen (15)
months from the date of approval of the authority in charge of months from the date of approval of the authority in charge of
securities under the State Council. securities under the State Council.
CHAPTER 10: THE PARTY COMMITTEE CHAPTER 10 CHAPTER 9: THE PARTY COMMITTEE
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Article 106 The Party Committee of the Company shall play a leading role, set Article 106 Article 97 The Party Committee of the Company shall play a leading
the right direction, keep in mind the big picture, promote the implementation role, set the right direction, keep in mind the big picture, promote ensurethe
of Party policies and principles, discuss and decide on major issues of the implementation of Party policies and principles, discuss and decide on major
Company in accordance with the regulations. Decisions relating to major issues of the Company in accordance with the regulations. Decisions relating
operation and management matters shall be made in accordance with relevant to major operation and management matters shall be made in accordance with
regulations by the board of directors or the management after the relevant regulations by the board of directors or the management after
pre-study and discussion by the the pre-study and
Party Committee.…… discussion by the Party Committee.……
CHAPTER 11: BOARD OF DIRECTORS CHAPTER 1110: BOARD OF DIRECTORS
Article 108 The Company shall have a board of directors. The board of Article 108 Article 99 The Company shall have a board of directors. The board
directors shall consist of 7 to 13 directors, at least half of which shall be of directors shall consist of 7 to 13 directors, at least half of which shall
outside directors (those who do not assume any position within the Company), be outside directors (those who do not assume any position within the
and of which at least 1/3 of the overall directors shall be independent Company), and of which at least 1/3 of the overall directors shall be
directors (meaning directors who are independent from the Company's independent directors (meaning directors who are independent from the
shareholders and do not hold offices within the Company). At least one Company's shareholders and do not hold offices within the Company). At least
independent director shall have appropriate professional qualification, or one independent director shall have appropriate professional qualification, or
expertise in accounting or related financial management; the board of expertise in accounting or related financial management; the board of
directors shall have one (1) employee representative director. directors shall have one (1) employee representative director.
The board of directors shall have one (1) Chairman and one (1) Deputy The board of directors shall have one (1) Chairman and one (1) Deputy
Chairman. Chairman.
An independent director refers to a
director who does not hold any position other than a director in the Company
and
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has no direct or indirect interest relationship with the Company, its
substantial shareholders and actual controllers, or any other relationship
that may affect his independent and objective
judgment.
Article 110 The following procedures shall be carried out prior to the Article 110 Article 101 The following procedures shall be carried out prior to
election of the non-independent directors: the election of the non-independent directors:
(1) The nominator of a candidate for the non- independent directors shall (1) The nominator of a candidate for the non- independent directors shall
seek the consent of such candidate prior to nomination and shall have a full seek the consent of such candidate prior to nomination and shall have a full
understanding towards the profession, education, job position, detailed understanding towards the profession, education, job position, detailed
working experience and all other positions held concurrently as well as working experience and all other positions held concurrently as well as
preparing written materials containing the said information to the Company. preparing written materials containing the said information to the Company.
Candidates shall undertake to the Company in writing that they have agreed to Candidates shall undertake to the Company in writing that they have agreed to
accept the nomination and that all disclosed information relating to them are accept the nomination and that all disclosed information relating to them are
true and complete and shall guarantee that they will conscientiously perform true and complete and shall guarantee that they will conscientiously perform
the director's responsibilities after being elected. the director's responsibilities after being elected.
(2) If the nomination of a candidate for the non-independent directors is (2) If the nomination of a candidate for the non-independent directors is
taken place before the board meeting of the Company was convened and if the taken place before the board meeting of the Company was convened and if the
applicable law, regulations and/or the relevant listing rules contain relevant applicable laws, regulations, other regulatory documentsand/or the relevant
provisions, the written materials concerning the nominee set out in sub- regulatory authorities of the jurisdictions where the shares are listed and
paragraph (1) of this Article shall be thelisting rules contain relevant
publicly announced together with the provisions, the written materials concerning
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resolutions of the board meeting in accordance with such provisions.… the nominee set out in sub-paragraph (1) of this Article shall be publicly
announced together with the resolutions of the board meeting in accordance
with such provisions.
…
Article 114 The board of directors is responsible to the shareholders' general Article 114 Article 105 The board of directors is responsible to the
meeting for formulating strategies, making decisions and preventing risks and shareholders' general meeting for formulating strategies, making decisions and
shall exercise the following duties and powers in accordance with statutory preventing risks and shall exercise the following duties and powers in
procedures and the Articles of Association: accordance with statutory procedures and the Articles of Association:
(1) to be responsible for the convening of the shareholders' general meeting (1) to be responsible for the convening of the shareholders' general meeting
and to report on its work to the shareholders in general meetings; and to report on its work to the shareholders in general meetings;
(2) to implement the resolutions passed by the shareholders in general (2) to implement the resolutions passed by the shareholders in general
meetings; meetings;
(3) to determine the Company's business plans and investment proposals; (3) to determine the Company's business plans and investment proposals;
(4) to formulate the Company's preliminary and final annual financial (4) to formulate the Company's preliminary and final annual financial
budgets; budgets;
(5) to formulate the Company's profit distribution proposal and loss (5) to formulate the Company's profit distribution proposal and loss
recovery proposal; recovery proposal;
(6) to formulate proposals for the increase or reduction of the Company's (6) to formulate proposals for the increase or reduction of the Company's
registered capital and for the issuance of the registered capital and for the issuance of the
Company's debentures; Company's debentures;
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(7) to draw up the Company's proposals for the merger, division, dissolution (7) to draw up the Company's proposals for the merger, division, dissolution
or change of the form of the Company; or change of the form of the Company;
(8) to decide on other issues relating to the provision of guarantee in favor (8) to decide on other issues relating to the provision of guarantee in favor
of a third party other than those must be approved at a shareholders' general of a third party other than those must be approved at a shareholders' general
meeting pursuant to the laws, administrative regulations and these Articles of meeting pursuant to the laws, administrative regulations , other regulatory
Association; documents and these Articles of Association;
(9) to decide on the external investments, purchase and sale of assets, (9) to decide on the external investments, purchase and sale of assets,
creation of mortgage over assets, entrusted asset management, connected creation of mortgage over assets, entrusted asset management, connected
transactions and other matters within the scope of authorization conferred by transactions , external donations and other matters within the scope of
the shareholders' general meeting; authorization conferred by the shareholders' general meeting;
(10) to decide on the Company's internal management structure; (10) to decide on the Company's internal management structure;
(11) to appoint or dismiss the president of the Company, secretary to the (11) to appoint or dismiss the president of the Company, secretary to the
board of directors, conduct appraisal on their performance and determine board of directors, conduct appraisal on their performance and determine
remunerations; and to appoint or dismiss, with reference to the nomination by remunerations; and to appoint or dismiss, with reference to the nomination by
the president, the vice presidents, chief accountant, chief pilot, general the president, the vice presidents, chief accountant, chief pilot, general
legal counsel and other senior officers, conduct appraisal on their legal counsel and other senior officers, conduct appraisal on their
performance and determine remunerations; performance and determine remunerations;
(12) to formulate the basic management structure of the Company; (12) to formulate the basic management structure of the Company;
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(13) to manage matters relating to the disclosure of information by the (13) to manage matters relating to the disclosure of information by the
Company; Company;
(14) to make recommendations to the shareholders' general meetings on (14) to make recommendations to the shareholders' general meetings on
the appointment or change of the accounting firm which performs the audit work the appointment or change of the accounting firm which performs the audit work
for the Company; for the Company;
(15) to hear from the Company's president reports on work performed and to (15) to hear from the Company's president reports on work performed and to
inspect the work of the president; inspect the work of the president;
(16) to formulate proposals for any amendment of the Company's (16) to formulate proposals for any amendment of the Company's
Articles of Association; Articles of Association;
(17) to determine the risk management system, the internal control (17) to determine the risk management system, the internal control
system and the legal compliance management system of the Company, and monitor system and the legal compliance management system of the Company, and monitor
the relevant systems and their implementation; the relevant systems and their implementation;
(18) to guide, inspect and assess the internal audit works and approve the (18) to guide, inspect and assess the internal audit works and approve the
annual audit plan and important audit reports pursuant to laws; annual audit plan and important audit reports pursuant to laws;
(19) to promote the development of corporate governance and supervise (19) to promote the development of corporate governance and supervise the
the legality of the operation of the management; legality of the operation of the management;
(20) to exercise any other powers conferred by the shareholders in general (20) to exercise any other powers stipulated by laws, regulations, other
meetings and these Articles of Associations. regulatory document s an d thes e Article s of Associatio n an d conferred
by the
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Resolutions by the board of directors on matters referred to in the preceding shareholders in general meetings and these Articles of Associations.
paragraph may be passed by the affirmative vote of more than half of the
directors (amongst which resolution on matters referred to in sub-paragraph
(8) shall require the affirmative vote of more than two-thirds of the
directors present at the board meeting) with the exception of resolutions on Resolutions by the board of directors on matters referred to in the preceding
matters referred to in sub- paragraphs (6), (7) and (16) which shall require paragraph may be passed by the affirmative vote of more than half of the
the affirmative vote of more than two-thirds of all the directors. directors (amongst which resolution on matters referred to in sub-paragraph
(8) shall require the affirmative vote of more than two-thirds of the
directors present at the board meeting) with the exception of resolutions on
matters referred to in sub- paragraphs (6), (7) and (16) which shall require
If any director is connected with the enterprises that are involved in the the affirmative vote of more than two-thirds of all the directors.
matters to be resolved by the board meetings, he shall not exercise his voting
rights for such matters, nor shall he exercise voting rights on behalf of
other directors. Such board meetings shall be convened by a majority of the
directors present thereat who are not connected. Resolutions made by the board If any director is connected with the enterprises that are involved in the
meetings shall be passed by a majority of the directors that are not matters to be resolved by the board meetings, he shall not exercise his voting
connected. The aforementioned matters that must be passed by two-thirds or rights for such matters, nor shall he exercise voting rights on behalf of
more of the directors shall be passed by votes of two-thirds or more of the other directors. Such board meetings shall be convened by a majority of the
directors that are not connected. If the number of non-connected directors directors present thereat who are not connected. Resolutions made by the board
attending the board meetings falls short of three, such matters shall be meetings shall be passed by a majority of the directors that are not
submitted to the shareholders' general meeting of the Company for approval. connected. The aforementioned matters that must be passed by two-thirds or
more of the directors shall be passed by votes of two-thirds or more of the
directors that are not connected. If the number of non-connected directors
attending the board meetings falls short of three, such matters shall be
submitted to the
shareholders' general meeting of the
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Resolutions made by the board of directors on the Company's connected Company for approval.
transactions shall come into effect only after they are signed by the
independent directors.
Resolutions made by the board of directors on the Company's connected
transactions shall come into effect only after they are signed by the
independent directors.
Article 117 Unless otherwise provided for in the laws, regulations and/or the Article 117 Article 108 Unless otherwise provided for in the laws,
relevant listing rules, the board of directors shall, within the scope of regulations, other regulatory documents and/or the relevant requirements of
authority as conferred by the shareholders' general meeting, have the right to regulatory authorities of the jurisdictions where the shares are listed andthe
decide on an investment (including risk investment) or acquisition project. relevant listing rules, the board of directors shall, within the scope of
For any major investment or acquisition project which is beyond the limits of authority as conferred by the shareholders' general meeting, have the right to
authority of the board of directors to examine and approve thereof, the board decide on an investment (including risk investment) or acquisition project.
of directors shall organize the relevant experts and professionals to conduct For any major investment or acquisition project which is beyond the limits of
an evaluation thereof and report the same to the shareholders' general meeting authority of the board of directors to examine and approve thereof, the board
for approval. of directors shall organize the relevant experts and professionals to conduct
an evaluation thereof and report the same to the
shareholders' general meeting for approval.
Article 118 The board of directors may establish the strategy and investment Article 118 Article 109 The board of directors may establish the strategy
committee, the audit and risk management committee (the supervision and investment committee, the audit and risk management committee (the
committee), the nomination and remuneration committee, the aviation safety supervision committee), the nomination committee, and the remuneration and
committee and other special committees. The members' composition, duties and appraisal committee, the aviation safety committee and other special
responsibilities, and procedures of each special committee of the board of committees. The members' composition, duties and responsibilities, and
directors are specifically determined according to the terms of reference of procedures of each special committee of the board of directors are
each specifically determined
according to the terms of reference of each
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special committee, which are drawn up by the board of directors. special committee, which are drawn up by the board of directors.
Article 123 A board of directors meeting shall only be convened if a majority Article 123 Article 114 A board of directors meeting shall only be convened if
of the number of the board members are present (including any directors a majority of the number of the board members are present (including any
appointed pursuant to Article 120 of these Articles of Association to attend directors appointed pursuant to Article 120 Article 115 of these Articles of
the meeting as the representatives of other directors). Each director has one Association to attend the meeting as the representatives of other directors).
vote. Any resolution requires the affirmative votes of more than half of all Each director has one vote. Any resolution requires the affirmative votes of
the board of directors in order to be passed. In the case of equal division of more than half of all the board of directors in order to be passed. In the
votes, the Chairman of the board of directors case of equal division of votes, the Chairman of the board of directors
is entitled to a casting vote. is entitled to a casting vote.
Article 124 Directors shall attend the meetings of the board of directors in Article 124 Article 115 Directors shall attend the meetings of the board of
person. Where a director is unable to attend a meeting for any reason, he may directors in person. Where a director is unable to attend a meeting for any
by a written power of attorney appoint another director to attend the board reason, he may by a written power of attorney appoint another director to
meeting on his behalf. The power of attorney shall set out the names of the attend the board meeting on his behalf. The power of attorney shall set out
proxies, the matters to be dealt with by the agents, the scope of the the names of the proxies, the matters to be dealt with by the agents, the
authorization and the effective term thereof. The powers of attorney shall be scope of the authorization and the effective term thereof. The powers of
signed or sealed by the principals. attorney shall be signed or sealed by the principals.
A Director appointed as the representative of another director to attend the A Director appointed as the representative of another director to attend the
meeting shall exercise the rights of a director within the scope of authority meeting shall exercise the rights of a director within the scope of authority
conferred by the appointing director. Where a director is unable to attend a conferred by the appointing director. Where a director is unable to attend a
meeting of the board of directors and has not appointed a meeting of the board of directors and has not appointed a
representative to attend the meeting on his representative to attend the meeting on his
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behalf, he shall be deemed to have waived his right to vote at the meeting. behalf, he shall be deemed to have waived his right to vote at the meeting.
Directors shall be deemed to be failed to carry out their duties if they fail Directors shall be deemed to be failed to carry out their duties if they fail
to attend two consecutive board meetings in person and to appoint an alternate to attend two consecutive board meetings in person and to appoint an alternate
director to attend board meetings on their behalf. The board of directors director to attend board meetings on their behalf. The board of directors
shall propose at the shareholders' general meeting for the removal of such shall propose at the shareholders' general meeting for the removal of such
directors. directors.
Expenses incurred by a director for attending a meeting of the board of Expenses incurred by a director for attending a meeting of the board of
directors shall be paid by the Company. These expenses include the costs of directors shall be paid by the Company. These expenses include the costs of
transportation between the premises of the director and the venue of the transportation between the premises of the director and the venue of the
meeting in different cities and accommodation expenses during the meeting. meeting in different cities and accommodation expenses during the meeting.
Rent of the meeting place, local transportation costs and other reasonable Rent of the meeting place, local transportation costs and other reasonable
out-of-pocket expenses shall be paid by the out- of-pocket expenses shall be paid by the
Company. Company.
Article 125 The board of directors may accept a written resolution in lieu of Article 125 Article 116 The board of directors may accept a written resolution
a board meeting provided that a draft of such written resolution shall be in lieu of a board meeting provided that a draft of such written resolution
delivered to each director in person, by mail, by telegram or by facsimile. If shall be delivered to each director in person, by mail, by telegram or,by
the board of directors has delivered such proposed written resolution to all facsimile or by email. If the board of directors has delivered such proposed
the directors and the directors who signed and approved such resolution have written resolution to all the directors and the directors who signed and
reached the required quorum, and the same have been delivered to the secretary approved such resolution have reached the required quorum, and the same have
of the board of directors, then such resolution shall been delivered to the secretary of the board of
take effect as a resolution of the board directors, then such resolution shall take
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meeting, without having to hold a board meeting. effect as a resolution of the board meeting, without having to hold a board
meeting.
Article 127 Where a written resolution is reached in the absence of the Article 127 Article 118 Where a written resolution is reached in the absence
statutory procedures but has been signed by the directors, even if each of the statutory procedures but has been signed by the directors, even if each
director has expressed his/her view in different ways, such resolution of the director has expressed his/her view in different ways, such resolution of the
board meeting shall have no legal effect. board meeting shall have no legal effect.
If a resolution of the meeting of the board of directors violates the laws, If a resolution of the meeting of the board of directors violates the laws,
administrative regulations or the Company's Articles of Association, the administrative regulations, other regulatory documents, or the Company's
directors who participated in the passing of such resolution shall be directly Articles of Association and resolutions of shareholders' general meetings,
liable therefor. However, if it can be proven that a director had expressly the directors who participated in the passing of such resolution shall be
objected to the resolution when the resolution was voted on, and that such directly liable therefor. However, if it can be proven that a director had
objection was recorded in the minutes of the meeting, such director may be expressly objected to the resolution when the resolution was voted on, and
released from such liability. A director who abstained from voting or was that such objection was recorded in the minutes of the meeting, such director
absence from the meeting without appointing a proxy to attend on his or her may be released from such liability. A director who abstained from voting or
behalf may not be released from such liability. A director who had expressly was absence from the meeting without appointing a proxy to attend on his or
objected to the resolution during discussion but had not clearly vote against her behalf may not be released from such liability. A director who had
such motion may not be released from such liability. expressly objected to the resolution during discussion but had not clearly
vote against such motion
may not be released from such liability.
Article 129 A director may resign prior to the expiration of his term of Article 129 Article 120 A director may resign prior to the expiration of his
office. If a director resigns from his office, he shall submit a written term of office. If a director resigns from his office, he shall submit
report of his resignation to a written report of his
the board of directors. Independent directors resignation to the board of directors.
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shall provide an explanation on the circumstances which are relevant to his Independent directors shall provide an explanation on the circumstances which
resignation and which in his opinion are necessary to bring to the attention are relevant to his resignation and which in his opinion are necessary to
of the shareholders and creditors of the Company. bring to the attention of the shareholders and creditors of the Company.
If the resignation of a director will result in the board of directors of the If the resignation of a director will result in the board of directors of the
Company having less than the statutory minimum number of directors, then such Company having less than the statutory minimum number of directors, then such
director's report of resignation shall only become effective after a new director's report of resignation shall only become effective after a new
independent director has been appointed to fill the vacancy so caused by his independent director has been appointed to fill the vacancy so caused by his
resignation. The Company shall convene an ad hoc meeting or employee resignation. The Company shall convene an ad hoc meeting or employee
representative meeting as soon as possible to elect a director to fill up the representative meeting as soon as possible to elect a director to fill up the
vacancy arising from the resignation of the director. Before a decision is vacancy arising from the resignation of the director. Before a decision is
made at the shareholders' general meeting or the employee representative made at the shareholders' general meeting or the employee representative
meeting regarding the election of the director, the functions and powers of meeting regarding the election of the director, the functions and powers of
the resigning director and the remaining board of director shall be restricted the resigning director and the remaining board of director shall be restricted
to a reasonable extent. to a reasonable extent.
If the resignation of an independent director will result in the board of If the resignation of an independent director will result in the board of
directors of the Company having less than the minimum required proportion of directors of the Company or its special committees having less than the
independent directors as required by the relevant regulatory authority, then minimum required proportion of independent directors as required by the
such independent director's report of resignation shall only become effective relevant regulatory authority laws and regulations or the Articles of
after a new independent director has been appointed to fill the Association o r resul t i n lac k o f accounting
vacancy so
professionals among the independent
caused by his resignation.
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Other than conditions aforementioned, the resignation of director shall be directors, then such independent director's report of resignation shall only
effective upon the delivery of its resignation report to the board of become effective after a new independent director has been appointed to fill
directors. the vacancy so caused by his resignation.
Other than conditions aforementioned, the resignation of director shall be
effective upon the delivery of its resignation report
to the board of directors.
C H A P T E R 1 2 : I N D E P E N D E N T DIRECTORS C H A P T E R 1 2 C H A P T E R 1 1 : INDEPENDENT DIRECTORS
Article 130 Candidates for the independent directors shall be nominated by the Article 130Article 121 Candidates for the independent directors shall be
board of directors, supervisory committee or shareholder(s) holding, whether nominated by the board of directors, supervisory committee or shareholder(s)
alone or together, one percent (1%) or more of the total amount of voting holding, whether alone or together, one percent (1%) or more of the total
shares in the Company and elected at shareholders' general meeting. amount of voting shares in the Company and elected at shareholders' general
meeting. The investor protection institution established according to laws
may publicly request the shareholders to entrust it to exercise the right
to nominate independent directors on their behalf.
(1) The nominator of a candidate for the independent directors shall seek the
consent of such candidate prior to nomination and shall have a full
understanding towards the profession, education, job position, detailed
working experience and all other positions held concurrently as well as (1) The nominator of a candidate for the independent directors shall seek the
preparing written materials containing the said information to the Company. consent of such candidate prior to nomination and shall have a full
Candidates shall undertake to the Company in writing that they have agreed to understanding towards the profession, education, job position, detailed
accept the nomination and that all disclosed information relating to them are working experience and all other positions held concurrently, and whether
true and complete and shall guarantee that they will there is any gross dishonesty or other adverse recordsas well as
preparing written materials
conscientiously perform the director's
containing the said information to the
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responsibilities when elected. Company. Candidates shall undertake to the Company in writing that they have
agreed to accept the nomination and that all disclosed information relating to
them are true and complete and shall guarantee that they will conscientiously
perform the director's responsibilities when elected.
(2) The nominator shall provide his opinion in connection with the
qualification and independency of such nominees for acting as an independent
director. If the applicable laws, regulations, other regulatory documents
and/or the relevant listing rules contain the relevant provisions, the nominee
shall make a public statement in accordance with such provisions that there
does not exist any relationship between himself and the Company which may
influence his independent objective judgement.
(3) If the nomination of a candidate for the independent directors is taken
place before the board meeting of the Company is convened and if the
applicable laws, regulations, other regulatory documentsand/or the relevant
listing rules contain the relevant provisions, the written materials
concerning the nominee set out in sub- paragraphs (1) and (2) of this Article
shall be publicly announced together with the resolutions of the board meeting
in accordance with such provisions.
(4) If a shareholder holding, alone or together, more than 3% of the
voting right
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(2) The nominator shall provide his opinion in connection with the of the Company or the supervisory committee proposes an ex tempore motion on
qualification and independency of such nominees for acting as an independent the election of non-independent directors, the written notice specifying the
director. If the applicable law, regulations and/or the relevant listing rules intention to propose a person for election as a director and the willingness
contain the relevant provisions, the nominee shall make a public statement in of the nominee to accept nomination together with the written materials and
accordance with such provisions that there does not exist any relationship undertakings containing such particulars of the nominee as set out in sub-
between himself and the Company which may influence his independent objective paragraphs (1) and (2) of this Article shall be despatched to the Company
judgement. within ten (10) days prior to the shareholders' general meeting.
(3) If the nomination of a candidate for the independent directors is taken (5) Before a general meeting of shareholders is convened to elect independent
place before the board meeting of the Company is convened and if the directors, if the applicable laws , regulations, other regulatory
applicable law, regulations and/or the relevant listing rules contain the documentsand/or the relevant listing rules contain the relevant provisions,
relevant provisions, the written materials concerning the nominee set out in the Company shall in accordance with such provisions submit relevant materials
sub- paragraphs (1) and (2) of this Article shall be publicly announced regarding all nominees to the authority in charge of securities of the State
together with the resolutions of the board meeting in accordance with such Council and/ or its local residence office and the stock exchanges on which
provisions. the Company's shares are listed. If the board of directors of the Company
objects to the qualifications of the nominees, a written opinion of the board
of directors in connection therewith shall also be submitted at the same time.
If the authority in charge of securities of the State Council has an objection
(4) If a shareholder holding, alone or together, more than 3% of the to a nominee, such nominee shall not qualified to be a candidate for election
voting right of the Company or the supervisory committee proposes an ex as an independent director. When convening a shareholders' general meeting to
tempore motion on the election of non-independent directors, the written
notice specifying the intention to propose a person for election as a director elect independent directors, the board of
and the willingness of the nominee to accept nomination together with the
written materials and undertakings containing such
particulars of the nominee as set out in sub-
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paragraphs (1) and (2) of this Article shall be despatched to the Company directors of the Company shall explain whether or not the authority in charge
within ten (10) days prior to the shareholders' general meeting. of securities of the State Council had any objection to any of the candidates
for independent directors.
(5) Before a general meeting of shareholders is convened to elect independent
directors, if the applicable law, regulations and/or the relevant listing
rules contain the relevant provisions, the Company shall in accordance with
such provisions submit relevant materials regarding all nominees to the
authority in charge of securities of the State Council and/or its local
residence office and the stock exchanges on which the Company's shares are
listed. If the board of directors of the Company objects to the qualifications
of the nominees, a written opinion of the board of directors in connection
therewith shall also be submitted at the same time. If the authority in charge
of securities of the State Council has an objection to a nominee, such nominee
shall not qualified to be a candidate for election as an independent director.
When convening a shareholders' general meeting to elect independent directors,
the board of directors of the Company shall explain whether or not the
authority in charge of securities of the State Council had any objection to
any of the candidates
for independent directors.
Article 131 A person acting as an independent director shall fulfil the Article 131Article 122 A person acting as an independent director shall fulfil
following basic requirements: the following basic requirements:
(1) he or she shall possess the qualifications (1) he or she shall possess the qualifications
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to act as the director of the Company in accordance the relevant laws, to act as the director of the Company in accordance the relevant requirements
administrative regulations and other relevant regulations; oflaws, administrative regulations and other relevant regulations regulatory
documents;
(2) he or she conforms with independence required by the relevant laws,
administrative regulations, department rules and regulations and the listing (2) he or she conforms with independence required by the relevant laws,
rules; administrative regulations, department rules and regulations other regulatory
documents and the listing rules;
(3) he or she possesses the basic knowledge of operation of a listed company
and is familiar with relevant laws and administrative regulations as well as (3) he or she possesses the basic knowledge of operation of a listed company
rules and regulations (including but not limited to the accounting and is familiar with relevant laws and administrative regulations as well as
principles); rules and regulations (including but not limited to the accounting
principles);
(4) he or she shall have not less than 5 years experience in law, economics
or other working experience necessary for performing duties of an independent (4) he or she shall have not less than 5 years experience in law,
director; accounting,economics or other working experience necessary for performing
duties of an independent director;
(5) he or she shall fulfil other conditions as provided for in these
Articles of Association. (5) he or she shall have good character traits and shall not have any
gross dishonesty or other adverse records;
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(6) he or she shall fulfil other conditions as provided for in these Articles
of Association.
Article 132 Independent directors shall have independence. Unless otherwise Article 132 Article 123 Independent directors shall have independence.
required by the relevant laws, administrative regulations and/or the relevant Unless otherwise required by the relevant laws, administrative regulations,
listing rules, none of the following persons shall act as independent other regulatory documentsand/or the relevant listing rules, none of the
directors: following persons shall act as independent directors:
(1) persons working in the Company or its subsidiaries, as well as their (1) persons working in the Company or its subsidiaries, as well as their
direct family members or major social relations (in which direct family direct family members or major social relations (in which direct family
members refer to their spouses, parents and children etc.; and major social members refer to their spouses, parents and children etc.; and major social
relations refer to siblings, parents-in-law, sons or daughters-in-law, spouses relations refer to siblings, parents-in-law, sons or daughters-in-law, spouses
of their siblings and siblings of their spouses etc.); of their siblings and siblings of their spouses etc.);
(2) natural person shareholders as well as their direct family members who (2) natural person shareholders as well as their direct family members who
directly or indirectly hold not less than one percent (1%) of the issued directly or indirectly hold not less than one percent (1%) of the issued
shares of the Company or who are ranked as the top ten shareholders of the shares of the Company or who are ranked as the top ten shareholders of the
Company; Company;
(3) persons as well as their direct family members who work in entities (3) persons as well as their direct family members who work in entities
which are such shareholders of the Company directly or indirectly holding not which are such shareholders of the Company directly or indirectly holding not
less than five percent (5%) of the shares of the Company in issue or which are less than five percent (5%) of the shares of the Company in issue or which are
ranked as the top five shareholders of the Company; ranked as the top five shareholders of the Company;
(4) persons who have satisfied the conditions stated in the above three (4) persons who have satisfied the conditions stated in the above three
subparagraphs within the most recent year; subparagraphs
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(5) persons who provide financial, legal and consultation services and within the most recent year;persons as well as their direct family members who
otherwise to the Company or its subsidiaries; work in the subsidiary of the Company's controlling shareholder and actual
controller;
(6) persons who are determined by the authority in charge of securities to
be unqualified to act as independent directors. (5) persons who provide financial, legal and consultation services and
otherwise to the Company or its subsidiaries;persons who have material
business transactions with the Company and its controlling shareholders,
actual controllers or their respective subsidiaries, or persons who hold
positions in such entities and their controlling shareholders or actual
controllers that have material business transactions with the same;
(6) persons who provide financial, legal, consulting, recommendation and
other services for the Company, its controlling shareholders, actual
controllers or their respective subsidiaries, including but not limited to all
personnel of the project team, reviewers at all levels, personnel signing the
report, partners, directors, senior officers and principal responsible persons
of the intermediary institutions providing services;
(7) persons who have satisfied the conditions stated in sub-paragraph
(1) to sub-paragraph (6) in the last 12 months;
(6) (8) persons who are determined by the authority in charge of
securities to be
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unqualified to act as independent directors.
The subsidiaries of the controlling shareholders and actual controllers of
the Company mentioned in preceding sub- paragraphs (4) to (6) do not include
the enterprises controlled by the same state- owned assets management
institution as the Company and not forming a connected relationship with the
Company according to relevant regulations.
Independent directors shall conduct self- examination on their independence
every year and submit the self-examination results to the board of directors.
The board of directors shall evaluate the independence of the independent
directors in office and issue special opinions every year, which
shall be
disclosed together with the annual report.
Article 133 If an independent director fails to attend three consecutive board Article 133 Article 124 If an independent director fails to attend three two
meetings in person, the board of directors shall propose at the shareholders' consecutive board meetings in person and to appoint other independent
general meeting that such independent director should be removed. Except for directors to attend on his/her behalf, the board of directors shall propose at
circumstances described above, the circumstances as provided for in the third the shareholders' general meeting that such independent director should be
paragraph of Article 124 of these Articles of Association and those set out in removed. Except for circumstances described above, the circumstances as
the Company Law that a person is unqualified to act as a director, an provided for in the third paragraph of Article 124 of these Articles of
independent director shall not be removed without cause from his office before Association and those set out in the Company Law that a person is unqualified
the expiration of his term of office. Where an to act as a director, an independent director shall not be removed
independent director is removed from office without cause from his office before the
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prior to the expiration of his/her term of office, the Company shall make expiration of his term of office. Where an independent director is removed
special disclosure in relation thereto. The removed independent director may from office prior to the expiration of his/her term of office by the Company
make a public statement if he believes that he has been improperly removed through statutory procedures, the Company shall make special disclosure in
from his office. relation thereto. The removed independent director may make a public
statement if he believes that he has been
improperly removed from his office.
Article 125 Independent directors shall perform the following duties:
(1) to participate in the decision-making of the board of directors and
express clear opinions on the matters discussed;
(2) to supervise the potential material conflicts of interest between the
Company and its controlling shareholders, actual controllers, directors and
senior officers in accordance with the relevant provisions of the Measures for
the Administration of Independent Directors of Listed Companies, so as to
ensure that the decisions of the board of directors are in line with the
overall interests of the Company and protect the legitimate rights and
interests of minority shareholders;
(3) to provide professional and objective suggestions on the operation and
development of the Company, and promote the improvement of the decision-
making level of the board of directors;
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(4) other duties as stipulated by laws, regulations and the Articles of
Association.
Article 134 Apart from such powers as conferred on a director under the Article 134 Article 126 Apart from such powers as conferred on a director
Company Law and other relevant laws and regulations and the Articles of under the Company Law and other relevant laws, and regulations, other
Association, an independent director shall also have the following special regulatory documents and the Articles of Association, an independent director
functions and powers: shall also have the following special functions and powers:
(1) with respect to the material connected transactions (as determined based (1) with respect to the material connected transactions (as determined based
on the standards promulgated from time to time by the competent regulatory on the standards promulgated from time to time by the competent regulatory
departments) and the appointment or removal of an accounting firm that are departments) and the appointment or removal of an accounting firm that are
subject to be considered at a shareholders' general meeting in accordance with subject to be considered at a shareholders' general meeting in accordance with
the laws, regulations and/or the relevant listing rules, if the applicable the laws, regulations and/or the relevant listing rules, if the applicable
law, regulations and/or relevant listing rules contain the relevant law, regulations and/or relevant listing rules contain the relevant
provisions, the transactions and appointment and removal set out above shall provisions, the transactions and appointment and removal set out above shall
be endorsed by not less than one-half (1/2) of the independent directors be endorsed by not less than one-half (1/2) of the independent directors
before submitting to the board of directors for discussion. None of the before submitting to the board of directors for discussion. None of
resolution reached by the board of directors with respect to the connected the resolution reached by the board of directors with respect to the
transactions entered into by the Company shall become effective unless such connected transactions entered into by the Company shall become effective
resolution is signed by the independent directors. Prior to making a judgment, unless such resolution is signed by the independent directors. Prior to making
the independent directors may appoint an intermediary to issue an independent a judgment, the independent directors may appoint an intermediary to issue an
financial adviser's report as a basis of their judgment; (2) He or she may independent financial adviser's report as a basis of their judgment.
give recommendations to the board of to independently
directors as to the engagement, or engage an intermediary to audit, consult
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termination of the engagement, of an accounting firm; (3) He or she may on or verify specific matters of the Company;
propose to the board of directors to convene an extraordinary general meeting;
(4) He or she may propose to convene a board meeting; (5) He or she may engage
external auditors or advisers independently; (6) He or she may solicit votes
from shareholders prior to the shareholders' general meeting; (7) He or she (2) He or she may give recommendations to the board of directors as to the
may directly report the relevant issues to the shareholders' general meeting, engagement, or termination of the engagement, of an accounting firm; to
the authority in charge of securities of the State Council and other relevant propose to the board of directors to convene an extraordinary general meeting;
departments.
(3) He or she may propose to the board of directors to convene an
An independent director shall obtain the consent from not less than one-half extraordinary general meeting; (4) He or she may to propose to convene a board
(1/2) of all independent directors for exercising their functions and powers meeting;
in the case of exercising his/her functions as described in sub-paragraphs
(2), (3), (4), (6) and (7) of this Article set out above, and the unanimous
consent from all independent directors in the case of exercising his/her
functions as described in sub-paragraph (5) of this Article as set out above. (4) to publicly solicit shareholders' rights from shareholders according to
laws;
(5) He or she may engage external auditors
or advisers independently; to express independent opinions on matters that
may damage the rights and interests of the Company or minority shareholders;
(6) He or she may solicit votes from shareholders prior to the
shareholders' general meeting; other functions and powers as stipulated by
laws, regulations and the Articles of Association.
(7) He or she may directly report the relevant issues to the shareholders'
general meeting, the authority in charge of securities of the Stat e Counci
l an d othe r relevant
departments.
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An independent director shall obtain the consent from not less than one-half
(1/2) of all independent directors for exercising their functions and powers
in the case of exercising his/her functions as described in sub-paragraphs
(2), (3), (4), (6) and (7) of this Article set out above, and the unanimous
consent from all independent directors in the case of exercising his/her
functions as described in sub-paragraph (5) of this Article as set out above.
An independent director shall obtain the consent from more than half of all
independent directors in the case of exercising his/her functions as
described in preceding sub-paragraphs (1) to (3).
If an independent director exercises the functions and powers as described in
the sub-paragraph (1) of this Article, the Company shall timely disclose the
same. If the aforesaid functions and powers cannot be normally exercised, the
Company shall disclose the specific
circumstances and reasons.
Article 135 Apart from the duties set forth above, independent directors shall Article 135 Article 127 Apart from the duties set forth above, independent
also express their independent opinion on the following major matters to the directors shall also express their independent opinion on the following major
board of directors or at a shareholders' general matters to the board of directors or at a shareholders' general
meeting: meeting:
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(1) nomination or removal of directors; (1) nomination or removal of directors;
(2) appointment or removal of senior officers; (2) appointment or removal of senior officers;
(3) the remuneration of directors and senior officers; (3) the remuneration of directors and senior officers;
(4) matters which the independent directors believe may impair the rights (4) matters which the independent directors believe may impair the rights
and interests of minority shareholders; and interests of minority shareholders;
(5) material financial transactions between the Company and its (5) material financial transactions between the Company and its
shareholders, de facto controlling person or their affiliates; shareholders, de facto controlling person or their affiliates;
(6) profit distribution plan proposed to the board of directors of the (6) profit distribution plan proposed to the board of directors of the
Company for their review and consideration; Company for their review and consideration;
(7) failure of the board of directors of the Company to produce proposal in (7) failure of the board of directors of the Company to produce proposal in
connection with profit distribution in cash; connection with profit distribution in cash;
(8) other matters provided for by the applicable laws and regulations, (8) other matters provided for by the applicable laws and regulations,
departmental rules or the articles of association of the Company. departmental rules or the articles of association of the Company.
Independent directors shall give one of the following opinions in relation to Independent directors shall give one of the following opinions in relation to
the above matters: agree; qualified opinion and reasons therefore; oppose and the above matters: agree; qualified opinion and reasons therefore; oppose and
reasons therefore; unable to form an opinion and the impediments to doing so. reasons therefore; unable to form an opinion and the impediments to
doing so. The following
matters shall be submitted to the board
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of directors for consideration after being approved by more than half of all
independent directors:
(1) connected transactions that should be disclosed;
(2) changes in or waivers of commitments by the Company and related parties;
(3) the decisions made and measures taken by the board of directors of the
acquired company in connection with the acquisition;
(4) other matters as stipulated by laws, regulations and the Articles of
Association.
Article 128 The independent directors shall hold special meetings on a regular
or irregular basis, and the matters as described in sub-paragraphs (1) to (3)
of paragraph 1 of Article 126 and Article 127 of these Articles of Association
shall be considere d a t specia l meeting s of independent directors.
The special meeting of independent directors may study and discuss other
matters of the Company as required.
The special meeting of independent directors shall be convened and presided
over by an independent director jointly recommended by more than half of the
independent directors; if the convener
does not perform his duties or is unable
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to perform his duties, two or more independent directors may convene the
meeting and elect a representative to preside over the meeting on their own.
The Company shall provide convenience and support for the convening of special
meetings of independent directors.
CHAPTER 13: SECRETARY OF THE BOARD OF DIRECTORS CHAPTER 13 CHAPTER 12: SECRETARY OF THE BOARD OF DIRECTORS
Article 138 The secretary of the Company's board of directors shall be a Article 138 Article 131 The secretary of the Company's board of directors
natural person who has the requisite professional knowledge and experience, shall be a natural person who has the requisite professional knowledge and
and shall be appointed by the board of directors. experience, and shall be appointed by the board of directors.
The main tasks and duties of the secretary of the board of directors include: The main tasks and duties of the secretary of the board of directors include:
… …
(10) other duties as stipulated by laws, administrative regulations, rules and (10) other duties as stipulated by laws, administrative regulations, rules and
the listing rules of the jurisdictions in which the shares of the Company are the listing rules of the jurisdictions in which the shares of the Company are
listed and other regulatory documents and the Articles of Association. listed and othe r regulator y document s , other regulatory documents
(including the listin g rules ) and the Articles of
Association.
CHAPTER 14: PRESIDENT CHAPTER 14 CHAPTER 13: PRESIDENT
Article 145 In performing their duties and powers, the president, vice Article 145 Article 138 In performing their duties and powers, the president,
presidents, chief accountant, chief pilot, general legal counsel and other vice presidents, chief accountant, chief pilot, general legal counsel and
senior officers shall act honestly and diligently in accordance with other senior officers shall act honestly and diligently in
laws,
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administrative regulations and the Articles of Association. accordance with laws, administrative regulations, other regulatory
documents
and the Articles of Association.
C H A P T E R 1 5 : S U P E R V I S O R Y COMMITTEE C H A P T E R 1 5 C H A P T E R 1 4 : SUPERVISORY COMMITTEE
Article 147 The supervisory committee shall compose of five (5) supervisors. Article 147Article 140 The supervisory committee shall compose of five (5)
The number of outside supervisor (hereinafter meaning supervisors who do not supervisors. The number of outside supervisor (hereinafter meaning supervisors
hold office in the Company) shall account for one half or more of the total who do not hold office in the Company) shall account for one half or more of
number of supervisory committee members. The number of supervisors the total number of supervisory committee members. The number of supervisors
representing employees shall not be less than one-third (1/3) of the total representing employees shall not be less than one-third (1/3) of the total
number of supervisors. The supervisory committee shall have one (1) chairman. number of supervisors. The supervisory committee shall have one (1) chairman
Each supervisor shall serve for a term of 3 years, which term is renewable who shall be elected by more than half of the number of supervisors. Each
upon reelection and re- appointment. supervisor shall serve for a term of 3 years, which term is renewable upon
reelection and re-appointment.
The election or removal of the chairman of the supervisory committee shall be
determined by the affirmative votes of two- thirds or more of the members of The election or removal of the chairman of the supervisory committee shall be
the supervisory committee. determined by the affirmative votes of two- thirds or more of the members of
the supervisory committee.
The chairman of the supervisory committee shall organise the implementation of
the duties of the supervisory committee. The chairman of the supervisory committee shall organise the implementation of
the duties of the supervisory committee.
Article 150 The cumulative voting method may be adopted for voting the Article 150 Article 143 The cumulative voting method may shallbe adopted for
resolution to elect supervisors (excluding supervisors acted by staff voting the resolution to elect supervisors (excluding supervisors acted by
representatives) at the staff
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shareholders' general meeting of the Company. Namely, for the election of more representatives) at the shareholders' general meeting of the Company. Namely,
than two supervisors at the shareholders' general meeting, each share held by for the election of more than two supervisors at the shareholders' general
the shareholders participating in the voting shall carry the voting right meeting, each share held by the shareholders participating in the voting shall
equal to the total number of supervisors to be elected. The shareholders can carry the voting right equal to the total number of supervisors to be elected.
either cast all the votes to elect one person or cast the votes to elect The shareholders can either cast all the votes to elect one person or cast the
votes to elect
several persons.
several persons.
Article 156 Resolutions of the supervisory committee shall be passed by the Article 156 Article 149 Resolutions of the supervisory committee shall be
affirmative vote of two-thirds or more of all of its members. passed by more than half of the number of supervisors the affirmative vote
of two- thirds or more of all of its members.
CHAPTER 16: THE QUALIFICATIONS AND DUTIES OF THE DIRECTORS, SUPERVISORS, CHAPTE R 1 6 CHAPTE R 15 : THE QUALIFICATIONS AND DUTIES OF THE D I R E C T O
PRESIDENT, VICE PRESIDENTS AND OTHER SENIOR OFFICERS OF THE COMPANY R S , S U P E R V I S O R S , PRESIDENT, VICE PRESIDENTS AND OTHER SENIOR
OFFICERS OF THE
COMPANY
Article 162 The validity of an act carried out by a director, the president, Article 162 The validity of an act carried out by a director, the president,
vice presidents, financial controller or other senior officers of the Company vice presidents, financial controller or other senior officers of the Company
on behalf of the Company as against a bona fide third party, shall not be on behalf of the Company as against a bona fide third party, shall not be
affected by any irregularity in his office, affected by any irregularity in his office,
election or any defect in his qualification. election or any defect in his qualification.
Article 163 In addition to the obligations imposed by laws, administrative Article 163 In addition to the obligations imposed by laws, administrative
regulations or the listing rules of the stock exchange on which shares of the regulations or the listing rules of the stock exchange on which shares of the
Company are listed, each of the Company's directors, supervisors, president, Company are listed, each of the Company's directors, supervisors, president,
vice presidents and other senior vice presidents and other senior
officers owes a duty to each shareholder, in officers owes a duty to each shareholder, in
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the exercise of the functions and powers entrusted to him by the Company: the exercise of the functions and powers entrusted to him by the Company:
(1) not to cause the Company to exceed the scope of business stipulated in its (1) not to cause the Company to exceed the scope of business stipulated in its
business licence; business licence;
(2) to act honestly and in the best interests of the Company; (2) to act honestly and in the best interests of the Company;
(3) not to deprive the Company of its assets property in any way, including (3) not to deprive the Company of its assets property in any way, including
(but not limited to) any opportunities which benefit the Company; (but not limited to) any opportunities which benefit the Company;
(4) not to deprive shareholders of the individual rights of, including (but (4) not to deprive shareholders of the individual rights of, including (but
not limited to) rights to distribution and voting rights, save and except not limited to) rights to distribution and voting rights, save and except
pursuant to a restructuring of the Company which has been submitted to the pursuant to a restructuring of the Company which has been submitted to the
shareholders for approval in accordance with the Articles of shareholders for approval in accordance with the Articles of
Association. Association.
Article 164 Each of the Company's directors, supervisors, president, vice Article 164 Each of the Company's directors, supervisors, president, vice
presidents and other senior officers owes a duty, in the exercise of his presidents and other senior officers owes a duty, in the exercise of his
powers or in the discharge of his duties, to exercise the care, diligence and powers or in the discharge of his duties, to exercise the care, diligence and
skill that a reasonably prudent person would exercise in comparable skill that a reasonably prudent person would exercise in comparable
circumstances, including but not limited to compliance with the standards of circumstances, including but not limited to compliance with the standards of
the professional ethics and code of conduct formulated by the the professional ethics and code of conduct formulated by the
Company. Company.
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Article 165 Each of the Company's directors, supervisors, president, vice Article 165 Article 155 The directors of the Company shall comply with the
presidents and other senior officers shall exercise his powers or perform his laws, administrative regulations and these Articles of Association, and shall
duties in accordance with the fiduciary principle; and shall not put himself have the following loyalty obligations to the Company:
in a position where his duty and his interest may conflict. This principle
includes (without limitation) discharging the following obligations:
(1) not to take advantage of his authority to accept bribes or other illegal
income, and not to misappropriate the property of the Company;
(1) to act honestly in the best interests of the Company;
(2) not to misappropriate the funds of the Company;
(2) to act within the scope of his powers and not to exceed such powers;
(3) not to open an account in his own name or in the name of any other
(3) to exercise the discretion vested in him personally and not to allow individual to deposit the assets or funds of the Company;
himself to act under the control of another and, unless and to the extent
permitted by laws, administrative regulations or with the informed consent of
shareholders given in a general meeting, not to delegate the exercise of his
discretion; (4) not to lend the Company's funds to others or provide guarantees for
others with the Company's property in violation of the provisions of these
Articles of Association and without the consent of the shareholders' general
meetings or the board of directors;
(4) to treat shareholders of the same class equally and to treat
shareholders of different classes fairly;
(5) not to enter into contracts or conduct transactions with the Company in
violation of the provisions of these Articles of Association or without the
(5) unless otherwise provided for in the Articles of Association or except consent of the shareholders' general meeting;
with the informed consent of the shareholders given in a general meeting, not
to enter into any contract, transaction or arrangement with the Company;
(6) without the consent of the shareholders' general meeting, not to
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(6) not to use the Company's property for his own benefit, without the take advantage of his authority to seek for himself or others business
informed consent of the shareholders given in a general meeting; opportunities that should belong to the Company, or to engage in business of
the same kind as that of the Company for himself or others;
(7) not to exploit his position to accept bribes or other illegal income
or misappropriate the Company's property in any way, including (but not (7) not to accept commissions from transactions with the
limited to) opportunities which benefit the Company; Company for his own benefit;
(8) not to accept commissions in connection with the Company's transactions, (8) not to disclose the secrets of the Company without
without the informed consent of the shareholders given in a general meeting; authorization;
(9) to comply with the Company's Articles of Association, to perform his (9) not to damage the interests of the Company by taking
official duties faithfully, to protect the Company's interests and not to advantage of its connected relationship;
exploit his position and power in the Company to advance his own interests;
(10) other loyalty obligations stipulated by laws ,
(10) not to compete with the Company in any way, save with the informed administrativ e regulations, departmental rules and these Articles of
consent of the shareholders given in a general meeting; Association.
(11) not to misappropriate the Company's funds, not to use the Company's The income obtained by a director in violation of the provisions of this
assets to set up deposit accounts in his own name or in any other name, and Article shall belong to the Company; If any loss is caused to the Company,
not to lend the funds of the Company to other party or to use the assets of he/she shall be liable for compensation. Each of the Company's directors,
the Company to guarantee the debts of a third party unless with the full supervisors, president, vice presidents and other senior officers shall
knowledge and consent of the shareholders given at a shareholders' general exercise his powers or perform his duties in accordance with the fiduciary
meetings or principle; and shall not put himself in a position where his duty and his
interest may conflict. This principle includes (without limitation)
of the board of directors;
discharging the following obligations:
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(12) not to release any confidential information which he has obtained (1) to act honestly in the best interests of the Company;
during his term of office, without the informed consent of the shareholders in
a general meeting; nor shall he use such information otherwise than for the
Company's benefit, save that disclosure of such information to the court or
other governmental authorities is permitted if: (2) to act within the scope of his powers and not to exceed such powers;
(i) disclosure is required by the law; (3) to exercise the discretion vested in him personally and not to allow
himself to act under the control of another and, unless and to the extent
permitted by laws, administrative regulations or with the informed consent
of shareholders given in a general meeting, not to delegate the exercise of
(ii) in the public interests; his discretion;
(iii) in the interests of the relevant director, supervisor, president, vice (4) to treat shareholders of the same class equally and to treat
presidents or other senior officer. shareholders of different classes fairly;
Gains derived by the directors, the president, the vice president and other (5) unless otherwise provided for in the Articles of Association or except
senior management personnel in violation of this Article shall be vested in with the informed consent of the shareholders given in a general meeting, not
the Company. The said officers shall be liable for damages should their to enter into any contract, transaction or arrangement with the Company;
actions cause losses to the Company.
(6) not to use the Company's property for his own benefit, without the
informed consent of the shareholders given in a general meeting;
(7) not to exploit his position to accept bribes or other illegal income
or misappropriate the Company's property in any way, including (but
not limited to)
opportunities which benefit the Company;
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(8) not to accept commissions in connection with the Company's transactions,
without the informed consent of the shareholders given in a general meeting;
(9) to comply with the Company's Articles of Association, to perform his
official duties faithfully, to protect the Company's interests and not to
exploit his position and power in the Company to advance his own interests;
(10) not to compete with the Company in any way, save with the informed
consent of the shareholders given in a general meeting;
(11) not to misappropriate the Company's funds, not to use the Company's
assets to set up deposit accounts in his own name or in any other name, and
not to lend the funds of the Company to other party or to use the assets of
the Company to guarantee the debts of a third party unless with the full
knowledge and consent of the shareholders given at a shareholders' general
meetings or of the board of directors;
(12) not to release any confidential information which he has
obtained during his term of office, without the informed consent of the
shareholders in a general meeting; nor shall he use such information otherwise
than for the Company's benefit, save that disclosure of such information to
the court or other governmental authorities is
permitted if:
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(i) disclosure is required by the law;
(ii) in the public interests;
(iii) in the interests of the relevant director, supervisor, president, vice
presidents or other senior officer.
Gains derived by the directors, the president, the vice president and other
senior management personnel in violation of this Article shall be vested in
the Company. The said officers shall be liable for damages should their
actions cause losses to the
Company.
Article 156 Directors shall abide by laws, administrative regulations and
these Articles of Association, and shall have the following diligence
obligations to the Company:
(1) to exercise the rights granted by the Company cautiously,
conscientiously and diligently to ensure that the business activities of the
Company comply with the requirements of national laws, administrative
regulations and various national economic policies, and that the business
activities do not exceed the business scope specified in the business license;
(2) to treat all shareholders fairly;
(3) to keep abreast of the business operation and management status of
the Company;
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(4) to sign a written confirmation opinion on the periodic report of the
Company. Ensure that the information disclosed by the Company is true,
accurate and complete;
(5) to provide the board of supervisors with relevant information and
materials truthfully, and not to hinder the board of supervisors or
supervisors from exercising their powers;
(6) other diligence obligations stipulated by laws, administrative
regulations, departmental rules and these Articles of
Association.
Article 157 Directors shall be deemed to be failed to carry out their duties
if they fail to attend two consecutive board meetings in person and to appoint
other directors to attend board meetings on their behalf. The board of
directors shall propose at the shareholders' general meeting for the
removal of such directors.
Article 158 The provisions in Article 155 on the loyalty obligation of
directors and in sub-paragraphs (4), (5) and (6) of Article 156 on the
diligence obligation
shall also apply to senior officers.
Article 159 Supervisors shall abide by laws, administrative regulations and
these Articles of Association, and shall have the obligations of loyalty and
diligence to the Company. Supervisors shall neither accept bribes or
other illegal income by taking
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advantage of their authority, nor shall they misappropriate the
property of the
Company.
Article 166 Should the directors, the supervisors, the president, the vice Article 166 Article 160 Should the directors, the supervisors, the president,
president and other senior management personnel be requested to attend a the vice president and other senior management personnel be requested to
shareholders' general meeting as non-voting attendees, such directors, attend a shareholders' general meeting as non-voting attendees, such
supervisors, president, vice president and other senior management personnel directors, supervisors, All directors, supervisors and the secretary of the
shall attend the same as non-voting attendees and provide response and board of directors of the Company shall attend the shareholders' general
explanations to the interrogations and suggestion raised by the shareholders. meeting when the meeting is convened, and president, vice president and other
senior management personnel shall attend the same as non-voting attendees and
provide response and explanations to the interrogations and suggestion raised
by the shareholders.
Directors, supervisors, presidents, vice presidents and other senior
management personnel shall inform the supervisory committee of the relevant
status and provide the same with the relevant information in accordance with
the facts and shall not preclude the supervisory committee from exercising its Directors, supervisors, presidents, vice presidents and other senior
functions and powers. management personnel shall inform the supervisory committee of the relevant
status and provide the same with the relevant information in accordance with
the facts and shall not preclude the supervisory committee from exercising its
functions and
powers.
Article 167 Each director, supervisor, president, vice presidents and other Article 167 Each director, supervisor, president, vice presidents and other
senior officer of the Company shall not direct the following persons or senior officer of the Company shall not direct the following persons or
institutions ("associates") to act in a manner which he institutions ("associates") to act in a manner which he
is prohibited from so acting: is prohibited from so acting:
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(1) the spouse or minor child of the director, supervisor, president, vice (1) the spouse or minor child of the director, supervisor, president, vice
presidents or other senior officer; presidents or other senior officer;
(2) the trustee of the director, supervisor, president, vice presidents or (2) the trustee of the director, supervisor, president, vice presidents or
other senior officer or of any person described in sub- paragraph (1) above; other senior officer or of any person described in sub- paragraph (1) above;
(3) the partner of that director, supervisor, president, vice presidents or (3) the partner of that director, supervisor, president, vice presidents or
other senior officer or any person referred to in sub- paragraphs (1) and (2) other senior officer or any person referred to in sub- paragraphs (1) and (2)
of this Article; of this Article;
(4) a company in which that director, supervisor, president, vice (4) a company in which that director, supervisor, president, vice
presidents or other senior officer, whether alone or jointly with any person presidents or other senior officer, whether alone or jointly with any person
referred to in sub- paragraphs (l), (2) and (3) of this Article and other referred to in sub- paragraphs (l), (2) and (3) of this Article and other
directors, supervisors, president and other senior officers, has de facto directors, supervisors, president and other senior officers, has de facto
controlling interest; controlling interest;
(5) the directors, supervisors, president, vice presidents and other senior (5) the directors, supervisors, president, vice presidents and other senior
officers of a company which is being controlled in the officers of a company which is being controlled in the
manner set out in sub- paragraph (4) above. manner set out in sub- paragraph (4) above.
Article 170 Subject to Article 59 hereof, a director, supervisor, president, Article 170 Subject to Article 59 hereof, a director, supervisor, president,
vice president or other senior officer of the Company may be relieved of vice president or other senior officer of the Company may be relieved of
liability for specific breaches of his duty with the informed consent of the liability for specific breaches of his duty with the informed consent of the
shareholders given at a general meeting. shareholders given at a general meeting.
Article 171 Where a director, supervisor, Article 171 Article 163 Where a director,
president, vice president or other senior officer of the Company is supervisor, president, vice president or other senior officer of the Company
in any way, is in any way,
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directly or indirectly, materially interested in a contract, transaction or directly or indirectly, materially interested in a contract, transaction or
arrangement or proposed contract, transaction or arrangement with the Company, arrangement or proposed contract, transaction or arrangement with the
(other than his contract of service with the Company), he shall declare the Company, (other than his contract of service with the Company), he shall
nature and extent of his interests to the board of directors at the earliest declare the nature and extent of his interests to the board of directors at
opportunity, whether or not the contract, transaction or arrangement or the earliest opportunity, whether or not the contract, transaction or
proposal therefore is otherwise subject to the approval of the board of arrangement or proposal therefore is otherwise subject to the approval of the
directors. board of directors.
Subject to the exceptions provided by these Articles of Association, a Subject to the exceptions provided by these Articles of Association, a
director shall not vote at the relevant meeting of the board of directors in director shall not vote at the relevant meeting of the board of directors in
respect of any contract, transaction or arrangement in which he, or his respect of any contract, transaction or arrangement in which he, or his
connected persons (as defined in the applicable listing rules as amended from connected persons (as defined in the applicable listing rules as amended from
time to time), are materially interested and he shall not be counted as part time to time), are materially interested and he shall not be counted as part
of the quorum of such meeting. of the quorum of such meeting.
Unless an interested director, supervisor, president, vice president or other Unless an interested director, supervisor, president, vice president or other
senior officer discloses his interests in accordance with the first senior officer discloses his interests in accordance with the first
sub-paragraph of this Article and he is not counted as part of the quorum and sub-paragraph of this Article and he is not counted as part of the quorum and
refrains from voting, such transaction is voidable at the instance of the refrains from voting, such transaction is voidable at the instance of the
Company except as against a bona fide party thereto who does not have notice Company except as against a bona fide party thereto who does not have notice
of the breach of duty by the interested director, supervisor, president, of the breach of duty by the interested director, supervisor, president,
vice president or other senior vice president or other senior
officer. officer.
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A director, supervisor, president, vice president or other senior officer of A director, supervisor, president, vice president or other senior officer of
the Company is deemed to be interested in a contract, transaction or the Company is deemed to be interested in a contract, transaction or
arrangement in which arrangement in which
his associate is interested. his associate is interested.
Article 172 Where a director, supervisor, president, vice president or other Article 172 Where a director, supervisor, president, vice president or other
senior officer of the Company gives to the board of directors a notice in senior officer of the Company gives to the board of directors a notice in
writing stating that, by reason of the facts specified in the notice, he is writing stating that, by reason of the facts specified in the notice, he is
interested in contracts, transactions or arrangements which may subsequently interested in contracts, transactions or arrangements which may subsequently
be made by the Company, that notice shall be deemed for the purposes of the be made by the Company, that notice shall be deemed for the purposes of the
preceding Article to be a sufficient declaration of his interests, so far as preceding Article to be a sufficient declaration of his interests, so far as
the content stated in such notice is concerned, provided that such notice the content stated in such notice is concerned, provided that such notice
shall have been given before the date on which the question of entering into shall have been given before the date on which the question of entering into
the relevant contract, transaction or arrangement is first taken into the relevant contract, transaction or arrangement is first taken into
consideration by the consideration by the
Company. Company.
Article 173 The Company shall not pay taxes for or on behalf of a director, Article 173 The Company shall not pay taxes for or on behalf of a director,
supervisor, president, vice president or other senior officer in any manner. supervisor, president, vice president or other senior officer in any manner.
Article 174 The Company shall not directly or indirectly make a loan to or Article 174 The Company shall not directly or indirectly make a loan to or
provide any guarantee in connection with the making of a loan to a director, provide any guarantee in connection with the making of a loan to a director,
supervisor, president, vice president or other senior officer of the Company supervisor, president, vice president or other senior officer of the Company
or of the Company's holding company or any of their respective or of the Company's holding compan y o r an y o f thei r respective
associates. associates.
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The foregoing prohibition shall not apply to the following circumstances: The foregoing prohibition shall not apply to the following circumstances:
(1) the provision by the Company of a loan or a guarantee in connection with (1) the provision by the Company of a loan or a guarantee in connection with
the making of a loan to its subsidiary: the making of a loan to its subsidiary:
(2) the provision by the Company of a loan or a guarantee in connection with (2) the provision by the Company of a loan or a guarantee in connection with
the making of a loan or any other funds available to any of its directors, the making of a loan or any other funds available to any of its directors,
supervisors, president, vice presidents and other senior officers to meet supervisors, president, vice presidents and other senior officers to meet
expenditure incurred or to be incurred by him for the purposes of the Company expenditure incurred or to be incurred by him for the purposes of the Company
or for the purpose of enabling him to perform his duties properly, in or for the purpose of enabling him to perform his duties properly, in
accordance with the terms of a service contract approved by the shareholders accordance with the terms of a service contract approved by the shareholders
in a general meeting; in a general meeting;
(3) if the ordinary course of business of the Company includes the lending (3) if the ordinary course of business of the Company includes the lending
of money or the giving of guarantees, the Company may make a loan to or of money or the giving of guarantees, the Company may make a loan to or
provide a guarantee in connection with the making of a loan to any of the provide a guarantee in connection with the making of a loan to any of the
relevant director, supervisor, president, vice president and any other senior relevant director, supervisor, president, vice president and any other
officer or his or her respective associates in the ordinary course senior officer or his or her respective associates in the ordinary course of
of its its
business on normal commercial terms. business on normal commercial terms.
Article 175 Any person who receives funds from a loan which has been made by Article 175 Any person who receives funds from a loan which has been made by
the Company acting in breach of the preceding Article shall, irrespective of the Company acting in breach of the preceding Article shall, irrespective of
the terms of the the terms of the
loan, forthwith repay such funds. loan, forthwith repay such funds.
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Article 176 A guarantee for the repayment of a loan which has been provided by Article 176 A guarantee for the repayment of a loan which has been provided by
the Company acting in breach of Article 174(1) of these Articles of the Company acting in breach of Article 174(1) of these Articles of
Association shall not be enforceable against the Company, save in respect of Association shall not be enforceable against the Company, save in respect of
the following circumstances: the following circumstances:
(1) the guarantee was provided in connection with a loan which was made to (1) the guarantee was provided in connection with a loan which was made to
an associate of any of the director, supervisor, president, vice president and an associate of any of the director, supervisor, president, vice president and
any other senior officer of the Company or of the Company's holding company any other senior officer of the Company or of the Company's holding company
and the lender of such funds did not know of the relevant circumstances at the and the lender of such funds did not know of the relevant circumstances at the
time of the making of the loan; or time of the making of the loan; or
(2) the collateral which has been provided by the Company has already been (2) the collateral which has been provided by the Company has already been
lawfully disposed of by the lender to a bona fide purchaser. lawfully disposed of by the lender to a bona fide purchaser.
Article 177 For the purposes of the foregoing provisions of this Chapter, a Article 177 For the purposes of the foregoing provisions of this Chapter, a
"guarantee" includes an undertaking or property provided to secure the "guarantee" includes an undertaking or property provided to secure the
obligor's performance of his obligor's performance of his
obligations. obligations.
Article 179 In addition to any rights and remedies provided by the laws and Article 179 In addition to any rights and remedies provided by the laws and
administrative regulations, where a director, supervisor, president, vice administrative regulations, where a director, supervisor, president, vice
president or other senior officer of the Company breaches the duties which he president or other senior officer of the Company breaches the duties which he
owes to the Company, the owes to the Company, the
Company has a right: Company has a right:
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(1) to demand such director, supervisor, president, vice president or (1) to demand such director, supervisor, president, vice president or
other senior officer to compensate it for losses sustained by the Company as a other senior officer to compensate it for losses sustained by the Company as a
result of such breach; result of such breach;
(2) to rescind any contract or transaction which has been entered into (2) to rescind any contract or transaction which has been entered into
between the Company and such director, supervisor, president vice president or between the Company and such director, supervisor, president vice president or
other senior officer or between the Company and a third party (where such other senior officer or between the Company and a third party (where such
third party knows or should have known that such director, supervisor, third party knows or should have known that such director, supervisor,
president, vice president and other senior officer representing the Company president, vice president and other senior officer representing the Company
has breached his duties owed to the Company); has breached his duties owed to the Company);
(3) to demand such director, supervisor, president, vice president or (3) to demand such director, supervisor, president, vice president or
other senior officer to account for profits made as result of the breach of other senior officer to account for profits made as result of the breach of
his duties; his duties;
(4) to recover any monies which should have been received by the Company and (4) to recover any monies which should have been received by the Company and
which were received by such director, supervisor, president, vice president or which were received by such director, supervisor, president, vice president or
other senior officer instead, including (without limitation) commissions; and other senior officer instead, including (without limitation) commissions;
and
(5) to demand repayment of interest earned or which may have been earned by
such director, supervisor, president, vice president or other senior officer (5) to demand repayment of interest earned or which may have been earned by
on monies that should such director, supervisor, president, vice president or other senior officer
on monies that should
have been paid to the Company.
have been paid to the Company.
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Article 180 The Company shall, with the prior approval of shareholders in a Article 180 The Company shall, with the prior approval of shareholders in a
general meeting, enter into a contract in writing with a director or general meeting, enter into a contract in writing with a director or
supervisor wherein his emoluments are stipulated. The aforesaid emoluments supervisor wherein his emoluments are stipulated. The aforesaid emoluments
include: include:
(1) emoluments in respect of his service as director, supervisor or senior (1) emoluments in respect of his service as director, supervisor or senior
officer of the Company; officer of the Company;
(2) emoluments in respect of his service as director, supervisor or senior (2) emoluments in respect of his service as director, supervisor or senior
officer of any subsidiary of the Company; officer of any subsidiary of the Company;
(3) emoluments in respect of the provision of other services in connection (3) emoluments in respect of the provision of other services in connection
with the management of the affairs of the Company and any of its subsidiaries; with the management of the affairs of the Company and any of its
subsidiaries;
(4) payment by way of compensation for loss of office, or in connection with
his retirement from office. (4) payment by way of compensation for loss of office, or in connection with
his retirement from office.
No proceedings may be brought by a director or supervisor against the Company
for anything due to him in respect of the matters mentioned in this No proceedings may be brought by a director or supervisor against the Company
Article except for anything due to him in respect of the matters mentioned in this
Article except
pursuant to the contract mentioned above.
pursuant to the contract mentioned above.
Article 181 The contract concerning the emoluments between the Company and its Article 181 The contract concerning the emoluments between the Company and its
directors or supervisors should provide that in the event of a takeover of the directors or supervisors should provide that in the event of a takeover of the
Company, the Company's directors and supervisors shall, subject to the Company, the Company's directors and supervisors shall, subject to the
prior approval of prior approval of
shareholders in a general meeting, have the shareholders in a general meeting, have the
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right to receive compensation or other payment in respect of his loss of right to receive compensation or other payment in respect of his loss of
office or retirement. For the purposes of this paragraph, a takeover of the office or retirement. For the purposes of this paragraph, a takeover of the
Company includes any of the following: Company includes any of the following:
(1) an offer made by any person to the general body of shareholders; (1) an offer made by any person to the general body of shareholders;
(2) an offer made by any person with a view to the offeror becoming a (2) an offer made by any person with a view to the offeror becoming a
"controlling shareholder" within the meaning of Article 60 hereof. "controlling shareholder" within the meaning of Article 60 hereof.
If the relevant director or supervisor does not comply with this Article, any If the relevant director or supervisor does not comply with this Article, any
sum so received by him shall belong to those persons who have sold their sum so received by him shall belong to those persons who have sold their
shares as a result of such offer. The expenses incurred in distributing such shares as a result of such offer. The expenses incurred in distributing such
sum on a pro rata basis amongst such persons shall be borne by the relevant sum on a pro rata basis amongst such persons shall be borne by the relevant
director or supervisor and shall not director or supervisor and shall not
be paid out of such sum. be paid out of such sum.
Article 178 Subject to the approval by the Article 178 Article 164 Subject to the
shareholders' general meeting, the Company approval by the shareholders' general
may take out liability insurance for any meeting, the Company may take out
director, supervisor, president, vice liability insurance for any director,
president and any other senior officer of supervisor, president, vice president and
the Company, except for those liability any other senior officer of the Company,
resulting from the violation of laws, except for those liability resulting from the
administrative regulations and the Articles violation of laws, administrative regulations,
of Association by such director, supervisor, other regulatory documents and the
president, vice president and other senior Articles of Association by such director,
officer of the Company. supervisor, president, vice president and
other senior officer of the Company.
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CHAPTER 17: FINANCIAL AND CHAPTER 17 CHAPTER 16: FINANCIAL
ACCOUNTING SYSTEMS, PROFIT AND ACCOUNTING SYSTEMS, PROFIT
DISTRIBUTION AND AUDIT DISTRIBUTION AND AUDIT
Article 201 Unless otherwise provided for in relevant laws and administrative Article 201 Article 184 Unless otherwise provided for in relevant laws and
regulations, where cash dividends and other amounts are to be paid in Hong administrative , regulations and other regulatory documents, where cash
Kong dollars, the applicable exchange rate shall be the average closing rate dividends and other amounts are to be paid in Hong Kong dollars, the
for the relevant foreign currency announced by the Peoples' Bank of China applicable exchange rate shall be the average closing rate for the relevant
during the week prior to the announcement of payment of dividend and other foreign currency announced by the Peoples' Bank of China during the week prior
amounts. to the announcement of
payment of dividend and other amounts.
CHAPTER 18: APPOINTMENT OF C H A P T E R 1 8 C H A P T E R 1 7 :
ACCOUNTANCY FIRM APPOINTMENT OF ACCOUNTANCY
FIRM
Article 206 The Company shall appoint an independent firm of accountants which Article 206Article 189 The Company shall engage accountants' firms that
is qualified under the relevant regulations of the State to audit the complies with the requirements of the Securities Law and the listing rules of
Company's annual report. Such firm of accountants shall also review the the jurisdictions where the shares of the Company are listed, to perform the
Company's other financial reports, verify the net assets and carry out other tasks of auditing accounting statements, verifying the net assets and other
businesses such as the relevant consultation services. relevant consulting services.
The first auditors of the Company may be appointed before the first annual The Company shall appoint an independent firm of accountants which is
general meeting of the Company at the inaugural meeting. Auditors so appointed qualified under the relevant regulations of the State to audit the Company's
shall hold office until the conclusion of the first annual general meeting. annual report. Such firm of accountants shall also review the Company's other
financial reports, verify the net assets and carry out other
businesses such as the
If the inaugural meeting does not exercise relevant consultation services.
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the powers under the preceding paragraph, those powers shall be exercised by The first auditors of the Company may be appointed before the first annual
the board of directors. general meeting of the Company at the inaugural meeting. Auditors so appointed
shall hold office until the conclusion of the first annual general meeting.
If the inaugural meeting does not exercise the powers under the preceding
paragraph, those powers shall be exercised by the board
of directors.
Article 208 The accounting firm appointed by the Company shall enjoy the Article 208Article 191 The accounting firm appointed by the Company shall
following rights: enjoy the following rights:
(1) a right to review to the books, records and vouchers of the Company at (1) a right to review to the books, records and vouchers of the Company at
any time, the right to require the directors, president, vice presidents and any time, the right to require the directors, president, vice presidents and
other senior officers of the Company to supply relevant information and other senior officers of the Company to supply relevant information and
explanations; explanations;
(2) a right to require the Company to take all reasonable steps to obtain (2) a right to require the Company to take all reasonable steps to obtain
from its subsidiaries such information and explanation as are necessary for from its subsidiaries such information and explanation as are necessary for
the discharge of its duties; the discharge of its duties;
(3) a right to attend shareholders' general meetings and to receive all (3) a right to attend shareholders' general meetings and to receive all
notices of, and other communications relating to, any shareholders' general notices of, and other communications relating to, any shareholders' general
meeting which any shareholder is entitled to receive, and to speak at any meeting which any shareholder is entitled to receive, and to speak at any
shareholders' general meeting in relation to matters concerning its role as shareholders' general meeting in relation to matters concerning its role as
the Company's accounting firm. the Company's accounting firm. a right to
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attend and speak at any shareholders' general meeting in relation to matters
concerning its role as the Company's
accounting firm.
Article 209 If there is a vacancy in the position of accountant of the Article 209Article 192 If there is a vacancy in the position of accountant of
Company, the board of directors may appoint an accounting firm to fill such the Company, the board of directors may appoint an accounting firm to fill
vacancy before the convening of the shareholders' general meeting. Any other such vacancy before the convening of the shareholders' general meeting. Any
accounting firm which has been appointed by the Company may continue to other accounting firm which has been appointed by the Company may continue to
act during the period during act during
which a vacancy arises. the period during which a vacancy arises.
Article 210 The shareholders in a general meeting may by ordinary resolution Article 210 Article 193 The shareholders in a general meeting may by ordinary
remove the Company's accounting firms before the expiration of its term of resolution remove the Company's accounting firms before the expiration of its
office, irrespective of the provisions in the contract between the Company and term of office, irrespective of the provisions in the contract between the
the Company's accountant firm. However, the accounting firm's right to claim Company and the Company's accountant firm. However, the accounting firm's
for damages which arise from its removal shall not be affected thereby. right to claim for damages which arise from its removal shall not be affected
thereby.
The shareholders in a general meeting shall have the power to remove the
Company's accounting firm by ordinary resolution before the expiration of
its term
of office.
Article 211 The remuneration of an accounting firm or the manner in which such Article 211 Article 194 The remuneration of an accounting firm or the manner
firm is to be remunerated shall be determined by the shareholders in a general in which such firm is to be remunerated shall be determined by way of an
meeting. The remuneration of an accounting ordinary resolution by the shareholders in a general meeting. The
remuneration of an accounting
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firm appointed by the board of directors shall be determined by the board of firm appointed by the board of directors shall be determined by the board of
directors. directors.
Article 212 The Company's appointment, removal or non-reappointment of an Article 212 The Company's appointment, remova l o r non-reappointmen t o f an
accounting firm shall be resolved by the shareholders in a general meeting, accounting firm shall be resolved by the shareholders in a general meeting,
and shall file such resolutions with the authority in charge of securities of and shall file such resolutions with the authority in charge of securities of
the State Council for record. the State Council for record.
Where a general meeting of shareholders is proposed to resolve to appoint an Where a general meeting of shareholders is proposed to resolve to appoint an
accounting firm other than an incumbent accounting firm to fill a casual accounting firm other than an incumbent accounting firm to fill a casual
vacancy of an accountant, or to reappoint as the accountant a retiring vacancy of an accountant, or to reappoint as the accountant a retiring
accounting firm that was appointed by the board of directors to fill a casual accounting firm that was appointed by the board of directors to fill a casual
vacancy, or to dismiss an accounting firm before the expiration of its term of vacancy, or to dismiss an accounting firm before the expiration of its term of
office, the following provisions shall apply: office, the following provisions shall apply:
(1) A copy of the appointment or removal proposal shall be sent (before
notice of meeting is given to the shareholders) to the accounting firm
proposed to be appointed or proposing to leave its post or the firm which has (1) A copy of the appointment or removal proposal shall be sent (before
left its post in the relevant fiscal year (leaving includes leaving by notice of meeting is given to the shareholders) to the accounting firm
removal, resignation and retirement). proposed to be appointed or proposing to leave its post or the firm which has
left its post in the relevant fiscal year (leaving includes leaving by
removal, resignation and retirement).
(2) If the accounting firm leaving its post makes representations in writing
and requests the Company to give the shareholders notice of such
representations, (2) If the accounting firm leaving its post makes representations in writing
and requests the Company to give the shareholders notice of such
the Company shall (unless the representations, the Company shall
(unless the representations have been
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representations have been received too late) take the following measures: received too late) take the following measures:
(a) in the notice of the shareholders' meeting, state the fact of the (a) in the notice of the shareholders' meeting, state the fact of the
representations having been made; and representations having been made; and
(b) attach a copy of the representations to the notice and deliver it to the (b) attach a copy of the representations to the notice and deliver it to the
shareholders in the manner stipulated in the Company's Articles of shareholders in the manner stipulated in the Company's Articles of
Association. Association.
(3) If the Company fails to send out the accounting firm's representations (3) If the Company fails to send out the accounting firm's representations
in the manner set out in sub-paragraph (2) above, such accounting firm may in the manner set out in sub-paragraph (2) above, such accounting firm may
require that the representations be read out at the meeting. require that the representations be read out at the meeting.
(4) An accounting firm which is leaving its post shall be entitled to attend (4) An accounting firm which is leaving its post shall be entitled to attend
the following shareholders' general meetings: the following shareholders' general meetings:
(a) the general meeting at which its term of office would otherwise have (a) the general meeting at which its term of office would otherwise have
expired; expired;
(b) the general meeting at which it is proposed to fill the vacancy caused (b) the general meeting at which it is proposed to fill the vacancy caused
by its removal; and by its removal; and
(c) the general meeting which convened as a result of its resignation, and (c) the general meeting which convened as a result of its resignation, and
to receive all notices of, and other communications relating to, any such to receive all notices of, and other communications relating to, any such
meeting, and to speak at any such meeting which concerns it as meeting, and to speak at any such meeting which concerns it as
former auditor of the Company. former auditor of the Company.
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Article 213 Notice should be given ten (10) days in advance to the accounting Article 213Article 195 Notice should be given ten (10) days in advance to the
firm if the Company decides to remove such accounting firm or not to renew the accounting firm if the Company decides to remove such accounting firm or not
appointment thereof. Such accounting firm shall be entitled to make to renew the appointment thereof. Such accounting firm shall be entitled to
representations at the shareholders' general meeting. Where the accounting make representations at the shareholders' general meeting. Where the
firm resigns from its position, it shall make clear to the shareholders in a accounting firm resigns from its position, it shall make clear to the
general meeting whether there has been any impropriety on the part of the shareholders in a general meeting whether there has been any impropriety on
Company. the part of the Company.
An accounting firm may resign its office by depositing at the Company's legal
address a resignation notice which shall become effective on the date of such
An accounting firm may resign its office by depositing at the Company's legal deposit or on such later date as may be stipulated in such notice. Such notice
address a resignation notice which shall become effective on the date of such shall contain the following statements:
deposit or on such later date as may be stipulated in such notice. Such notice
shall contain the following statements:
(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
(1) a statement to the effect that there are no circumstances connected with shareholders or creditors of the Company; or
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.
(2) a statement of any such circumstances.
The Company shall, within fourteen (14) days after receipt of the notice
referred to in the preceding paragraph, serve a copy of the notice to the
The Company shall, within fourteen (14) days after receipt of the notice competent governing authority. If the notice contains the statemen t unde
referred to in the preceding paragraph, serve a copy of the notice to the r th e precedin g sub-
competent governing authority. If the notice contains the statement under the
preceding sub-paragraph (2), a copy of such paragraph (2), a copy of such statement
statement shall be made available at the
Existing Articles of the Articles of Association (January 2023) Amended Articles
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Company for shareholders' inspection. The Company shall also send a copy of shall be made available at the Company for shareholders' inspection. The
such statement by prepaid mail to each holder of Overseas-Listed Foreign Company shall also send a copy of such statement by prepaid mail to each
Shares at the address registered in the register of shareholders. holder of Overseas- Listed Foreign Shares at the address registered in the
Notwithstanding the above, provided that the laws and regulations and the register of shareholders. Notwithstanding the above, provided that the laws
relevant listing rules of the jurisdictions where the shares of the Company and regulations and the relevant listing rules of the jurisdictions where the
are listed are complied with, the abovementioned notice may also be served to shares of the Company are listed are complied with, the abovementioned notice
the holders of Overseas-Listed Foreign Shares by other means as specified in may also be served to the holders of Overseas-Listed Foreign Shares by other
Article 231 herein. means as specified in Article 231 herein.
Where the accounting firm's notice of resignation contains a statement in
respect of the above, it may require the board of directors to convene a
Where the accounting firm's notice of resignation contains a statement in shareholders' extraordinary general meeting for the purpose of receiving
respect of the above, it may require the board of directors to convene a an explanation of the
shareholders' extraordinary general meeting for the purpose of receiving an
explanation of the circumstances connected with its resignation.
circumstances connected with its resignation.
CHAPTER 19: MERGER AND DEMERGER OF THE COMPANY CHAPTER 19 CHAPTER 18 : MERGER AND DEMERGER OF THE COMPANY
Article 215 The merger of the Company may take the form of either merger by Article 215Article 197 The merger of the Company may take the form of either
absorption or merger by the establishment of a new company. merger by absorption or merger by the establishment of a new company.
In the event of a merger, the merging parties shall execute a merger agreement In the event of a merger, the merging parties shall execute a merger agreement
and prepare a balance sheet and an inventory of assets. The Company shall and prepare a balance sheet and an inventory of assets. The Company shall
notify its creditors within ten (10) days of the date of the Company's notify its creditors within ten (10) days of the date of the Company's
merger resolution and shall merger resolution and shall
publish a public notice in a newspaper within publish a public notice in a newspaper within
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thirty (30) days of the date of the Company's merger resolution. thirty (30) days of the date of the Company's merger resolution.
Upon the merger, rights in relation to debtors and indebtedness of each of the A creditor has the right, within thirty (30) days upon receipt of the notice,
merged parties shall be assumed by the company which survives the merger or or for those who have not received the notice, within forty-five (45) days
the newly established company. from the date of the public announcement, to demand the Company to repay its
debts or provide a corresponding guarantee for such debt.
Upon the merger, rights in relation to debtors and indebtedness of each of the
merged parties shall be assumed by the company which survives the
merger or the newly
established company.
CHAPTER 20: DISSOLUTION AND LIQUIDATION C H A P T E R 2 0 C H A P T E
R 1 9 : DISSOLUTION
AND LIQUIDATION
Article 218 The Company shall be dissolved and liquidated upon the occurrence Article 218Article 200 The Company shall be dissolved upon the following
of any of the following events: reasons and liquidated upon the occurrence of any of the following events:
(1) a resolution for dissolution is passed by shareholders at a general (1) the term of operation of the Company prescribed in these Articles of
meeting; Association has expired, or other causes for dissolution as stipulated in
these Articles of Association occur;
(2) dissolution is necessary due to a merger or demerger of the Company;
(1)(2) a resolution for dissolution is passed by shareholders at a general
meeting;
(3) the Company is legally declared insolvent due to its failure to repay
debts as they become due; and
(2)(3) dissolution is necessary due to a merger or demerger of the Company;
(4) the company has its business licence revoked, or is ordered to close
up or to have its business cancelled in accordance with the (3) the Company is legally declared insolvent
law; or
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(5) If a company has encountered serious difficulties in its operations and due to its failure to repay debts as they become due; and
management and the company's continued existence may materially harm the
interests of the shareholders, and if the same fails to be resolved by any
other means, shareholders holding ten percent or more of the aggregate voting
rights of the Company may request a People's Court to dissolve the company. (4) the company has its business licence revoked, or is ordered to close
up or to have its business cancelled in accordance with the law; or
(5) If a company has encountered serious difficulties in its operations
and management and the company's continued existence may materially harm the
interests of the shareholders, and if the same fails to be resolved by any
other means, shareholders holding ten percent or more of the aggregate voting
rights of the Company may request a People's Court to dissolve the
company
Company.
Article 201 Under the circumstances described in sub-paragraph (1) of
Article 200 in these Articles of Association, the Company may continue to
exist through amendment of these Articles of Association.
Amendment of these Articles of Association in accordance with the above
paragraph shall be passed by no less than two-thirds of the voting rights held
by the shareholders present at the general
meeting.
Article 219 A liquidation committee shall be set up within fifteen (15) days Article 219 Article 202 A liquidation committee shall be set up
of the Company being dissolved pursuant to sub- paragraphs (1), (3), within fifteen
(4) and (5) of the
(15) days commencing from the date on
preceding Article, and the composition of
which the events being the grounds for dissolution occurred, in order
to start
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the liquidation committee of the Company shall be determined by an ordinary liquidation process of where the Company is being dissolved pursuant to
resolution of shareholders in a general meeting. If the Company fails to set sub-paragraphs (1), (3)(2), (4) and (5) of the preceding Article 200 in these
up the liquidation committee within the time limit, the creditors may apply to Articles of Association. The members of the liquidation committee shall be
the People's Court for appointment of relevant persons to form a liquidation composed of persons decided by directors or decided at shareholders' general
committee and carry out liquidation. meeting. and the composition of the liquidation committee of the Company shall
be determined by an ordinary resolution of shareholders in a general meeting.
If the Company fails to set up the liquidation committee within the time
limit, the creditors may apply to the People's Court for appointment of
relevant persons to form a liquidation committee and carry out
liquidation.
Article 220 Where the board of directors proposes to liquidate the Company for Article 220 Where the board of directors proposes to liquidate the Company for
any reason other than the Company's declaration of its own insolvency, the any reason other than the Company's declaration of its own insolvency, the
board shall include a statement in its notice convening a shareholders' board shall include a statement in its notice convening a shareholders'
general meeting to consider the proposal to the effect that, after making full general meeting to consider the proposal to the effect that, after making full
inquiry into the affairs of the Company, the board of directors is of the inquiry into the affairs of the Company, the board of directors is of the
opinion that the Company will be able to pay its debts in full within twelve opinion that the Company will be able to pay its debts in full within twelve
(12) months from the commencement of the liquidation. (12) months from the commencement of the liquidation.
Upon the passing of the resolution by the shareholders in a general meeting Upon the passing of the resolution by the shareholders in a general meeting
for the liquidation of the Company, all functions and powers of the board of for the liquidation of the Company, all functions and powers of the board of
directors shall cease. directors shall cease.
The liquidation committee shall act in The liquidation committee shall act in
Existing Articles of the Articles of Association (January 2023) Amended Articles
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accordance with the instructions of the shareholders' general meeting to make accordance with the instructions of the shareholders' general meeting to make
a report at least once every year to the shareholders' general meeting on the a report at least once every year to the shareholders' general meeting on the
committee's income and expenses, the business of the Company and the progress committee' s income and expenses, the business of the Company and the
of the liquidation; and to present a final report to the shareholders' general progress of the liquidation; and to present a final report to the
meeting shareholders' general meeting
on completion of the liquidation. on completion of the liquidation.
Article 221 The liquidation committee shall, within ten (10) days of its Article 221Article 203 The liquidation committee shall, within ten (10) days
establishment, send notices to creditors and shall, within sixty (60) days of of its establishment, send notices to creditors and shall, within sixty (60)
its establishment, publish a public announcement in a newspaper. The days of its establishment, publish a public announcement in a newspaper.
liquidation committee shall not make repayment to creditors during the claims Creditors should, within thirty (30) days upon receipt of the notice, or for
declaration period. those who have not received the notice, within forty- five (45) days from the
date of the public announcement, declare their claims to the liquidation
committee.
When declaring claims, creditors shall state relevant particulars of their
claims and provide supporting materials. The liquidation committee shall
register the claims.
The liquidation committee shall not make repayment to creditors during the
claims declaration period.
Article 225 Following the completion of the liquidation, the liquidation Article 225 Article 207 Following the completion of the liquidation, the
committee shall prepare a liquidation report, a statement of income and liquidation committee shall prepare a liquidation report, a statement
expenses received and made of income
during the liquidation period and a financial and expenses received and made during the
Existing Articles of the Articles of Association (January 2023) Amended Articles
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report, which shall be verified by a Chinese registered accountant and liquidation period and a financial report, which shall be verified by a
submitted to the shareholders' general meeting or the relevant governing Chinese registered accountant and submitted to the shareholders' general
authority for confirmation. The liquidation committee shall, within meeting or the relevant governing authority for confirmation. The liquidation
thirty committee shall, within thirty
(30) days after such confirmation, submit the documents referred to in the (30) days after such confirmation, submit the documents referred to in the
preceding paragraph to the companies registration authority and apply for preceding paragraph and submit to the companies registration authority and
cancellation of registration of the Company, and publish a public announcement apply for cancellation of registration of the Company, and publish a public
relating to the termination of the Company. announcement relating
to the termination of the Company.
CHAPTER 21: PROCEDURES FOR AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION C H A P T E R 2 1 C H A P T E R 2 0 : PROCEDURES FOR AMENDMENT OF THE
COMPANY'S ARTICLES OF
ASSOCIATION
Article 226 The Company may amend its Articles of Association in accordance Article 226Article 208 The Company may amend its Articles of Association in
with the requirements of laws, administrative regulations and the Articles of accordance with the requirements of laws, administrative regulations, other
Association. regulatory documentsand the Articles of Association.
Article 229 Amendment of the Articles of Association which involve the Article 229 Amendment of the Articles of Association which involve the
contents of the Mandatory Provisions of Overseas-Listed Companies' Articles of contents of the Mandatory Provisions of Overseas-Listed Companies' Articles of
Association shall become effective upon receipt of approvals from the Association shall become effective upon receipt of approvals from the
companies approving department companies approving department
authorized by the State Council. authorized by the State Council.
Article 230 Where amendments of the Articles of Association involve the Article 230Article 211 Where amendments of the Articles of Association involve
registered particulars of the Company, procedures for alteration of the registered particulars of the Company, procedures for alteration of
registration shall be handled in accordance with the registration shall be handled in accordance with the
law. Matters on amendment to the Articles law. Matters on amendment to the Articles
Existing Articles of the Articles of Association (January 2023) Amended Articles
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of Association shall be publicly disclosed if so required by laws and of Association shall be publicly disclosed if so required by laws and
administrative regulations. administrative, regulations and the listing rules and regulatory authorities
of the jurisdictions where the shares of the Company are
listed.
CHAPTER 22: NOTICES AND PUBLIC ANNOUNCEMENTS CHAPTER 22CHAPTER 21: NOTICES AND PUBLIC ANNOUNCEMENTS
Article 231 The Company's notices (for the purpose of this chapter, the term Article 231Article 212 The Company's notices (for the purpose of this chapter,
"Notice" shall include the notice of any meetings, corporate communications or the term "Notice" shall include the notice of any meetings, corporate
other written materials issued by the Company to its shareholders) may be communications or other written materials issued by the Company to its
delivered by the following means: (1) by designated person; shareholders) may be delivered by the following means: (1) by
designated person;
(2) by mail; (3) by way of public announcement; (4) by other means as
recognised by the securities regulatory authority and stock exchange in the (2) by mail; (3) by way of public announcement; (4) by other means as
jurisdictions where the shares of the Company are listed or by other means as recognised by the securities regulatory authority and stock exchange in the
provided in Articles of Association. jurisdictions where the shares of the Company are listed or by other means as
provided in Articles of Association.
The Company's notices delivered by way of public announcement shall be
published in the newspapers designated by the securities regulatory authority The Company's notices delivered by way of public announcement shall be
and stock exchange of the jurisdictions where the shares of the Company are published in the newspapers designated by the securities regulatory authority
listed (if any) and/or in other designated media (including websites). and stock exchange of the jurisdictions where the shares of the Company are
listed (if any) and/or in other designated media (including websites).
As for the methods in which the corporate communications are provided and/or
distributed by the Company to holders of Overseas-Listed Foreign Shares As for the methods in which the corporate communications are provided and/or
as required distributed by the Company to holders of Overseas-Listed Foreign Shares
as required
by Hong Kong Listing Rules, the corporate
by Hong Kong Listing Rules, the corporate
Existing Articles of the Articles of Association (January 2023) Amended Articles
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communications may, subject to compliance with the laws and regulations and communications may, subject to compliance with the laws and regulations and
the relevant listing rules of the jurisdictions where the shares of the the relevant listing rules of the jurisdictions where the shares of the
Company are listed, also be sent or provided by the Company to the holders of Company are listed, also be sent or provided by the Company to the holders of
Overseas-Listed Foreign Shares by any electronic means or by publishing such Overseas-Listed Foreign Shares by any electronic means or by publishing such
corporate communications on the Company's website, instead of sending such corporate communications on the Company's website, instead of sending such
corporate communications by personal delivery or by prepaid postage mail to corporate communications by personal delivery or by prepaid postage mail to
the holders of Overseas-Listed Foreign Shares. the holders of Overseas-Listed Foreign Shares.
The term "Corporate Communication" refers to any document issued or to be The term "Corporate Communication" refers to any document issued or to be
issued by the Company to the holders of its securities for their information issued by the Company to the holders of its securities for their information
or action, including but not limited to: or action, including but not limited to:
(1) the directors' report, annual accounts of the Company together with the (1) the directors' report, annual accounts of the Company together with the
auditors' report and, where applicable, the summary of its financial report; auditors' accounting firm's report and, where applicable, the summary of its
financial report;
(2) the interim report and, where applicable, the summary of its interim
report; (2) the interim report and, where applicable, the summary of its interim
report;
(3) the notice of meeting;
(3) the notice of meeting;
(4) the listing document;
(4) the listing document;
(5) the circular; and
(5) the circular; and
(6) the proxy form.
(6) the proxy form.
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CHAPTER 23: DISPUTE RESOLUTION CHAPTER 23: DISPUTE RESOLUTION
Article 234 The Company shall abide by the following principles for dispute Article 234 The Company shall abide by the following principles for dispute
resolution: resolution:
(1) Whenever any disputes or claims arise between: holders of the Overseas- (1) Whenever any disputes or claims arise between: holders of the Overseas-
Listed Foreign Shares and the Company; holders of the Overseas-Listed Foreign Listed Foreign Shares and the Company; holders of the Overseas-Listed Foreign
Shares and the Company's directors, supervisors, president, vice presidents or Shares and the Company's directors, supervisors, president, vice presidents or
other senior officers; or holders of the Overseas-Listed Foreign Shares and other senior officers; or holders of the Overseas-Listed Foreign Shares and
holders of other shares, in respect of any rights or obligations arising from holders of other shares, in respect of any rights or obligations arising from
these Articles of Association, the Company Law or any rights or obligations these Articles of Association, the Company Law or any rights or obligations
conferred or imposed by the Company Law and other relevant laws and conferred or imposed by the Company Law and other relevant laws and
administrative regulations concerning the affairs of the Company, such administrative regulations concerning the affairs of the Company, such
disputes or claims shall be referred by the relevant parties to arbitration. disputes or claims shall be referred by the relevant parties to arbitration.
Where a dispute or claim of rights referred to in the preceding paragraph is Where a dispute or claim of rights referred to in the preceding paragraph is
referred to arbitration, the entire claim or dispute must be referred to 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 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 facts giving rise to the dispute or claim or whose participation is necessary
for the resolution of such dispute or claim, shall, where such person is the for the resolution of such dispute or claim, shall, where such person is the
Company, the Company's shareholders, directors, supervisors, president, vice Company, the Company' s shareholders , directors, supervisors, president,
presidents or other senior officers of the Company, comply with the vice presidents or other senior officers of the Company, comply with the
arbitration. Disputes in respect of the definition of shareholders and arbitration. Disputes in respect of the definition of shareholders and
disputes in relation to the register of disputes in relation to the register of
Existing Articles of the Articles of Association (January 2023) Amended Articles
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shareholders arbitration. need not be resolved by shareholders need not be resolved by arbitration.
(2) A claimant may elect for arbitration to be carried out at either the China (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 International Economic and Trade Arbitration Commission in accordance with its
Rules or the Hong Kong International Arbitration Centre in accordance with its Rules or the Hong Kong International Arbitration Centre in accordance with its
Securities Arbitration Rules. Once a claimant refers a dispute or claim to Securities Arbitration Rules. Once a claimant refers a dispute or claim to
arbitration, the other party must submit to the arbitral body elected by the arbitration, the other party must submit to the arbitral body elected by the
claimant. claimant.
If a claimant elects for arbitration to be carried out at Hong Kong If a claimant elects for arbitration to be carried out at Hong Kong
International Arbitration Centre, any party to the dispute or claim may apply 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 for a hearing to take place in Shenzhen in accordance with the Securities
Arbitration Rules of the Hong Kong International Arbitration Centre. Arbitration Rules of the Hong Kong International Arbitration Centre.
(3) If any disputes or claims of rights are settled by way of arbitration in (3) If any disputes or claims of rights are settled by way of arbitration in
accordance with sub-paragraph (1) of this Article, the laws of the PRC shall accordance with sub-paragraph (1) of this Article, the laws of the PRC shall
apply, save as otherwise provided in the laws and administrative regulations. apply, save as otherwise provided in the laws and administrative
regulations.
(4) The award of an arbitral body shall be final and conclusive and binding on (4) The award of an arbitral body shall be final and conclusive and binding on
all parties. all parties.
CHAPTER 24: SUPPLEMENTARY C H A P T E R 2 4 C H A P T E R 2 2 :
SUPPLEMENTARY
Existing Articles of the Articles of Association (January 2023) Amended Articles
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Article 215 The formulation and amendment of these Articles of Association
shall come into force after being passed by a special resolution at a
shareholders' general meeting.
Article 216 The matters not covered in these Articles of Association shall be
dealt with in accordance with relevant laws, administrative regulations, rules
and the listing rules and the securities regulatory requirements of the
jurisdictions where the shares of the Company are listed, in conjunction with
the actual circumstances of the Company. In the event that these Articles of
Association is in conflict with the newly promulgated relevant laws,
administrative regulations, rules or the listing rules and the securities
regulatory requirements of the jurisdictions where the shares of the Company
are listed, such newly promulgated laws, administrative regulations, rules
or the listing rules and the securities regulatory requirements of the
jurisdictions where the shares of the Company are listed
shall prevail.
Article 237 In these Articles of Association, reference to "accounting firm" Article 237Article 219 In these Articles of Association, reference to
shall have the same meaning as "auditor". "accounting firm" shall have the same meaning as "auditor" in
Hong Kong Listing Rules.
Article 238 For the purpose of these Articles of Association, the terms "not Article 238Article 220 For the purpose of these Articles of Association, the
less than", "within", "not more than" are all inclusive terms and the terms terms "not less than", "within", "not more than" are all inclusive terms and
"more than half", "less the terms "more than half", "less than", "exceed", "beyond" and
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than", "beyond" and "exceed" are exclusive terms. "exceed" , "below " an d "above " are exclusive terms.
Note: Save as the table above, if the serial numbering of the articles is
changed due to the addition, deletion or re-arrangement of certain articles,
the serial numbering of the articles of the Articles of Association as so
amended shall be changed accordingly, including those referred to in cross
references.
The proposed amendments to the Articles of Association are prepared in the
Chinese language and the English version is therefore a translation only. In
the event of any discrepancy between the English translation and the Chinese
version of the Articles of Association, the Chinese version shall prevail.
Set out below are the details of the proposed amendments to the Rules and
Procedures of Shareholders' Meetings and revisions have been underlined (if
applicable) for the convenience of perusal.
AIR CHINA LIMITED
COMPARISON TABLE OF AMENDMENTS TO THE RULES AND PROCEDURES OF SHAREHOLDERS'
MEETING
Existing Articles of the Rules and Procedures of Shareholders' Meeting Revised Articles
(December 2021)
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CHAPTER 1 GENERAL PROVISIONS CHAPTER 1 GENERAL PROVISIONS
Article 1 In order to protect the legitimate interests of Air China Limited Article 1 In order to protect the legitimate interests of Air China Limited
(hereinafter referred to as the "Company") and its shareholders, to specify (hereinafter referred to as the "Company") and its shareholders, to specify
the duties and authority of the shareholders' general meetings, to ensure the the duties and authority of the shareholders' general meetings, to ensure the
proper, efficient and smooth operation of the shareholders' general meetings proper, efficient and smooth operation of the shareholders' general meetings
and to ensure the shareholders' general meetings exercise their functions and and to ensure the shareholders' general meetings exercise their functions and
powers legally, these Rules are formulated in accordance with laws and powers legally, these Rules are formulated in accordance with laws and
regulations such as the "Company Law of the People's Republic of China" regulations such as the "Company Law of the People's Republic of China"
(hereinafter referred to as the "Company Law"), "The Mandatory Provisions for (hereinafter referred to as the "Company Law"), "The Mandatory Provisions for
the Articles of Association of Companies Listing Overseas", "The Guidance on the Articles of Association of Companies Listing Overseas", "The Guidance on
the Articles of Association of Listed Companies ", "Code of Corporate the Articles of Association of Listed Companies", "Code of Corporate
Governance for Listed Companies" and "Rules on Shareholders' General Meetings Governance for Listed Companies" and "Rules on Shareholders' General Meetings
of Listed Companies" and provisions of the Articles of Association of Air of Listed Companies" and provisions of the Articles of Association of Air
China Limited (hereinafter referred to as China Limited (hereinafter referred to as
the "Articles of Association"). the "Articles of Association").
Existing Articles of the Rules and Procedures of Shareholders' Meeting Revised Articles
(December 2021)
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CHAPTER 2 SYSTEM OF SHAREHOLDERS' GENERAL CHAPTER 2 SYSTEM OF SHAREHOLDERS' GENERAL
MEETINGS MEETINGS
Article 9 The shareholders' general meeting is classified into the annual Article 9 The shareholders' general meeting is classified into the annual
general meeting (hereinafter referred to as "AGM") and extraordinary general general meeting (hereinafter referred to as "AGM") and extraordinary general
meetings. meetings.
All shareholders are entitled to attend the AGMs and extraordinary general All shareholders are entitled to attend the AGMs and extraordinary general
meetings. meetings.
In the circumstances specified in the Articles of Association, the Company In the circumstances specified in the Articles of Association, the Company
shall convene a class meeting. Shareholders who holds a different class of shall convene a class meeting. Shareholders who holds a different class of
shares are deemed to be a different class of shareholders. Except other shares are deemed to be a different class of shareholders. Except other
classes of shareholders, holders of A shares and those of overseas listed classes of shareholders, holders of A shares and those of overseas listed
foreign shares are deemed to be shareholders of different classes, and holders foreign shares are deemed to be shareholders of different classes, and holders
of overseas listed foreign shares shall be deemed to be the of overseas listed foreign shares shall be deemed to be the
same class shareholders. same class shareholders.
Article 10 AGMs shall be convened by the board once every year and held within Article 10 AGMs shall be convened by the board once every year and held within
six months from the end of the previous financial year. In the event that the six months from the end of the previous financial year. In the event that the
Company is unable to convene an AGM within the period of time mentioned above, Company is unable to convene an AGM within the period of time mentioned above,
the Company shall report and explain the reasons to the relevant local office the Company shall report and explain the reasons to the relevant local office
of the China Securities Regulatory Commission ("CSRC") at the place where the of the China Securities Regulatory Commission ("CSRC")securities regulatory
Company is located and the stock exchange(s) on which its shares are listed authority of the State Council at the place where the Company is located and
for trading and make a public announcement. the stock exchange(s) on which its shares are listed
for trading and make a public announcement.
Existing Articles of the Rules and Procedures of Shareholders' Meeting Revised Articles
(December 2021)
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Article 12 Rights conferred on any class of shareholders may not be varied or Article 12 Rights conferred on any class of shareholders may not be varied or
abrogated save with the approval of a special resolution of shareholders in a abrogated save with the approval of a special resolution of shareholders in a
general meeting in accordance with the provisions of the Articles of general meeting in accordance with the provisions of the Articles of
Association and by holders of shares of that class at a separate meeting Association and by holders of shares of that class at a separate meeting
convened in accordance with the Articles of convened in accordance with the Articles of
Association. Association.
Article 13 The Company's board of directors, independent directors and Article 12Article 13 The Company's board of directors, independent directors,
shareholders who have satisfied certain conditions (which are determined based and shareholders who have satisfied certain conditions (which are determined
on such standards as promulgated from time to time by the relevant competent based on such standards as promulgated from time to time by the relevant
authorities) may publicly solicit the voting rights from shareholders at a competent authorities) or investor protection agencies established in
shareholders' general meeting. In soliciting voting rights of shareholders, accordance with laws and regulations may publicly request the shareholders to
information such as specific voting intention shall be sufficiently disclosed entrust them to exercise the proposal rights, voting rights and other
to the shareholders from whom voting rights are being solicited. Consideration shareholders' rights on their behalf. The solicitor shall disclose the
or de facto consideration for solicitation of voting rights is prohibited. The soliciting announcement and relevant soliciting documents in accordance
Company may not propose any minimum shareholding restriction on the with the laws and regulations, and the Company shall cooperate. Consideration
solicitation of voting rights. Any person who publicly solicits voting rights or de facto consideration for soliciting the shareholders' rights publicly
from the shareholders of the Company shall also comply with other provisions is prohibited. may publicly solicit the voting rights from shareholders at a
stipulated by the relevant competent authorities and the stock exchanges on shareholders' general meeting. In soliciting voting rights of shareholders,
which the shares of the Company are listed and traded. information such as specific voting intention shall be sufficiently disclosed
to the shareholders from whom votin g right s ar e bein g solicited.
Consideration or de facto consideration for
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(December 2021)
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solicitation of voting rights is prohibited. The Company may not propose any
minimum shareholding restriction on the solicitation of voting rights. Any
person who publicly solicits voting rights from the shareholders of the
Company to entrust him/her to exercise the proposal right, voting right and
other shareholders' rights on their behalf shall also comply with other
provisions stipulated by the relevant competent authorities and the stock
exchanges on which the shares of the
Company are listed and traded.
CHAPTER 3 FUNCTIONS AND POWERS OF THE SHAREHOLDERS' CHAPTER 3 FUNCTIONS AND POWERS OF THE SHAREHOLDERS'
GENERAL MEETING GENERAL MEETING
Article 16 The powers exercisable by a general meeting are as follows: Article 15Article 16 The powers exercisable by a general meeting are as
follows:
……
……
(15) to resolve on the Company's external guarantees which shall be approved
by a shareholders' general meeting as required under laws, administrative (15) to resolve on the Company's external guarantees which shall be approved
regulations and the Articles of Association; by a shareholders' general meeting as required under laws, administrative
regulations , other regulatory documents and the Articles of Association;
(17) to consider any share incentive schemes;
(17) to consider any share incentive schemes
and employee share ownership plans;
(18) to resolve on other matters which, in accordance with laws,
administrative regulations, departmental rules and Articles of Association,
must be approved by a shareholders' general meeting.
(18) to resolve on other matters which, in accordance with laws,
administrative regulations, departmental rulesother regulatory documents
and Articles of
A shareholders' general meeting shall
Association, must be approved by a
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exercise its powers within the scope stipulated by the Company Law and the shareholders' general meeting.
Articles of Association and shall not interfere with the decisions of
shareholders regarding their own rights.
A shareholders' general meeting shall exercise its powers within the scope
stipulated by the Company Law and the Articles of Association and shall not
interfere with the decisions of shareholders regarding their own rights.
Article 17 Any external guarantee provided by the Company under any of the Article 16Article 17 Any external guarantee provided by the Company under any
following circumstances shall be approved by the shareholders' general meeting of the following circumstances shall be approved by the shareholders' general
after being considered and passed by the board of directors: meeting after being considered and passed by the board of directors:
(1) any provision of guarantee, where the total amount of external (1) any provision of guarantee, where the total amount of external
guarantees provided by the Company or its controlled subsidiaries reaches or guarantees provided by the Company or its controlled subsidiaries reaches or
exceeds 50% of the Company's latest audited net assets; exceeds 50% of the Company's latest audited net assets;
(2) provision of guarantee to anyone whose liability-asset ratio exceeds (2) provision of any guarantee after the total amount of the Company's
70%; external guarantees reaches or exceeds 30% of the Company's latest audited
total assets;provision of guarantee to anyone whose liability-asset ratio
exceeds 70%;
(3) provision of a single guarantee whose amount exceeds 10% of the
Company's latest audited net assets;
(3) provision of guarantee whose amount exceeds 30% of the Company's latest
audited total assets within one year;provision of a single guarantee whose
amount exceeds 10% of the Company's latest audited net assets;
(4) guarantees to be provided in favour of any shareholder, person who
exercises effective control over the Company and its affiliates
(4) provision of guarantee to anyone whose
(5) provision of any guarantee after the total amount of the Company's
external guarantees reaches or exceeds 30% of the
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Company's latest audited total assets; liability-asset ratio exceeds 70%; guarantees to be provided in favour of
any shareholder, person who exercises effective control over the Company and
its affiliates;
(6) other guarantee-related matters that shall be approved by the
shareholders' general meeting as stipulated by laws and regulations and the
Articles of Association. (5) provision of a single guarantee whose amount exceeds 10% of the
Company's latest audited net assets; provision of any guarantee after the
total amount of the Company's external guarantees reaches or exceeds 30% of
the Company's latest audited total assets;
Based on the principle of aggregating the total amount of guarantees for 12
consecutive months, any external guarantee exceeding 30% of the Company's
latest audited total assets must be passed by votes representing two-thirds or
more of the voting rights of the shareholders (including their proxies) (6) guarantees to be provided in favour of any shareholder, person who
present at the shareholders' general meeting. exercises effective control over the Company and its affiliates;
(6)(7) other guarantee-related matters that shall be approved by the
shareholders' general meeting as stipulated by laws and regulations and the
Articles of Association.
Based on the principle of aggregating the total amount of guarantees for 12
consecutive months, any external guarantee exceeding 30% of the Company's
latest audited total assets must be passed by votes representing two-thirds or
more of the voting rights of the shareholders (including their proxies)
present at the shareholders' general
meeting.
Article 18 Matters which should be determined at a shareholders' general Article 17Article 18 Matters which should be determined at a shareholders'
meeting as stipulated by the laws, general meeting as stipulated by the laws,
administrative regulations and these administrative regulations and these Articles
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Articles of Association must be considered at a shareholders' general meeting of Association must be considered at a shareholders' general meeting in order
in order to protect the right of the Company's shareholders to make decision to protect the right of the Company's shareholders to make decision over such
over such matters. When necessary or under reasonable circumstances, the matters. When necessary or under reasonable circumstances, the shareholders'
shareholders' general meeting may authorize the board of directors to make a general meeting may authorize the board of directors to make a decision within
decision within its scope of authorization granted at a shareholders' general its scope of authorization granted at a shareholders' general meeting on
meeting on specific issues which are related to matters to be resolved but specific issues which are related to matters to be resolved but cannot be
cannot be determined immediately at the shareholders' general meeting. determined immediately at the shareholders' general meeting.
With respect to granting authorization to the board of directors at the With respect to granting authorization to the board of directors at the
shareholders' general meeting, if a matter for authorization is the matter shareholders' general meeting, if a matter for authorization is the matter
subject to an ordinary resolution, such authorization shall be adopted by more subject to an ordinary resolution, such authorization shall be adopted by more
than one-half (1/2) of the voting rights held by shareholders (including their than half more than one-half (1/2) of the voting rights held by shareholders
agents) attending the shareholders' general meeting; if a matter for (including their agents) attending the shareholders' general meeting; if a
authorization is the matter subject to special resolution, such authorization matter for authorization is the matter subject to special resolution, such
shall be adopted by more than two-thirds (2/3) of the voting rights held by authorization shall be adopted by more than two-thirds (2/3) of the voting
shareholders (including their agents) attending the shareholders' general rights held by shareholders (including their agents) attending the
meeting. The content of the scope of authorization shall be clear shareholders' general meeting. The content of the scope of authorization
and specific. shall be clear and specific.
CHAPTER 4 CONVENING OF THE SHAREHOLDERS' CHAPTER 4 CONVENING OF THE SHAREHOLDERS'
GENERAL MEETING GENERAL MEETING
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Article 25 Where the supervisory committee or shareholders decide to convene a Article 24Article 25 Where the supervisory committee or shareholders decide to
shareholders' general meeting on their own, they shall inform the board of convene a shareholders' general meeting on their own, they shall inform the
directors in writing and at the same time file the case for the records of the board of directors in writing and at the same time file the case for the
local office of the CSRC of the place where the Company is located and for the records of the local office of the CSRCsecurities regulatory authority of the
records of the Shanghai Stock Exchange. State Council of the place where the Company is located and for the records of
the Shanghai Stock Exchange.
The shareholding of the convening shareholders shall not fall below 10% prior
to the announcement of the resolution passed at the shareholders' general The shareholding of the convening shareholders shall not fall below 10% prior
meeting. to the announcement of the resolution passed at the shareholders' general
meeting.
The supervisory committee or convening shareholders shall, upon giving a
notice of such meeting and making an announcement on the resolution thereof, The supervisory committee or convening shareholders shall, upon giving a
submit the relevant supporting materials to the local office of the CSRC in notice of such meeting and making an announcement on the resolution thereof,
the place where the Company is located and to the Shanghai Stock Exchange. submit the relevant supporting materials to the local office of the
CSRCsecurities regulatory authority of the State Councilin the place where the
Company is located and to the Shanghai
Stock Exchange.
CHAPTER 5 MOTIONS IN THE SHAREHOLDERS' CHAPTER 5 MOTIONS IN THE SHAREHOLDERS'
GENERAL MEETING GENERAL MEETING
Article 32 Proposals in a general meeting regarding the following shall be Article 32 Proposals in a general meeting regarding the following shall be
deemed to be a variation or abrogation of the rights of certain class deemed to be a variation or abrogation of the rights of certain class
shareholder and the board shall submit the same to a class shareholders' shareholder and the board shall submit the same to a class shareholders'
general meeting for review: general meeting for review:
(1) to increase or decrease the number of (1) to increase or decrease the number of
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(December 2021)
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shares of such class, or to increase or decrease the number of shares of a shares of such class, or to increase or decrease the number of shares of a
class having voting rights, distribution rights or other privileges equal or class having voting rights, distribution rights or other privileges equal or
superior to those of the shares of such class; superior to those of the shares of such class;
(2) to change all or part of the shares of such class into shares of another (2) to change all or part of the shares of such class into shares of another
class or to change all or part of the shares of another class into shares of class or to change all or part of the shares of another class into shares of
that class or to grant relevant conversion rights; that class or to grant relevant conversion rights;
(3) to cancel or reduce rights to accrued dividends or cumulative (3) to cancel or reduce rights to accrued dividends or cumulative
dividends attached to shares of such class; dividends attached to shares of such class;
(4) to reduce or cancel rights attached to the shares of such class to (4) to reduce or cancel rights attached to the shares of such class to
preferentially receive dividends or to preferentially receive distributions of preferentially receive dividends or to preferentially receive distributions
assets in a liquidation of the Company; of assets in a liquidation of the Company;
(5) to add, cancel or reduce share conversion rights, options, voting (5) to add, cancel or reduce share conversion rights, options, voting
rights, transfer rights, pre-emptive placing rights, or rights to acquire rights, transfer rights, pre-emptive placing rights, or rights to acquire
securities of the Company attached to the shares of such class; securities of the Company attached to the shares of such class;
(6) to cancel or reduce rights to receive payments made by the Company in (6) to cancel or reduce rights to receive payments made by the Company in
a particular currency attached to the shares of such class; a particular currency attached to the shares of such class;
(7) to create a new class of shares with voting rights, distribution (7) to create a new class of shares with voting rights, distribution
rights or other privileges equal or superior to those of the rights or other privileges equal or superior to those of the
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(December 2021)
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shares of such class; shares of such class;
(8) to restrict the transfer or ownership of the shares of such class or to (8) to restrict the transfer or ownership of the shares of such class or to
impose additional restrictions; impose additional restrictions;
(9) to issue rights to subscribe for, or to convert into, shares of such (9) to issue rights to subscribe for, or to convert into, shares of such
class or another class; class or another class;
(10) to increase the rights and privileges of the shares of another class; (10) to increase the rights and privileges of the shares of another class;
(11) to restructure the Company in such a way as to cause shareholders of (11) to restructure the Company in such a way as to cause shareholders of
different classes to bear liabilities disproportionately during the different classes to bear liabilities disproportionately during the
restructuring; restructuring;
(12) to amend or abrogate the provisions of Chapter 9 of the Articles of (12) to amend or abrogate the provisions of Chapter 9 of the Articles of
Association "Special Procedures for Voting by a Class of Association "Special Procedures for Voting by a Class of
Shareholders". Shareholders".
Article 33 Where the Company removes or discontinues the appointment of an Article 31Article 33 Where the Company removes or discontinues the appointment
accounting firm, prior notice shall be given 10 days in advance to the of an accounting firm, prior notice shall be given 10 days in advance to the
accounting firm. The accounting firm shall have the right to give opinions at accounting firm. The accounting firm shall have the right to give opinions at
the general meeting. Where an accounting firm tenders its resignation, an the general meeting. Where an accounting firm tenders its resignation, an
explanation shall be given to the shareholders' general meeting as to whether explanation shall be given to the shareholders' general meeting as
to
there is anything that is improper.
whether there is anything that is improper.
Article 35 Procedures for nomination of independent directors are as follows: Articl e 33 Articl e 35 Procedures for nomination of independent directors
are as follows:
(1) An independent director candidate may
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be nominated by the board of directors, the supervisory committee, or (1) An independent director candidate may be nominated by the board of
shareholder(s) individually or collectively holding 1% or more of the total directors, the supervisory committee, or shareholder(s) individually or
number of shares carrying the right to vote, and shall be appointed by collectively holding 1% or more of the total number of shares carrying the
election at a shareholders' general meeting of the Company. right to vote, and shall be appointed by election at a shareholders' general
meeting of the Company. Investor protection agencies legally established may
publicly request shareholders to appoint them to exercise the right to
nominate independent directors on their behalf.
(2) The party nominating an independent director candidate shall have
obtained the nominee's consent prior to the nomination, and shall be fully
aware of such particulars of the nominee including his occupation, academic
qualification, professional title, detailed work experience and all (2) The party nominating an independent director candidate shall have
information regarding his positions held concurrently and be responsible for obtained the nominee's consent prior to the nomination, and shall be fully
providing to the Company such particulars in written form and also the aware of such particulars of the nominee including his occupation, academic
nominating party's opinion in relation to the nominee's qualification as an qualification, professional title, detailed work experience and , all
independent director and his independence. The nominee shall make a public information regarding his positions held concurrently and any adverse records
announcement in accordance with such requirements stating that there exists no such as gross dishonesty, and be responsible for providing to the Company such
relationship between the Company and him that affects his independent and particulars in written form and also the nominating party's opinion in
objective judgment. Prior to the general meeting convened for the election of relation to the nominee's qualification as an independent director and his
the independent director(s), the Company shall announce the abovementioned in independence. The nominee shall make a public announcement in accordance with
accordance with the relevant requirements. such requirements stating that there exists no relationship between the
Company and him that affects his independent and objective judgment. Prior to
the general meeting convened for the election of the independent director(s),
the Company shall
(3) Before the shareholders' general meeting for the election of the
independent directors, if required under any applicable laws, regulations announce the abovementioned in accordance
and/or the relevant listing rules,
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the Company shall, in accordance with such requirements, submit the relevant with the relevant requirements.
materials concerning all the nominees to the securities regulatory authority
of the State Council and/ or its external authority and the stock exchange(s)
on which the Company's shares are listed and traded. If the board of directors
disputes the particulars pertaining to the nominee, it shall also submit its (3) Before the shareholders' general meeting for the election of the
written opinion to the relevant authorities. independent directors, if required under any applicable laws, regulations,
other regulatory documents and/or the relevant listing rules, the Company
shall, in accordance with such requirements, submit the relevant materials
concerning all the nominees to the securities regulatory authority of the
(4) The above securities regulatory authorities will verify the qualifications State Council and/ or its external authority and the stock exchange(s) on
and degrees of independence of the nominees for independent directors within which the Company's shares are listed and traded. If the board of directors
each of its stipulated period. Any nominees objected to by the securities disputes the particulars pertaining to the nominee, it shall also submit its
regulatory authorities of the State Council may be treated as a nominee for written opinion to the relevant authorities.
executive director instead of independent director. When a general meeting is
convened to elect independent directors, the board shall make a statement on
whether the securities regulatory authorities of the State Council have any
objection against the nominations. (4) The above securities regulatory authorities will verify the
qualifications and degrees of independence of the nominees for independent
directors within each of its stipulated period. Any nominees objected to by
the securities regulatory authorities of the State Council may be treated as a
nominee for executive director instead of independent director. When a general
meeting is convened to elect independent directors, the board shall make a
statement on whether the securities regulatory authorities of the State
Council have any objection against the
nominations.
CHAPTER 6 NOTICE OF CHAPTER 6 NOTICE OF
THE SHAREHOLDERS' GENERAL MEETING THE SHAREHOLDERS' GENERAL MEETING
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Article 37 Where the Company convenes an annual general meeting, a written Article 35Article 37 Where the Company convenes an annual general meeting, a
notice of the meeting shall be given to the shareholders entitled to attend written notice of the meeting shall be given to the shareholders entitled to
this general meeting 20 days prior to the date of the meeting. Where the attend this general meeting 20 days prior to the date of the meeting. Where
Company convenes an extraordinary general meeting, a written notice of the the Company convenes an extraordinary general meeting, a written notice of the
meeting shall be given to the shareholders entitled to attend this general meeting shall be given to the shareholders entitled to attend this general
meeting 15 days prior to the date of the meeting. meeting 15 days prior to the date of the meeting.
If it is otherwise provided in the laws, administrative regulations, If it is otherwise provided in the laws, administrative regulations, other
departmental rules and the securities regulatory authorities or stock regulatory documents departmental rules and the securities regulatory
exchanges in the jurisdictions where the shares of the Company are listed, authorities or stock exchanges in the jurisdictions where the shares of the
such requirements shall prevail. Company are listed, such requirements shall prevail.
The notice of a general meeting shall be delivered to shareholders (whether or The notice of a general meeting shall be delivered to shareholders (whether or
not they are entitled to vote at the general meeting) by hand or by pre-paid not they are entitled to vote at the general meeting) by way of public
mail to their addresses as shown in the register of shareholders. announcement or other ways as prescribed in Article 212 of the Articles of
Association. Notices delivered by way of public announcement are deemed to be
received by all relevant parties as soon as the public announcement is
published. The notice of a general meeting shall be delivered to shareholders
For holders of A shares, the notice of the shareholders' meeting may be (whether or not they are entitled to vote at the general meeting) by hand or
announced in the form of public notices. The said public notices shall be by pre-paid mail to their addresses as shown in the register of shareholders.
published in one or more newspaper(s) designated by the securities regulatory
authorities of the State Council. Once the announcement is made, all holders
of A shares shall be deemed to have received
the notice of the relevant general meeting.
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For holders of A shares, the notice of the shareholders' meeting may be
announced in the form of public notices. The said public notices shall be
For holders of overseas listed foreign shares, the notice of the shareholders' published in one or more newspaper(s) designated by the securities regulatory
meeting may, subject to the laws, regulations and the relevant listing rules authorities of the State Council. Once the announcement is made, all holders
of the jurisdictions where the Company's shares are listed, be delivered in of A shares shall be deemed to have received the notice of the relevant
other forms as prescribed in Article 231 of the Articles of Association general meeting.
Unless otherwise required by applicable laws, the duration aforesaid is For holders of overseas listed foreign shares, the notice of the shareholders'
inclusive of the date on which the notice is issued and exclusive of the date meeting may, subject to the laws, regulations and the relevant listing rules
of the general meeting. of the jurisdictions where the Company's shares are listed, be delivered in
other forms as prescribed in Article 231 of the Articles of Association
Unless otherwise required by applicable laws, the duration aforesaid is
inclusive of the date on which the notice is issued and
exclusive of the date of the general meeting.
Article 38 The notice of a class shareholders' general meeting shall be Article 38 The notice of a class shareholders' general meeting shall be
delivered only to shareholders entitled to vote at such meeting. delivered only to shareholders entitled to vote at such meeting.
Article 39 The notice of a general meeting shall meet the following Article 36 Article 39 The notice of a general meeting shall include
requirements: the following contents:
(1) be in written form; (1) the time, venue and duration of the meeting;
(2) specifies the venue, date and time of the meeting; (2) matters and proposals submitted to the meeting for consideration;
(3) states matters to be discussed at the meeting;
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(3) a clear statement: all shareholders shall be entitled to attend the
shareholders' general meeting and may appoint a proxy in writing to attend
(4) provides shareholders with such information and explanation as the meeting and vote, and such proxy need not be a shareholder of the Company;
necessary to enable them to make an informed decision on issues to be
discussed; such principle includes (but is not limited to) where a proposal is (4) the relevant date by reference to which shareholders whose name appear
made to merge the Company, to repurchase shares of the Company, to reorganize on the register of members of the Company are entitled to attend the general
its share capital or to make any other reorganization of the Company, detailed meeting;
conditions of the proposed transaction shall be provided together with
contracts (if any) and the cause and effect of any such proposal shall also be
properly explained;
(5) name and telephone number of the standing contact person who is
responsible for handling the affairs of the meeting;
(5) contains a disclosure of the nature and extent of the material interests
of any director, supervisor, president, deputy presidents and other senior
officers in relation to the issue to be discussed; where, in relation to the (6) voting time and voting procedures by network or other means.
issue to be discussed, the effect on any director, supervisor, president,
deputy presidents and other senior officers in their capacity as shareholders
is different from the effect on other class shareholders, the difference shall
be clearly explained; The notice of a general meeting shall meet the following requirements:
(6) contains the full text of any special resolution to be proposed at the (1) be in written form;
meeting;
(2) specifies the venue, date and time of the meeting;
(7) contains 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
(3) states matters to be discussed at the meeting;
meeting on his behalf and that such proxy
(4) provide s shareholder s wit h such information and explanation as
necessary to enable them to make an informed decision on issues to be
discussed; such principle includes (but is not limited to) where a proposal
is made to merge the Company, to
repurchase shares of the Company, to
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need not be a shareholder; reorganize its share capital or to make any other reorganization of the
Company, detaile d condition s o f th e proposed transaction shall be
provided together with contracts (if any) and the cause and effect of any such
proposal shall also be properly explained;
(8) specifies the time and venue for lodging proxy forms for the meeting;
(5) contains a disclosure of the nature and extent of the material interests
(9) the relevant date by reference to which shareholders whose name appear of any director, supervisor, president, deputy presidents and other senior
on the register of members of the Company are entitled to attend the general officers in relation to the issue to be discussed; where, in relation to the
meeting; issue to be discussed, the effect on any director, supervisor, president,
deputy presidents and other senior officers in their capacity as shareholders
is different from the effect on other class shareholders, the difference shall
be clearly explained;
(10) name and telephone number of the standing contact person who is
responsible for handling the affairs of the meeting.
(6) contains the full text of any special resolution to be proposed at the
meeting;
(7) contains 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 proxy need not be a
shareholder;
(8) specifies the time and venue for lodging proxy forms for the meeting;
(9) the relevant date by reference to which shareholders whose name appear
on the register of members of the Company are
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entitled to attend the general meeting;
(10) name and telephone number of the standing contact person who is
responsible for handling the affairs of the meeting.
Article 37 Where the general meeting of shareholders intends to discuss the
election of directors and supervisors, the notice of the general meeting shall
fully disclose the detailed information of the candidates for directors and
supervisors, including at least the following contents:
(1) personal information such as educational background, work
experience and part-time jobs;
(2) whether there is any connected relationship with the Company
or its controlling shareholders and actual controllers;
(3) disclosing the number of shares of the Company held;
(4) whether he/she has been penalized by the securities regulatory
authorities under the State Council and other relevant departments and
disciplined by the stock
exchange.
Article 38 After the notice of a general meeting has been given, the general
meeting shall not be postponed or cancelled without justifiable reasons,
and the proposals specified in the notice of the
general meeting shall not be cancelled. In
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case of any postponement or cancellation, the convener shall make an
announcement and explain the reasons at least two workin g day s befor e th e
original
convening date.
CHAPTER 7 REGISTRATION FOR THE SHAREHOLDERS' GENERAL MEETING CHAPTER 7 REGISTRATION FOR THE SHAREHOLDERS' GENERAL MEETING
Article 42 The proxy form shall be lodged at the Company's premises or such Article 40Article 42 The proxy form shall be lodged at the Company's premises
other venue as specified in the notice convening the meeting at least 24 hours or such other venue as specified in the notice convening the meeting at least
prior to the time of the relevant meeting at which votes are to be cast by the 24 hours prior to the time of the relevant meeting at which votes are to be
proxy appointed under the proxy form, or 24 hours prior to the scheduled cast by the proxy appointed under the proxy form, or 24 hours prior to the
voting time. Where the proxy form is signed by a person authorized by the scheduled voting time. Where the proxy form for voting is signed by a person
principal, the power of attorney or other documents of authorization shall be authorized by the principal, the power of attorney or other documents of
notarized. The notarized power of attorney or other documents of authorization authorization shall be notarized. The notarized power of attorney or other
together with the proxy form shall be lodged at the Company's premises or such documents of authorization together with the proxy form shall be lodged at the
other venue as specified in the notice convening the Company's premises or such other venue as specified in the notice
convening
meeting.
the meeting.
CHAPTER 8 REVIEW AND VOTING AT THE SHAREHOLDERS' GENERAL MEETING CHAPTER 8 REVIEW AND VOTING AT THE SHAREHOLDERS' GENERAL MEETING
Article 48 When the Company convenes a general meeting of shareholders,
all directors, supervisors and the secretary of the board of directors shall
attend the meeting, and the president, vice presidents and other senior
officers shall attend the
meeting and provide explanations and
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clarification s o n th e shareholders' inquiries and
suggestions.
Article 54 The convener shall ensure that the general meeting is held
continuously until the final resolution is made. If the genera l meetin g o f
shareholder s is suspended or fails to make a resolution due to special
reasons such as force majeure, necessary measures shall be taken to resume the
general meeting of shareholders as soon as possible or directly terminate the
general meeting of shareholders, and timely announcement shall be made. At the
same time, the convener shall report to the local office of the securities
regulatory authority under the State Council and the stock
exchange where the Company is located.
Article 57 For proposals to be resolved and included in the agenda of a Article 57 For proposals to be resolved and included in the agenda of a
shareholders' meeting, reasonable discussion time shall be granted for each shareholders' meeting, reasonable discussion time shall be granted for each
proposal before voting. proposal before voting.
The chairman of each special committee under the board of directors shall The chairman of each special committee under the board of directors
answer questions at the general meetings regarding the approval of connected Independent directors shall answer questions at the general meetings regarding
transactions or any other transactions that require the approval of the approval of connected transactions or any other transactions that
independent shareholders. require the approval of
independent shareholders.
Article 60 Shareholders or proxies may inquire about or make suggestion to a Article 60 Shareholders or proxies may inquire about or make suggestion to a
resolution; the chairman of the meeting shall, or appoint any of the resolution; the chairman of the meeting shall, or appoint any of the
directors, supervisors or other relevant persons who directors, supervisors or other relevant persons who
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are present at the meeting, to provide an answer or explanation in response to are present at the meeting, to provide an answer or explanation in response to
the inquiries. The chairman of the meeting may refuse to answer any inquiries the inquiries. The chairman of the meeting may refuse to answer any inquiries
under any of the following circumstances provided he states the reason: under any of the following circumstances provided he states the reason:
(1) the statement is irrelevant to the subject; (1) the statement is irrelevant to the subject;
(2) matters inquired about is under investigation or is to be (2) matters inquired about is under investigation or is to be
investigated; investigated;
(3) trade secrets of the Company are involved, which may not be (3) trade secrets of the Company are involved, which may not be
disclosed at the shareholders' meeting; disclosed at the shareholders' meeting;
(4) answering the inquiry will significantly harm the common interests of (4) answering the inquiry will significantly harm the common interests of
shareholders; shareholders;
(5) there exist other important reasons. (5) there exist other important reasons.
In reviewing the proposals at a shareholders' meeting, no alteration shall be In reviewing the proposals at a shareholders' meeting, no alteration shall be
made to the relevant proposals, otherwise the alteration shall be deemed to be made to the relevant proposals, otherwise the alteration shall be deemed to be
a new proposal and shall not be voted on at that shareholders' general a new proposal and shall not be voted on at that shareholders' general
meeting. meeting.
Article 61 Any vote of shareholders at a general meeting must be taken by poll
except where the chairman of the meeting, in good faith, decides to allow a
resolution which relates purely to a procedural or administrative matter to be
voted on by a
show of hands.
Article 62 In taking a vote on the election of Article 62 Article 63 In taking a vote on the
directors (excluding the employee representative director) election of directors (excluding the employee representative director) and
and supervisors, the supervisors, the
Existing Articles of the Rules and Procedures of Shareholders' Meeting Revised Articles
(December 2021)
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shareholders' meeting may adopt the cumulative voting system in accordance shareholders' meeting may adopt s the cumulative voting system in accordance
with the procedures stipulated in the Articles of Association and resolutions with the procedures stipulated in the Articles of Association and resolutions
of the shareholders' meeting. of the shareholders' meeting.
The cumulative voting system referred to in the preceding paragraph means a The cumulative voting system referred to in the preceding paragraph means a
system where in the election of more than two directors or supervisors at a system where in the election of more than two directors or supervisors at a
shareholders' meeting, the voting rights carried by each share is equal to the shareholders' meeting, the voting rights carried by each share is equal to the
number of the directors or supervisors to be elected, and the voting rights number of the directors or supervisors to be elected, and the voting rights
held by a shareholder may be used collectively to vote in favour held by a shareholder may be used collectively to vote in favour
of one or of one or
several candidates. several candidates.
Article 64 On a poll, shareholders (including proxies) entitled to two or more Article 64 On a poll, shareholders (including proxies) entitled to two or more
votes need not cast all his votes in the same way of affirmative votes or votes need not cast all his votes in the same way of affirmative votes or
dissenting votes. dissenting votes.
In the event of an equality of votes, the chairman of the meeting shall be In the event of an equality of votes, the chairman of the meeting shall be
entitled to an additional vote. entitled to an additional vote.
Article 67 Only one of the on-site, network or other voting methods may be
selected for the same voting right. In the event of a repeat voting on the
same voting right, the
result of the first voting shall prevail.
Article 67 The votes on each matter under consideration at any shareholders' Article 68 Article 67 The votes on each matter under consideration at any
meeting shall be counted and scrutinized by two shareholder representatives, shareholders' meeting shall be counted and scrutinized by two shareholder
one supervisor and one lawyer and the voting results shall be announced representatives, one supervisor and one lawyer and the voting results shall be
on the spot. Connected
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shareholders shall not participate in the counting of votes for relevant announced on the spot. Connected shareholders shall not participate in the
connected transaction under consideration. counting of votes for relevant connected transaction under consideration.
Shareholders of the Company or their proxies who vote through network or other
means shall be entitled to verify thei r votin g result s throug h the
corresponding voting system.
Article 69 The closing time of the on-site shareholders' general meeting shall
not be earlier than that of network or other means. The chairman of the
meeting shall announce the voting status and result of each proposal, and
announce whether the proposal is passed or not according to the voting result.
Before the formal announcement of the voting results, the Company, counters,
scrutineers, substantial shareholders, network service providers and other
relevant parties involved in the on-site, network and other voting methods
of the shareholders' general meeting shall be obliged to keep the
voting information
confidential.
Article 69 The chairman of the meeting shall be responsible for determining Article 71 Article 69 The chairman of the meeting shall be responsible for
whether a resolution has been passed pursuant to results of votes. His determining whether a resolution has been passed pursuant to results of
decision, which shall be final and conclusive, shall be announced at the votes. His decision, which shall be final and conclusive, shall be announced
meeting and recorded in the minutes. The Company shall announce the at the meeting and recorded in the minutes. The Company shall
resolutions announce the
of the shareholders' meetings in accordance resolutions of the shareholders' meetings in
Existing Articles of the Rules and Procedures of Shareholders' Meeting Revised Articles
(December 2021)
(Note: if no markup is shown, it means that no amendment has been made)
with applicable laws, regulations and the relevant provisions of the stock accordance with applicable laws, regulations and the relevant provisions of
exchanges on which the shares of the Company are listed the stock exchanges on which the shares of the
and traded. Company are listed and traded.
Article 70 Shareholders who attend the general meeting shall express one of Article 72Article 70 Shareholders who attend the general meeting shall express
the following opinions on the resolutions put to the vote: pro, con or one of the following opinions on the resolutions put to the vote: ofpro, con
abstention. The declaration made by the securities registration and clearing or abstention on the resolutions put to the vote . The declaration made by
agency as the nominal holder of shares traded through the Shanghai-Hongkong the securities registration and clearing agency as the nominal holder of
Stock Connect scheme on behalf of the actual shareholders shall be excluded. shares traded through the Shanghai-Hongkong Stock Connect scheme on behalf of
the actual shareholders shall be excluded.
Any vote which is not completed, completed wrongly or is illegible, or votes
that are not cast shall be deemed to be abstention by the voter of his voting Pursuant to the applicable rules governing the listing of securities as
right, and the voting result of the number of shares held by the voter shall amended from time to time, where any shareholder is required to abstain from
be counted as "abstention". voting on a resolution, or is restricted to only voting for or against a
resolution, any vote cast by the shareholder or his/her proxy in breach of
such requirement or restriction shall not be counted in the voting result.
Any vote which is not completed, completed wrongly or is illegible, or votes
that are not cast shall be deemed to be abstention by the voter of his voting
right, and the voting result of the number of shares held by the
voter shall be counted as "abstention".
Article 71 Resolutions of a shareholders' meeting shall be divided Article 73Article 71 Resolutions of a shareholders' meeting shall be divided
into ordinary into
resolutions and special resolutions. ordinary resolutions and special resolutions.
Existing Articles of the Rules and Procedures of Shareholders' Meeting Revised Articles
(December 2021)
(Note: if no markup is shown, it means that no amendment has been made)
(I) Ordinary resolutions (I) Ordinary resolutions
Ordinary resolutions shall be passed by votes exceeding one-half of voting Ordinary resolutions shall be passed by votes representing more than half
rights represented by shareholders (including proxies) attending the exceeding one- half of voting rights represented by shareholders (including
shareholders' meeting. proxies) attending the shareholders' meeting.
…… ……
(II) Special resolutions (II) Special resolutions
Special resolutions shall be passed by votes representing two-thirds or more Special resolutions shall be passed by votes representing two-thirds or more
of voting rights represented by shareholders (including proxies) attending the of voting rights represented by shareholders (including proxies) attending the
shareholders' meeting. shareholders' meeting.
The following issues shall be approved by special resolutions at shareholders' The following issues shall be approved by special resolutions at shareholders'
meetings: meetings:
(1) increase or reduction in share capital of the Company and the issue of (1) increase or reduction in share capital of the Company and the issue of
shares of any class, warrants and other similar securities; shares of any class, warrants and other similar securities;
(2) issue of debt securities of the Company;
(2) issue of debt securities of the Company;
(3) demerger, merger, dissolution, liquidation or change of the
corporate form of the Company;
(3) demerger, spin-off, merger, dissolution, liquidation or change of the
corporate form of the Company;
(4) amendments to the Articles of Association;
(4) amendments to the Articles of Association;
(5) purchases and disposals of major assets by the Company or guarantees
provided by the Company within one year with an amount in excess of 30% of the
latest audited total (5) purchases and disposals of major assets by the Company or guarantees
provided by the Company within one year with an amount
assets of the Company;
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(December 2021)
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in excess of 30% of the latest audited total assets of the Company;
(6) share incentive scheme;
(6) share incentive scheme;
(7) any other matter stipulated by laws, administrative regulations, (7) any other matter stipulated by laws, administrative regulations, other
departmental rules, the Articles of Association or confirmed by an ordinary regulatory documents departmental rules, or the Articles of Association or
resolution at a shareholders' meeting that it may have material impact on the and confirmed by an ordinary resolution at a shareholders' meeting that it may
Company and is required to be approved by a special resolution. have material impact on the Company and is required to be approved
by a special resolution.
Article 72 Where issues specified in sub- paragraphs (2) to (8), (11) to (12) Article 72 Where issues specified in sub- paragraphs (2) to (8), (11) to (12)
of Article 32 of these Rules are involved, the affected class shareholders, of Article 32 of these Rules are involved, the affected class shareholders,
whether or not they are entitled to vote at shareholders' meetings originally, whether or not they are entitled to vote at shareholders' meetings originally,
shall have the right to vote at class meetings. However, interested shall have the right to vote at clas s meetings . However , interested
shareholder(s) shall not be entitled to vote at such class meetings. shareholder(s) shall not be entitled to vote at such class meetings.
"Interested shareholder(s)" as specified in the preceding paragraph refers to: "Interested shareholder(s)" as specified in the preceding paragraph refers to:
(1) in the event of a repurchase of shares by the Company by way of a (1) in the event of a repurchase of shares by the Company by way of a
general offer to all shareholders of the Company or by way of public general offer to all shareholders of the Company or by way of public
transactions on a stock exchange pursuant to Article 30 of the Articles of transactions on a stock exchange pursuant to Article 30 of the Articles of
Association, an "interested shareholder" is a controlling shareholder within Association, an "interested shareholder" is a controlling shareholder within
the meaning of Article 60 of the Articles of Association; the meaning of Article 60 of the Articles of Association;
(2) in the event of a repurchase of shares by the Company by way of an (2) in the event of a repurchase of shares by the Company by way of an
off-market agreement pursuant to Article 30 of the off-market agreement pursuant to Article 30 of the
Existing Articles of the Rules and Procedures of Shareholders' Meeting Revised Articles
(December 2021)
(Note: if no markup is shown, it means that no amendment has been made)
Articles of Association, an "interested shareholder" is a shareholder related Articles of Association, an "interested shareholder" is a shareholder
to such agreement; related to such agreement;
(3) in the event of a reorganization scheme of the Company, an "interested (3) in the event of a reorganization scheme of the Company, an "interested
shareholder" is a shareholder who assumes a relatively less proportion of shareholder" is a shareholder who assumes a relatively less proportion of
obligation than that of any other shareholder of that class or who has an obligation than that of any other shareholder of that class or who has an
interest different from that of any other interest different from that of any other
shareholder of that class. shareholder of that class.
Article 73 Resolutions of a class shareholders' meeting shall be approved by Article 73 Resolutions of a class shareholders' meeting shall be approved by
shares representing two-thirds or more of the voting rights of shareholders of shares representing two-thirds or more of the voting rights of shareholders of
that class present at the meeting in accordance with Article 72 of these that class present at the meeting in accordance with Article 72 of these
Rules. Rules.
Pursuant to the applicable rules governing the listing of securities as Pursuant to the applicable rules governing the listing of securities as
revised from time to time, when any shareholder is obliged to abstain from revised from time to time, when any shareholder is obliged to abstain from
voting on a proposal at a class meeting or when any shareholder is restricted voting on a proposal at a class meeting or when any shareholder is restricted
to vote in favor of or against a proposal at a class meeting, any vote of such to vote in favor of or against a proposal at a class meeting, any vote of such
shareholder or its proxy which violates the relevant requirement or shareholder or its proxy which violates the relevant requirement or
restriction shall not be counted in the voting result. restriction shall not be counted in the voting result.
Special voting procedures for class shareholders shall not apply in the Special voting procedures for class shareholders shall not apply in the
following circumstance: following circumstance:
(1) with the approval by special resolution at a shareholders' general (1) with the approval by special resolution at a shareholders' general
meeting, the Company issues either A shares or meeting, the Compan y issue s eithe r A share s or
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(December 2021)
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overseas-listed foreign shares and both of them at an interval of 12 months, overseas-listed foreign shares and both of them at an interval of 12 months,
and the respective number of the proposed A shares and overseas-listed foreign and the respective number of the proposed A shares and overseas-listed foreign
shares does not exceed 20% of the existing issued shares of that class; or shares does not exceed 20% of the existing issued shares of that class; or
(2) the Company's plan to issue A shares and overseas-listed foreign shares (2) the Company's plan to issue A shares and overseas-listed foreign shares
during its establishment is completed within 15 months of the approval during its establishment is completed within 15 months of the
by the securities approval by the securities
regulatory authority under the State Council. regulatory authority under the State Council.
Note: Save as the table above, if the serial numbering of the articles is
changed due to the addition, deletion or re-arrangement of certain articles,
the serial numbering of the articles of these Rules and Procedures of
Shareholders' Meetings as so amended shall be changed accordingly, including
those referred to in cross references.
The proposed amendments to the Rules and Procedures of Shareholders' Meetings
are prepared in the Chinese language and the English version is therefore a
translation only. In the event of any discrepancy between the English
translation and the Chinese version of the Rules and Procedures of
Shareholders' Meetings, the Chinese version shall prevail.
Set out below are the details of the proposed amendments to the Rules and
Procedures of Meetings of the Board. The revisions have been underlined (if
applicable) for the convenience of perusal.
AIR CHINA LIMITED
COMPARATIVE TABLE OF THE AMENDMENTS TO THE RULES AND PROCEDURES OF MEETINGS OF
THE BOARD
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of the Board (Note: If there is no mark-up, it means no amendment)
(December 2021)
CHAPTER 1 GENERAL PROVISIONS CHAPTER 1 GENERAL PROVISIONS
Article 1 In order to regularize the operational procedure of the board of Article 1 In order to regularize the operational procedure of the board of
directors (hereinafter referred as to the "board of directors") of Air China directors (hereinafter referred as to the "board of directors") of Air China
Limited (hereinafter referred to as the "Company") and to ensure the working Limited (hereinafter referred to as the "Company") and to ensure the working
efficiency and the scientific strategic decision-making of the board of efficiency and the scientific strategic decision-making of the board of
directors, these Rules are formulated in accordance with the "Company Law of directors, these Rules are formulated in accordance with the "Company Law of
the People's Republic of China" (hereinafter referred to as the "Company the People's Republic of China" (hereinafter referred to as the "Company
Law"), "Mandatory Provisions for the Articles of Association of Companies Law"), "Mandatory Provisions fo r th e Article s o f Associatio n of
Listing Overseas", "Guide to Articles of Association of Listed Companies", Companies Listing Overseas", "Guide to Articles of Association of Listed
"Standards for the Governance of Listed Companies" and other relevant laws and Companies", "Standards for the Governance of Listed Companies" and other
regulations and the "Articles of Association of Air China Limited" relevant laws and regulations and the "Articles of Association of Air China
(hereinafter referred to as the "Articles of Limited" (hereinafter referred to as the "Articles of
Association"). Association").
Article 2 As authorized by the general meeting, the board of directors shall Article 2 As authorized by the general meeting, the board of directors shall
be responsible for the operation and management of the Company's assets, and be responsible for the operation and management of the Company's assets, and
acts as central business decision-making body that is accountable to the acts as central business decision-making body that is accountable to the
general general
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of the Board (Note: If there is no mark-up, it means no amendment)
(December 2021)
meeting. meeting.
The board of directors shall uphold the leading role of the Party Committee in The board of directors shall uphold the leading role of the Party Committee in
setting the right direction, keeping in mind the big picture, promoting the setting the right direction, keeping in mind the big picture,
implementation of Party policies and principles. Matters relating to major ensuringpromoting the implementation of Party policies and principles. Matters
operation and management of the Company shall be first submitted to the Party relating to major operation and management of the Company shall be first
submitted to the Party
Committee for pre-study and discussion.
Committee for pre-study and discussion.
CHAPTER 2 FORMATION AND COMMITTEES OF THE BOARD CHAPTER 2 FORMATION AND COMMITTEES OF THE BOARD
Article 8 In accordance with relevant resolutions of the shareholders' general Article 8 In accordance with relevant resolutions of the shareholders' general
meeting, the board of directors shall establish a strategy and investment meeting, the board of directors shall establish special committees such as a
committee, an audit and risk management committee (the supervision committee), strategy and investment committee, an audit and risk management committee (the
a nomination and remuneration committee, an aviation safety committee and supervision committee), a nomination committee,a nomination and remuneration
other special committees. and appraisal committee, and an aviation safety committee and other special
committees.
These special committees shall consider specific matters and provide their
opinions and advice as a reference for the board's decision making based on These special committees shall consider specific matters and provide their
the proposals made by the board of directors, the chairman of the board of opinions and advice as a reference for the board's decision making based on
directors and the recommendations from the president. the proposals made by the board of directors, the chairman of the board of
directors and the recommendations from the president.
The members' composition, duties and responsibilities, and procedures of each
special committee of the board of directors are specifically determined The members' composition, duties and
according to the
responsibilities, and procedures of each special committee of the board of
terms of reference of each special committee, directors
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of the Board (Note: If there is no mark-up, it means no amendment)
(December 2021)
which are formulated by the board of directors. are specifically determined according to the terms of reference of each
special committee, which are formulated by the board of directors.
Independent directors shall convene special meetings on a regular or
irregular basis to review relevant matters stipulated in laws, regulations,
other regulatory document s an d th e Article s of Association. Other
matters of the Company may also be investigated and discussed as required at
the special
meetings of independent directors.
CHAPTER 3 FUNCTIONS AND CHAPTER 3 FUNCTIONS AND
POWERS OF THE BOARD OF DIRECTORS POWERS OF THE BOARD OF DIRECTORS
Article 9 The board of directors is responsible to the shareholders' general Article 9 The board of directors is responsible to the shareholders' general
meeting for formulating strategies, making decisions and preventing risks and meeting for formulating strategies, making decisions and preventing risks and
shall exercise the following duties and powers in accordance with statutory shall exercise the following duties and powers in accordance with statutory
procedures and the Articles of Association: procedures and the Articles of Association:
…… ……
(8) to decide on the matters such as external investments, acquisition and (8) to decide on the matters such as external investments, acquisition and
disposal of assets, mortgages on assets, entrusted wealth management and disposal of assets, mortgages on assets, entrusted wealth management , and
connected transactions of the Company within the authority granted by the connected transactions, and external donation of the Company within the
shareholders'general meeting; authority granted by the shareholders'general meeting;
…… ……
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of the Board (Note: If there is no mark-up, it means no amendment)
(December 2021)
(9) to decide on the external guarantees other than those required to be (9) to decide on the external guarantees other than those required to be
approved by the shareholders' general meetings according to laws, approved by the shareholders' general meetings according to laws,
administrative regulations and the Articles of Association; administrative regulations , other regulatory documents and the Articles of
Association;
……
……
(20) to exercise other functions and powers as stipulated by laws, regulations
or the Articles of Association and granted by the shareholders' general (20) to exercise other functions and powers as stipulated by laws,
meeting. regulations, other regulatory documents and or the Articles of Association and
granted by the
shareholders' general meeting.
Article 10 Any matters in relation to the provision of external guarantee by Article 10 Any matters in relation to the provision of external guarantee by
the Company shall be considered and approved by the board of directors. The the Company shall be considered and approved by the board of directors. The
following matters shall be approved by the shareholders' general meeting after following matters shall be approved by the shareholders' general meeting after
being considered by the board of directors: being considered by the board of directors:
(1) provision of external guarantee after the total amount of the external (1) provision of external guarantee after the total amount of the external
guarantees provided by the Company or its subsidiaries reaches or exceeds 50% guarantees provided by the Company or its subsidiaries reaches or exceeds 50%
of the most recent audited net assets; of the most recent audited net assets;
(2) provision of guarantee to any entity whose gearing ratio exceeds 70%; (2) provision of any guarantee after the total amount of the external
guarantees of the Company exceeds 30% of the most recent audited total assets
provision of guarantee to any entity whose gearing ratio
(3) provision of a single guarantee the exceeds 70%;
amount of which exceeds 10% of the most recent audited net assets;
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of the Board (Note: If there is no mark-up, it means no amendment)
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(4) provision of guarantee to shareholders, actual controllers and their (3) provision of guarantee by the Company within one year which exceeds 30%
related parties; of the most recent audited total assets of the Company provision of a single
guarantee the amount of which exceeds 10% of the most recent audited net
assets;
(5) provision of any guarantee after the total amount of the external
guarantees of the Company reaches or exceeds 30% of the latest audited total
assets of the Company; (4) provision of guarantee to any entity whose gearing ratio exceeds 70%
provision of guarantee to shareholders, actual controllers and their related
parties;
(6) other guarantee-related matters that shall be approved by the
shareholders' general meeting as stipulated by laws and regulations and the
Articles of Associations. (5) provision of a single guarantee with the amount of which exceeds 10% of
the most recent audited net assets provision of any guarantee after the total
amount of the external guarantees of the Company reaches or exceeds 30% of the
latest audited total assets of the Company;
(6) provision of guarantee to shareholders, actual controllers and their
related parties;
(7) other guarantee-related matters that shall be approved by the
shareholders' general meeting as stipulated by laws and regulations
and the Articles of Associations.
CHAPTER 4 RULES FOR BOARD MEETINGS CHAPTER 4 RULES FOR BOARD MEETINGS
Article 20 In the event that any director has consecutively failed to be Article 20 In the event that any director has consecutively failed to be
present in person at any board meeting twice, nor authorized another director present in person at any board meeting twice, nor authorized another director
to be present at the board meeting on his behalf, he shall be considered to be present at the board meeting on his behalf, he shall be considered
unable to fulfill his responsibilities as a unable to fulfill his responsibilities as a
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of the Board (Note: If there is no mark-up, it means no amendment)
(December 2021)
director, and the board of directors shall accordingly suggest the director, and the board of directors shall accordingly suggest the
shareholders' general meeting making a replacement. shareholders' general meeting making a replacement.
The board of directors shall propose to the shareholders' general meeting to The board of directors shall propose to the shareholders' general meeting to
replace any independent director who has not been present in person replace any independent director who has not been present in person
consecutively at board consecutively at board
meeting for three times. meeting for three times.
CHAPTER 5 PROPOSED RESOLUTIONS OF BOARD MEETINGS CHAPTER 5 PROPOSED RESOLUTIONS OF BOARD MEETINGS
Article 22 The secretary to the board of directors shall be responsible for Article 22 The secretary to the board of directors shall be responsible for
compiling the proposed resolutions to be considered at the board meeting. Any compiling the proposed resolutions to be considered at the board meeting. Any
person proposing the resolution shall submit such proposed resolutions and the person proposing the resolution shall submit such proposed resolutions and the
relevant explanatory materials to the secretary to the board of directors 5 relevant explanatory materials to the secretary to the board of directors 5
days before the date of notice convening the board meeting. Proposed days before the date of notice convening the board meeting. Proposed
resolutions in relation to major connected transactions (as determined on the resolutions in relation to major connected transactions (as determined on the
criteria promulgated by the relevant regulatory authorities from time to time) criteria promulgated by the relevant regulatory authorities from time to time)
which are subject to approval by the board of directors or the shareholders at which are subject to approval by the board of directors or the shareholders at
the shareholders' general meeting and proposed resolutions of appointment or the shareholders' general meeting and proposed resolutions of appointment or
dismissal of accounting firms shall first be approved by majority of the dismissal of accounting firms shall first be approved by majority of the
independent directors. The relevant materials shall be submitted to the independent directors. The relevant materials shall be submitted to the
chairman of the board of directors or the convener of the board meeting after chairman of the board of directors or the convener of the board meeting after
such materials being compiled by the secretary to the board of directors who such materials being compiled by the secretary to the board of directors
shall set out the time, place who shall set out the time, place
and agenda of the meeting. and agenda of the meeting.
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of the Board (Note: If there is no mark-up, it means no amendment)
(December 2021)
CHAPTER 7 CONSIDERING AND VOTING ON PROPOSED CHAPTER 7 CONSIDERING AND VOTING ON PROPOSED
RESOLUTIONS RESOLUTIONS
Article 33 The following matters shall be submitted to the board of directors
for consideration after being approved by more than half of all independent
directors of the Company:
(1) related transactions which shall be discloseable;
(2) changes in or waivers of commitments by the Company and related parties;
(3) decisions and measures taken by the board of directors of the acquired
company in connection with the acquisition;
(4) other matters stipulated by laws,
administrative regulations and the Articles of Association.
Article 33 The independent directors shall give their independent opinions to Article 34Article 33 Independent directors shall express their independent
the board of directors or the shareholders' general meeting on the following opinions on matters which may impair the rights and interests of the Company
matters: or minority shareholders.
(1) the nomination, appointment and removal of any director; The independent opinions issued by independent directors on major matters
shall at least include the following content:
(2) the appointment and removal of any senior officer;
(1) basic information on major matters;
(3) the remuneration of the directors and senior management of the
Company;
(2) the basis for expressing opinions,
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of the Board (Note: If there is no mark-up, it means no amendment)
(December 2021)
(4) substantial money transfers (as determined in accordance with the including the procedures performed, the documents verifed and the contents of
rules promulgated from time to time) between the Company and shareholders, on- site inspection, etc.;
actual controllers and connected enterprise;
(3) the legality and compliance of material matters;
(5) profit distribution plans proposed to the board of directors for
consideration;
(4) the impact on the rights and interests of the Company and minority
shareholders, the possible risks and the effectiveness of the measures
(6) distribution plans of the cash dividends that the board of directors has adopted by the Company;
not made;
(5) expression of conclusive opinions. If a qualified opinion, objection or
(7) issues that the independent directors consider possible to impair on disclaimer of opinion is raised on a material matter, the relevant independent
the rights and interest of minority shareholders; directors shall clearly explain the reasons and obstacles for not providing an
opinion.
(8) other matters so stipulated by applicable laws, regulations, department
rules or the Articles of Association. The independent directors shall sign and confirm their independent opinions
issued, and report the above opinions to the board of directors in a timely
manner and disclose the same together with the relevant announcements of the
Company.
An independent director shall provide his comments by way of: agreeing;
reserving his opinion with reasons; objecting with reasons; or expressing his
view as not being able to provide his comments and the reason.
The independent directors shall give their independent opinions to the board
of directors or the shareholders' general meeting on the following
matters:
When the relevant issues are of those required to be disclosed, opinions of
independent directors shall be published by announcement by the Company. In
addition, if the independent directors have different opinions and cannot come
to an agreement, their opinions shall be disclosed respectively (1) the nomination, appointment and removal of any director;
by the board of directors.
(2) the appointment and removal of any senior officer;
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of the Board (Note: If there is no mark-up, it means no amendment)
(December 2021)
(3) the remuneration of the directors and senior management of the
Company;
(4) substantial money transfers (as determined in accordance with the
rules promulgated from time to time) between the Company and shareholders,
actual controllers and connected enterprise;
(5) profit distribution plans proposed to the board of directors for
consideration;
(6) distribution plans of the cash dividends that the board of directors has
not made;
(7) issues that the independent directors consider possible to impair on
the rights and interest of minority shareholders;
(8) other matters so stipulated by applicable laws, regulations, department
rules or the Articles of Association.
An independent director shall provide his comments by way of: agreeing;
reserving his opinion with reasons; objecting with reasons; or expressing his
view as not being able to provide his comments and the reason.
When the relevant issues are of those required to be disclosed, opinions of
independent directors shall be published by announcement by the Company. In
addition, if the independent directors have different
opinions and cannot come to an agreement,
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of the Board (Note: If there is no mark-up, it means no amendment)
(December 2021)
their opinions shall be disclosed respectively by the board of directors.
Article 37 Each director has one vote. In the case of equal division of Article 38Article 37 When the board of directors are considering the
affirmative and dissenting votes, the chairman of the board of directors is proposals, Eeach director has one vote. In the case of equal division of
entitled to a casting vote. affirmative and dissenting votes, the chairman of the board of directors
is entitled to a casting vote.
Article 41 When the board passes a resolution on a related party transaction Article 41 When the board passes a resolution on a related party transaction
of the Company, independent opinions shall be given by the independent of the Company, independent opinions shall be given by the independent
directors as directors as
required. required.
Note: save as the table above, if the serial numbering of the articles is
changed due to the addition, deletion or re-arrangement of certain articles,
the serial numbering of the articles of the Rules and Procedures of Meetings
of the Board as so amended shall be changed accordingly, including those
referred to in cross references.
The proposed amendments to the Rules and Procedures of Meetings of the Board
are prepared in the Chinese language and the English version is therefore a
translation only. In the event of any discrepancy between the English
translation and the Chinese version of the Rules and Procedures of Meetings of
the Board, the Chinese version shall prevail.
中國國際航空股份有限公司
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 00753)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVENthat an extraordinary general meeting (the "EGM") of Air
China Limited (the "Company") will be held at 11:00 a.m. on Thursday, 26
October 2023 at The Conference Room C713, No. 30, Tianzhu Road, Airport
Industrial Zone, Shunyi District, Beijing, the PRC to consider and, if thought
fit, to pass the following resolutions. Unless otherwise indicated,
capitalised terms used herein shall have the same meaning as those defined in
the circular of the Company dated 11 September 2023 (the "Circular").
Special Resolutions
1. To consider and approve the proposed amendments to the Articles
of Association as set out in Appendix I to the Circular.
2. To consider and approve the proposed amendments to the Rules
and Procedures of Shareholders' Meetings as set out in Appendix II to the
Circular.
3. To consider and approve the proposed amendments to the Rules
and Procedures of Meetings of the Board as set out in Appendix III to the
Circular.
By Order of the Board
Air China Limited
Huang Bin Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 11 September 2023
As at the date of this notice, the directors of the Company are Mr. Ma
Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xiao Peng,
Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan-chi*.
* Independent non-executive director of the Company
Notes:
1. Closure of register of members
Holders of H Shares of the Company are advised that the register of members of
the Company will close from Friday, 20 October 2023 to Thursday, 26 October
2023 (both days inclusive), during which time no transfer of any H Shares will
be effected. In order to qualify for attendance and voting at the EGM, holders
of H Shares must lodge all documents of transfer with the Company's H Share
registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at
Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong
Kong, by 4:30 p.m. on Thursday, 19 October 2023.
H Shareholders whose names appear on the register of H Shareholders of the
Company at the close of business on Thursday, 19 October 2023 are entitled to
attend and vote at the EGM.
2. Proxy
Every shareholder who has the right to attend and vote at the EGM is entitled
to appoint one or more proxies, whether or not they are members of the
Company, to attend and vote on his/her behalf at the EGM.
A proxy shall be appointed by an instrument in writing. Such instrument shall
be signed by the appointor or his attorney duly authorised in writing. If the
appointer is a legal person, then the instrument shall be signed under a legal
person's seal or signed by its director or an attorney duly authorised in
writing. The instrument appointing the proxy shall be deposited at the
Company's H Share registrar for holders of H Shares not less than 24 hours
before the time specified for the holding of the EGM (or any adjournment
thereof). If the instrument appointing the proxy is signed by a person
authorised by the appointer, the power of attorney or other document of
authority under which the instrument is signed shall be notarised. The
notarised power of attorney or other document of authority shall be deposited
together and at the same time with the instrument appointing the proxy at the
Company's H Share registrar.
3. Other businesses
(i) The EGM is expected to last for no more than half a
working day. Shareholders and their proxies attending the meeting shall be
responsible for their own traveling and accommodation expenses.
(ii) The address of Computershare Hong Kong Investor Services
Limited is: 17M Floor
Hopewell Centre
183 Queen's Road East Wanchai
Hong Kong
Tel No.: (852)2862 8628
Fax No.: (852)2865 0990
中國國際航空股份有限公司
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 00753)
NOTICE OF H SHAREHOLDERS' CLASS MEETING
NOTICE IS HEREBY GIVENthat a class meeting of H Shareholders (the "H
Shareholders' Class Meeting") of Air China Limited (the "Company") will be
held at 11:00
a.m. on Thursday, 26 October 2023 at The Conference Room C713, No. 30, Tianzhu
Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC to consider
and, if thought fit, to pass the following resolutions. Unless otherwise
indicated, capitalised terms used herein shall have the same meaning as those
defined in the circular of the Company dated 11 September 2023 (the
"Circular").
Special Resolutions
1. To consider and approve the proposed amendments to the Articles
of Association as set out in Appendix I to the Circular.
2. To consider and approve the proposed amendments to the Rules
and Procedures of Shareholders' Meetings as set out in Appendix II to the
Circular.
By Order of the Board
Air China Limited
Huang Bin Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 11 September 2023
As at the date of this notice, the directors of the Company are Mr. Ma
Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr. Patrick Healy, Mr. Xiao Peng,
Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin* and Ms. Winnie Tam Wan-chi*.
* Independent non-executive director of the Company
Notes:
1. Closure of register of members
Holders of H Shares of the Company are advised that the register of members of
the Company will close from Friday, 20 October 2023 to Thursday, 26 October
2023 (both days inclusive), during which time no transfer of any H Shares will
be effected. In order to qualify for attendance and voting at the EGM, holders
of H Shares must lodge all documents of transfer with the Company's H Share
registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at
Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong
Kong, by 4:30 p.m. on Thursday, 19 October 2023.
H Shareholders whose names appear on the register of H Shareholders of the
Company at the close of business on Thursday, 19 October 2023 are entitled to
attend and vote at the EGM.
2. Notice of attendance
H Shareholders who intend to attend the H Shareholders' Class Meeting should
complete and lodge the accompanying notice of attendance and return it to the
Company's H Share registrar on or before Thursday, 5 October 2023. The notice
of attendance may be delivered by hand, by post or by fax to the Company's H
Share registrar. Completion and return of the notice of attendance do not
affect the right of a shareholder to attend and vote at the H Shareholders'
Class Meeting. However, the failure to return the notice of attendance may
result in an adjournment of the H Shareholders' Class Meeting, if the number
of shares carrying the right to vote represented by the shareholders proposing
to attend the H Shareholders' Class Meeting by the notice of attendance does
not reach more than half of the total number of H Shares of the Company
carrying the right to vote at the H Shareholders' Class Meeting.
3. Proxy
Every shareholder who has the right to attend and vote at the H Shareholders'
Class Meeting is entitled to appoint one or more proxies, whether or not they
are members of the Company, to attend and vote on his/her behalf at the H
Shareholders' Class Meeting.
A proxy shall be appointed by an instrument in writing. Such instrument shall
be signed by the appointor or his attorney duly authorised in writing. If the
appointer is a legal person, then the instrument shall be signed under a legal
person's seal or signed by its director or an attorney duly authorised in
writing. The instrument appointing the proxy shall be deposited at the
Company's H Share registrar for holders of H Shares, Computershare Hong Kong
Investor Services Limited, not less than 24 hours before the time specified
for the holding of the H Shareholders' Class Meeting. If the instrument
appointing the proxy is signed by a person authorised by the appointer, the
power of attorney or other document of authority under which the instrument is
signed shall be notarised. The notarised power of attorney or other document
of authority shall be deposited together and at the same time with the
instrument appointing the proxy at the Company's H Share registrar.
4. Other businesses
(i) The H Shareholders' Class Meeting is expected to last for
no more than half a working day. Shareholders and their proxies attending the
meeting shall be responsible for their own traveling and accommodation
expenses.
(ii) The address of Computershare Hong Kong Investor Services
Limited is: 17M Floor
Hopewell Centre
183 Queen's Road East Wanchai
Hong Kong
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990
H SHAREHOLDERS' CLASS MEETING NOTICE OF ATTENDANCE
To: Air China Limited (the "Company") I/We (Note 1)
of
, being the registered holder of ((Note) (2))
H Shares in the share capital of the Company hereby inform the Company that
I/we intend to attend the H Shareholders' Class Meeting to be held at 11:00
a.m. on Thursday, 26 October 2023 at The Conference Room C713, No. 30 Tianzhu
Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC or to appoint
proxies to attend on my/our behalf.
Signature:
Date:
Notes:
1. Please insert the full name(s) and address(es) of the
shareholder(s) as it is recorded in the register of members of the Company in
BLOCK CAPITALS.
2. Please insert the number of shares registered in your
name(s).
3. Please duly complete and sign this Notice of Attendance,
and deliver it to the Company's H Shares registrar, Computershare Hong Kong
Investor Services Limited on or before Thursday, 5 October 2023.
Address of Computershare Hong Kong Investor Services Limited
17M Floor Hopewell Centre
183 Queen's Road East Wan Chai
Hong Kong
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990
FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
Number of shares to which this form of proxy relates ((Note) (1))
I/We (Note 2)
of
being the registered holder(s) of ((Note) (3))
H Shares in the share capital of Air China Limited (the "Company") HEREBY
APPOINT the chairman of the meeting and/or (Note 4)
of
as my/our proxy/proxies: (a) to act for me/us at the extraordinary general
meeting (or at any adjournment thereof) of the Company to be held at 11:00
a.m. on Thursday, 26 October 2023 at The Conference Room C713, No. 30 Tianzhu
Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC (the
"Meeting") for the purpose of considering and, if thought fit, passing the
resolution (the "Resolution") as set out in the notice convening the Meeting
(the "Notice"); and (b) at the Meeting (or at any adjournment thereof) to vote
for me/us and in my/our name(s) in respect of the Resolution as hereunder
indicated or, if no such indication is given, as my/our voting proxy thinks
fit.
SPECIAL RESOLUTIONS FOR AGAINST ABSTAIN
(Note 5) (Note 5) (Note 5)
To consider and approve the proposed amendments to the Articles of
Associations of the Company
1.
To consider and approve the proposed amendments to the Rules and Procedures of
Shareholders' Meetings
2.
To consider and approve the proposed amendments to the Rules and Procedures of
Meetings of the Board
3.
Dated this day of
2023 Signature((Note)
(6)):
Notes:
1. Please insert the number of shares registered in your
name(s) to which this proxy form relates. If no number is inserted, this form
of proxy will be deemed to relate to all shares registered in your name(s).
2. Full name(s) and address(es) to be inserted in BLOCK
CAPITALS.
3. Please insert the total number of shares registered in
your name(s).
4. A member entitled to attend and vote at the Meeting is
entitled to appoint one or more proxies of his own choice to attend and vote
instead of him. A proxy need not be a member of the Company. If any proxy
other than the chairman of the Meeting is preferred, please strike out the
words "the chairman of the meeting and/or" and insert the name(s) and
address(es) of the proxy/proxies desired in the space provided. In the event
that two or more persons (other than the chairman of the Meeting) are named as
proxies and the words "the chairman of the meeting and/or" are not deleted,
those words and references shall be deemed to have been deleted.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK
IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN
THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM
VOTING, TICK THE APPROPRIATE BOX MARKED "ABSTAIN". Failure to complete the
boxes will entitle your voting proxy to cast his vote at his discretion. A
member is entitled to one vote for every fully-paid share held and a member
entitled to more than one vote need not use all his votes in the same way. A
tick in the relevant box indicates that the votes attached to all the shares
stated above as held by you will be cast accordingly.
6. This form of proxy must be signed by you or your attorney
duly authorised in writing, or in the case of a corporation, must be either
under seal or under the hand of a director or attorney duly authorised. If
this form of proxy is signed by your attorney, the power of attorney or other
document of authorisation must be notarised.
7. In order to be valid, this form of proxy, together with
the notarised copy of the power of attorney or other document of authorisation
(if any) under which it is signed, for holders of H Shares, must be delivered
to the Company's H Share registrar, Computershare Hong Kong Investor Services
Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong
Kong, not less than 24 hours prior to the time appointed for holding the
Meeting (or any adjournment thereof).
8. Completion and delivery of this form of proxy will not
preclude you from attending and/or voting at the Meeting (or any adjournment
thereof) if you so wish.
9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE
INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
10. To attend and represent the shareholder(s) at the Meeting, the
proxy so appointed must produce beforehand his identification document and any
power of attorney duly signed by his appointor(s) or the legal
representative(s) of his appointor(s). The power of attorney must state the
date of issuance.
1.
FORM OF PROXY FOR H SHAREHOLDERS' CLASS MEETING
Number of shares to which this form of proxy relates ((Note) (1))
I/We (Note 2)
of
being the registered holder(s) of ((Note) (3))
H Shares in the share capital of Air China Limited (the "Company") HEREBY
APPOINT ((Note) (4))the chairman of the meeting and/or ((Note) (4))
of
as my/our proxy/proxies: (a) to act for me/us at the class meeting for
holders of H Shares (or at any adjournment thereof) of the Company to be held
at 11:00 a.m. on Thursday, 26 October 2023 at The Conference Room C713, No.30
Tianzhu Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC (the
"H Shareholders' Class Meeting") for the purpose of considering and, if
thought fit, passing the resolutions (the "Resolutions") as set out in the
notice (the "Notice") convening the H Shareholders' Class Meeting; and (b) at
the H Shareholders' Class Meeting (or at any adjournment thereof) to vote for
me/us and in my/our name(s) in respect of the Resolutions as hereunder
indicated or, if no such indication is given, as my/our voting proxy thinks
fit.
SPECIAL RESOLUTIONS FOR AGAINST ABSTAIN
(Note 5) (Note 5) (Note 5)
1. To consider and approve the proposed amendments to the Articles of
Associations of the Company
2. To consider and approve the proposed amendments to the Rules and Procedures of
Shareholders' Meetings
Dated this day of
2023 Signature ((Note)
(6)):
Notes:
1. Please insert the number of shares registered in your
name(s) to which this proxy form relates. If no number is inserted, this form
of proxy will be deemed to relate to all shares registered in your name(s).
2. Full name(s) and address(es) to be inserted in BLOCK
CAPITALS.
3. Please insert the total number of shares registered in
your name(s).
4. A member entitled to attend and vote at the H
Shareholders' Class Meeting is entitled to appoint one or more proxies of his
own choice to attend and vote instead of him. A proxy need not be a member of
the Company. If any proxy other than the chairman of the H Shareholders' Class
Meeting is preferred, please strike out the words "the chairman of the meeting
and/or" and insert the name(s) and address(es) of the proxy/proxies desired in
the space provided. In the event that two or more persons (other than the
chairman of the H Shareholders' Class Meeting) are named as proxies and the
words "the chairman of the meeting and/or" are not deleted, those words and
references shall be deemed to have been deleted.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK
IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN
THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM
VOTING, TICK THE APPROPRIATE BOX MARKED "ABSTAIN". Failure to complete the
boxes will entitle your voting proxy to cast his vote at his discretion. A
member is entitled to one vote for every fully-paid share held and a member
entitled to more than one vote need not use all his votes in the same way. A
tick in the relevant box indicates that the votes attached to all the shares
stated above as held by you will be cast accordingly. The total number of
shares referred to in the two boxes for the same resolution cannot exceed the
number of Shares stated above as held by you. The shares abstained will be
counted in the calculation of the required majority.
6. This form of proxy must be signed by you or your attorney
duly authorised in writing, or in the case of a corporation, must be either
under seal or under the hand of a director or attorney duly authorised. If
this form of proxy is signed by your attorney, the power of attorney or other
document of authorisation must be notarised.
7. In order to be valid, this form of proxy, together with
the notarised copy of the power of attorney or other document of authorisation
(if any) under which it is signed, for holders of H Shares, must be delivered
to the Company's H Share registrar, Computershare Hong Kong Investor Services
Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong
Kong, not less than 24 hours prior to the time appointed for holding the H
Shareholders' Class Meeting (or any adjournment thereof).
8. Completion and delivery of a form of proxy will not
preclude you from attending and/or voting at the H Shareholders' Class Meeting
(or any adjournment thereof) if you so wish.
9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE
INITIALED BY THE PERSON(S) WHO SIGN(S) IT.
10. To attend and represent the shareholder(s) at the H
Shareholders' Class Meeting, the proxy so appointed must produce beforehand
his identification document and any power of attorney duly signed by his
appointor(s) or the legal representative(s) of his appointor(s). The power of
attorney must state the date of issuance.
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