REG - SDIC Power Holdings - Notice of the 2025 fourth EGM
28/07/2025 13:00
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RNS Number : 7866S SDIC Power Holdings Co., LTD 28 July 2025
SDIC Power Holdings CO., LTD.
(GDR under the symbol: "SDIC")
NOTICE OF THE 2025 FOURTH EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2025 Fourth Extraordinary General Meeting of
SDIC Power Holdings CO., LTD. will be held at Room 207, No.147 Xizhimen
Nanxiao Street, Xicheng District, Beijing, the PRC, on Wednesday, 13 August
2025 at 14:00 p.m., for the purpose of considering, and if thought fit,
passing the following resolution.
SPECIAL RESOLUTION
1. To consider and approve the Proposal on Amending the Articles of
Association
2. To consider and approve the Proposal on Amending the Rules of Procedure
of the General Meeting of Shareholders
3. To consider and approve the Proposal on Amending the Rules of
Procedures of the Board of Directors
The Board of Directors of SDIC Power Holdings CO., LTD.
July 28, 2025
The resolutions hereunder contain the English translation of the Chinese
version of "Meeting materials for the 2025 Fourth Extraordinary General
Meeting" as published on the website of the Shanghai Stock Exchange, and are
provided for your reference only. In case of discrepancy between the Chinese
version and the English version, the Chinese version shall prevail.
Proposal I
SDIC Power Holdings Co., Ltd.
Proposal on Amending the Articles of Association
Dear shareholders and shareholders' representatives,
SDIC Power Holdings Co., Ltd. (hereinafter referred to as "SDIC Power" or "the
Company"), based on its actual business operations, intends to amend its
Articles of Association and make industrial and commercial registration of
changes in accordance with regulations such as the Guidance for Articles of
Association of Listed Companies (Revised in 2025) and the Code of Corporate
Governance for Listed Companies (Revised in 2025) promulgated by CSRC, as well
as the Rules Governing the Listing of Stocks on Shanghai Stock Exchange
(Revised in April 2025) issued by the Shanghai Stock Exchange, with details as
follows:
I. Content of Amendments to the Articles of Association of SDIC Power
1. Make amendments in accordance with the new Company Law and the
Guidance for Articles of Association of Listed Companies (Revised in 2025)
Main amendments are as follows:
(1) In accordance with the requirements of the Company Law and the
Guidance for Articles of Association of Listed Companies, delete "Chapter VII
Supervisory Committee" and the relevant content related to the Supervisory
Committee and supervisors in other chapters, abolish the Supervisory
Committee, and have the Audit Committee of the Board of Directors take over
the supervision function of the Supervisory Committee subsequently. And change
the relevant expressions of "general meeting of shareholders (股东大会)"
in the Articles of Association to "shareholders' meeting (股东会)".
(2) In accordance with the requirements of the Guidance for Articles
of Association of Listed Companies, make adaptive revisions to the Articles of
Association. This mainly includes adding a section on "Controlling
shareholders and actual controllers" in Chapter IV "Shareholders and
Shareholders' Meeting", and adding sections on "Independent directors" and
"Special Committees of the Board of Directors" in Chapter V "Directors and the
Board of Directors".
(3) Improve the corporate governance operation mechanism, including
adjusting the shareholding ratio of shareholders with the right to submit
temporary proposals and optimizing the procedures of shareholders' meeting.
At the same time, the entire text has been compared and checked against the
Guidance for Articles of Association of Listed Companies (Revised in 2025),
and content with inconsistent semantics has been revised.
2. Make adaptive adjustments in accordance with regulations such as
the Code of Corporate Governance for Listed Companies and the Stock Listing
Rules.
(1) The main responsibilities of each professional committee have been
clarified in accordance with the Code of Corporate Governance for Listed
Companies.
(2) The circumstances under which the Company's financial support
shall be submitted to the shareholders' meeting for deliberation have been
clarified in accordance with the Stock Listing Rules.
(3) In accordance with the Stock Listing Rules, the relevant
descriptions of the duties of diligence and loyalty of directors have been
standardized and supplemented, and the compensation liabilities of directors
and senior executives in the execution of their duties have been regulated.
Meanwhile, some expressions have been standardized with reference to the Stock
Listing Rules.
II. Clauses Amended in the Articles of Association
It is proposed to amend the following clauses in the Articles of Association
of SDIC Power (see the table below):
Existing provisions Amended provisions
(The amended or added contents are
indicted by underline and bold)
General meeting of shareholders Shareholders' meeting (All matters related to the general meeting of
shareholders in the Articles of Association shall be uniformly adjusted to the
shareholders' meeting).
Supervisors, Supervisory Committee With reference to the guidelines on the articles of association of the China
Securities Regulatory Commission, delete all provisions related to the
Supervisory Committee and supervisors, with the Audit Committee assuming the
responsibilities of the Supervisory Committee. A detailed comparison will no
longer be provided.
More than half Majority
1.1 To protect the lawful rights and interests of the Company, its 1.1 To protect the lawful rights and interests of the Company, its
shareholders, and creditors and regulate the organization and actions of the shareholders, employees, and creditors and regulate the organization and
Company, these Articles of Association ("these Articles") are formulated actions of the Company, these Articles of Association ("these Articles") are
according to the Company Law of the People's Republic of China (hereinafter formulated according to the Company Law of the People's Republic of China
referred to as the Company Law), the Securities Law of the People's Republic (hereinafter referred to as the Company Law), the Securities Law of the
of China (hereinafter referred to as the Securities Law), the Trial People's Republic of China (hereinafter referred to as the Securities Law),
Administrative Measures of Overseas Securities Offering and Listing by the Trial Administrative Measures of Overseas Securities Offering and Listing
Domestic Companies (hereinafter referred to as the Trial Administrative by Domestic Companies (hereinafter referred to as the Trial Administrative
Measures), the Guidelines No. 1 of Shanghai Stock Exchange for Self-regulation Measures), the Guidelines No. 1 of Shanghai Stock Exchange for Self-regulation
of Listed Companies - Standardized Operation (hereinafter referred to as of Listed Companies - Standardized Operation (hereinafter referred to as
Standardized Operation), the Constitution of the Communist Party of China Standardized Operation), the Constitution of the Communist Party of China
(hereinafter referred to as the Constitution of the CPC), and other related (hereinafter referred to as the Constitution of the CPC), and other related
regulations. regulations.
1.8 The chairman is the legal representative of the Company. 1.8 The director who represents the Company in handling the Company's affairs
is the legal representative of the Company. The chairman of the Company
represents the Company in conducting corporate affairs. If the chairman
resigns, it shall be deemed that he/she also resigns as the legal
representative simultaneously. If the legal representative resigns, the
Company shall appoint a new legal representative within thirty (30) days from
the date of the legal representative's resignation.
Newly added. Original Articles 1.9 through 1.12 shall be renumbered as 1.9 The legal consequences of civil activities performed by the legal
Articles 1.12 through 1.15 accordingly. representative in the name of the Company shall be borne by the Company.
1.10 Restrictions on the functions and powers of the legal representative by
these Articles or the shareholders' meeting shall not be invoked against a
bona fide counterparty.
1.11 If the legal representative causes damage to others as a result of
performing his/her duties, the Company shall be held civilly liable. After the
Company has assumed civil liability, it may, in accordance with the provisions
of the law or these Articles, recover the compensation from the legal
representative who is at fault.
1.9 All assets of the Company are divided into shares, each having the same 1.12 Each shareholder shall be liable for the Company to the extent of the
value, each shareholder shall be liable for the Company to the extent of the shares it has subscribed for, and the Company shall be liable for its debts
shares it has subscribed for, and the Company shall be liable for its debts with all its assets.
with all its assets.
1.10 These Articles shall come into effect upon being deliberated and adopted 1.13 These Articles shall come into effect upon being deliberated and adopted
by the Company's general meeting of shareholders and on the date when the by the Company's shareholders' meeting and on the date when the Global
Global Depositary Receipts (GDRs) issued by the Company are listed on the Depositary Receipts (GDRs) issued by the Company are listed on the London
London Stock Exchange. From the date when these Articles come into effect, the Stock Exchange. From the date when these Articles come into effect, the
original Articles of Association of the Company will automatically become original Articles of Association of the Company will automatically become
invalid. invalid.
Since the date of coming into effect, these Articles of Association shall have Since the date of coming into effect, these Articles shall have become a
become a legally binding document to standardize the organization and legally binding document to standardize the organization and behaviors of the
behaviors of the Company, as well as the rights and obligations between the Company, as well as the rights and obligations between the Company and its
Company and its shareholders and between shareholders themselves. shareholders and between shareholders themselves.
These Articles shall have legal binding force on the Company, shareholders, These Articles shall have legal binding force on the Company, shareholders,
directors, supervisors and senior executives. The aforesaid persons may all directors, and senior executives. The aforesaid persons may all put forward
put forward claims regarding rights related to the Company's affairs in claims regarding rights related to the Company's affairs in accordance with
accordance with these Articles. these Articles.
Shareholders may sue the Company in accordance with these Articles; the According to these Articles, shareholders may sue other shareholders,
Company may sue shareholders in accordance with these Articles; shareholders shareholders may sue the Company's directors and senior executives,
may sue the Company's directors, supervisors, general managers and other shareholders may sue the Company, and the Company may sue shareholders,
senior executives in accordance with these Articles. directors and senior executives.
Sue referred to in the preceding clauses includes bringing a lawsuit to a Sue referred to in the preceding clauses includes bringing a lawsuit to a
court or filing an application for arbitration to an arbitration agency. court or filing an application for arbitration to an arbitration agency.
1.11 The term "other senior executives" as mentioned in these Articles refer 1.14 The term "senior executives" as mentioned in these Articles refers to the
to the Company's deputy general manager, secretary of the Board of Directors, Company's general manager, deputy general manager, secretary of the Board of
chief accountant (Head of Finance), and general counsel. Directors, chief accountant (Head of Finance), and general counsel.
1.12 The Company may invest in other limited liability companies and joint 1.15 The Company may invest in other limited liability companies and joint
stock limited companies, and shall bear liability for the invested companies stock limited companies, and shall bear liability for the invested companies
to the extent of its capital contributions. Unless otherwise provided by law, to the extent of its capital contributions. If the law stipulates that the
the Company shall not become a contributor jointly and severally liable for Company may not be a contributor jointly and severally liable for the debts of
the debts of the invested enterprise. the invested enterprise, it shall comply with the provisions thereof.
3.1.1 The Company shall always have ordinary shares at any time. According to 3.1.1 The Company shall always have ordinary shares at any time. According to
its needs and upon approval by the company examination and approval department its needs and upon approval by the company examination and approval department
authorized by the State Council, the Company may set up other types of shares. authorized by the State Council, the Company may set up other categories of
shares.
The shares of the Company shall be represented by stock certificates.
The shares of the Company shall be represented by stock certificates.
3.1.2 The issuance of shares by the Company shall follow the principles of 3.1.2 The issuance of shares by the Company shall follow the principles of
openness, fairness and justness, and the shares of the same class shall have openness, fairness and justness, and the shares of the same category shall
the same rights. For stocks of the same class issued in the same offering, the have the same rights. For stocks of the same category issued in the same
offering conditions and price per share shall be the same. Any entity or offering, the offering conditions and price per share shall be the same. The
individual subscribing for shares shall pay the same price per share. subscribers shall pay the same price per share for the shares they subscribe
for.
3.1.3 All stocks issued by the Company are stocks with a par value, which is 3.1.3 All par value shares issued by the Company are stocks with a par value,
denominated in Renminbi. which is denominated in Renminbi.
3.1.7 Upon its establishment, the Company issued 606,205 shares to the public 3.1.7 Upon its establishment, the Company issued 606,205 shares to the public
for the first time with the approval of the Hubei Branch of the People's Bank for the first time with the approval of the Hubei Branch of the People's Bank
of China. After the aforesaid issue, the Company has a total of 606,205 of China. After the completion of the aforesaid issuance, the total number of
shares, which are all RMB ordinary shares. shares of the company is 606,205 shares. The amount per share of the par value
shares is RMB 1, and all are RMB ordinary shares.
3.2.1 In light of the needs of its operation and development, and in 3.2.1 In light of the needs of its operation and development, and in
accordance with the provisions of laws, regulations and the Articles of accordance with the provisions of laws, regulations and these Articles, the
Association, the Company may increase its capital by adopting the following Company may increase its capital by adopting the following methods upon
methods upon separate resolutions made by the general meeting of shareholders: separate resolutions made by the shareholders' meeting:
(I) Public offering of shares; (I) Issuance of shares to nonspecific objects;
(II) Non-public offering of shares; (II) Issuance of shares to specific objects;
(III) Placement of shares to existing shareholders; (III) Placement of shares to existing shareholders;
(IV) Bonus issue of new shares to existing shareholders; (IV) Bonus issue of new shares to existing shareholders;
(V) Converting the capital reserve into share capital; (V) Converting the capital reserve into share capital;
(VI) If the Company issues convertible corporate bonds, during (VI) If the Company issues convertible corporate bonds, during
the conversion period, it may apply for the conversion of shares in accordance the conversion period, it may apply for the conversion of shares in accordance
with the then-effective conversion price within the trading hours of the with the then-effective conversion price within the trading hours of the
conversion period. During the existence period of the convertible bonds, the conversion period. During the existence period of the convertible bonds, the
Company shall annually register with the industrial and commercial department Company shall annually register with the industrial and commercial department
to change the amount of share capital increased due to the conversion of to change the amount of share capital increased due to the conversion of
convertible bonds. convertible bonds.
(VII) Other methods as stipulated by laws, administrative (VII) Other methods as stipulated by laws, administrative
regulations and approved by CSRC. regulations and specified CSRC.
When the Company increases its capital by issuing new shares, upon approval in When the Company increases its capital by issuing new shares, upon approval in
accordance with the provisions of these Articles, the relevant procedures accordance with the provisions of these Articles, the relevant procedures
shall be handled in accordance with the provisions of relevant national laws shall be handled in accordance with the provisions of relevant national laws
and administrative regulations. and administrative regulations.
3.2.3 When the Company reduces its registered capital, it must prepare a Deleted. Original Articles 3.2.4 through 3.2.7 shall be renumbered as Articles
balance sheet and an inventory of property. 3.2.3 through 3.2.6 accordingly.
The Company shall, within ten (10) days of the date on which it decides to
reduce its registered capital, notify its creditors and make a public
announcement about the proposed reduction in capital in a newspaper within 30
days of the date on which it decides to reduce its registered capital.
Creditors, within thirty (30) days of receiving of such notice or within
forty-five (45) days from the date of announcement if the notice has not been
received, shall have the right to require the Company to pay off its debts or
provide corresponding guarantee for debt repayment.
The registered capital of the Company after capital reduction shall not be
lower than the statutory minimum.
3.2.4 The Company shall not purchase its own shares except under any of the 3.2.3 The Company shall not purchase its own shares except under any of the
following circumstances: following circumstances:
(I) Decreasing the registered capital of the Company; (I) Decreasing the registered capital of the Company;
(II) The Company is merged with another company holding the (II) Merging with other companies holding shares of the
shares of the Company; Company;
(III) The shares are used for employee stock ownership plan or (III) Using shares for employee stock ownership plan or stock
stock ownership incentive; ownership incentive;
(IV) Any shareholder requires the Company to purchase his/her (IV) Any shareholder requires the Company to purchase his/her
shares due to objection against the resolution on merger or division of the shares due to objection against the resolution on merger or division of the
Company made at the general meeting of shareholders; Company made at the shareholders' meeting;
(V) The shares are used to convert corporate bonds that can be (V) The shares are used to convert corporate bonds that can be
converted into shares issued by the Company; converted into shares issued by the Company;
(VI) Such purchase is necessary for the Company to maintain (VI) Such purchase is necessary for the Company to maintain
corporate value and shareholders' equity; corporate value and shareholders' equity;
(VII) Other circumstances permitted by laws and administrative (VII) Other circumstances allowed by laws and administrative
regulations. regulations.
3.2.5 The Company can choose one of the following modes to purchase the shares 3.2.4 The Company can choose one of the following modes to purchase the shares
of the Company: of the Company:
(I) The Company repurchases its shares at (I) The Company repurchases its shares at
a stock exchange through open trading; a stock exchange through public centralized trading;
(II) Offer method; (II) Offer method;
(III) The Company repurchases its shares by (III) The Company repurchases its shares by
agreement outside the stock exchange; agreement outside the stock exchange;
(IV) Other methods approved by CSRC. (IV) Other methods recognized by laws,
administrative regulations, and CSRC.
Where the Company intends to purchase the shares therein for any reason as
mentioned in Items (III), (V) and (VI) of Article 3.2.4 of these Articles of Where the Company intends to purchase the shares therein for any reason as
Association, the same shall be conducted in a public centralized trading. mentioned in Items (III), (V) and (VI) of Article 3.2.3 of these Articles, the
same shall be conducted in a public centralized trading.
3.2.7 The Company's acquisition of its own shares for reasons as mentioned in 3.2.6 The Company's acquisition of its own shares for reasons as mentioned in
Items (I) and (II) of Article 3.2.4 of these Articles shall be decided by Items (I) and (II) of Article 3.2.3 of these Articles shall be decided by
resolution made at the general meeting of shareholders. The Company's resolution made at the shareholders' meeting. The Company's acquisition of its
acquisition of its own shares for reasons as mentioned in Items (III), (V) and own shares for reasons as mentioned in Items (III), (V) and (VI) of Article
(VI) of Article 3.2.4 of these Articles shall be subject to a resolution of 3.2.3 of these Articles shall be subject to the resolution of the Board of
the general meeting of shareholders or be authorized by the general meeting of Directors attended by more than two-thirds of the directors in accordance with
shareholders and a resolution of the board meeting attended by more than these Articles or the authorization of the shareholders' meeting.
two-thirds of the directors.
Where the Company repurchases its own shares and the situation falls under
Where the Company repurchases its own shares and the situation falls under Item (I) of Article 3.2.3 of these Articles, such shares shall be cancelled
Item (I) of Article 3.2.4 of these Articles, such shares shall be cancelled within ten (10) days as of the date of purchase. Where the situation falls
within ten (10) days as of the date of purchase. Where the situation falls under Item (II) or Item (IV) of Article 3.2.3 of these Articles, such shares
under Item(II) or Item (IV) of Article 3.2.4 of these Articles, such shares shall be transferred or cancelled within six months. Where the situation falls
shall be transferred or cancelled within six months. Where the situation falls under Item (III), Item (V) or Item (VI) of Article 3.2.3 of these Articles,
under Item (III), Item (V) or Item (VI) of Article 3.2.4 of these Articles, the total number of shares of the Company held by the Company itself shall not
the total number of shares of the Company held by the Company itself shall not exceed ten percent of the total number of the Company's issued shares, and
exceed ten percent of the total number of the Company's issued shares, and such shares shall be transferred or cancelled within three years.
such shares shall be transferred or cancelled within three years.
The shares purchased and written off by the Company shall be applied for
The shares purchased and written off by the Company shall be applied for registered capital change registration with the original company registration
registered capital change registration with the original company registration authority according to law. The total par value of the cancelled shares shall
authority according to law. The total par value of the cancelled shares shall be deducted from the registered capital of the Company.
be deducted from the registered capital of the Company.
3.3.1 Unless otherwise provided by laws and administrative regulations, the 3.3.1 Unless otherwise provided by laws and administrative regulations, the
shares of the Company can be freely transferred without any lien. shares of the Company shall be freely transferable in accordance with the law
without any lien.
3.3.2 The Company does not accept its own shares as the subject of a pledge 3.3.2 The Company does not accept its own shares as the subject of a pledge.
right.
3.3.3 The shares of the Company held by the promoters may not be transferred 3.3.3 The shares issued by the Company before the public offering of shares
within one year from the date of incorporation of the Company. The shares must not be transferred within a year from the date of listing and trading of
issued by the Company before the public offering of shares must not be the shares thereof on the stock exchange. The directors and senior executives
transferred within a year from the date of listing and trading of the shares of the Company shall report to the Company the shares held thereby and the
thereof on the stock exchange. The director, supervisor, or senior executives changes thereof. During the term of office determined at the time of taking
of the Company shall declare to the Company the number of shares in the office, the shares of the Company transferred thereby each year must not
Company held by him/her and any change thereof, and may not transfer more than exceed 25% of the total shares of the Company of the same category held by
25% of the shares in the Company held by him/her each year during his/her term aforesaid persons. The shares of the Company held by the aforesaid persons
of office. The shares held by him/her may not be transferred within one year must not be transferred within one year as of the date when the shares of the
of the date of listing of the Company's shares. Any of the aforesaid persons Company are listed and traded in the stock exchange. Any of the aforesaid
shall not transfer the shares in the Company he/she holds within half a year persons shall not transfer the shares in the Company he/she holds within half
after he/she is removed from his/her post. a year after he/she is removed from his/her post.
3.3.4 Where the directors, supervisors, senior executives of the Company or 3.3.4 Where the directors, senior executives of the Company or shareholders
shareholders who hold more than 5% of the Company's shares sell the Company's who hold more than 5% of the Company's shares sell the Company's stocks or
stocks or other securities with equity nature within six months after other securities with equity nature within six months after purchase, or
purchase, or repurchase them within six months after sale, the proceeds repurchase them within six months after sale, the proceeds therefrom shall
therefrom shall belong to the Company, and the Board of Directors of the belong to the Company, and the Board of Directors of the Company shall recover
Company shall recover such proceeds. However, exceptions shall be applied to such proceeds. However, exceptions shall be applied to the circumstance where
the circumstance where the securities company holds more than 5% of the shares the securities company holds more than 5% of the shares due to the exclusive
due to the exclusive sale of the remaining stocks purchased after the sale, sale of the remaining stocks purchased after the sale, and other circumstances
and other circumstances stipulated by CSRC. stipulated by CSRC.
Shares or other securities of equity nature held by a director, supervisor, Shares or other securities of equity nature held by a director, senior
senior executive, or a natural person shareholder referred to in the preceding executive, or a natural person shareholder referred to in the preceding
paragraph shall include shares or other securities of equity nature held by paragraph shall include shares or other securities of equity nature held by
his/her spouse, parents, or children and by making use of others' accounts. his/her spouse, parents, or children and by making use of others' accounts.
Where the Board of Directors of the Company fails to act in accordance with Where the Board of Directors of the Company fails to act in accordance with
the provisions of the first paragraph of this article, shareholders shall have the provisions of the first paragraph of this article, shareholders shall have
the right to request the Board of Directors to act within thirty (30) days. If the right to request the Board of Directors to act within thirty (30) days. If
the Board of Directors of the Company fails to perform the duties within the the Board of Directors of the Company fails to perform the duties within the
aforesaid period, the shareholders shall have the right to file a lawsuit with aforesaid period, the shareholders shall have the right to file a lawsuit with
a People's Court directly in their name for the interests of the Company. a People's Court directly in their name for the interests of the Company.
Where the Board of Directors of the Company fails to act in accordance with Where the Board of Directors of the Company fails to act in accordance with
the provisions of the first paragraph of this article, the responsible the provisions of the first paragraph of this article, the responsible
directors shall bear joint and several liabilities according to law. directors shall bear joint and several liabilities according to law.
3.4.1 The Company or its subsidiaries (including the Company's affiliated 3.4.1 The Company or its subsidiaries (including the Company's affiliated
enterprises) shall not provide any financial support in any forms to persons enterprises) shall not at any time and in any way provide any financial
who have purchased or intend to purchase the Company's shares. The support for others to purchase or intend to purchase the shares of the Company
aforementioned persons who have purchased the Company's shares include those or its parent company. The aforementioned persons who have purchased the
who undertake direct or indirect obligations for the purchase of the Company's Company's shares include those who undertake direct or indirect obligations
shares. for the purchase of the Company's shares.
The Company or its subsidiaries shall not at any time provide the financial The Company or its subsidiaries shall not at any time provide the financial
support for the aforesaid obligor at any time and in any way to reduce or support for the aforesaid obligor at any time and in any way to reduce or
relieve his obligations. relieve his obligations.
The provision of this article shall not apply to the circumstances described The provision of this article shall not apply to the circumstances described
in Article 3.4.3 of these Articles. in Article 3.4.3 of these Articles.
3.4.2 The financial support referred to in these Articles shall include (but 3.4.2 The financial support referred to in these Articles shall include (but
not limited to) the following: not limited to) the following:
(I) Gifting; (I) Donation;
(II) Guarantee (including the liability of the guarantor or (II) Guarantee (including the liability of the guarantor or
the provision of property to ensure the obligation of the obligor), the provision of property to ensure the obligation of the obligor),
compensation (but not including compensation arising from the fault of the compensation (but not including compensation arising from the fault of the
Company), cancellation or waiver of rights; Company), cancellation or waiver of rights;
(III) Credit arrangement or conclusion of a contract in which (III) Credit arrangement or conclusion of a contract in which
the Company performs its liabilities before other parties, as well as change the Company performs its liabilities before other parties, as well as change
of credit and contract parties, and transfer of rights in the contract, etc.; of credit and contract parties, and transfer of rights in the contract, etc.;
and and
(IV) Financial support provided in any forms under such (IV) Financial support provided in any forms under such
circumstances that the Company is unable to repay debts, has no net assets or circumstances that the Company is unable to repay debts, has no net assets or
will cause a substantial reduction in its net assets. will cause a substantial reduction in its net assets.
The liability described in this chapter shall include that made by the obligor The liability described in this chapter shall include that made by the obligor
through the conclusion of a contract or arrangement (regardless of whether the through the conclusion of a contract or arrangement (regardless of whether the
contract or arrangement is enforceable, or is borne by the individual or contract or arrangement is enforceable, or is borne by the individual or
jointly with any other person), or changes the financial conditions in any jointly with any other person), or changes the financial conditions in any
forms. forms.
3.4.3 The following acts shall not be deemed as prohibited by Article 3.4.1 of 3.4.3 The following acts shall not be deemed as prohibited by Article 3.4.1 of
this chapter: this chapter:
(I) The financial support provided by the Company is (I) The financial support provided by the Company is
honestly for the benefit of the Company, and its main purpose is not to honestly for the benefit of the Company, and its main purpose is not to
purchase the Company's shares, or it is part of a general plan of the Company; purchase the Company's shares, or it is part of a general plan of the Company;
(II) The Company distributes its property as dividends in (II) The Company distributes its property as dividends in
accordance with the law; accordance with the law;
(III) The dividends are distributed in the form of shares; (III) The dividends are distributed in the form of shares;
(IV) Reduction of registered capital, purchase of shares, (IV) Reduction of registered capital, purchase of shares,
adjustment of equity structure, etc. are conducted in accordance with these adjustment of equity structure, etc. are conducted in accordance with these
Articles; Articles;
(V) The Company provides loans for its normal business (V) The Company provides loans for its normal business
activities within the business scope (but the loans shall not result in activities within the business scope (but the loans shall not result in
decreasing its net assets, or even so, the financial support shall be paid out decreasing its net assets, or even so, the financial support shall be paid out
of the distributable profits of the Company); and of the distributable profits of the Company); and
(VI) The Company provides funds for the employee stock ownership (VI) The Company provides funds for the employee stock ownership
plan (but shall not result in decreasing its net assets, or even so, the plan.
financial support shall be paid out of the distributable profits of the
Company; Under the circumstances expressly prohibited by laws and regulations, (VII) For the benefit of the Company, upon a resolution of the
no funds shall be provided for the employee stock ownership plan). shareholders' meeting or a resolution made by the Board of Directors in
accordance with these Articles or the authorization of the shareholders'
meeting, the Company may provide financial support for others to acquire the
shares of the Company or its parent company, and the cumulative total amount
of such financial support shall not exceed ten percent of the total amount of
the issued share capital. The resolution made by the Board of Directors shall
be approved by more than two-thirds of all directors.
If the Company or its subsidiaries (including the affiliated enterprises of
the Company) conduct the acts mentioned in this article, they shall comply
with the provisions of laws, administrative regulations, the China Securities
Regulatory Commission and stock exchanges.
3.5.1 The Company's shares shall be registered. 3.5.1 The Company's shares shall be registered.
The stocks of the Company shall specify the following items: If the Company's stocks are in paper form, the following main items shall be
stated thereon:
(I) Name of the Company;
(I) Name of the Company;
(II) Date of incorporation of the Company;
(II) The date of the Company's establishment or the time of
(III) Type of shares, face amount and number of shares stock issuance;
represented;
(III) Types of stocks, face amount and number of shares
(IV) Number of shares; and represented;
(V) Other items required by the Company Law and other laws and (IV) Number of shares; and
regulations, as well as the stock exchange where the Company's shares are
listed. (V) Other items required by the Company Law and other laws and
regulations, as well as the stock exchange where the Company's shares are
listed.
3.5.2 Stocks shall be signed by the chairman. Where the stock exchange where 3.5.1 Stocks shall be signed by the legal representative. Where the stock
the Company's shares are listed requires other senior executives of the exchange where the Company's shares are listed requires other senior
Company to sign the shares, they shall also be signed by other relevant senior executives of the Company to sign the shares, they shall also be signed by
executives. Shares become effective when they are affixed with the Company's other relevant senior executives. Shares become effective when they are
seal or affixed with the seal in printed form. The signature of the chairman affixed with the Company's seal or affixed with the seal in printed form. The
or other relevant senior executives of the Company to the stocks may be signature of the legal representative or other relevant senior executives of
printed. the Company to the stocks may be printed.
Under paperless issuance and trading, the Company's shares applicable to the Under paperless issuance and trading, the Company's shares applicable to the
securities regulatory body and the stock exchange where the Company's shares securities regulatory body and the stock exchange where the Company's shares
are listed shall be otherwise specified. are listed shall be otherwise specified.
3.5.3 The Company shall establish a register of shareholders to register the 3.5.3 The Company shall prepare the register of shareholders and keep it in
following items: the Company, recording the following items:
(I) Name, address (domicile), occupation or nature of each (I) Name, address (domicile), occupation or nature of each
shareholder; shareholder;
(II) Type of shares held by each shareholder and number (II) Type and number of shares subscribed by each shareholder;
thereof;
(III) Amount paid or payable for the shares held by each
(III) Amount paid or payable for the shares held by each shareholder;
shareholder;
(IV) Date when each shareholder obtains the shares;
(IV) Date on which each shareholder is registered as a
shareholder; and (V) Date on which each shareholder ceases to be a shareholder;
(V) Date on which each shareholder ceases to be a shareholder. (VI) Share number, if the shares are issued in paper form;
The register of shareholders is sufficient evidence to prove that shareholders The Company shall establish a register of shareholders based on the
hold shares of the Company; however, this shall not apply if there is contrary certificates provided by the securities registration and settlement
evidence. organization. The register of shareholders is sufficient evidence to prove
that shareholders hold shares of the Company; however, this shall not apply if
there is contrary evidence.
3.5.7 Within thirty (30) days before the general meeting of shareholders, or 3.5.7 Within thirty (30) days before the shareholders' meeting, or within five
within 5 days prior to the benchmark date decided by the Company for the (5) days prior to the benchmark date decided by the Company for the
distribution of dividends, no modification registration may be made to the distribution of dividends, no modification registration may be made to the
register of shareholders due to the transfer of the shares. Where the register of shareholders due to the transfer of the shares. Where otherwise
securities regulatory body where the Company's shares are listed has other provided by laws, administrative regulations or the securities regulatory body
provisions, such provisions shall prevail. where the Company's shares are listed has other provisions, such provisions
shall prevail.
Chapter V Shareholders and General Meeting of Shareholders Chapter IV Shareholders and Shareholders' Meeting
Section 1 Shareholders Section I General Provisions on Shareholders
4.1.1 The shareholders of the Company are persons who hold its shares 4.1.1 The shareholders of the Company are persons who hold its shares
according to the law, with the names registered on the register of according to the law, with the names registered on the register of
shareholders. shareholders.
The shareholders shall enjoy rights and assume obligations as per the type and The shareholders shall enjoy rights and assume obligations as per the category
number of shares held by them. Shareholders holding the same type of shares and number of shares held by them. Shareholders holding the same category of
shall enjoy the same rights and assume the same obligations. shares shall enjoy the same rights and assume the same obligations.
4.1.3 The shareholders of the Company shall enjoy the following rights: 4.1.3 The shareholders of the Company shall enjoy the following rights:
(I) Receive dividends and benefit distribution in other (I) Receive dividends and benefit distribution in other
forms to the extent of the shares held thereby; forms to the extent of the shares held thereby;
(II) Request, convene, preside over, participate in, or send a (II) Request, hold, convene, preside over, participate in, or
proxy to attend the general meeting of shareholders according to the laws and send a proxy to attend the shareholders' meeting according to the laws, and
exercise corresponding voting rights; exercise corresponding voting rights;
(III) Supervise the Company's business operations, propose (III) Supervise the Company's business operations, propose
suggestions, or raise questions; suggestions, or raise questions;
(IV) Transfer, donate, or pledge the shares held by them in (IV) Transfer, donate, or pledge the shares held by them in
accordance with laws, administrative regulations, and these Articles; accordance with laws, administrative regulations, and these Articles;
(V) Review these Articles, the register of shareholders, stubs (V) Consult and copy the Articles of Association, the register
of corporate bonds, minutes of the general meeting of shareholders, of shareholders, the minutes of shareholders' meetings, the resolutions of the
resolutions of the board meeting, meeting resolutions of the Supervisory board meeting and the financial and accounting reports. Shareholders who meet
Committee, and financial accounting reports; the requirements of the Paragraph 2 of Article 4.1.5 of these Articles may
consult the Company's accounting books and accounting vouchers.
(VI) Participate in the distribution of the remaining property
of the Company in accordance with the shares held by them in case of (VI) Participate in the distribution of the remaining property
termination or liquidation of the Company; of the Company in accordance with the shares held by them in case of
termination or liquidation of the Company;
(VII) Require the Company to purchase the shares held by them if
they raise any objection to any resolution of the general meeting of (VII) Require the Company to purchase the shares held thereby if
shareholders on merger or division of the Company; raising any objection to any resolution of the shareholders' meeting on merger
or division of the Company;
(VIII) Other rights specified by laws, administrative regulations,
departmental regulations or these Articles. (VIII) Other rights specified by laws, administrative regulations,
departmental regulations or these Articles.
4.1.4 When a shareholder requires access to or asks for relevant information 4.1.4 Where shareholders request to consult and copy relevant materials of the
described in the preceding article, he/she shall provide the Company with a Company, they shall comply with the provisions of laws and administrative
written document certifying the class and number of the shares of the Company regulations such as the Company Law and the Securities Law.
he/she holds, and the Company shall provide the required or asked information
after confirming his/her identity.
Newly added. The original Article 4.1.5 is changed to Article 4.1.6. 4.1.5 When exercising the rights under Item (V) of Article 4.1.3 to request
access to and copy relevant materials of the Company, a shareholder shall
provide the Company with written documents certifying their identity, the type
of shares they hold in the Company, and the quantity of such shares. After
verifying the shareholder's identity, the Company shall provide the requested
materials in accordance with the shareholder's request.
Shareholders who have individually or jointly held not less than three percent
of the Company's shares for a continuous period of not less than one hundred
and eighty (180) days and request to consult the Company's accounting books
and accounting vouchers shall, in addition to submitting the materials as
required in the preceding paragraph, submit a written request to the Company
stating their purpose. If the Company has reasonable grounds to believe that a
shareholder's request to consult the accounting books or accounting vouchers
is for an improper purpose and may prejudice the legitimate interests of the
Company, the Company may refuse to provide access and shall, within fifteen
(15) days from the date the shareholder submits the written request, reply in
writing to the shareholder stating the reasons therefor. If the Company
refuses to provide access, the shareholder may file a lawsuit with the
people's court.
Shareholders may entrust intermediary institutions such as accounting firms
and law firms to consult the materials specified in the preceding paragraph.
When shareholders and the intermediary institutions such as accounting firms
and law firms entrusted by them consult and copy relevant materials, they
shall comply with the provisions of laws and administrative regulations
regarding the protection of state secrets, trade secrets, personal privacy and
personal information.
The provisions of this article shall apply to shareholders' requests to
consult or copy relevant materials of the Company's wholly-owned subsidiaries.
4.1.5 If a resolution made by the general meeting of shareholders or the Board 4.1.6 If a resolution made by the shareholders' meeting or the Board of
of Directors of the Company contravenes any laws or administrative Directors of the Company contravenes any laws or administrative regulations,
regulations, the shareholders may request the people's court to declare such the shareholders may request the people's court to declare such resolution to
resolution to be invalid. If the procedures for convening, or the methods of be invalid. If the procedures for convening, or the methods of voting at, the
voting at, the general meetings of shareholders or meetings of the Board of shareholders' meeting or meetings of the Board of Directors violate the laws,
Directors violate the laws, administrative regulations or these Articles, or administrative regulations or these Articles, or the content of a resolution
the content of a resolution violates these Articles, shareholders shall be violate these Articles, shareholders shall be entitled to initiate proceeding
entitled to initiate proceeding to the people's court to rescind such to the People's Court to rescind such resolutions within sixty (60) days from
resolutions within sixty (60) days from the date on which such resolution is the date on which such resolution is adopted, except for the conditions where
adopted. the convening procedures or voting methods of the shareholders' meeting or the
board meeting have only minor flaws and do not pose a substantial impact on
the resolution.
If the Board of Directors, shareholders and other relevant parties have
disputes over the validity of the resolutions of the shareholders' meeting,
they shall promptly file a lawsuit with the people's court. Before the
people's court makes a judgment or ruling such as revoking the resolution, the
relevant parties shall implement the resolution of the shareholders' meeting.
The Company, directors and senior executives shall earnestly perform their
duties to ensure the normal operation of the Company.
Where the people's court makes a judgment or ruling on relevant matters, the
Company shall fulfill its information disclosure obligations in accordance
with the provisions of laws, administrative regulations, CSRC and the stock
exchange, fully explain the impacts, and actively cooperate with the
implementation after the judgment or ruling comes into effect. In case of
matters involving the correction of previous items, they will be dealt with in
a timely manner and the corresponding information disclosure obligations will
be fulfilled.
Newly added. The original Article 4.1.6 is changed to Article 4.1.8. 4.1.7 The resolutions of the shareholders' meeting or the Board of Directors
of the Company shall not come into effect under any of the following
circumstances:
(I) Resolutions are made without convening a shareholders' meeting or a
board meeting;
(II) The shareholders' meeting or the board meeting fails to vote on the
matters to be resolved;
(III) The number of attendees or the number of voting rights held
fails to reach the number or the number of voting rights stipulated in the
Company Law or these Articles of the Company;
(IV) The number of people agreeing to the matters of the
resolution or the number of voting rights held fails to reach the number or
the number of voting rights stipulated in the Company Law or these Articles of
the Company.
4.1.6 Where the Company incurs losses as a result of directors' and senior 4.1.8 Where the Company incurs losses as a result of violation of the laws,
executives' violation of the laws, administrative regulations or provisions of administrative regulations or provisions of these Articles by directors and
these Articles during performing their duties with the Company, the senior executives other than members of the Audit Committee during performing
shareholders individually or jointly holding 1% or more of the Company's their duties with the Company, the shareholders individually or jointly
shares for more than one hundred and eighty (180) consecutive days shall be holding 1% or more of the Company's shares for more than one hundred and
entitled to request in writing the Supervisory Committee to bring a lawsuit in eighty (180) consecutive days shall be entitled to request in writing the
the people's court. Where the Company incurs losses as a result of the Audit Committee to bring a lawsuit in the people's court. Where the Company
Supervisory Committee' violation of the laws, administrative regulations or incurs losses as a result of the Audit Committee members' violation of the
provisions hereof during performing its duties with the Company, the laws, administrative regulations or provisions hereof during performing its
above-mentioned shareholders shall be entitled to request in writing to the duties with the Company, the above-mentioned shareholders shall be entitled to
Board of Directors to bring a lawsuit in the people's court. request in writing to the Board of Directors to bring a lawsuit in the
people's court.
In the event that the Supervisory Committee or the Board of Directors refuses
to initiate proceedings after receiving the written request of shareholders In the event that the Audit Committee or the Board of Directors refuses to
stated in the foregoing paragraph, or fails to initiate such proceedings initiate proceedings after receiving the written request of shareholders
within thirty (30) days from the date on which such request is received, or in stated in the foregoing paragraph, or fails to initiate such proceedings
case of emergency where failure to initiate such proceedings immediately will within thirty (30) days from the date on which such request is received, or in
result in irreparable damage to the Company's interests, shareholders case of emergency where failure to initiate such proceedings immediately will
described in the preceding paragraph shall have the right to initiate result in irreparable damage to the Company's interests, shareholders
proceedings in the people's court directly in their own names in the interest described in the preceding paragraph shall have the right to initiate
of the Company. proceedings in the people's court directly in their own names in the interest
of the Company.
If others infringe the legitimate rights of the Company and cause any damage
to the Company, any shareholder described in the first paragraph of this If others infringe the legitimate rights of the Company and cause any damage
article can bring an accusation to the people's court in accordance with the to the Company, any shareholder described in the first paragraph of this
provisions of the preceding two paragraphs. article can bring an accusation to the people's court in accordance with the
provisions of the preceding two paragraphs.
Where the directors, supervisors or senior executives of a wholly-owned
subsidiary of the Company, in performing their duties, violate the provisions
of laws, administrative regulations or these Articles and cause losses to the
Company, or where losses are caused due to the infringement upon the
legitimate rights and interests of the wholly-owned subsidiary by others,
shareholders who have individually or jointly held not less than 1% of the
Company's shares for a continuous period of not less than one hundred and
eighty (180) days may, in accordance with the provisions of the first three
paragraphs of Article 189 of the Company Law, request in writing the
Supervisory Committee or the Board of Directors of the wholly-owned subsidiary
to file a lawsuit with the people's court or directly file a lawsuit with the
people's court in their own names.
If the wholly-owned subsidiary of the Company does not have a Supervisory
Committee or supervisors but has an Audit Committee, the provisions of
Paragraph 1 and Paragraph 2 of this article shall apply.
4.1.8 The shareholders of the Company shall undertake the following 4.1.10 The shareholders of the Company shall undertake the following
obligations: obligations:
(I) Comply with laws, administrative regulations and these (I) Comply with laws, administrative regulations and these
Articles; Articles;
(II) Make payment for the shares subscribed according to the (II) Make payment for the shares subscribed according to the
specified contribution method; specified contribution method;
(III) Withdraw no shares unless otherwise provided by laws and (III) Except in the circumstances stipulated by laws and
regulations; regulations, its share capital shall not be withdrawn;
(IV) Not to misuse the shareholder's rights to prejudice the (IV) Not to misuse the shareholder's rights to prejudice the
interests of the Company or other shareholders, or abuse the independent interests of the Company or other shareholders, or abuse the independent
status as a corporate juridical person or the limited liabilities of a status as a corporate juridical person or the limited liabilities of a
shareholder to prejudice the interests of creditors of the Company; shareholder to prejudice the interests of creditors of the Company;
If abusing the shareholder's rights and causing losses to the Company or other If abusing the shareholder's rights and causing losses to the Company or other
shareholders, the shareholder of the Company shall be liable for compensation shareholders, the shareholder of the Company shall be liable for compensation
according to law. according to law.
Where abusing the independent status as a corporate juridical person and the Where abusing the independent status as a corporate juridical person and the
limited liabilities of a shareholder to evade debts and thus seriously limited liabilities of a shareholder to evade debts and thus seriously
prejudicing the interests of the creditors of the Company, the shareholder of prejudicing the interests of the creditors of the Company, the shareholder of
the Company shall assume joint liabilities for the debts of the Company. the Company shall assume joint liabilities for the debts of the Company.
(V) Fulfill other obligations as stipulated by laws, (V) Fulfill other obligations as stipulated by laws,
administrative regulations and these Articles. administrative regulations and these Articles.
Except the conditions agreed upon by the subscriber of the shares during Except the conditions agreed upon by the subscriber of the shares during
subscribing, the shareholders may not be liable for any additional share subscribing, the shareholders may not be liable for any additional share
capital. capital.
Newly added. The original Sections II to VI shall be renumbered as Sections Section II Controlling Shareholder and Actual Controller
III to VII successively.
4.1.11 The controlling shareholder and the actual controller of the Company 4.2.1 The controlling shareholder and actual controller of the
shall not make use of their associated relationship to damage the interests of Company shall exercise their rights and fulfill their obligations in
the Company. If any shareholder violates the provisions and causes damage to accordance with the provisions of laws, administrative regulations, CSRC and
the Company, it shall assume the responsibilities for compensation. the stock exchange, and safeguard the interests of the listed company.
The controlling shareholder and actual controller of the Company must be in
good faith towards the Company and other public shareholders of the Company.
The controlling shareholder shall exercise the rights as a contributor in
strict accordance with laws. The controlling shareholder may not prejudice the
legitimate rights of the Company or other public shareholders through profit
distribution, assets restructuring, outbound investment, funds embezzlement
and loan guarantee, etc., or prejudice the interests of the Company or other
public shareholders by using their status as controllers.
Newly added. 4.2.2 The controlling shareholder and actual controller of the
Company shall abide by the following provisions:
(I) Exercise shareholders' rights in accordance with the
law, and refrain from abusing control rights or using affiliated relationships
to damage the legitimate rights and interests of the Company or other
shareholders;
(II) Strictly fulfill the public statements and various
commitments made, and shall not change or waive them without authorization;
(III) Strictly perform the information disclosure obligations in
accordance with the relevant regulations, actively cooperate with the Company
in information disclosure, and promptly inform the Company of major events
that have occurred or are planned to occur;
(IV) Shall not occupy the Company's funds in any way;
(V) Shall not force, instigate or demand the Company and
relevant personnel to provide guarantees in violation of laws and regulations;
(VI) Shall not seek benefits by taking advantage of the
Company's unpublished material information, nor disclose the Company's
unpublished material information in any way, nor engage in illegal and
irregular acts such as insider trading, short-swing trading and market
manipulation;
(VII) Shall not damage the legitimate rights and interests of the
Company and other shareholders in any way, such as through unfair
related-party transactions, profit distribution, asset restructuring or
outbound investment;
(VIII) Ensure the integrity of the Company's assets, the independence
of its personnel, finance, institutions and business, and shall not affect the
Company's independence in any way;
(IX) Other provisions of laws, administrative regulations, the
provisions of CSRC, the business rules of the securities exchange and these
Articles.
Where the controlling shareholder or the actual controller of the Company does
not serve as a director of the Company but actually executes the Company's
affairs, the provisions on the duty of loyalty and the duty of diligence of
directors in these Articles shall apply.
If the controlling shareholder or the actual controller of the Company
instructs directors or senior executives to engage in acts that damage the
interests of the Company or shareholders, they shall bear joint and several
liability with such directors and senior executives.
4.2.3 Where the controlling shareholder or the actual controller
pledges the Company's stocks held or actually controlled by them, they shall
maintain the stability of the Company's control rights and production and
operation.
4.2.4 Where the controlling shareholder or the actual controller
transfers the shares of the Company held by them, they shall comply with the
restrictive provisions on share transfer in the provisions of laws,
administrative regulations, CSRC and the securities exchange as well as their
commitments made regarding the restriction on share transfer.
4.2.1 The general meeting of shareholders is an organ of authority in the 4.3.1 The shareholders' meeting shall consist of all shareholders.
Company and shall exercise the following functions and powers: The shareholders' meeting is the Company's organ of authority, and shall
exercise its powers in accordance with law:
(I) Deciding on the Company's operational policies and
investment plans; (I) Elect and change directors and decide the remuneration
of directors;
(II) Elect and replace directors and supervisors not appointed
from the employee representatives, and decide on matters concerning their (II) Deliberate on and approve the reports of the Board of
remuneration; Directors;
(III) Deliberate on and approve the reports of the Board of (III) Deliberate on and approve the profit distribution plan,
Directors; profit distribution policy adjustment plan, loss recovery plans for the
Company;
(IV) Deliberate on and approve the reports of the Supervisory
Committee; (IV) Make resolutions on the increase or reduction in the
registered capital of the Company;
(V) Deliberate on and approve the annual financial budget
plans and final account plans of the Company; (V) Make resolutions on the issuance of the corporate bonds;
(VI) Deliberate on and approve the profit distribution plan, (VI) Make resolutions on the Company's acquisition of its own
profit distribution policy adjustment plan, loss recovery plans for the shares or on merger, division, dissolution, liquidation or alteration of the
Company; Company's form;
(VII) Make resolutions on the increase or decrease of the registered (VII) Deliberate on and approve the amendment plan for these
capital of the Company; Articles;
(VIII) Make resolutions on the issuance of corporate bonds of the (VIII) Make resolutions on the appointment, dismissal or
Company; non-reappointment of the accounting firm that undertakes the audit business of
the Company;
(IX) Make resolutions on the Company's acquisition of its own
shares or on merger, division, dissolution, liquidation or alteration of the (IX) Deliberate on and approve the matter that the Company
Company's form; purchases or sells any major asset which exceeds 30% of the Company's total
assets as audited in latest term;
(X) Deliberate on and approve the amendment plan for these
Articles; (X) Deliberate on and approve the proposed related-party
transaction (except that the Company provides guarantees, receives cash assets
(XI) Make resolutions on the Company's hiring, dismissal or and debts which purely reduce the Company's obligations) amounting to more
non-renewal of the accounting firm; than RMB 30 million between the Company and related party and such significant
related-party transaction accounts for more than five percent of absolute
(XII) Deliberate on and approve the matter that the Company value of the Company's net assets attributable to parent company as audited in
purchases or sells any major asset which exceeds 30% of the Company's total latest term;
assets as audited in the latest term;
The amount of related-party transactions between the Company and the same
(XIII) Deliberate on and approve the proposed related-party related party, or transaction related to the type of transaction object
transaction (except that the Company provides guarantees, receives cash assets between the Company and different related party, will be calculated according
and debts which purely reduce the Company's obligations) amounting to more to the principles of accumulative calculation for twelve (12) consecutive
than RMB 30 million between the Company and related party and such significant months;
related-party transaction accounts for more than five percent (5% included) of
absolute value of the Company's net assets attributable to parent company as (XI) Deliberate on and approve the guarantee matters and other
audited in latest term; transaction matters stipulated in Article 4.3.2;
The amount of related-party transactions between the Company and the same (XII) Deliberate on and approve matters concerning changing the
related party, or transaction related to the type of transaction object purpose of raised funds;
between the Company and different related party, will be calculated according
to the principles of accumulative calculation for twelve (12) consecutive (XIII) Deliberate the stock ownership incentive plan and employee
months; stock ownership plan;
(XIV) Deliberate on and approve the guarantee matters and other (XIV) Deliberate on the repurchase of shares by the Company;
transaction matters stipulated in Article 4.2.2;
(XV) Deliberate proposals from shareholders who, individually or in
(XV) Deliberate on and approve the matters concerning changing the the aggregate, hold more than one percent of the shares representing the
purpose of raised funds; voting rights of the Company;
(XVI) Deliberate on stock ownership incentive plan and employee stock (XVI) Deliberate on other matters, which shall be decided by the
ownership plan; shareholders' meeting according to the laws, administrative regulations,
department regulations, or these Articles.
(XVII) Deliberate on the repurchase of shares by the Company;
The shareholders' meeting may authorize the Board of Directors to make
(XVIII) Deliberate on proposals from shareholders who, individually or in resolutions on the issuance of corporate bonds.
the aggregate, hold more than three percent of the shares representing the
voting rights of the Company;
(XIX) Deliberate on other matters required to be determined by the
general meeting of shareholders, as agreed by laws, administrative
regulations, departmental rules, or these Articles.
4.2.2 Any transaction behaviors (except that the Company provides guarantees 4.3.2 Any transaction behaviors (except that the Company provides financial
and receives cash assets and debts which purely reduce the Company's support, guarantees and receives cash assets and debts which purely reduce the
obligations) in respect of the Company or its controlled subsidiaries shall be Company's obligations) in respect of the Company or its controlled
submitted to the general meeting of shareholders for deliberation and approval subsidiaries shall be submitted to the shareholders' meeting for deliberation
if: and approval if:
… …
The following guarantees of the Company shall be submitted to the general The following guarantee matters of the Company shall be submitted to the
meeting of shareholders for deliberation after being deliberated on and shareholders' meeting for deliberation after being deliberated on and approved
approved by the Board of Directors: by the Board of Directors:
(I) Any guarantee provided after the total guarantee to (I) Any guarantee provided after the total guarantee to third
third parties provided by the Company and its controlled subsidiaries has parties provided by the Company and its controlled subsidiaries has exceeded
exceeded fifty percent of the Company's net assets as audited in the latest fifty percent of the Company's net assets as audited in the latest term;
term;
(II) Any guarantee provided after the total external guarantee
(II) Any guarantee provided after the total guarantee to third provided by the Company and its controlled subsidiaries has exceeded thirty
parties provided by the Company and its controlled subsidiaries has exceeded percent of the Company's total assets as audited in the latest term;
thirty percent of the listed Company's total assets as audited in the latest
term; (III) Any guarantee provided to others after the amount of the guarantee,
calculated on a cumulative basis within twelve consecutive months according to
(III) Any guarantee provided after the guaranteed amount has the principle of cumulative calculation of the guaranteed amount, exceeds 30%
exceeded thirty percent of the Company's total assets as audited in the latest of the Company's total assets as audited in the latest term;
term calculated based on the principles of accumulative calculation for twelve
consecutive months; (IV) Any guarantee provided to a party who has an asset-liability ratio in
excess of seventy percent;
(IV) Any guarantee provided to a party who has an
asset-liability ratio in excess of seventy percent; (V) Any single guarantee with the amount in excess of ten percent of
the Company's net assets as audited in the latest term;
(V) Any single guarantee with the amount in excess of ten
percent of the Company's net assets as audited in the latest term; (VI) Any guarantee provided to shareholders, actual controllers and their
related parties.
(VI) Any guarantee provided to shareholders, actual controllers
and their related parties. The guarantee mentioned in the preceding Item (III) subject to deliberation of
the shareholders' meeting shall be approved by at least two-thirds of the
… votes held by the shareholders present at the meeting.
…
If the Company's financial support matters fall under any of the following
circumstances, they shall also be submitted to the shareholders' meeting for
deliberation after being deliberated on and approved by the Board of
Directors:
(I) The amount of single financial support exceeds 10% of the net
assets of the Company as audited in the latest term;
(II) The latest financial statement data of the funded object shows
that the asset-liability ratio exceeds 70%;
(III) The accumulated amount of financial support in the last 12 months
exceeds 10% of the net assets of the Company as audited in the latest term;
(IV) Other circumstances as stipulated by CSRC, the stock exchange or
these Articles.
If the recipient of the financial support is a controlled subsidiary within
the scope of the Company's consolidated financial statements and the other
shareholders of such controlled subsidiary do not include the controlling
shareholder, the actual controller and their related parties of the listed
company, it may be exempted from the application of the provisions of the
preceding paragraph.
4.2.4 In case of any one of the following circumstances, the Company shall 4.3.4 In case of any one of the following circumstances, the Company shall
hold an extraordinary general meeting of shareholders within two (2) months hold an extraordinary shareholders' meeting within two (2) months from the
from the date of occurrence of the relevant fact: date of occurrence of the relevant fact:
(I) The number of directors is less than six; (I) The number of directors is less than six;
(II) The uncovered losses of the Company occupy 1/3 of the (II) The uncovered losses of the Company occupy 1/3 of the total share
total share capital; capital;
(III) The shareholders, who individually or jointly hold over (III) Shareholder(s) who individually or jointly hold more than ten
10% of the Company's shares, make a request to hold such a meeting; percent of the Company's shares (including preferred shares with the
restoration of voting rights, etc.) make(s) a request to hold such a meeting;
(IV) The Board of Directors deems it necessary;
(IV) The Board of Directors deems it necessary;
(V) The Supervisory Committee proposes to hold it;
(V) The Audit Committee proposes to convene such a meeting;
(VI) Other circumstances as stipulated by laws, administrative
regulations, departmental rules, or these Articles. (VI) Other circumstances as stipulated by laws, administrative
regulations, departmental rules, or these Articles.
4.2.5 The place where the general meeting of shareholders of the Company is 4.3.5 The place where the shareholders' meeting of the Company is held is
held is the location of the Company's office address. the location of the Company's office address.
A meeting place shall be arranged for the general meeting of shareholders, A meeting place shall be arranged for the shareholders' meeting, which shall
which will be held in the form of an on-site meeting. The Company may adopt be convened in the form of an on-site meeting, and may also be convened
safe, economical and convenient networks or other means to provide convenience simultaneously by means of electronic communication. The Company will also
for shareholders to participate in the general meeting of shareholders. provide online voting to facilitate the participation of the shareholders.
Shareholders who participate in the general meeting of shareholders through Shareholders who participate in the general meeting of shareholders through
the above means shall be deemed to be present. the above means shall be deemed to be present.
4.2.6 The Company shall employ a lawyer to provide legal advice on the 4.3.6 The Company shall employ a lawyer to provide legal advice on the
following issues and make relevant announcement when convening the general following issues and make relevant announcement when convening the general
meeting of shareholders: meeting of shareholders:
(I) Whether the convening of the general meeting of (I) Whether the convening of the meeting and its procedures are in
shareholders and its procedures are in compliance with laws, administrative compliance with provisions of laws, administrative regulations and these
regulations and these Articles; Articles;
(II) Whether the qualifications of the attendees and the (II) Whether the qualifications of the attendees and the person(s)
person(s) convening the meeting are legal and valid; convening the meeting are legal and valid;
(III) Whether the procedures and the voting results are legal (III) Whether the procedures and the voting results are legal and valid;
and valid;
(IV) Legal opinions on other related matters at the request of the
(IV) Legal opinions on other related matters at the request of Company.
the Company.
4.3.1 With the consent of more than half of all independent directors, 4.4.1 The Board of Directors shall convene the shareholders' meeting on time
independent directors have the right to propose to the Board of Directors to within the prescribed time limit. With the consent of more than half of all
convene an extraordinary general meeting of shareholders. Where independent independent directors, independent directors have the right to propose to the
directors exercise such right of proposal, the Company shall disclose Board of Directors to convene an extraordinary shareholders' meeting. Where
promptly. Where the above-mentioned right cannot be normally exercised, the independent directors exercise such right of proposal, the Company shall
Company shall disclose the specific circumstances and reasons. The Board of disclose promptly. Where the above-mentioned right cannot be normally
Directors shall, subject to provisions of laws, administrative regulations, exercised, the Company shall disclose the specific circumstances and reasons.
and these Articles, give a written response to agree or disagree to hold an The Board of Directors shall, subject to provisions of laws, administrative
extraordinary general meeting of shareholders within ten (10) days after its regulations, and these Articles, give a written response to agree or disagree
receipt of the proposal for the extraordinary general meeting of shareholders to hold an extraordinary shareholders' meeting within ten (10) days after its
by independent directors. receipt of the proposal for the extraordinary shareholders' meeting by
independent directors.
Where the Board of Directors agrees to convene an extraordinary general
meeting of shareholders, the notice of convening the extraordinary general Where the Board of Directors agrees to convene an extraordinary shareholders'
meeting of shareholders will be issued within five (5) days after the meeting, the notice of convening the extraordinary shareholders' meeting will
resolution of the Board of Directors is made. Where the Board of Directors be issued within five (5) days after the resolution of the Board of Directors
does not agree to convene an extraordinary general meeting of shareholders, it is made. Where the Board of Directors does not agree to convene an
shall explain the reasons and make an announcement. extraordinary shareholders' meeting, it shall explain the reasons and make an
announcement.
4.3.2 The Supervisory Committee has the right to propose to the Board of 4.4.2 When the Audit Committee proposes to the Board of Directors to convene
Directors for an extraordinary general meeting of shareholders and such an extraordinary shareholders' meeting, it shall put forward the proposal to
proposal shall be in writing. The Board of Directors shall, subject to the Board of Directors in written form. The Board of Directors shall, subject
provisions of laws, administrative regulations and these Articles, give a to provisions of laws, administrative regulations and these Articles, give a
written response on agreeing or disagreeing to hold the extraordinary general written response on agreeing or disagreeing to hold the extraordinary
meeting of shareholders within ten (10) days after its receipt of the shareholders' meeting within ten (10) days after its receipt of the proposal.
proposal.
If the Board of Directors agrees to convene an extraordinary shareholders'
If the Board of Directors agrees to hold the extraordinary general meeting of meeting, it shall issue a notice of convening the shareholders' meeting within
shareholders, it shall give a notice thereof within five (5) days after its five (5) days after making the Board of Directors' resolution. For any changes
resolution is made and any change to the original proposal in such notice to the original proposal in the notice, the consent of the Audit Committee
shall be approved by the Supervisory Committee. shall be obtained.
Where the Board of Directors disagrees to hold the extraordinary general If the Board of Directors does not agree to convene an extraordinary
meeting of shareholders or fails to give a response within ten (10) days after shareholders' meeting or fails to give feedback within ten (10) days after
its receipt of the proposal, it shall be deemed as the disability or failure receiving the proposal, it shall be deemed that the Board of Directors is
of the Board of Directors to perform its duty to call a general meeting of unable to perform or fails to perform its duty of convening the shareholders'
shareholders, and the Supervisory Committee may call and preside over the meeting. In such a case, the Audit Committee can convene and preside over the
general meeting of shareholders by itself. meeting on its own.
4.3.3 Shareholders who individually or jointly hold more than 10% of the 4.4.3 Shareholders who individually or jointly hold more than 10% of the
Company's shares and request the Board of Directors to convene an Company's shares (including preferred shares with the restoration of voting
extraordinary general meeting of shareholders shall put forward the request to rights, etc.) and request the Board of Directors to convene an extraordinary
the Board of Directors in written form and clarify the topics of the meeting. shareholders' meeting shall put forward the request to the Board of Directors
The Board of Directors shall, in accordance with the provisions of laws, in written form and clarify the topics of the meeting. The Board of Directors
administrative regulations, and these Articles, give written feedback on shall, in accordance with the provisions of laws, administrative regulations,
whether or not to agree to convene an extraordinary general meeting of and these Articles, give written feedback on whether or not to agree to
shareholders within ten (10) days after receiving the written request. convene an extraordinary shareholders' meeting within ten (10) days after
receiving the written request.
If the Board of Directors agrees to hold an extraordinary general meeting of
shareholders, it shall give a notice thereof within five (5) days after its If the Board of Directors agrees to convene an extraordinary shareholders'
resolution is made and any change to the original request in such notice shall meeting, it shall issue a notice of convening the shareholders' meeting within
be approved by related shareholders. five (5) days after making the Board of Directors' resolution. For any changes
to the original request in the notice, the consent of the relevant
When the Board of Directors disapproves the convening of the extraordinary shareholders shall be obtained.
general meeting of shareholders or fails to provide feedback within ten (10)
days after receipt of the proposal, shareholders who individually or jointly If the Board of Directors does not agree to convene an extraordinary
hold more than 10% of the Company's shares shall have the right to propose to shareholders' meeting or fails to give feedback within ten (10) days after
the Supervisory Committee to convene an extraordinary general meeting of receiving the request, shareholders who individually or jointly hold more than
shareholders and shall submit a request in writing to the Supervisory 10% of the Company's shares (including preferred shares with the restoration
Committee. of voting rights, etc.) shall have the right to propose to the Audit Committee
to convene an extraordinary shareholders' meeting and shall put forward the
Where the Supervisory Committee agrees to hold the extraordinary general request to the Audit Committee in written form.
meeting of shareholders, it shall give a notice of convening the general
meeting of shareholders within five (5) days after its receipt of the request, If the Audit Committee agrees to convene an extraordinary shareholders'
and any change to the original proposal in such notice shall be approved by meeting, it shall issue a notice of convening the shareholders' meeting within
relevant shareholders. five (5) days after receiving the request. For any changes to the original
request in the notice, the consent of the relevant shareholders shall be
Where the Supervisory Committee fails to give a notice of the general meeting obtained.
of shareholders within the prescribed time limit, it shall be deemed that the
Supervisory Committee does not convene and preside over the general meeting of If the Audit Committee fails to issue the notice of the shareholders' meeting
shareholders, and shareholders individually or collectively holding more than within the prescribed time limit, it shall be deemed that the Audit Committee
10% of the Company's shares for more than ninety (90) consecutive days may does not convene and preside over the shareholders' meeting. Shareholders who
convene and preside over the meeting on their own. individually or jointly hold more than 10% of the Company's shares (including
preferred shares with the restoration of voting rights, etc.) for more than
ninety (90) consecutive days may convene and preside over the meeting on their
own.
4.3.4 If the Supervisory Committee or the shareholders decide to convene the 4.4.4 If the Audit Committee or shareholders decide to convene the
general meeting of shareholders on their own, they shall notify the Board of shareholders' meeting on their own, they must notify the Board of Directors in
Directors in writing and file with the Shanghai Stock Exchange. writing and file with the Shanghai Stock Exchange at the same time.
Before the announcement of the resolution of the general meeting of Before the announcement of the resolution of the shareholders' meeting, the
shareholders, the shareholding proportion of the convening shareholders shall shareholding proportion of the convening shareholders (including preferred
not be lower than 10%. The convening shareholders shall disclose the shares with the restoration of voting rights, etc.) shall not be lower than
announcement no later than the notice of the general meeting of shareholders, 10%. The convening shareholders shall disclose the announcement no later than
and promise that their shareholding ratio shall not be less than ten percent when sending out the notice of the shareholders' meeting and undertake that
of the total share capital of the Company between the proposed date of the during the period from the date of proposing to convene the shareholders'
general meeting of shareholders and the date of the general meeting of meeting to the date of convening the meeting, their shareholding proportion
shareholders. will not be lower than 10% of the Company's total share capital.
The Supervisory Committee or the convening shareholders shall submit relevant The Audit Committee or the convening shareholders shall submit relevant
supporting materials to the Shanghai Stock Exchange when issuing the notice of supporting materials to the Shanghai Stock Exchange when sending out the
the general meeting of shareholders and the announcement of the resolutions of notice of the shareholders' meeting and releasing the announcement of the
the general meeting of shareholders. resolution of the shareholders' meeting.
4.4.2 Where the Company convenes a general meeting of shareholders, the Board 4.5.2 When the Company convenes a shareholders' meeting, the Board of
of Directors, the Supervisory Committee, and the shareholder(s) holding more Directors, the Audit Committee and shareholders who individually or jointly
than three percent of the shares in the Company individually or collectively hold more than 1% of the Company's shares (including preferred shares with the
shall have the right to submit proposals to the Company. restoration of voting rights, etc.) shall have the right to put forward
proposals to the Company.
Where a qualified shareholder submits a provisional proposal prior to the
general meeting of shareholders, the percentage of shares held between the Where a qualified shareholder submits a provisional proposal prior to the
issuance of the notice of the proposal and the announcement of the resolution shareholders' meeting, the percentage of shares held between the issuance of
of the meeting shall not be less than three percent. the notice of the proposal and the announcement of the resolution of the
meeting shall not be less than one percent.
Where a shareholder proposes a provisional proposal, it shall provide the
convener with the certification documents for holding more than three percent Where a shareholder proposes a provisional proposal, it shall provide the
of the shares of the listed company. Where a shareholder jointly proposes a convener with the certification documents for holding more than one percent of
proposal by way of entrustment, the entrusting shareholder shall issue a the shares of the listed company. Where a shareholder jointly proposes a
written authorization document to the entrusted shareholder. proposal by way of entrustment, the entrusting shareholder shall issue a
written authorization document to the entrusted shareholder.
Shareholders individually or jointly holding not less than three percent of
the Company's shares may submit a provisional proposal to the convener in Shareholders individually or jointly holding not less than 1% of the Company's
writing ten (10) days prior to the date of the general meeting of shares (including preferred shares with the restoration of voting rights,
shareholders. The convener shall issue a supplementary notice of the general etc.) may submit a provisional proposal to the convener in writing ten (10)
meeting of shareholders to announce the content of the provisional proposal days prior to the date of the shareholders' meeting. The convener shall issue
within two (2) days after receiving the proposal. a supplementary notice of the shareholders' meeting within two (2) days after
receiving the proposal, announce the content of the temporary proposal and
Except for provisional proposals, it is not allowed to modify the proposals submit the temporary proposal to the shareholders' meeting for deliberation,
listed in the notice of the general meeting of shareholders or add new except for temporary proposals violating laws, administrative regulations or
proposals after the Company issues the notice of the general meeting of the provisions of these Articles, or are not within the authority scope of the
shareholders. shareholders' meeting.
Except for the circumstances in the preceding provisions, the convener shall Except for the circumstances in the preceding provisions, the convener shall
not modify those proposals as listed in the notice of the general meeting of not modify those proposals as listed in the notice of the shareholders'
shareholders or add any new proposal after giving the notice. meeting or add any new proposal after giving the notice.
The general meeting of shareholders shall not vote and make a resolution on The shareholders' meeting shall not vote on or make a resolution on proposals
any proposal not listed in the notice of the general meeting of shareholders that are not listed in the notice of the shareholders' meeting or do not
or not conforming to 4.4.1 of these Articles. comply with the provisions of these Articles.
4.4.5 The notice of the general meeting of shareholders shall include the 4.5.5 The notice of the general meeting of shareholders shall include the
following: following:
… …
The notice and supplementary notice of the general meeting of shareholders The notice and supplementary notice of the shareholders' meeting shall fully
shall fully and completely disclose the specific content of all the proposals. and completely disclose the specific content of all the proposals, as well as
If the independent shareholders shall give comments on matters proposed to be all the materials or explanations required for shareholders to make a
discussed, the comments and reasons of the independent shareholders shall be reasonable judgment on the matters to be discussed.
disclosed when the notice or supplemental notice of the general meeting of
shareholders is given. The starting time of online vote or other ways of voting of the general
meeting of shareholders shall not be earlier than 3:00 p.m. of the date before
The starting time of online vote or other way of vote of the general meeting the on-site convening of the general meeting of shareholders and later than
of shareholders shall not be earlier than 3:00 p.m. of the date before on-site 9:30 a.m. of the date of on-site convening of the meeting, while the ending
convening of the general meeting of shareholders and later than 9:30 a.m. of time shall not be before 3:00 p.m. of the date when the on-site general
the date of on-site convening of the meeting, while the ending time shall not meeting of shareholders ends.
be before 3:00 p.m. of the date when on-site general meeting of shareholders
ends. The interval between the date of equity registration and the date of the
meeting shall not be more than seven (7) working days. The equity registration
The interval between the date of equity registration and the date of the date shall not be changed upon determination.
meeting shall not be more than seven (7) working days. The equity registration
date shall not be changed upon determination.
4.4.6 Where matters concerning the election of directors and supervisors are 4.5.6 If the election of directors is to be discussed at the
to be discussed at the general meeting of shareholders, the notice of the shareholders' meeting, the notice of the shareholders' meeting will fully
general meeting of shareholders shall sufficiently disclose detailed disclose the detailed information of the director candidates, including at
information of director and supervisor candidates, which shall at least least the following:
include:
(I) Education background, work experience, part-time jobs,
(I) Education background, work experience, part-time jobs, and other personal information;
and other personal information;
(II) Whether there is any affiliation to the directors, senior
(II) Whether there is any affiliation to the directors, supervisors, senior executives, controlling shareholder, actual controller, and shareholders
executives, actual controller, and shareholders holding more than 5% shares of holding more than 5% shares of the Company;
the Company;
(III) Whether any circumstances prohibit such candidates from
(III) Whether any circumstances prohibit such candidates from serving as serving as directors or senior executives according to the Company Law, other
directors, supervisors, or senior executives according to the Company Law, laws and regulations, and other relevant provisions;
other laws and regulations, and other relevant provisions;
(IV) The number of shares held in the Company;
(IV) The number of shares held in the Company;
(V) Whether such candidates are prohibited by CSRC from
(V) Whether such candidates are prohibited by CSRC from serving as directors and senior executives in listed companies, and the
serving as directors, supervisors, and senior executives in listed companies, prohibition term has not yet expired;
and the prohibition term has not yet expired;
(VI) Whether such candidates are publicly recognized by any
(VI) Whether such candidates are publicly recognized by any stock exchange as unfit to be directors or senior executives of listed
stock exchange as unfit to be directors, supervisors, or senior executives of companies, and the term has not yet expired;
listed companies, and the term has not yet expired;
(VII) Other important matters required to be disclosed by the
(VII) Other important matters required to be disclosed by the Shanghai Stock Exchange.
Shanghai Stock Exchange.
In addition to the election of directors by accumulative voting, each director
In addition to the election of directors and supervisors by accumulative candidate shall be put forward by a single proposal.
voting, each director or supervisor candidate shall be put forward by a single
proposal.
4.5.3 The shareholders who attend the meeting in person shall present their ID 4.6.3 Individual shareholders present at the meeting in person
cards or other valid credentials or certificates that can certify their shall present personal ID cards or other valid documents or certificates that
identities and stock account cards as well. Those who are entrusted to attend can identify them; proxies present at the meeting on behalf of others shall
the meeting shall have their valid ID cards and powers of attorney from the present valid ID cards and the power of attorney from shareholders they
shareholders. present.
For the institutional shareholder, the legal representative or the proxy For the institutional shareholder, the legal representative or the proxy
appointed by the legal representative shall attend the meeting on behalf. The appointed by the legal representative shall attend the meeting on behalf. The
legal representatives who attend the meeting in person shall present their ID legal representatives who attend the meeting in person shall present their ID
cards or other valid credentials that can certify their identities as legal cards or other valid credentials that can certify their identities as legal
representatives. For those who entrust their proxies to attend the meeting, representatives. For those who entrust their proxies to attend the meeting,
the proxies shall present their ID cards and the written powers of attorney the proxies shall present their ID cards and the written powers of attorney
provided by the legal representatives of the institutional shareholders. provided by the legal representatives of the institutional shareholders.
4.5.4 Shareholders shall entrust proxies in writing, and the entrustment shall 4.6.4 Shareholders shall entrust proxies in writing, and the
be signed by the principal or the proxy entrusted in writing by the principal. entrustment shall be signed by the principal or the proxy entrusted in writing
If the principal is a legal person, it shall affix its corporate seal or be by the principal. If the principal is a legal person, it shall affix its
signed by its directors or formally appointed proxies. corporate seal or be signed by its directors or formally appointed proxies.
The power of attorney issued by a shareholder to appoint a proxy to be present The power of attorney issued by a shareholder for entrusting others to attend
at the general meeting of shareholders on its behalf shall specify: the shareholders' meeting shall specify the following:
(I) The name of the proxy; (I) The name of the principal, the type and quantity of
the Company's shares held;
(II) Whether the proxy has the right to vote;
(II) The name of the proxy;
(III) Instructions on whether to vote in favor, against, or
abstain on each item on the agenda of the general meeting of shareholders; (III) The specific instructions of the shareholder, including
instructions on voting for, against or abstaining from each item to be
(IV) Date of issuance and validity period of the power of considered on the agenda of the shareholders' meeting, etc.;
attorney;
(IV) Date of issuance and validity period of the power of
(V) Signature (or seal) of the principal. In case the attorney;
principal is an institutional shareholder, the official seal of the legal
person shall be affixed. (V) Signature (or seal) of the principal. In case the
principal is an institutional shareholder, the official seal of the legal
person shall be affixed.
4.5.5 The format of any power of attorney issued by the Board of Directors of 4.6.5 The format of any power of attorney issued by the Board of
the Company to shareholders for appointing shareholder proxies shall allow Directors of the Company to shareholders for appointing shareholder proxies
shareholders to freely choose to instruct shareholder proxies to vote for or shall allow shareholders to freely choose to instruct shareholder proxies to
against, and give separate instructions on the matters to be voted on for each vote for or against, and give separate instructions on the matters to be voted
topic of the meeting. The power of attorney shall indicate whether the proxy on for each topic of the meeting.
of a shareholder may vote at its own will if the shareholder gives no specific
instructions.
4.5.6 The power of attorney for voting shall be kept at the Company's domicile 4.6.6 The power of attorney for voting shall be kept at the
or other place specified in the notice of convening the meeting at least Company's domicile or other place specified in the notice of convening the
twenty-four hours before the relevant meeting for voting entrusted by the meeting at least twenty-four hours before the relevant meeting for voting
power of attorney or twenty-four hours before the designated voting time. If entrusted by the power of attorney or twenty-four hours before the designated
the proxy form is signed by someone authorized by the principal, the power of voting time. If the proxy form is signed by someone authorized by the
attorney or other authorization documents shall be notarized. The notarized principal, the power of attorney or other authorization documents shall be
power of attorney or other authorization documents together with the power of notarized. The notarized power of attorney or other authorization documents
attorney appointing a voting proxy shall be deposited at the domicile of the together with the power of attorney appointing a voting proxy shall be
Company or any other place as designated in the notice of convening the deposited at the domicile of the Company or any other place as designated in
meeting. the notice of convening the meeting.
If the principal is a legal person, then its legal representative or the
person authorized as the representative by resolutions of the Board of
Directors and other decision-making bodies shall attend the Shareholders'
Meeting of the Company.
4.5.8 The register of participants at the meeting shall be prepared by the 4.6.8 The register of participants at the meeting shall be
Company. Such a register shall specify the name (or entity name), ID card prepared by the Company. Such register shall state the name (or entity name)
number and home address of each participant, the number of shares held by each of the attendee, ID card number, the number of shares held by the attendee or
participant or presenting vote, the name (or entity name) of the principal and presenting voting right, the name (or entity name) of the principal and other
other relevant matters. relevant matters.
4.5.10 At the general meeting of shareholders, all the directors, supervisors 4.6.10 If the shareholders' meeting requires directors or senior
and the secretary of the Board of Directors of the Company shall be present executives to attend the meeting as nonvoting delegates, they shall do so and
and the general manager and other senior executives shall be present without accept inquiries from shareholders.
voting rights.
4.5.11 The general meeting of shareholders is convened by the Board of 4.6.11 The shareholders' meeting is convened by the Board of
Directors. The general meeting of shareholders shall be presided over by the Directors. The shareholders' meeting shall be presided over by the chairman as
chairman as moderator. If the chairman is unable to perform relevant duties or the moderator. If the chairman is unable to perform relevant duties or fails
fails to perform relevant duties, the vice chairman shall preside over the to perform relevant duties, the vice chairman shall preside over the meeting.
meeting. If the vice chairman is unable to perform relevant duties or fails to If the vice chairman is unable to perform relevant duties or fails to perform
perform relevant duties, a director jointly recommended by more than half of relevant duties, a director jointly recommended by more than half of the
the directors shall preside over the meeting as the moderator. directors shall preside over the meeting as the moderator.
The general meeting of shareholders convened by the Supervisory Committee If the shareholders' meeting is convened by the Audit Committee on its own, it
shall be presided over by the chairman of the Supervisory Committee as the shall be presided over by the convener of the Audit Committee. If the convener
moderator. In the event that the chairman of the Supervisory Committee fails of the Audit Committee is unable to perform relevant duties or fails to
or refuses to discharge his/her duties, the vice-chairman of the Supervisory perform relevant duties, a member of the Audit Committee jointly recommended
Committee shall preside at the meeting; if the vice-chairperson of the by more than half of the members of the Audit Committee shall preside over it.
Supervisory Committee fails or refuses to discharge his/her duties, a
supervisor jointly elected by a majority of the supervisors shall serve as the For the shareholders' meeting convened by shareholders on their own, it shall
moderator. be presided over by the convener or the representative recommended by the
convener.
The general meeting of shareholders convened by the shareholders shall be
presided over by a representative elected by the conveners as the moderator. When the shareholders' meeting is held, if the moderator violates these
If for any reason the conveners are unable to recommend a representative to Articles or the rules of procedure for the shareholders' meeting of the
act as the moderator to preside over it, the shareholder (including the Company, causing the shareholders' meeting unable to continue, with the
shareholder's proxy) with the largest number of voting shares among the consent of shareholders with more than half of the voting rights present at
conveners shall act as the moderator to preside over the meeting. the shareholders' meeting, the shareholders' meeting may recommend one person
to serve as the moderator and continue the meeting.
When the general meeting of shareholders is held, if the moderator violates
these Articles or the rules of procedure for the general meeting of
shareholders of the Company, causing the general meeting of shareholders
unable to continue, with the consent of shareholders with more than half of
the voting rights present at the general meeting of shareholders, the general
meeting of shareholders may recommend one person to serve as the moderator and
continue the meeting.
4.5.12 The Company shall formulate the Rules of Procedure of the General 4.6.12 The Company shall formulate the Rules of Procedure of the
Meeting of Shareholders and specify the detailed convening and voting Shareholders' Meeting and specify the detailed holding, convening and voting
procedures hereof, including notification, registration, deliberation of procedures hereof, including notification, registration, deliberation of
proposals, voting, count of votes, the announcement of voting results, proposals, voting, count of votes, the announcement of voting results,
formulation of resolutions, meeting minutes and signature and pronouncements formulation of resolutions, meeting minutes and signature and pronouncements
as well as the principle of authorization from the general meeting of as well as the principle of authorization from the shareholders' meeting to
shareholders to the Board of Directors, and the authorization content shall be the Board of Directors, and the authorization content shall be definite and
definite and specific. The Rules of Procedure of the General Meeting of specific. The Rules of Procedure of the Shareholders' Meeting, as an annex to
Shareholders shall be proposed by the Board of Directors and approved by the these Articles, shall be prepared by the Board of Directors and approved by
general meeting of shareholders, and constitute the annex to these Articles. the shareholders' meeting.
4.5.16 There shall be minutes of the general meeting of shareholders, which 4.6.16 The shareholders' meeting shall have meeting minutes, which
shall be taken by the secretary of the Board of Directors. The minutes shall shall be the responsibility of the secretary of the Board of Directors. The
record: minutes shall record:
(I) The time, place and agenda of the meeting and the name (I) The time, place and agenda of the meeting and the name
or names of the convener; or names of the convener;
(II) Names of the meeting moderator and directors, (II) The names of the moderator and the directors and senior
supervisors, the general manager, the secretary of the Board of Directors, and executives who attend the meeting as nonvoting delegates;
other senior executives present at or attending the meeting;
(III) Number of shareholders and proxies attending the meeting,
(III) Number of shareholders and proxies attending the meeting, total number of voting shares held thereby, and their proportion in the total
total number of voting shares held thereby, and their proportion in the total number of shares of the Company;
number of shares of the Company;
(IV) Deliberation process, main points of address, and voting
(IV) Deliberation process, main points of address, and voting results of each proposal;
results of each proposal;
(V) Inquiry opinions or suggestions of shareholders and
(V) Inquiry opinions or suggestions of shareholders and corresponding response or explanations;
corresponding response or explanations;
(VI) Names of the lawyer, vote counter, and scrutineer;
(VI) Names of the lawyer, vote counter, and scrutineer;
(VII) Other information that shall be recorded in the minute as
(VII) Other information that shall be recorded in the minute as stipulated herein.
stipulated herein.
4.5.17 The convener shall ensure that the minutes are true, accurate and 4.6.1 The convener shall ensure that the minutes are true,
complete. Directors, supervisors, secretary of the Board of Directors, the accurate and complete. The directors, the secretary of the Board of Directors,
convener or the representative thereof, and the moderator present at the the convener or his or her representatives, and the moderator who attend or
meeting shall sign on the minutes. The minutes shall be kept together with the participate in the meeting as nonvoting delegates shall sign the minutes of
register of present shareholders and the power of attorney for present proxies the meeting. The minutes shall be kept together with the register of present
as well as valid documents describing the results of online and other voting shareholders and the power of attorney for present proxies as well as valid
process, for a period of ten years at least. documents describing the results of online and other voting process, for a
period of ten years at least.
4.6.1 Resolutions of the general meeting of shareholders include ordinary and 4.7.1 The resolutions of shareholders' meeting are classified into
special resolutions. ordinary resolution and special resolution.
An ordinary resolution of the general meeting of shareholders requires Any ordinary resolution of the shareholders' meeting shall be passed with more
approval by a majority of the votes cast by shareholders (including their than half of the voting rights held by the shareholders who attend the
proxies) present at the meeting. meeting.
A special resolution of the general meeting of shareholders requires approval Any special resolution of the shareholders' meeting shall be passed with more
by at least two-thirds of the votes cast by shareholders (including their than two-thirds of the voting rights held by the shareholders who attend the
proxies) present at the meeting. meeting.
The shareholders referred to in this article include shareholders who entrust
proxies to attend the shareholders' meeting.
4.6.2 The following matters shall be approved by an ordinary resolution of the 4.7.2 The following matters shall be adopted by the shareholders'
general meeting of shareholders: meeting through ordinary resolutions:
(I) Work reports of the Board of Directors and the (I) Work report of the Board of Directors;
Supervisory Committee;
(II) Profit distribution plan and loss make-up plan prepared
(II) Profit distribution plan and loss make-up plan prepared by the Board of Directors;
by the Board of Directors;
(III) Appointment and dismissal of members of the Board of
(III) Appointment and dismissal of members of the Board of Directors as well as their remunerations and payment method;
Directors and the Supervisory Committee (such directors and supervisors are
assumed by a non-employee representative) as well as their remunerations and (IV) The Company's balance sheet, income statement, and other
payment method; financial statements;
(IV) The Company's annual budget plan, final accounts plan, (V) Matters other than those specified to be adopted by a
balance sheet, income statement, and other financial statements; special resolution by provisions of laws, administrative regulations or these
Articles.
(V) Annual report of the Company;
(VI) Matters other than those specified to be approved by a
special resolution as stipulated by laws, administrative regulations or these
Articles of Association.
4.6.3 The following matters shall be adopted by the general meeting of 4.7.3 The following matters shall be adopted by the shareholders'
shareholders through special resolutions: meeting by means of special resolution:
(I) The Company's increase or decrease of its registered (I) The Company's increase or decrease of its registered
capital and issuance of any kind of stocks, warrants and other similar capital and issuance of any kind of stocks, warrants and other similar
securities; securities;
(II) Issuance of corporate bonds; (II) Issuance of corporate bonds;
(III) Division, separation, merger, dissolution and liquidation (III) Division, separation, merger, dissolution and liquidation
of the Company; of the Company;
(IV) Amendment of these Articles; (IV) Amendment of these Articles;
(V) Purchases or sales of major assets or guarantees by the (V) The amount of the Company's purchase or sale of major
Company within a year, with an amount exceeding 30% of the latest audited assets or the provision of guarantees to others within one year exceeds 30% of
total assets of the Company; total assets of the Company as audited in the latest term;
(VI) Profit distribution policy adjustment plan; (VI) Profit distribution policy adjustment plan;
(VII) Stock ownership incentive plan; (VII) Stock ownership incentive plan;
(VIII) Company's share repurchase; (VIII) Company's share repurchase;
(IX) Other matters that are specified by laws, administrative (IX) Other matters that are specified by laws, administrative
regulations or these Articles and that are recognized by an ordinary regulations or these Articles and that are recognized by an ordinary
resolution of the general meeting of shareholders as exerting a significant resolution of the shareholders' meeting as exerting a significant impact on
impact on the Company and to be approved by a special resolution. the Company and to be approved by a special resolution.
4.6.4 Shareholders (including their proxies) shall exercise their voting 4.7.4 Shareholders will exercise the voting right according to the
rights to the extent of shares with voting rights they represent and each number of voting shares held by them, with one vote for each share.
share is attached with one voting right.
…
…
The Board of Directors, independent directors, shareholders holding 1% or more
The Board of Directors, independent directors, shareholders holding 1% or more of the shares with voting rights, or the investor protection institutions
of the shares with voting rights, or the investor protection institutions established according to laws, administrative regulations, or the provisions
established according to laws, administrative regulations, or the provisions of CSRC may solicit the voting rights of shareholders. To solicit such voting
of CSRC may solicit the voting rights of shareholders. To solicit such voting rights is subject to fully disclosing the specific voting intention and other
rights is subject to fully disclosing the specific voting intention and other relevant information to the shareholders with voting rights being solicited. A
relevant information to the shareholders with voting rights being solicited. A paid solicitation or disguised paid solicitation of shareholders' voting
paid solicitation or disguised paid solicitation of shareholders' voting rights is not allowed. Except for the statutory conditions, the Company may
rights is not allowed. Except for the statutory conditions, the Company may not impose the minimum shareholding ratio limit on the voting right
not impose the minimum shareholding ratio limit on the voting right solicitation.
solicitation.
4.6.9 In case of deliberation on a proposal, the general meeting of 4.7.9 When the shareholders' meeting discusses the proposals, it
shareholders shall not modify the proposal, or relevant modification will be shall not modify any proposals, otherwise the related changed proposal shall
deemed as a new proposal and not be voted on at this general meeting of be deemed as a new proposal and shall not be voted at this shareholders'
shareholders. meeting.
4.6.12 The end time of the general meeting of shareholders held on-site shall 4.7.12 The end time of the shareholders' meeting held on-site shall
not be earlier than that of the online or other methods. The moderator of the not be earlier than that of the online or other methods. The moderator shall
meeting shall be responsible for determining whether each proposal is approved announce the voting situation and result of each proposal, and declare whether
based on the voting situation and results. Their decision shall be final and the proposal is adopted according to the voting result.
must be announced at the meeting and recorded in the meeting minutes.
Prior to the formal announcement of the voting results, the listed companies,
Prior to the formal announcement of the voting results, the listed companies, vote counters, scrutineers, shareholders, network service suppliers, etc.
vote counters, scrutineers, main shareholders, network service supplier, etc. involved in the shareholders' meeting, online voting or voting in other
involved in the Shareholders' Meeting, online voting or voting in other manners, are all responsible for confidentiality of the voting results.
manners, are all responsible for confidentiality of the voting results.
4.6.13 Shareholders attending the general meeting of shareholders shall 4.7.13 Shareholders attending the shareholders' meeting shall present
present one of the following views on the proposal submitted for voting: one of the following views on the proposal submitted for voting: consent,
consent, objection or abstention. objection or abstention. Except for securities registration and settlement
institutions, as nominee holders of stocks of interconnectivity mechanism
… between the Mainland and Hong Kong SAR on the stock market, where declarations
are made based upon the intention of actual holders.
…
Chapter VI Board of Directors Chapter V Directors and Board of Directors
5.1.1 Directors shall be elected or replaced by the general meeting of 5.1.1 Directors shall be elected or replaced by the shareholders' meeting and
shareholders and the term of office of directors is three years. A director the term of office of directors is three years. A director may, after the
may, after the expiration of his/her term of office, hold a consecutive term expiration of his/her term of office, hold a consecutive term upon
upon re-election. Before a director's term of office expires, the general re-election. Before a director's term of office expires, the shareholders'
meeting of shareholders cannot terminate his or her duties without a reason. meeting can terminate his or her duties. After a democratic election or
There shall be employee representatives of the Company among the members of replacement by the Company's employees, the employee representatives who serve
the Board of Directors. After a democratic election or replacement by the as directors directly join the Board of Directors, and there is no need to
Company's employees, the employee representatives who serve as directors submit such to the shareholders' meeting for deliberation.
directly join the Board of Directors.
The term of office of a director shall commence on the date of accession and
The term of office of a director shall commence on the date of accession and end at the expiry of his/her term of office of this Board of Directors. If a
end at the expiry of his/her term of office of this Board of Directors. If a director's term of office expires but no new director is yet appointed, before
director's term of office expires but no new director is yet appointed, before the newly elected director takes up an appointment, the original director
the newly elected director takes up an appointment, the original director shall still carry out his/her duties according to the laws, administrative
shall still carry out his/her duties according to the laws, administrative regulations, departmental rules, and these Articles.
regulations, departmental rules, and these Articles.
Directors may concurrently hold the positions of senior executives. However,
The general manager or other senior executives may concurrently serve as a the total number of directors who concurrently hold the positions of senior
director, but the total number of directors who concurrently serve as the executives and directors who are employee representatives shall not exceed
general manager or other senior executives and directors who are employee one-half of the total number of the Company's directors.
representatives shall not exceed half of the total number of directors of the
Company. A director needs not hold any shares in the Company.
A director needs not hold any shares in the Company.
5.1.2 Director candidates other than independent directors and employee 5.1.2 Director candidates other than independent directors and employee
directors shall be nominated by the Board of Directors and shareholders who directors shall be nominated by the Board of Directors and shareholders who
individually or jointly hold more than three percent of the issued shares of individually or jointly hold more than one percent of the issued shares of the
the Company and elected by the general meeting of shareholders of the Company. Company and elected by the shareholders' meeting of the Company. The Board of
The Board of Directors, Supervisory Committee, and the shareholders Directors and the shareholders individually or jointly holding more than one
individually or jointly holding more than one percent of the issued shares of percent of the issued shares of the Company can nominate the candidates of
the Company can nominate the candidates of independent directors who shall go independent directors who shall go through the election of the shareholders'
through the election of the general meeting of shareholders. Legally meeting. Legally established investor protection institutions may publicly
established investor protection institutions may publicly request shareholders request shareholders to entrust them to exercise the right to nominate
to entrust them to exercise the right to nominate independent directors on independent directors on their behalf.
their behalf.
5.1.3 Directors shall abide by laws, administrative regulations and these 5.1.3 Directors shall abide by the provisions of laws, administrative
Articles and shall assume the following duties of loyalty for the Company: regulations and these Articles. They shall take measures to avoid conflicts
between their own interests and the interests of the Company and shall not
(I) Shall not accept bribes or other illegal incomes by seek improper benefits by taking advantage of their positions. Directors shall
taking advantage of their powers, nor shall they embezzle the Company's have the following duties of loyalty to the Company:
property;
(I) Shall not embezzle the Company's property or
(II) Shall not misappropriate the Company's funds; misappropriate the Company's funds;
(III) Shall not deposit the Company's assets or funds in an (II) Shall not open accounts in their own names or in the
account opened in their names or the name of any other individual; names of other individuals to deposit the Company's funds;
(IV) Shall not violate these Articles or loan the Company's (III) Shall not take bribes or accept other illegal incomes by
funds to others or provide guarantee to others with the Company's property taking advantage of their powers;
without the prior consent of the general meeting of shareholders or the Board
of Directors; (IV) Shareholders may not enter into a contract or conduct a
transaction with the Company directly or indirectly without reporting to the
(V) Shall not violate the regulations of these Articles, or Board of Directors or the shareholders' meeting and obtaining a resolution of
enter into any contract or conduct any transaction with the Company without the Board of Directors or the shareholders' meeting in accordance with the
the consent of the general meeting of shareholders; provisions of these Articles;
(VI) Shall not take advantage of their positions to seek (V) Shareholders shall not take advantage of their positions
business opportunities for themselves or others that shall belong to the to seek business opportunities belonging to the Company for themselves or
Company, or operate businesses of the same kind as those of the Company for others, except where they report to the Board of Directors or the
themselves or others, without the consent of the general meeting of shareholders' meeting and the matter is adopted through a resolution of the
shareholders; shareholders' meeting, or where the Company is unable to take advantage of
such business opportunities in accordance with the provisions of laws,
(VII) Shall not accept or take possession of commissions from administrative regulations or these Articles;
transactions with the Company;
(VI) Without reporting to the Board of Directors or the
(VIII) Shall not disclose the Company's secrets without authorization; shareholders' meeting and having it adopted through a resolution of the
shareholders' meeting, shareholders shall not engage in the business of the
(IX) Shall not make use of their relationships to compromise the same kind as that of the Company on their own or for others.
interests of the Company;
(VII) Shall not accept commissions of transactions between others
(X) Other duties of loyalty specified by laws, administrative and the Company for their own use;
regulations, departmental rules, and these Articles.
(VIII) Shall keep business secrets, shall not disclose significant
Any income of a director in violation of the Article shall belong to the information that has not yet been disclosed by the Company, shall not obtain
Company; the director shall be liable for compensating any losses caused to improper benefits by taking advantage of insider information, and shall
the Company. fulfill the non-competition obligations agreed with the Company after leaving
their positions;
(IX) Shall not make use of their relationships to compromise the
interests of the Company;
(X) Shall protect the safety and integrity of the Company's
assets and shall not take advantage of their positions to harm the Company's
interests for the benefit of the Company's actual controllers, shareholders,
employees, themselves or other third parties;
(XI) Other duties of loyalty specified by laws, administrative
regulations, departmental rules, and these Articles.
Any income of a director in violation of the Article shall belong to the
Company; the director shall be liable for compensating any losses caused to
the Company.
The relatives of directors and senior executives, enterprises directly or
indirectly controlled by directors, senior executives or their relatives, as
well as related parties having other affiliated relationships with directors
and senior executives, who enter into contracts with or conduct transactions
with the Company, shall be subject to the provisions of Item (IV) of the first
paragraph of this article.
5.1.4 Directors shall abide by laws, administrative regulations and these 5.1.4 Directors shall abide by the provisions of laws, administrative
Articles, and shall assume the following duties of diligence to the Company: regulations and these Articles, and have the duty of diligence towards the
Company. When performing their duties, they shall exercise the reasonable care
(I) Exercise the rights granted by the Company in a that managers usually should have for the best interests of the Company.
prudent, conscientious, and diligent manner to ensure that the Company's Directors have the following duty of diligence to the Company:
business practices conform to the requirements of national laws,
administrative regulations, and national economic policies and that the (I) Exercise the rights granted by the Company in a
Company carries out business activities within the scope of business as prudent, conscientious, and diligent manner to ensure that the Company's
specified in its business license; business practices conform to the requirements of national laws,
administrative regulations, and national economic policies and that the
(II) Treat all shareholders fairly; Company carries out business activities within the scope of business as
specified in its business license;
(III) Stay informed about the Company's business operations and management;
(II) Treat all shareholders fairly;
(IV) Offer written confirmation for the regular reports of the
Company. Ensure that the information disclosed by the Company is true, (III) Stay informed about the Company's business operations and management;
accurate, and complete;
(IV) Shall sign a written confirmation of the Company's periodic
(V) Provide relevant information and data truthfully to the reports to ensure that the information disclosed by the Company is true,
Supervisory Committee and not impede the exercising of functions and powers by accurate and complete;
the Supervisory Committee or supervisors;
(V) Shall ensure that they have sufficient time and energy to
(VI) Other duties of diligence specified by laws, administrative participate in the Company's affairs. In principle, they shall attend the
regulations, departmental regulations, and these Articles. Board of Directors meetings in person. If they are unable to attend the Board
of Directors meetings in person due to certain reasons, they shall carefully
choose an entrustee. The authorized matters and decision-making intentions
shall be specific and clear, and they shall not entrust others with full
authority;
(VI) Shall prudently judge the risks and benefits that may arise
from the matters to be deliberated by the Company's Board of Directors and
express clear opinions on the matters under discussion. If they vote against
or abstain from voting in the Company's Board of Directors, they shall clearly
disclose the reasons, bases, improvement suggestions or measures for their
voting intentions;
(VII) Shall carefully read all the business and financial reports of
the Company as well as media reports, promptly understand and continuously pay
attention to the business operation and management status of the Company,
major events that have occurred or may occur in the Company and their impacts,
and promptly report the problems existing in the Company's business activities
to the Board of Directors. They shall not shirk their responsibilities on the
grounds that they are not directly engaged in business management or are
unaware of or unfamiliar with relevant matters.
(VIII) Pay attention to whether the Company's funds are occupied by
related parties or potential related parties or other issues that encroach on
the Company's interests. In case of any abnormal situation is found, promptly
report to the Board of Directors and take corresponding measures;
(IX) Carefully read the Company's financial and accounting
reports, and pay attention to whether there are significant compilation errors
or omissions in the financial and accounting reports, whether the main
accounting data and financial indicators have fluctuated significantly and
whether the explanations for the fluctuations are reasonable. If there are
doubts about the financial and accounting reports, one shall take the
initiative to conduct investigations or request the Board of Directors to
supplement the required materials or information.
(X) Actively promote the standardized operation of the
Company, urge the Company to fulfill its information disclosure obligations in
accordance with laws and regulations, promptly correct and report the
Company's violations, and support the Company in fulfilling its social
responsibilities;
(XI) Provide relevant information and data truthfully to the
Audit Committee and not impede the exercising of functions and powers by the
Audit Committee;
(XII) Other duties of diligence specified by laws, administrative
regulations, departmental regulations, and these Articles.
5.1.6 A director may resign before the expiration of his/her term of office. A 5.1.6 A director may resign before the expiration of his/her term of office. A
director shall submit a written resignation report to the Board of Directors director shall submit a written resignation report to the Company in case of
in case of his/her resignation. The Board of Directors shall disclose the his/her resignation. The resignation shall take effect on the date the Company
relevant circumstances within two (2) days. receives the resignation notice, and the Company shall disclose the relevant
circumstances within two (2) trading days.
If the members of the Board of Directors fall below the minimum legal
requirement due to a director's resignation, such director shall still perform If the members of the Board of Directors fall below the minimum legal
the duties according to the laws, administrative regulations, departmental requirement due to a director's resignation, such director shall still perform
rules, and Articles of Association until the appointment of a new director. the duties according to the laws, administrative regulations, departmental
The remaining directors shall convene an extraordinary general meeting of rules, and these Articles until the appointment of a new director. The
shareholders as soon as possible, to fill the vacancy due to the resignation. remaining directors in the Board of Directors shall convene an extraordinary
Before the resolution on the election matters of the directors made at the shareholders' meeting as soon as possible to elect a director to fill the
general meeting of shareholders, the functions and powers of the directors vacancy arising from such resignation. Before the resolution on the election
raising the resignation and the remaining directors in the Board of Directors matters of the directors made at the shareholders' meeting, the functions and
shall be restricted reasonably. powers of the directors raising the resignation and the remaining directors in
the Board of Directors shall be restricted reasonably.
Except as specified in the preceding paragraph, a director's resignation shall
take effect when his/her resignation report is delivered to the Board of
Directors.
5.1.7 Upon the effectiveness of a director's resignation or the expiration of 5.1.7 The Company shall establish a director resignation management system,
his/her term of office, the director shall complete all handover procedures specifying safeguard measures to hold directors accountable for unfulfilled
with the Board of Directors. The fiduciary duties owed to the Company and its public commitments and other outstanding matters, including recourse and
shareholders shall not automatically terminate upon the end of his/her tenure. compensation mechanisms. Upon the effectiveness of a director's resignation or
Furthermore, the obligation to maintain the confidentiality of the Company's the expiration of his/her term of office, the director shall complete all
trade secrets shall remain in effect even after their departure, until such handover procedures with the Board of Directors. The fiduciary duties owed to
secrets become publicly available information. The duration of other the Company and its shareholders shall not automatically terminate upon the
obligations shall be determined in accordance with the principle of fairness, end of his/her tenure. Furthermore, the obligation to maintain the
depending on the length of time between the occurrence of the event and the confidentiality of the Company's trade secrets shall remain in effect even
departure from office, and the circumstances and conditions under which the after their departure, until such secrets become publicly available
relationship with the Company ends. information. The duration of other obligations shall be determined in
accordance with the principle of fairness, depending on the length of time
between the occurrence of the event and the departure from office, and the
circumstances and conditions under which the relationship with the Company
ends. Directors shall remain liable for acts performed in the course of their
duties during their tenure, and such liability shall not be discharged or
terminated upon their departure from office.
Newly added. Original Articles 5.1.8 through 5.1.10 are renumbered as Articles 5.1.8 The shareholders' meeting may pass a resolution to dismiss a director,
5.1.9 through 5.1.11 accordingly. and the dismissal shall take effect on the date when the resolution is made.
If a director is dismissed without just cause before the expiration of his
term of office, the director may request compensation from the Company.
5.1.9 Where a director violates laws, administrative regulations, departmental 5.1.10 Where a director causes damage to third parties in the performance of
rules, or the provisions of these Articles of Association in the performance their duties, the Company shall be liable for compensation, provided that if
of their duties, thereby causing losses to the Company, such director shall be the director acted with intent or gross negligence, such Director shall also
liable for compensation. be personally liable for damages.
Where a director violates laws, administrative regulations, departmental
rules, or the provisions of these Articles of Association in the performance
of their duties, thereby causing losses to the Company, such director shall be
liable for compensation.
5.2.1 The Company shall set up a Board of Directors, which shall report to the 5.2.1 The Company shall set up a Board of Directors. The Board of Directors is
general meeting of shareholders. The Board of Directors is the main body of the main body of the Company's business decision-making, playing the role of
the Company's business decision-making, playing the role of setting strategy, setting strategy, making decisions and preventing risks, exercising the right
making decisions and preventing risks, exercising the right to make decisions to make decisions on major issues of the Company in accordance with the legal
on major issues of the Company in accordance with the legal procedures and the procedures and the Articles of Association, and strengthening the management
Articles of Association, and strengthening the management and supervision of and supervision of the Management.
the Management.
5.2.3 The Board of Directors consists of 9 directors, including 3 independent 5.2.3 The Board of Directors consists of 9 directors, including 3 independent
directors. The Board of Directors shall comprise one chairman, one vice directors. The Board of Directors shall comprise one chairman, one vice
chairman, and one employee director. Outside directors shall in principle chairman, and one employee director. The Chairman and the Vice Chairman shall
constitute the majority of the Board. For purposes of this article, "Outside be elected by a majority of the votes of all directors of the Board of
Directors" refers to a non-executive director who does not hold any other Directors. Outside directors shall in principle constitute the majority of the
position within the Company. Board. For purposes of this article, "Outside Directors" refers to a
non-executive director who does not hold any other position within the
Company.
5.2.4 The Board of Directors shall perform the following functions and powers: 5.2.4 The Board of Directors shall perform the following functions and powers:
(I) Review and determine the implementation of (I) Review and determine the implementation of
decisions and arrangements of the CPC Central Committee and major initiatives decisions and arrangements of the CPC Central Committee and major initiatives
of national development strategies; of national development strategies;
(II) Convene the general meeting of shareholders and (II) Convene the shareholders' meeting and report on
report the work to the general meeting of shareholders; its work to the shareholders' meeting;
(III) Implement the resolutions of the general meeting of (III) Implement the resolutions of the shareholders'
shareholders; meeting;
(IV) Formulate the operating policy and investment plan (IV) Decide the Company's business plans and investment
of the Company and decide the Company's business plans and investment plans; plans;
(V) Formulate the annual financial budget plan and (V) Formulate the profit distribution plan, profit
final accounting plan of the Company; distribution policy adjustment plan, loss recovery plans for the Company;
(VI) Formulate the profit distribution plan, profit (VI) Formulate the plans to increase or decrease
distribution policy adjustment plan, and loss recovery plans for the Company; registered capital, issue bonds or other securities, and list for the Company;
(VII) Formulate the plans to increase or decrease registered capital, (VII) Draw up the plans for the major acquisition, acquisition of the
issue bonds or other securities, and list for the Company; Company's stocks, or merger, division, dissolution, and alteration of the
Company;
(VIII) Draw up the plans for the major acquisition, acquisition of the
Company's stocks, or merger, division, dissolution, and alteration of the (VIII) Deliberate and approve related-party transactions between the
Company; Company and related natural persons with a transaction amount of more than RMB
300,000 (except for the guarantee provided by the Company, if it meets the
(IX) Deliberate and approve related-party transactions criteria for deliberation at the shareholders' meeting, it shall be submitted
between the Company and related natural persons with a transaction amount of to the shareholders' meeting for deliberation and approval after deliberation
more than RMB 300,000 (except for the guarantee provided by the Company, if it by the Board of Directors), and deliberate and approve related-party
meets the criteria for deliberation at the general meeting of shareholders, it transactions between the Company and related parties with a transaction amount
shall be submitted to the general meeting of shareholders for deliberation and of more than RMB 3 million and accounting for more than 0.5% of value of the
approval after deliberation by the Board of Directors), and deliberate and Company's net assets as audited in the latest term (except for the guarantee
approve related-party transactions between the Company and related parties provided by the Company, if it meets the criteria for deliberation at the
with a transaction amount of more than RMB 3 million and accounting for more shareholders' meeting, it shall be submitted to the shareholders' meeting for
than 0.5% of value of the Company's net assets as audited in the latest term deliberation and approval after deliberation by the Board of Directors).
(except for the guarantee provided by the Company, if it meets the criteria
for deliberation at the general meeting of shareholders, it shall be submitted The amount of related-party transactions between the Company and the same
to the general meeting of shareholders for deliberation and approval after related party, or transaction related to the type of transaction object
deliberation by the Board of Directors). between the Company and different related party, will be calculated according
to the principles of accumulative calculation for twelve (12) consecutive
The amount of related-party transactions between the Company and the same months;
related party, or transaction related to the type of transaction object
between the Company and different related party, will be calculated according (IX) Deliberate and approve the guarantees and other transactions that shall
to the principles of accumulative calculation for twelve (12) consecutive be reviewed by the Board of Directors as stipulated in 5.2.8 of these
months; Articles;
(X) Deliberate and approve the guarantees and other (X) Decide on the establishment of internal
transactions that shall be reviewed by the Board of Directors as stipulated in management organizations of the Company;
5.2.8 of these Articles;
(XI) Decide on the appointment or dismissal of the Company's
(XI) Decide on the establishment of internal general manager, secretary of the Board of Directors, and other senior
management organizations of the Company; executives according to relevant regulations and procedures, and determine
their remuneration, rewards, and punishments; appoint or dismiss the deputy
(XII) Decide on the appointment or dismissal of the Company's general manager, general managers, the chief accountant (chief financial officer), and the
secretary of the Board of Directors, and other senior executives according to general counsel according to the nomination of general manager and determine
relevant regulations and procedures, and determine their remuneration, their remuneration, rewards, and punishments.
rewards, and punishments; appoint or dismiss the deputy general managers, the
chief accountant (chief financial officer), and the general counsel according (XII) Formulate the basic management systems of the Company;
to the nomination of general manager and determine their remuneration,
rewards, and punishments. (XIII) Develop the methods of performance evaluation, sign annual and term
performance responsibility letters with the management members, and
(XIII) Formulate the basic management systems of the Company; scientifically and reasonably determine the performance evaluation results of
the Management members;
(XIV) Develop the methods of performance evaluation, sign annual and term
performance responsibility letters with the management members, and (XIV) Develop the salary management measures for senior executives, make the
scientifically and reasonably determine the performance evaluation results of salary distribution plan for senior executives, and establish and improve the
the Management members; restraint mechanism matching the incentives of the Management members;
(XV) Develop the salary management measures for senior executives, make (XV) Work out amendments to these Articles of Association;
the salary distribution plan for senior executives, and establish and improve
the restraint mechanism matching the incentives of the Management members; (XVI) Manage information disclosure matters of the Company;
(XVI) Work out amendments to these Articles of Association; (XVIII) Propose to the shareholders' meeting to hire or replace the
accounting firm as the auditor of the Company and determine its remuneration;
(XVII) Manage information disclosure matters of the Company;
(XVIII) Make major accounting policies and accounting estimate change
(XVIII) Propose to the general meeting of shareholders the plans of the Company;
appointment of an accounting firm as the auditor of the Company and its
remuneration; (XIX) Formulate the stock ownership incentive plan of the Company;
(XIX) Make major accounting policies and accounting estimate change plans (XX) Receive the working reports of the general manager and investigate his or
of the Company; her work;
(XX) Formulate the stock ownership incentive plan of the Company; (XXI) Decide on the establishment of special committees and the appointment
and dismissal of their relevant candidates;
(XXI) Receive the working reports of the general manager and investigate
his or her work; (XXII) Formulate a work report of the Board of Directors;
(XXII) Decide on the establishment of special committees and the appointment (XXIII) Decide on the Company's compliance management system, deliberate and
and dismissal of their relevant candidates; approve the basic system, system construction plan and annual report of
compliance management, promote the improvement of the compliance management
(XXIII) Formulate a work report of the Board of Directors; system and evaluate its effectiveness, study and decide on major matters of
compliance management, and decide on the setting and responsibilities of the
(XXVI) Decide on the Company's compliance management system, Compliance Management Department;
deliberate and approve the basic system, system construction plan and annual
report of compliance management, promote the improvement of the compliance (XXIV) Guide, inspect and evaluate the Company's internal audit, decide on the
management system and evaluate its effectiveness, study and decide on major person in charge of the Company's internal audit department, establish a
matters of compliance management, and decide on the setting and mechanism under which the audit department is responsible to the Board of
responsibilities of the Compliance Management Department; Directors, and deliberate on and approve the annual audit plan and important
audit reports;
(XXV) Other functions and powers granted by laws, administrative regulations,
departmental rules, and these Articles. (XXV) Other functions and powers granted by laws, administrative regulations,
departmental rules, these Articles or the shareholders' meeting.
When the Board of Directors makes any resolutions mentioned in the previous
paragraphs, Items (VII), (VIII) and (XVI), which shall be voted and approved When the Board of Directors makes any resolutions mentioned in the previous
by more than 2/3 of the directors, other items may generally be voted and paragraphs, Items (VI), (VII) and (XV), which shall be voted and approved by
approved by more than 1/2 of the directors attending the board meeting. more than 2/3 of the directors, other items may generally be voted and
approved by more than 1/2 of the directors attending the board meeting.
5.2.8 5.2.8
… …
(III) The external donations of the Company shall be approved by the Board of (III) The external donations of the Company shall be approved by the Board of
Directors, and the general manager shall be authorized to make decisions on Directors, and the general manager shall be authorized to make decisions on
matters with a single amount of RMB 30 million or less. matters with a single amount of RMB 20 million or less.
5.2.9 The Board of Directors shall comprise one chairman, one vice chairman, Article 5.2.9 is deleted. Articles 5.2.10 through 5.2.22 are renumbered as
and one employee director. The Chairman and the Vice Chairman shall be elected Articles 5.2.9 through 5.2.21, respectively.
by a majority of the votes of all directors of the Board of Directors.
5.2.13 The shareholders representing more than 1/10 of the voting rights, or 5.2.12 The shareholders representing more than 1/10 of the voting rights, or
1/3 of the Board of Directors or the Supervisory Committee, may put forward a 1/3 of the Board of Directors, the Audit Committee or independent directors
proposal to hold an extraordinary meeting of the Board of Directors. The acting upon approval by a majority of all independent directors, may put
chairman of the Board of Directors shall convene and preside over the Board forward a proposal to hold an extraordinary meeting of the Board of Directors.
meeting within ten days from receipt of the proposal. The chairman of the Board of Directors shall convene and preside over the
Board meeting within ten days from receipt of the proposal.
5.2.16 A meeting of the Board of Directors may not be held unless more than 5.2.15 A meeting of the Board of Directors may not be held unless more than
half of the directors are present. The Board of Directors shall make half of the directors are present. The Board of Directors shall make
resolutions. Except for the circumstances in which directors should avoid resolutions. Except for the circumstances in which directors should avoid
voting according to relevant laws, regulations, and the provisions of these voting according to relevant laws, regulations, and the provisions of these
Articles, more than half of the directors of the Company must vote for the Articles, more than half of the directors of the Company must vote for the
proposal. The Board of Directors shall make resolutions on guarantee matters proposal. The Board of Directors shall make resolutions on guarantee or
within its authority according to the provisions of these Articles. In financial support matters within its authority according to the provisions of
addition to the agreement of more than half of all directors of the Company, these Articles. In addition to the agreement of more than half of all
the resolutions must also be approved by more than two-thirds of the directors directors of the Company, the resolutions must also be approved by more than
present at the meeting. If it is stipulated in laws, administrative two-thirds of the directors present at the meeting, with prompt disclosure to
regulations, and these Articles that the Board of Directors shall obtain the be made thereafter. If it is stipulated in laws, administrative regulations,
consent of more directors when creating a resolution, such stipulation shall and these Articles that the Board of Directors shall obtain the consent of
apply. more directors when creating a resolution, such stipulation shall apply.
In voting on a resolution of the Board of Directors, each director shall have
one vote.
A5.2.17 If a director is associated with the enterprise involved in a 5.2.16 If a director has an affiliated relationship with the enterprise or
resolution of a meeting of the Board of Directors, he/she shall not exercise individual involved in the matters of the board meeting resolutions, the
the voting right on this resolution, nor shall he/she exercise the voting director shall promptly submit a written report to the Board of Directors.
right on behalf of other directors. The meeting of the Board of Directors may Directors with affiliated relationships shall not exercise the right to vote
be held if more than half of the unassociated directors attend, and the on such resolutions, nor shall they exercise the right to vote on behalf of
resolution made by the board meeting shall be passed by more than half of the other directors. The meeting of the Board of Directors may be held if more
unassociated directors. If the attendance of disinterested directors on the than half of the unassociated directors attend, and the resolution made by the
Board of Directors is less than three, the matter shall be submitted to the board meeting shall be passed by more than half of the unassociated directors.
general meeting of shareholders for deliberation. If the number of non-affiliated directors attending the board meeting is less
than three, the matter shall be submitted to the shareholders' meetings for
deliberation.
5.2.18 The voting method for resolutions of the Board of Directors is on-site 5.2.17 The meeting holding and voting method for resolutions of the Board of
voting, including voting by poll and voting by a show of hands. Directors is on-site voting, including voting by poll and voting by a show of
hands.
Provided that the directors are ensured to be able to fully express opinions,
the interim meeting of the Board of Directors can be held and a resolution can Provided that the directors are ensured to be able to fully express opinions,
be made by correspondence (including fax), and the resolution shall be signed the interim meeting of the Board of Directors can be held and a resolution can
by directors attending the meeting. be made by correspondence (including fax), and the resolution shall be signed
by directors attending the meeting.
Newly added Section III Independent Directors
New Articles 5.3.1 through 5.3.7 are inserted as follows: 5.3.1 Independent directors shall diligently perform their duties
in accordance with laws, administrative regulations, the CSRC rules, stock
exchange requirements, and these Articles of Association. They shall fulfill
their roles in decision-making of the Board of Directors, oversight and
checks-and-balances, and professional advisory functions, safeguarding the
Company's overall interests and protecting the lawful rights and interests of
minority shareholders.
5.3.2 Independent directors must maintain their independence. The
following persons shall not serve as independent directors:
(I) Persons holding positions in the Company or its affiliated enterprises,
including their spouses, parents, children, and key social relationships;
(II) Natural person shareholders directly or indirectly holding more than 1%
of the issued shares of the Company or among the top 10 shareholders of the
Company and their spouses, parents and children of such persons;
(III) Persons employed by the companies that directly or indirectly hold more
than five percent of the issued capital stock of the Company or the companies
among the top fire shareholders of the Company or their spouses, parents and
children of such persons;
(IV) Persons who work in the affiliated enterprises of the Company's
controlling shareholder and actual controller or their spouses, parents and
children of such persons;
(V) Persons who have major business dealings with the Company, its controlling
shareholders, actual controllers or their respective affiliated enterprises,
or persons who hold posts in companies with major business dealings with them,
their controlling shareholders and actual controllers;
(VI) Persons who provide financial, legal, consulting and sponsorship services
for the Company, its controlling shareholders, actual controllers or their
respective affiliated enterprises, including but not limited to all project
team persons of intermediaries providing service, reviewers at all levels,
persons signing the report, partners, directors, senior executives and
principals;
(VII) Persons who are covered under the circumstances listed in items (I) to
(VI) within the last twelve months;
(VIII) Other persons who do not have independence as stipulated by laws,
administrative regulations, provisions of the CSRC, business rules of the
Stock Exchange and these Articles.
The affiliated enterprises of the Company's controlling shareholder and actual
controller mentioned in items (IV) to (VI) of the preceding paragraph do not
include those controlled by the same state-owned asset management agency as
the Company or that have not formed an association relationship with the
Company according to relevant regulations.
Independent directors shall conduct self-examinations 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 incumbent
independent directors every year and issue special opinions, which shall be
disclosed together with the annual report.
5.3.3 Independent directors shall meet the following requirements:
(I) Have the qualification to serve as a director of a listed company in
accordance with laws, administrative regulations and other relevant
provisions;
(II) Have the independence specified in these Articles;
(III) Have basic knowledge of the operation of listed companies, and be
familiar with relevant laws, regulations and rules;
(IV) Have no less than five (5) years of professional experience in law,
accounting, economics, or other fields essential to the performance of
independent director duties;
(V) Demonstrate sound personal integrity with no record of material dishonesty
or other serious misconduct;
(VI) Other qualifications as required by laws, administrative regulations,
CSRC provisions, stock exchange rules, and these Articles of Association.
5.3.4 As members of the Board of Directors, independent directors
owe fiduciary duties of loyalty and diligence to the Company and all
shareholders, and shall prudently perform the following responsibilities:
(I) Participate in the decision-making of the Board of Directors and express
clear opinions on the matters discussed;
(II) Supervise potential material conflicts of interest between the Company
and its controlling shareholders, actual controllers, directors, or senior
executives, and safeguard the lawful rights and interests of minority
shareholders;
(III) Provide professional and objective suggestions on the Company's business
development to promote the decision-making level of the Board of Directors;
(IV) Perform other duties as stipulated by laws, administrative regulations,
the regulations of the CSRC, and these Articles.
5.3.5 Independent directors shall exercise the following special
functions and powers:
(I) Independently employ an intermediary to audit, consult or check specific
matters of the Company;
(II) Propose to the Board of Directors the convening of an extraordinary
shareholders' meeting;
(III) Propose to convene a meeting of the Board of Directors;
(IV) Solicit shareholders' rights from the shareholder in an open manner
according to law;
(V) Express independent opinions on matters that may damage the rights and
interests of the Company or minority shareholders;
(VI) Perform other functions and powers as stipulated by laws, administrative
regulations, the regulations of the CSRC, and these Articles.
For independent directors to exercise the functions and powers specified in
items (I) through (III) of the preceding paragraph, such exercise shall
require approval by a majority of all independent directors.
Where an independent director exercises the functions and powers outlined in
item (I), the Company shall disclose such exercise promptly. Where the
aforementioned functions and powers cannot be duly exercised, the Company
shall disclose the specific circumstances and reasons thereof.
5.3.6 The following matters shall be submitted to the Board of
Directors for deliberation after being approved by more than half of all
independent directors of the Company:
(I) Related-party transactions that shall be disclosed;
(II) Plans for change or exemption of commitments by the Company and related
parties;
(III) Decisions and measures taken by the Board of Directors of the listed
company to be acquired with respect to the acquisition;
(IV) Perform other matters as stipulated by laws, administrative regulations,
the regulations of the CSRC, and these Articles.
5.3.7 The Company has established a special meeting mechanism
attended by all independent directors. For matters such as related-party
transactions that are to be reviewed by the Board of Directors, prior approval
must be obtained from a special meeting of independent directors.
The Company shall hold special meetings of independent directors on a regular
or irregular basis. Matters specified under 5.3.5(1)(i) through (iii) and
Article 5.3.6 of these Articles of Association shall be subject to review and
approval by the independent directors' Special Committee.
The Special Meetings of independent directors may study and discuss other
matters of the Company as required.
The special meetings of independent directors shall be convened and presided
over by an independent director jointly elected by more than half of the
independent directors; if the convener fails to perform or is unable to
perform his/her duties, two or more independent directors may themselves
convene and elect a representative to preside over it.
Minutes of the meetings for the special meetings of independent directors of
the Company shall be made in accordance with the regulations, and the opinions
of the independent directors shall be set out in the minutes. Independent
directors shall sign the minutes of the meeting for confirmation.
The Company shall provide convenience and support for the special meetings of
independent directors.
Newly added Section 4 Special Committees of the Board of Directors
New Articles 5.4.1 through 5.4.9 are added. 5.4.1 The Company's Board of Directors shall establish an Audit
Committee, which shall exercise the powers and functions statutorily vested in
the Supervisory Committee under the Company Law.
5.4.2 The Audit Committee shall comprise three (3) members, all of
whom shall be directors who do not hold senior executive positions in the
Company. A majority of the Committee members shall be independent directors,
with the convener role to be assumed by an independent director possessing
professional accounting qualifications.
5.4.3 The Audit Committee shall be responsible for reviewing the
Company's financial information and disclosures, overseeing and evaluating
internal and external audits, and monitoring the internal control system. The
following matters shall be submitted to the Board of Directors for
deliberation only upon approval by a majority of all Audit Committee members:
(I) Disclosure of financial accounting reports and financial information in
periodic reports, as well as internal control evaluation reports;
(II) Appointment or dismissal of the accounting firm engaged for the audit of
the listed company;
(III) Appointment or dismissal of the financial officer of the listed company;
(IV) Changes in accounting policies or estimates, or material corrections of
accounting errors, except those resulting from changes in accounting
standards;
(V) Other matters as stipulated by laws, administrative regulations, the
regulations of the CSRC, and these Articles.
5.4.4 The Audit Committee shall meet at least once every quarter.
Upon the proposal of two or more members, or when the convener deems it
necessary, an extraordinary meeting may be convened. The Audit Committee
meeting must have the presence of more than two-thirds of its members in order
to be held.
Resolutions of the Audit Committee shall be passed by an affirmative vote of a
majority of its members.
Each member of the Audit Committee shall have one (1) vote in the adoption of
resolutions.
Resolutions of the Audit Committee shall be duly recorded in meeting minutes,
which shall be signed by all attending Committee members. The working rules of
the Audit Committee shall be formulated by the Board of Directors.
5.4.5 The Board of Directors shall establish specialized
committees, including the Strategy Committee, Nomination Committee,
Compensation and Evaluation Committee, and Environment, Social and Governance
(ESG) Committee, which shall perform their duties in accordance with these
Articles of Association and the authorization of the Board. Proposals from
such specialized committees shall be submitted to the Board for review and
decision. The working procedures of the specialized committees shall be
formulated by the Board of Directors.
5.4.6 The Strategy Committee is mainly for studying the long-term
development strategies and major investment decisions of the Company, and
offering pertinent suggestions.
5.4.7 Independent directors shall constitute a majority of the
Nomination Committee, with an independent director serving as its convener.
Main duties of the Nomination Committee:
(I) Research and propose recommendations on the selection criteria and
procedures for directors and senior executives;
(II) Select and appoint qualified candidates for directors and senior
executives;
(III) Review and provide recommendations on candidates for directors and
senior executives.
5.4.8 Independent directors shall constitute a majority of the
Remuneration and Assessment Committee, with an independent director serving as
its convener. Main duties of the Remuneration and Assessment Committee:
(I) Study the standard of assessing directors and senior executives, conduct
the assessment and offer suggestions;
(II) Study and examine the remuneration policy and program for directors and
senior executives.
5.4.9 The Committee on Environment, Society and Governance
(hereinafter referred to as the "ESG Committee") shall consist of no fewer
than five (5) members. The Chairman of the Company shall serve as the
Chairperson of the Committee, responsible for convening and presiding over its
meetings and activities.
The main duties of the ESG Committee:
(I) Deliberate ESG-related disclosure documents, including but not limited to
the Company's annual ESG special report;
(II) Research and provide recommendations on the Company's ESG-related
strategies and medium-to-long-term plans;
(III) Review and approve material ESG topics;
(IV) Oversee the identification, assessment, and management of ESG governance
activities, including objectives, risks, and opportunities;
(V) Study other material ESG matters affecting the Company and provide
recommendations;
(VI) Handle other matters authorized by the Board of Directors.
Chapter VI General Manager and Other Senior Executives Chapter VI Other Senior Executives
6.1 The Company shall have one general manager, who shall be appointed or 6.1 The Company shall have one general manager, who shall be appointed or
dismissed by the Board of Directors. dismissed at the discretion of the Board of Directors.
The Company shall have several deputy general managers who shall be appointed The Company shall have several deputy general managers who are appointed or
or dismissed by the Board of Directors. dismissed at the discretion of the Board of Directors.
The general manager, deputy general managers, chief accountant (financial The general manager, deputy general managers, chief accountant (financial
principal), secretary of the Board of Directors and general counsel shall be principal), secretary of the Board of Directors and general counsel shall be
the senior executives of the Company. the senior executives of the Company.
6.2 The provisions of Article 5.1.4 of these Articles concerning directors' 6.2 The provisions of these Articles concerning the circumstances under which
duties of loyalty and Items (IV) to (VI) of Article 5.1.5 concerning the individuals are prohibited from serving as directors, as well as the
duties of diligence shall also apply to senior executives. regulations concerning the resignation management system, shall also apply to
senior executives.
6.5 The general manager shall report to the Board of Directors and shall 6.5 The general manager shall report to the Board of Directors and shall
exercise the following functions and powers: exercise the following functions and powers:
… …
(IX) Decide on the appointment or dismissal of management personnel (IX) Decide to appoint or dismiss management personnel
other than those whose appointment or dismissal shall be decided by the Board other than those to be appointed or dismissed by the Board of Directors;
of Directors.
…
…
6.11 The senior executives of the Company shall faithfully perform their 6.11 The senior executives of the Company shall faithfully perform their
duties and safeguard the best interests of the Company and all shareholders. duties and safeguard the best interests of the Company and all shareholders.
Where a senior executive violates laws, administrative regulations, If any senior executive of the Company fails to faithfully perform his duties
departmental rules, or the provisions of these Articles in the performance of or violates his fiduciary duty, thus causing damage to the interests of the
their duties, thereby causing losses to the Company, such senior executive Company and the public shareholders, he shall be liable for compensation
shall be liable for compensation. Furthermore, if a senior executive fails to according to law.
faithfully perform their duties or breaches fiduciary obligations, resulting
in harm to the interests of the Company or public shareholders, they shall be
liable for damages in accordance with the
law.
New Article 6.12 is added, and the original Article 6.12 is renumbered as 6.12 Where a senior executive causes damage to third parties in the
Article 6.13 accordingly. performance of their duties, the Company shall be liable for compensation,
provided that if the senior executive acted with intent or gross negligence,
such director shall also be personally liable for damages. Where a senior
executive violates laws, administrative regulations, departmental rules, or
the provisions of these Articles in the performance of their duties, thereby
causing losses to the Company, such senior executive shall be liable for
compensation.
Chapter VII Supervisory Committee This Chapter is deleted in its entirety. All subsequent chapters are
renumbered accordingly, with current Chapters VIII through XV becoming
Chapters VII through XIV respectively.
8.2.2 The Party Committee's preliminary research and discussion of major 7.2.2 Major business management matters must be subject to
business and management matters shall be checked in place and attention shall preliminary research and discussion by the Party Committee before the Board of
be paid to whether the decision-making matters conform to the Party's Directors and others make decisions in accordance with their functions and
theories, course, principles, and policies, whether the Party Central powers and the prescribed procedures. The Party Committee of the Company shall
Committee's decision-making and deployment and the national development fully exercise its substantive oversight role over major operational and
strategy are implemented, whether it is conducive to promoting the management matters, dynamically optimize and refine the decision-making
high-quality development of enterprises, enhancing the competitiveness of authority for significant issues, and enhance the quality and efficiency of
enterprises, and maintaining and increasing the value of state-owned assets, preliminary research and discussions. Attention shall be paid to whether the
and whether it is conducive to safeguarding the interests of the public and decision-making matters conform to the Party's theories, course, principles,
the legitimate rights and interests of employees. The Party Committee shall and policies, whether the Party Central Committee's decision-making and
study and discuss major business and management matters, while the General deployment and the national development strategy are implemented, whether it
Counsel or the person in charge of the legal compliance institution shall is conducive to promoting the high-quality development of enterprises,
attend the meeting without voting rights and give legal opinions. enhancing the competitiveness of enterprises, and maintaining and increasing
the value of state-owned assets, and whether it is conducive to safeguarding
the interests of the public and the legitimate rights and interests of
employees. The Party Committee shall study and discuss major business and
management matters, while the General Counsel or the person in charge of the
legal compliance institution shall attend the meeting without voting rights
and give legal opinions.
9.1.1 Any person may not serve as the director, the supervisor, or the senior 8.1.1 Any person may not serve as the director or the senior
executive of the Company if such person: executive of the Company if such person:
(I) does not have civil capacity or with limited civil (I) does not have civil capacity or with limited civil
capacity; capacity;
(II) has been sentenced to prison for embezzlement, bribery, (II) has been sentenced to criminal punishment for embezzlement, bribery,
conversion of property, misappropriation of property, or sabotage of social embezzlement of property, misappropriation of property or sabotage of the
economic order, and less than five years have elapsed since the expiration of order of socialist market economy, or deprived of political rights for
the execution time; or deprived of political rights as a result of a criminal committing a crime, a suspended sentence has been pronounced within five years
conviction, and less than five years have elapsed since the expiration of the of the expiration of the sentence, and two years have not elapsed since the
execution time; expiration of the probation period;
(III) has served as a director, a factory chief, or the general manager of a (III) has served as a director, factory manager, or general manager of a
company or enterprise that underwent bankruptcy liquidation as a result of company or enterprise undergoing bankruptcy liquidation, and bears personal
mismanagement and has been personally responsible for such bankruptcy, and the responsibility for such bankruptcy, such individual shall be disqualified for
completion of the bankruptcy liquidation is less than three years ago; three years from the date of completion of the bankruptcy liquidation
proceedings;
(IV) has served as the legal representative of a company or enterprise whose
business license is revoked due to violation of laws, and has been personally (IV) served as the legal representative of a company or enterprise whose
liable for the revocation, and such revocation occurred less than three years business license was revoked due to legal violations, and bears personal
ago; responsibility for such revocation, such individual shall be disqualified for
three years from the date of revocation of the business license or compulsory
(V) has a considerable amount of personal debt that is due and outstanding; closure order;
(VI) has been prohibited by the CSRC from serving as directors, supervisors, (V) is listed by the people's court as a person subject to execution for
and senior executives in listed companies, and the prohibition term has not breach of trust due to a large amount of debts that are due and unpaid.
yet expired;
(VI) has been prohibited by the CSRC from serving as directors, and senior
(VII) is publicly recognized by any stock exchange as unfit to be a director, executives in listed companies, and the prohibition term has not yet expired;
supervisor, or senior executive of listed companies, and the term has not yet
expired; (VII) is publicly recognized by any stock exchange as unfit to be a director,
or senior executive of listed companies, and the term has not yet expired;
(VIII) Other circumstances specified by laws, administrative
regulations, or departmental rules. (VIII) Other circumstances specified by laws, administrative
regulations, or departmental rules.
For directors, supervisors, or senior executives elected, delegated, or
employed in violation of previous provisions, such election, delegation or For directors, or senior executives elected, delegated, or employed in
employment is null and void. In case any circumstance as set forth in this violation of previous provisions, such election, delegation or employment is
article occurs to directors, supervisors, or senior executives during their null and void. In case any circumstance as set forth in this article occurs to
terms of office, the Company shall immediately remove such person from their directors, supervisors, or senior executives during their terms of office, the
position. Company shall immediately remove such person from their position and terminate
all exercise of their authorities.
10.1.2 The Company shall disclose an annual report within four months from the 9.1.2 The Company shall submit and disclose an annual report to
end of each fiscal year, a semiannual report within two months from the end of the local offices of the CSRC and the stock exchange within four months of the
the first half of each fiscal year, and quarterly reports within one (1) month end of each fiscal year, a semiannual report to the CSRC and the stock
from the end of the first three and nine months of each fiscal year. exchange within two months from the end of the first half of each fiscal year,
and quarterly reports to the CSRC and the stock exchange within one month of
The above annual report, semiannual report, and quarterly reports shall be the end of the first three months and the first nine months of each fiscal
prepared according to the relevant laws, administrative regulations, and year.
regulations specified by the CSRC and the Shanghai Stock Exchange.
10.1.6 When distributing after-tax profits for the current year, the Company 9.1.6 The Company shall apply its surplus reserve funds to make up
shall allocate ten percent of its profits for the statutory provident fund. its losses, increase its production and business operations, or increase its
Once the cumulative amount of the statutory reserve fund reaches 50% of the capital by means of conversion.
Company's registered capital, the Company may not allocate further after-tax
profit to the statutory reserve fund. When distributing after-tax profits of the current year, the Company shall
allocate 10% of its profits for the statutory surplus reserve fund. Once the
If the statutory reserve of the company is insufficient to make up for the cumulative amount of the statutory reserve fund reaches 50% of the Company's
losses of the previous year, the profits of the current year shall be used to registered capital, the Company may not allocate further after-tax profit to
make up for the losses before the statutory reserve is withdrawn in accordance the statutory reserve fund.
with the provisions of the preceding paragraph.
If the statutory reserve of the company is insufficient to make up for the
After the drawing of the statutory surplus reserve fund by the Company from losses of the previous year, the profits of the current year shall be used to
the after-tax profits, it shall be determined through a resolution by the make up for the losses before the statutory reserve is withdrawn in accordance
general meeting of shareholders whether or not to draw an optional surplus with the provisions of the preceding paragraph.
reserve fund from the after-tax profits.
After the drawing of the statutory surplus reserve fund from the after-tax
The Company's after-tax profits remaining after it has made up its losses and profits by the Company, it shall be determined by the shareholders' meeting
made allocations to its surplus reserve shall be distributed in proportion to through resolution whether to draw an optional surplus reserve fund from the
the shareholdings of its shareholders unless these Articles of Association after-tax profits or not.
stipulate that the profits shall not be distributed in proportion to
shareholding ratios. The Company's after-tax profits remaining after it has made up its losses and
made allocations to its surplus reserve shall be distributed in proportion to
If the general meeting of shareholders violates the preceding paragraph by the shareholdings of its shareholders unless these Articles of Association
distributing profits to shareholders before the Company has made up its losses stipulate that the profits shall not be distributed in proportion to
and made allocations to the statutory surplus reserve, the profit distributed shareholding ratios.
in violation of regulations shall be returned to the Company by the
Shareholders. If the shareholders' meeting distributes profits to shareholders in violation
of the Company Law, the shareholders shall return the profits distributed in
If the Company holds the shares of its own company, it shall not be entitled violation of the regulations to the company; if losses are caused to the
to profit distribution. company, the shareholders and responsible directors, supervisors and senior
executives shall be liable for compensation.
If the Company holds the shares of its own company, it shall not be entitled
to profit distribution.
10.1.7 The Company shall apply its surplus reserve funds to make up its 9.1.7 To make up for the corporate losses with the capital reserve
losses, increase its production and business operations, or increase its funds, the optional reserve fund and the statutory reserve fund shall be used
capital by means of conversion. However, the capital reserve may not be used first. If they are still unable to make up for it, the capital reserve can be
to make up for the losses of the Company. The capital reserve includes the used in accordance with the regulations. The capital reserve includes the
following funds: following funds:
(I) The premium obtained from the issue exceeding the par (I) The premium obtained from the issue exceeding the par
value of the shares; value of the shares;
(II) Other incomes included in the capital reserve as stipulated by the (II) The portion of capital raised through the issuance of no-par value shares
competent department of finance under the State Council. that is not accounted for as registered capital;
Where the statutory surplus reserve fund is converted into capital, the (III) Other items stipulated by the finance department of the State Council to
remaining amount of such surplus reserve fund shall not be less than be included in the capital reserve.
twenty-five percent of the Company's registered capital prior to conversion.
When the statutory reserve fund is converted into an additional registered
capital, the retained amount of this reserve fund shall not be less than 25%
of the Company's registered capital before conversion.
10.1.8 The Company's profit distribution policy is: 9.1.8 The Company's profit distribution policy is:
… …
(III) Specific conditions and proportions for cash dividends (III) Specific conditions and proportions for cash dividends
Under the condition that the Company is profitable in the current year and has Under the condition that the Company is profitable in the current year and has
no unrecovered losses, if there are no major investment plans or major cash no unrecovered losses, if there are no major investment plans or major cash
expenditures, the Company shall distribute dividends in cash. expenditures, the Company shall distribute dividends in cash.
Major investment plans or major cash expenditures refer to that the Company Major investment plans or major cash expenditures refer to that the Company
plans to invest abroad, acquire assets or purchase equipment in the next 12 plans to invest abroad, acquire assets or purchase equipment in the next 12
months (except for the items of raised funds), and the accumulated expenditure months (except for the items of raised funds), and the accumulated expenditure
reaches or exceeds 30% of the latest audited net assets of the Company or a reaches or exceeds 30% of the latest audited net assets of the Company or a
single cash expenditure item exceeds RMB 500 million. single cash expenditure item exceeds RMB 500 million.
The profits accumulatively distributed in cash by the Company in the recent The profits accumulatively distributed in cash by the Company in the recent
three years are no less than thirty percent of the average annual profits three fiscal years are no less than thirty percent of the average annual
available for distribution in the recent three years. profits available for distribution in the recent three fiscal years.
…
10.1.9 Profit distribution procedures of the Company 9.1.9 Profit distribution procedures of the Company
(I) Before the announcement of a regular report, the Board of Directors will (I) Before the announcement of a regular report, the Board of Directors will
explore and formulate the annual profit distribution plan based on the explore and formulate the annual profit distribution plan based on these
Articles of Association and the Company's operational status. When the Company Articles and the Company's operational status. When the Company prepares a
prepares a cash dividend plan, the Board of Directors shall carefully explore cash dividend plan, the Board of Directors shall carefully explore and
and demonstrate the opportunity, conditions, minimum proportion, conditions of demonstrate the opportunity, conditions, minimum proportion, conditions of
adjustment, and decision-making procedure requirements of cash dividends. The adjustment, and decision-making procedure requirements of cash dividends. The
Board of Directors shall form the annual profit distribution plan on the basis Board of Directors shall form the annual profit distribution plan on the basis
of considering the sustained, robust, and scientific returns to all of considering the sustained, robust, and scientific returns to all
shareholders and the plan shall be submitted to the general meeting of shareholders and the plan shall be submitted to the shareholders' meeting for
shareholders for approval after being deliberated and approved by the Board of approval after being deliberated and approved by the Board of Directors.
Directors.
If independent directors believe that the specific plan for cash dividends may
If independent directors believe that the specific plan for cash dividends may harm the rights and interests of the Company or minority shareholders, they
harm the rights and interests of the Company or minority shareholders, they have the right to express independent opinions. If the Board of Directors has
have the right to express independent opinions. If the Board of Directors has not adopted or fully adopted the opinions of independent directors, the
not adopted or fully adopted the opinions of independent directors, the opinions of independent directors and the specific reasons for not adopting
opinions of independent directors and the specific reasons for not adopting them shall be recorded in the resolution of the Board of Directors and
them shall be recorded in the resolution of the Board of Directors and disclosed.
disclosed.
The independent director may solicit the opinions of the minority
The independent director may solicit the opinions of the minority shareholders, propose a dividend plan, and submit it to the Board of Directors
shareholders, propose a dividend plan, and submit it to the Board of Directors for discussion.
for discussion.
(II) In the process of decision-making and demonstration of the profit
(II) In the process of decision-making and demonstration of the profit distribution plan, the Board of Directors should actively communicate with
distribution plan, the Board of Directors should actively communicate with shareholders, especially small and medium shareholders, through various
shareholders, especially small and medium shareholders, through various channels, fully listen to the opinions and demands of small and medium
channels, fully listen to the opinions and demands of small and medium shareholders, and answer the concerns of small and medium shareholders in a
shareholders, and answer the concerns of small and medium shareholders in a timely manner.
timely manner.
(III) When a resolution on the profit distribution plan is passed at the
(III) When a resolution on the profit distribution plan is passed at the shareholders' meeting, or, after the Board of Directors formulates a specific
general meeting of shareholders, the Board of Directors shall complete such distribution plan based on the interim dividend conditions and ceiling
distribution of dividends (or shares) within two (2) months after the general approved by the annual shareholders' meeting for the following year, the Board
meeting of shareholders is held. of Directors shall complete such distribution of dividends (or shares) within
two (2) months after the shareholders' meeting is held.
10.2.1 The Company shall implement the internal audit system and 9.2.1 The Company implements an internal audit system that clearly
employ full-time auditors to conduct internal audit supervision against the defines the leadership structure, responsibilities and authority, personnel
Company's financial revenues and business activities. allocation, funding support, utilization of audit results, and accountability
measures for internal audit activities. The internal audit system of the
Company shall be implemented upon approval by the Board of Directors and will
be disclosed to the public.
New Articles 9.2.2 through 9.2.6 are added, and the original 10.2.2 is 9.2.2 The internal audit department of the Company conducts
deleted. supervision and inspection of business activities, risk management, internal
controls, and financial information.
9.2.3 The internal audit department is accountable to the Board of
Directors.
The internal audit department shall be subject to the oversight and guidance
of the Audit Committee during its supervision and inspection of the company's
business activities, risk management, internal controls, and financial
information. The internal audit department shall promptly report any
significant issues or findings directly to the Audit Committee.
9.2.4 The internal audit department is responsible for the
specific organization and implementation of the company's internal control
evaluation. The Company shall issue an annual internal control evaluation
report based on the evaluation report and related materials provided by the
internal audit department and reviewed by the Audit Committee.
9.2.5 The Audit Committee shall communicate with external audit
entities such as accounting firms and national audit institutions, and the
internal audit department should actively cooperate, providing necessary
support and collaboration.
9.2.6 The Audit Committee participates in the evaluation of the
head of the internal audit department.
10.3.2 The employment of an accounting firm by the Company shall be 9.3.2 The appointment and dismissal of the accounting firm must be
determined by the general meeting of shareholders, and the Board of Directors determined by the shareholders' meeting. The Board of Directors shall not
shall not appoint any accounting firm before obtaining approvals from the appoint an accounting firm before the decision of the shareholders' meeting.
general meeting of shareholders, except in circumstances specified in these
Articles.
10.3.5 The Company shall notify the accounting firm 30 days in advance 9.3.5 The Company shall notify the accounting firm 30 days in
when it dismisses or does not renew the appointment of the accounting firm, advance when it dismisses or does not renew the appointment of the accounting
and the accounting firm shall be allowed to state its opinions when the firm, and the accounting firm shall be allowed to state its opinions when the
general meeting of shareholders of the Company votes on the dismissal of the shareholders' meeting of the Company votes on the dismissal of the accounting
accounting firm. firm.
… …
Article 11.1.5 is deleted from the Company's Articles of Association. Articles 10.1.5 In case the Company's notice is delivered by a designated
11.1.6 and 11.1.7 are hereby renumbered as 10.1.5 and 10.1.6, respectively. person, the receiver shall sign (or stamp) on the service return receipt and
the date on which the receiver signs for the receipt shall be the date of
service; in case the Company's notice is sent through a mail, the fifth
working day after it is delivered to the post office shall be the date of
service; in case the Company's notice is given through a public announcement,
the data on which the public announcement is published for the first time
shall be the date of service; in case the Company's notice is sent by
facsimile, the date of transmission shall be deemed the date of delivery, as
evidenced by the facsimile machine's transmission report.
10.1.6 The accidental omission to give notice of the meeting to, or
the non-receipt of notice of the meeting by, a person entitled to receive
notice of the meeting shall not invalidate the meeting or the resolutions
passed at the meeting.
A new Article 11.1.2 is added. The original Articles 12.1.2 to 12.1.8 are 11.1.2 If the price paid for the merger does not exceed 10% of the net
renumbered as 11.1.3 to 11.1.9, respectively. assets of the Company, it may be conducted without the approval of the
shareholders' meeting, unless otherwise specified in these Articles.
If the merger of a company in accordance with the provisions of the preceding
paragraphs does not require a resolution of the shareholders' meeting, it
shall be approved by the Board of Directors.
12.1.3 In the case of a merger, the parties to the merger shall sign a 11.1.4 In the case of a merger, the parties to the merger shall sign a
merger agreement and prepare a balance sheet and an inventory of assets. The merger agreement and prepare a balance sheet and an inventory of assets. The
companies shall, within 10 days from the date the resolution on such merger is Company shall notify its creditors within ten days from the date of the merger
adopted, notify their creditors of the intended merger, and make an resolution and shall publish an announcement within thirty days in the media
announcement about it in the media designated by CSRC within 30 days designated by the CSRC, as well as in newspapers or on the National Enterprise
thereafter. Creditors may, within thirty days from receipt of the notice or, Credit Information Publicity System. Creditors may, within thirty days from
in the absence of such notice, within forty-five days from the date of the receipt of the notice or, in the absence of such notice, within forty-five
public announcement, request the Company to clear off their debts or to days from the date of the public announcement, request the Company to clear
provide the corresponding guarantees. off their debts or to provide the corresponding guarantees.
12.1.4 Upon merger of the Company, the creditor's rights and debts of 11.1.5 Upon the merger of the companies, the creditors' rights and
the merged parties shall be assumed by the surviving company or the newly debtor's liabilities of the merged companies shall be assumed by the surviving
formed company after merger. company or the newly formed company after the merger.
12.1.5 In case of division of the Company, its assets shall be divided 11.1.6 In case of division of the Company, its assets shall be divided
correspondingly. correspondingly.
When the Company is divided, a balance sheet and a list of property shall be When the Company is divided, a balance sheet and a list of property shall be
prepared. The companies shall, within 10 days from the date the resolution on prepared. The Company shall notify its creditors within ten days from the date
the division is adopted, notify their creditors of the intended merger, and of the division resolution and shall publish an announcement within thirty
make an announcement about it in the media designated by CSRC within 30 days days in the media designated by the CSRC, as well as in newspapers or on the
thereafter. National Enterprise Credit Information Publicity System.
12.1.7 Where the Company needs to decrease its registered capital, it 11.1.8 Where the Company needs to reduce its registered capital, a
must prepare a balance sheet and inventory. balance sheet and a list of assets will be prepared.
The Company shall notify its creditors within ten days from the date when the The Company shall notify its creditors within ten days from the date of the
resolution on reducing the registered capital is made, and publish an resolution of the shareholders' meeting to reduce the registered capital and
announcement within thirty days on any designated media by CSRC. Creditors shall publish an announcement within thirty days in the media designated by
may, within thirty days from receipt of the notice or, in the absence of such the CSRC, as well as in newspapers or on the National Enterprise Credit
notice, within forty-five days from the date of the public announcement, Information Publicity System. Creditors may, within thirty days from receipt
request the Company to clear off their debts or to provide the corresponding of the notice or, in the absence of such notice, within forty-five days from
guarantees. the date of the public announcement, request the Company to clear off their
debts or to provide the corresponding guarantees.
The registered capital of the Company after the decrease of capital shall not
be lower than the legal minimum limit. When the Company reduces its registered capital, it shall reduce the amount of
the proportion of the shareholders' capital contribution, unless otherwise
provided by laws or these Articles.
If the Company still incurs losses after making up for losses in accordance
with the provisions of Article 10.1.7 of these Articles, it may reduce its
registered capital to offset the losses. Where the registered capital is
reduced to cover losses, the Company shall neither distribute any assets to
shareholders nor release shareholders from their obligations to make capital
contributions or pay for their shares.
Where the registered capital is reduced in accordance with the preceding
paragraph, the provisions of Paragraph 2 of this article shall not apply.
However, the Company shall publish an announcement in newspapers or on the
National Enterprise Credit Information Publicity System within thirty (30)
days from the date the resolution of the shareholders' meeting on capital
reduction is adopted.
After reducing its registered capital in accordance with the preceding two
paragraphs, the Company shall not distribute profits until the aggregate
amount of its statutory reserve and discretionary reserve reaches fifty
percent (50%) of the Company's registered capital.
New Articles 11.1.9 and 11.1.10 are added. The original Article 11.1.9 is 11.1.9 If the Company reduces its registered capital in violation of
renumbered as 11.1.11. the provisions of the law and the Company Law, the shareholders shall return
the funds they have received, and if the capital contribution of the
shareholders is reduced, it shall be restored to its original state; and if
losses are caused to the Company, the shareholders and responsible directors
and senior executives shall be liable for compensation.
11.1.10 Shareholders shall not have preemptive rights to subscribe to new
shares issued by the Company to increase its registered capital. Unless
otherwise provided in these Articles or resolved by the shareholders' meeting,
shareholders shall not have preemptive rights.
12.2.1 The Company shall be dissolved for any of the following reasons: 11.2.1 The Company shall be dissolved for any of the following
reasons:
(I) The business term as stipulated by these Articles or
other dissolution causes hereunder occurs; (I) The business term as stipulated by these Articles or
other dissolution causes hereunder occurs;
(II) The general meeting of shareholders decides to dissolve
the Company; (II) The shareholders' meeting decides to dissolve the
Company;
(III) Dissolution is required as a result of the merger or
division of the Company; (III) Dissolution is required as a result of the merger or
division of the Company;
(IV) The Company is declared bankrupt in accordance with the law
due to the inability to pay off the matured liabilities. (IV) The Company has its business license revoked, is ordered to
close down, or is deregistered according to law;
(V) The Company has its business license revoked, or is
ordered to close down or is deregistered according to law; (V) Where the Company is confronted with serious difficulties in operation
and management, its continued existence may cause grievous losses to the
(VI) Where the Company is confronted with serious difficulties in operation interests of its shareholders and the difficulties cannot be surmounted
and management, its continued existence may cause grievous losses to the through other channels, the shareholders holding more than 10% of the total
interests of its shareholders and the difficulties cannot be surmounted voting rights held by all the shareholders of the Company may request a
through other channels, the shareholders holding more than 10% of the total people's court to dissolve the Company.
voting rights held by all the shareholders of the Company may request a
people's court to dissolve the Company. If the reasons for dissolution specified in the preceding paragraph occur, the
Company shall publicize the reasons through the National Enterprise Credit
Information Publicity System within 10 days.
12.2.2 The Company may continue to exist by amending these Articles under the 11.2.2 The Company may continue to exist by amending these Articles or
circumstances specified in Item (1) of Article 12.2.1 of the Articles of through a resolution of the shareholders' meeting under the circumstances
Association. specified in Item (I) or (II) of Article 12.2.1 of these Articles and has not
yet distributed assets to shareholders.
The amendment of these Articles in accordance with the preceding paragraph
shall be adopted by more than two-thirds of the voting rights held by the Any amendment to these Articles or resolution of the shareholders' meeting
shareholders attending the general meeting of shareholders. made pursuant to the preceding paragraph shall require approval by
shareholders representing at least two-thirds (2/3) of the voting rights
present at the shareholders' meeting.
12.2.3 Where the Company is dissolved under Items (I), (II), (V), or (VI) of 11.2.3 Where the Company is dissolved under Items (I), (II), (IV), or
Article 12.2.1 of these Articles, a liquidation group shall be established to (V) of Article 12.2.1 of these Articles, a liquidation group shall be
commence the liquidation within 15 days after a cause of dissolution occurs. established to conduct the liquidation within 15 days after a cause of
dissolution occurs.
The liquidation group shall be composed of directors or personnel determined
by the general meeting of shareholders. Where no liquidation group is formed The liquidation group is composed of directors, unless otherwise provided in
to carry out liquidation within the time limit, the creditors may apply to the these Articles or other directors are appointed by a resolution of the
people's court to designate persons concerned to form a liquidation group for shareholders' meeting. If the liquidation obligor fails to perform its
liquidation. liquidation obligations in time, thereby causing losses to the Company or its
creditors, it shall be liable for compensation.
If the Company is dissolved due to Item (IV) of Article 12.2.1, the people's
court shall organize shareholders, the relevant authorities, and professionals
to establish a liquidation group to carry out liquidation according to the
relevant laws.
If the Company is dissolved due to Item (V) of Article 12.2.1, the relevant
competent authorities shall organize shareholders, relevant authorities, and
relevant professionals to establish a liquidation group for liquidation.
12.2.4 If the Board of Directors decides to liquidate the Company (except for 11.2.4 If the Company is dissolved pursuant to Item (IV), Paragraph 1,
the liquidation due to the Company's declaration of bankruptcy), it shall Article 12.2.1, the Department or company registration authority that issues
state in the notice of the general meeting of shareholders convened for such the decision to revoke the business license, order closure, or cancel the
purpose that the Board of Directors has made a comprehensive investigation Company may apply to the People's Court to appoint relevant personnel to form
into the Company's conditions and believes that the Company can fully pay off a liquidation group for liquidation.
its debts within 12 months after the commencement of liquidation.
If the Board of Directors decides to liquidate the Company (except for the
After the resolution on liquidation is adopted by the general meeting of liquidation due to the Company's declaration of bankruptcy), it shall state in
shareholders, the functions and powers of the Board of Directors of the the notice of the shareholders' meeting convened for such purpose that the
Company shall be terminated immediately. Board of Directors has made a comprehensive investigation into the Company's
conditions and believes that the Company can fully pay off its debts within 12
The liquidation group shall, as instructed by the general meeting of months after the commencement of liquidation.
shareholders, report to the general meeting of shareholders at least once a
year on the income and expenditure of the liquidation group and the business After the resolution on liquidation is adopted by the shareholders' meeting,
and liquidation progress of the Company, and make a final report to the the functions and powers of the Board of Directors of the Company shall be
general meeting of shareholders at the end of the liquidation. terminated immediately.
The liquidation group shall, as instructed by the shareholders' meeting,
report to the shareholders' meeting at least once a year on the income and
expenditure of the liquidation group and the business and liquidation progress
of the Company, and make a final report to the shareholders' meeting at the
end of the liquidation.
12.2.5 The liquidation group shall exercise the following functions and powers 11.2.5 The liquidation group shall exercise the following functions
during the liquidation: and powers during the liquidation:
(I) Sort out corporate assets, and prepare a balance sheet (I) Sort out corporate assets, and prepare a balance sheet
and a property inventory separately; and a property inventory separately;
(II) Notify or announce to creditors; (II) Notify or announce to creditors;
(III) Handle the unsettled businesses related to the liquidation (III) Handle the unsettled businesses related to the liquidation
of the Company; of the Company;
(IV) Make full payment of unpaid taxes and the taxes incurred (IV) Make full payment of unpaid taxes and the taxes incurred
during liquidation; during liquidation;
(V) Identify creditor's rights and debts; (V) Identify creditor's rights and debts;
(VI) Distribute the remaining property of the Company after full (VI) Distribute the residual property of the Company after
payment of all debts; paying off debts;
(VII) Participate in civil litigation on behalf of the Company. (VII) Participate in civil litigation on behalf of the Company.
12.2.6 The liquidation group shall notify creditors within ten days from the 11.2.6 The liquidation group shall notify the creditors within ten
date of its establishment and shall make an announcement in the media days from its establishment, and shall make an announcement in the media
designated by the CSRC within sixty days. Creditors may, within thirty days designated by the CSRC, as well as in newspapers or on the National Enterprise
from receipt of the notice or, in the absence of such notice, within Credit Information Publicity System, within sixty days. Creditors may, within
forty-five days from the date of the public announcement, declare their rights thirty days from receipt of the notice or, in the absence of such notice,
to the liquidation group. within forty-five days from the date of the public announcement, declare their
rights to the liquidation group.
When declaring the creditor's rights, the creditors shall specify the relevant
matters relating to the creditor's rights and provide supporting materials. When declaring the creditor's rights, the creditors shall specify the relevant
The liquidation group shall register creditors' rights. matters relating to the creditor's rights and provide supporting materials.
The liquidation group shall register creditors' rights.
During the declaration of creditors' rights, the liquidation group shall not
pay off any of the debts of any creditor. During the declaration of creditors' rights, the liquidation group shall not
pay off any of the debts of any creditor.
12.2.7 The liquidation group shall prepare a liquidation plan and submit it to 11.2.7 The liquidation group shall prepare a liquidation plan and
the general meeting of shareholders or the people's court for confirmation submit it to the shareholders' meeting or the people's court for confirmation
upon the liquidation of the Company's assets and the preparation of the upon the liquidation of the Company's assets and the preparation of the
balance sheet and property inventory. balance sheet and property inventory.
Any of the Company's remaining property after paying off the liquidation Any of the Company's remaining property after paying off the liquidation
costs, employee salaries, social insurance expenditure, statutory costs, employee salaries, social insurance expenditure, statutory
compensation, underpaid taxes, and the Company's debts shall be allocated by compensation, underpaid taxes, and the Company's debts shall be allocated by
the Company to the Shareholders according to their types and ratios of the Company to the Shareholders according to their types and ratios of
shareholding. shareholding.
During liquidation, the Company continues to exist but shall not carry out any During liquidation, the Company continues to exist but shall not carry out any
operating activities unrelated to liquidation. Prior to the final settlement operating activities unrelated to liquidation. Prior to the final settlement
provided by the preceding paragraph, the Company's property shall not be provided by the preceding paragraph, the Company's property shall not be
allocated to the shareholders. allocated to the shareholders.
12.2.8 If, upon the liquidation of the Company's assets and the preparation of 11.2.8 If, upon the liquidation of the Company's assets and the
the balance sheet and property inventory, the liquidation group finds that the preparation of the balance sheet and property inventory, the liquidation group
Company's assets are insufficient to pay its debts, it shall file a bankruptcy finds that the Company's assets are insufficient to pay its debts, it shall
petition with the People's Court in accordance with the law. file a bankruptcy petition with the People's Court for bankruptcy according to
the law.
After the Company is adjudicated bankrupt by the people's court, the
liquidation group shall transfer the liquidation affairs to the people's After the people's court accepts the bankruptcy application, the liquidation
court. group shall transfer the liquidation affairs to the bankruptcy administrator
appointed by the people's court.
12.2.9 Upon completion of the liquidation of the Company, the liquidation 11.2.9 Upon completion of the liquidation of the Company, the
group shall prepare a liquidation report, submit it to the general meeting of liquidation group shall prepare a liquidation report, submit it to the
shareholders or the people's court for confirmation, as well as to the company shareholders' meeting or the people's court for confirmation, as well as to
registration authority for deregistration of the Company, and announce the the company registration authority for deregistration of the Company.
termination of the Company.
12.2.10 Members of the liquidation group shall faithfully carry out their 11.2.10 Members of the liquidation group shall perform their liquidation
tasks and strictly perform their liquidation duties in accordance with the duties and have the duty of loyalty and diligence.
law.
If a member of the liquidation group neglects to perform his liquidation
Members of the liquidation group shall not accept bribes or other illegal duties and causes losses to the Company, he/she shall be liable for
income or misappropriate any property of the Company by taking advantage of compensation; if the member of the liquidation group causes losses to
their functions and powers. creditors due to intentional or gross negligence, he/she shall be liable for
compensation.
Any member of the liquidation group who causes any loss to the Company or any
creditor due to his or her willful misconduct or gross negligence shall be
responsible for compensation.
13.2 In any of the following circumstances, the Company shall amend these 12.2 In any of the following circumstances, the Company will
Articles: amend these Articles:
(I) After the Company Law or other relevant laws and (I) When the Company Law or relevant laws and administrative
administrative regulations are amended, the matters stipulated in these regulations are amended, and the matters stipulated in these Articles conflict
Articles conflict with the amended laws and administrative regulations; with the amended laws and administrative regulations;
(II) The company's circumstances change, and are inconsistent (II) When the company's circumstances change, and are
with the matters recorded in these Articles; inconsistent with the matters recorded in these Articles;
(III) The general meeting of shareholders determines to modify (III) When the shareholders' meeting determines to modify these Articles.
these Articles.
15.1 Definition 14.1 Definition
(I) Controlling shareholder refers to a shareholder whose (I) Controlling shareholder refers to a shareholder whose
shares account for over 50% of the Company's total equity or a shareholder who shares exceed 50% of the Company's total equity or a shareholder who holds
holds less than 50% of the shares but whose voting rights are sufficient to less than 50% of the shares but whose voting rights are sufficient to have a
have a significant impact on the resolutions of the general meeting of significant impact on the resolutions of the shareholders' meeting.
shareholders.
(II) Actual controller refers to a natural person, legal person,
(II) Actual controller refers to a person who, though not a or other organization that can actually control the Company's behavior through
shareholder of the Company, can actually control the Company's behavior investment relationships, agreements, or other arrangements.
through investment relationships, agreements, or other arrangements.
(III) Affiliation refers to relations between the Company's
(III) Affiliation refers to relations between the Company's controlling shareholder, actual controller, directors, senior executives, and
controlling shareholder, actual controller, directors, supervisors, senior the enterprises indirectly or directly controlled by them or other relations
executives, and the enterprises indirectly or directly controlled by them or that may result in the transfer of the Company's interests. However, the
other relations that may result in the transfer of the Company's interests. affiliation among state-controlled enterprises is not only attributed to the
However, the affiliation among state-controlled enterprises is not only fact that they are all controlled by the state.
attributed to the fact that they are all controlled by the state.
15.2 The Board of Directors may formulate bylaws in accordance with the 14.2 The Board of Directors may formulate bylaws in accordance
provisions of these Articles. Such bylaws shall not conflict with the with the provisions of these Articles. The bylaws shall not conflict with the
provisions of these Articles. provisions of these Articles.
15.4 In terms of figures, when using words such as "above", "within" and "less 14.4 In terms of figures, when using words such as "above" and
than" in these Articles, such figures shall be included; when using words such "within", in these Articles, such figures shall be included; when using words
as "under", "beyond", "below", "exceeding", and "over", such figures shall be such as "not more than", "less than", "except", "lower than", "higher than"
excluded. and "more than", such figures shall be excluded.
The above proposal was deliberated and adopted at the 46th meeting of the 12th
Board of Directors of the Company on July 28, 2025. It is now hereby submitted
to all shareholders and shareholders' representatives for deliberation (as
special resolution).
AnnexⅠ: SDIC Power Holdings Co., Ltd. Articles of Association
Proposal II
SDIC Power Holdings Co., Ltd.
Proposal on Amending the Rules of Procedure of the General Meeting of
Shareholders
Dear shareholders and shareholder representatives,
Based on the operation context, SDIC Power Holdings Co., Ltd. (hereinafter
referred to the "Company") proposed to amend the Rules of Procedure of the
General Meeting of Shareholders according to the Guidance for Articles of
Association of Listed Companies (revised in 2025) issued by CSRC, the Rules
Governing the Listing of Stocks on Shanghai Stock Exchange (revised in April
2025) and the Rules of the Shareholders' Meeting of Listed Companies (revised
in 2025), other regulations and the Articles of Association etc., with details
as follows:
I. Overview of the Amendments to the Rules of Procedure of the general meeting
of shareholders
(I) The title of the Rule is the Rules of Procedure of the Shareholders'
Meeting.
(II) The term "general meeting of shareholders (股东大会）" in the body
of the rules is amended to "shareholders' meeting (股东会）".
(III) Provisions related to the Supervisory Committee and supervisors are
deleted, and the Audit Committee will exercise the functions of the
Supervisory Committee.
(IV) The powers of the shareholders' meeting are adjusted in accordance with
the Articles of Association.
Amendments related to the above items (I) to (III) will not be specifically
listed again.
II. Specific Amendments to the Provisions
Existing provision Amended provisions
(The new content is indicated by underline and bold.)
General meeting of shareholders Shareholders' meeting (All matters related to the general meeting of
shareholders in the Rules of Procedure of the Shareholders' Meeting shall be
uniformly adjusted to the shareholders' meeting).
Supervisors, Supervisory Committee Delete all provisions related to the Supervisory Committee and supervisors,
with the Audit Committee assuming the responsibilities of the Supervisory
Committee. A detailed comparison will no longer be provided.
Article 4 The general meeting of shareholders is an organ of authority in the Article 4 The shareholders' meeting is an organ of authority in the
Company and shall exercise the following functions and powers: Company and shall exercise the following powers:
(I) Determine the operation policy and investment plan of the Company; (I) Elect and change directors and decide the remuneration of directors;
(II) Elect and change the directors and supervisors who are not staff (II) Deliberate on and approve the reports of the Board of Directors;
representatives and decide the matters relating to their remunerations;
(III) Deliberate on and approve the profit distribution plan, profit
(III) Deliberate and approve the reports of the Board of Directors; distribution policy adjustment plan, loss recovery plans for the Company;
(IV) Deliberate and approve the reports of the Supervisory Committee; (IV) Make resolutions on the increase or reduction in the registered
capital of the Company;
(V) Deliberate and approve the annual financial budget plans and final account
plans of the Company; (V) Make resolutions on the issuance of the corporate bonds;
(VI) Deliberate and approve the profit distribution plan, profit distribution (VI) Make resolutions on the Company's acquisition of its own shares
policy adjustment plan, loss recovery plans for the Company; or on merger, division, dissolution, liquidation or alteration of the
Company's form;
(VII) Make resolutions on the increase or decrease of the Company's registered
capital; (VII) Deliberate on and approve the amendment plan for the Articles of
Association;
(VIII) Make resolutions on the issuance of corporate bonds;
(VIII) Make resolutions on the appointment, dismissal or non-reappointment
(IX) Make resolutions on the Company's acquisition of its own shares or on of the accounting firm that undertakes the audit business of the Company;
merger, division, dissolution, liquidation or alteration of the Company's
form; (IX) Deliberate on and approve the matter that the Company purchases
or sells any major asset which exceeds 30% of the Company's total assets as
(X) Deliberate and approve the amendment plan for the Articles of Association; audited in latest term;
(XI) Make resolutions on the Company's hiring, dismissal or non-renewal of the (X) Deliberate on and approve the proposed related-party transaction (except
accounting firm; that the Company provides guarantees, receives cash assets and debts which
purely reduce the Company's obligations) amounting to more than RMB 30 million
(XII) Deliberate and approve the matter that the Company purchases or sells between the Company and related party and such significant related-party
any major asset which exceeds 30% of the Company's total assets as audited in transaction accounts for more than five percent of absolute value of the
the latest term; Company's net assets attributable to parent company as audited in latest term;
(XII) Deliberate and approve the proposed related-party transaction (except The amount of related-party transactions between the Company and the same
that the Company provides guarantees, receives cash assets and debts which related party, or transaction related to the type of transaction object
purely reduce the Company's obligations) amounting to more than RMB 30 million between the Company and different related party, will be calculated according
between the Company and related party and such significant related-party to the principles of accumulative calculation for twelve (12) consecutive
transaction accounts for more than five percent (5% included) of absolute months;
value of the Company's net assets attributable to parent company as audited in
latest term; (XI) Deliberate on and approve the following matters regarding
external guarantees:
The amount of related-party transactions between the Company and the same
related party, or transaction related to the type of transaction object 1. Any guarantee provided after the total external guarantee provided by
between the Company and different related party, will be calculated according the Company and its controlled subsidiaries has exceeded fifty percent of the
to the principles of accumulative calculation for twelve (12) consecutive Company's net assets as audited in the latest term;
months;
2. Any guarantee provided after the total external guarantee provided by
(XIV) Deliberate and approve the following external guarantee matters: the Company and its controlled subsidiaries has exceeded thirty percent of the
Company's total assets as audited in the latest term;
1. Any guarantee provided after the total external guarantee provided by
the Company and its controlled subsidiaries has exceeded fifty percent of the 3. Any guarantee provided to others after the amount of the guarantee,
Company's net assets as audited in the latest term; calculated on a cumulative basis within twelve consecutive months according to
the principle of cumulative calculation of the guaranteed amount, exceeds 30%
2. Any guarantee provided after the amount of total guarantee provided by the of the Company's total assets as audited in the latest term;
Company and its controlled subsidiaries has exceeded thirty percent of the
listed Company's latest audited total assets; 4. Any guarantee provided to a party who has an asset-liability ratio in
excess of seventy percent;
3. Any guarantee provided after the guaranteed amount has exceeded thirty
percent of the Company's latest audited total assets calculated based on the 5. Any single guarantee with the amount in excess of ten percent of the
principles of cumulative calculation for twelve (12) consecutive months; Company's net assets as audited in the latest term;
4. Any guarantee provided to a party who has an asset-liability ratio in 6. Any guarantee provided for shareholders, actual controllers and their
excess of seventy percent; related parties;
5. Any single guarantee with the amount in excess of ten percent of the (XII) Deliberate on and approve matters concerning changing the
Company's net assets as audited in the latest term; purpose of raised funds;
6. Any guarantee provided for shareholders, actual controllers and their (XIII) Deliberate on the stock ownership incentive plan and employee stock
related parties; ownership plan;
(XV) Deliberate and approve matters concerning changing the purpose of raised (XIV) Deliberate on the repurchase of shares by the Company;
funds;
(XV) Deliberate on the transaction behaviors (except that the Company
(XVI) Deliberate the stock ownership incentive and employee stock ownership provides financial support, provides guarantees, receives cash assets and
plan; debts which purely reduce the Company's obligations) in respect of the Company
and its controlled subsidiaries and such transaction meets one of the
(XVII) Deliberate the repurchase of shares by the Company; following standards:
(XVIII) Review the transaction behaviors (except that the Company provides 1. The total amount of the assets involved in such transaction (calculated
guarantees, receives cash assets and debts which purely reduce the Company's based on the higher of the book value and estimated value if both exist)
obligations) in respect of the Company and its controlled subsidiaries and accounts for more than fifty percent of the Company's total assets as audited
such transaction meets one of the following standards: in the latest term;
1. The total amount of the assets involved in such transaction (calculated 2. The net assets involved in the transaction object (such as equity)
based on the higher of the book value and estimated value if both exist) (calculated based on the higher of the book value and estimated value if both
accounts for more than fifty percent of the Company's total assets as audited exist) account for more than fifty percent of the Company's net assets as
in the latest term; audited in the latest term, with an absolute amount of more than RMB 50
million;
2. The net assets involved in the transaction object (such as equity)
(calculated based on the higher of the book value and estimated value if both 3. The transaction amount (including the debts and expenses assumed)
exist) account for more than fifty percent of the Company's net assets as accounts for more than fifty percent of the Company's net assets as audited in
audited in the latest term, with an absolute amount of more than RMB 50 the latest term, with an absolute amount of above RMB 50 million;
million;
4. Profits from the transaction account for more than fifty percent of the
3. The transaction amount (including the debts and expenses assumed) net profit of the Company as audited in the latest fiscal year, with an
accounts for more than fifty percent of the Company's net assets as audited in absolute amount of above RMB 5 million;
the latest term, with an absolute amount of above RMB 50 million;
5. Relevant operating revenue of the transaction object (such as equity)
4. Profits from the transaction account for more than fifty percent of the in the latest fiscal year accounts for more than fifty percent of the total
net profit of the Company as audited in the latest fiscal year, with an operating revenue of the Company as audited in the latest fiscal year, with an
absolute amount of above RMB 5 million; absolute amount of above RMB 50 million;
5. Relevant operating revenue of the transaction object (such as equity) 6. Relevant net profit of the transaction object (such as equity) in the
in the latest fiscal year accounts for more than fifty percent of the total latest fiscal year accounts for more than fifty percent of the total net
operating revenue of the Company as audited in the latest fiscal year, with an profit of the Company as audited in the latest fiscal year, with an absolute
absolute amount of above RMB 50 million; amount of above RMB 5 million.
6. Relevant net profit of the transaction object (such as equity) in the If these Articles of Association or laws and regulations provide otherwise for
latest fiscal year accounts for more than fifty percent of the total net the consideration and voting of transaction behaviors, the relevant provisions
profit of the Company as audited in the latest fiscal year, with an absolute shall be followed.
amount of above RMB 5 million.
If the data involved in the above indicators is negative, the absolute value
If these Articles of Association or laws and regulations provide otherwise for shall be taken for the calculation. The term "transaction" as defined in these
the consideration and voting of transaction behaviors, the relevant provisions Rules includes the following: purchase or sale of assets; overseas investment
shall be followed. (including entrusted wealth management, investment in subsidiaries, etc.);
provision of financial support (including interest-bearing or interest-free
If the data involved in the above indicators is negative, the absolute value loans, entrusted loans, etc.); provision of guarantees (including guarantees
shall be taken for the calculation. The term "transaction" as defined in these for controlled subsidiaries, etc.); lease-in or lease-out of assets;
Rules includes the following: purchase or sale of assets; overseas investment entrustment or trusteeship of assets and business; donation or receipt of
(including entrusted wealth management, investment in subsidiaries, etc.); donated assets; debt and debt restructuring; signing of license agreements;
provision of financial support (including interest-bearing or interest-free transfer or acquisition of research and development projects; waiver of rights
loans, entrusted loans, etc.); provision of guarantees (including guarantees (including waiver of preemptive right to purchase, preemptive right to
for controlled subsidiaries, etc.); lease-in or lease-out of assets; subscribe for capital contributions, etc.); other transactions recognized by
entrustment or trusteeship of assets and business; donation or receipt of the Shanghai Stock Exchange (none of the above transactions include the
donated assets; debt and debt restructuring; signing of license agreements; purchase of raw materials, fuels and power; provision or receipt of labor
transfer or acquisition of research and development projects; waiver of rights services, etc.; as well as the sale of products and commodities, etc.; project
(including waiver of preemptive right to purchase, preemptive right to contracting and other transactions related to daily operations, but such asset
subscribe for capital contributions, etc.); other transactions recognized by purchase or sale activities involved in asset swaps are still included).
the Shanghai Stock Exchange (none of the above transactions include the
purchase of raw materials, fuels and power; provision or receipt of labor (XVI) Deliberate on proposals from shareholders who, individually or in
services, etc.; as well as the sale of products and commodities, etc.; project the aggregate, hold more than one percent of the shares representing the
contracting and other transactions related to daily operations, but such asset voting rights of the Company;
purchase or sale activities involved in asset swaps are still included).
(XVII) Financial support matters that meet the following conditions:
(XIX) Deliberate proposals from shareholders who, individually or in the
aggregate, hold more than three percent of the shares representing the voting 1. The amount of single financial support exceeds 10% of the net assets of
rights of the Company; the Company as audited in the latest term;
(XX) Deliberate other matters required to be determined by the general meeting 2. The latest financial statement data of the funded object shows that the
of shareholders, as agreed by laws, administrative regulations, departmental asset-liability ratio exceeds 70%;
regulations, or these Articles of Association.
3. The accumulated amount of financial support in the last 12 months
exceeds 10% of the net assets of the Company as audited in the latest term;
4. Other circumstances as stipulated by CSRC, the stock exchange or the
Articles of Association.
If the recipient of the financial support is a controlled subsidiary within
the scope of the Company's consolidated financial statements and the other
shareholders of such controlled subsidiary do not include the controlling
shareholder, the actual controller and their related parties of the listed
company, it may be exempted from the application of the provisions of the
preceding paragraph.
(XVIII) Deliberate on other matters required to be determined by
the shareholders' meeting, as agreed by laws, administrative regulations,
departmental regulations, or these Articles of Association.
When the shareholders' meeting of the Company deliberates on the third
situation under Item (XI) of the preceding paragraph, it shall be adopted by
more than two-thirds of the voting rights held by the shareholders present at
the meeting.
The shareholders' meeting may authorize the Board of Directors to make
resolutions on the issuance of corporate bonds.
Article 5 The general meeting of shareholders is divided into the Annual Article 5 The shareholders' meetings are divided into annual
general meeting of shareholders and the Extraordinary general meeting of shareholders' meeting and extraordinary shareholders' meeting. The annual
shareholders. The Annual general meeting of shareholders shall be held shareholders' meeting shall be held annually within six (6) months after the
annually within six (6) months after the end of the preceding fiscal year. end of the preceding fiscal year.
In case of any one of the following circumstances, the Company shall hold an In case of any one of the following circumstances, the Company shall hold an
Extraordinary general meeting of shareholders within two (2) months from the extraordinary shareholders' meeting within two (2) months from the date of
date of occurrence of the relevant fact: occurrence of the relevant fact:
(I) The number of directors is less than six; (I) The number of directors is less than six;
(II) The Company's unrecovered losses reach one-third of the total share (II) The Company's unrecovered losses reach one-third of the total share
capital; capital;
(III) Shareholder(s) who individually or jointly hold more than ten percent of (III) Shareholder(s) who individually or jointly hold more than ten
the Company's shares make(s) a request to hold such a meeting; percent of the Company's shares (including preferred shares with the
restoration of voting rights, etc.) make(s) a request to hold such a meeting;
(IV) The Board of Directors deems it necessary to convene such a
meeting; (IV) The Board of Directors deems it necessary to convene such a
meeting;
(V) The Supervisory Committee proposes it;
(V) The Audit Committee proposes to convene such a meeting;
(VI) Such a meeting is required in other circumstances prescribed by
laws, administrative regulations, and departmental rules or the Articles of (VI) Such a meeting is required in other circumstances prescribed by
Association. laws, administrative regulations, and departmental rules or the Articles of
Association.
Article 7 Shareholders, the Supervisory Committee, or independent Article 7 The shareholders who propose to convene an extraordinary
directors proposing to convene a general meeting of shareholders shall sign shareholders' meeting, the Audit Committee and the independent directors shall
one or more written requests in the same format, urging the Board of Directors ensure that the content of the proposals they put forward falls within the
to call an extraordinary general meeting of shareholders. They must also scope of authority of the shareholders' meeting, has clear topics and specific
provide a complete proposal outlining the agenda and content of the meeting. resolution items, and complies with the provisions of laws, administrative
Proposing shareholders, the Supervisory Committee, and independent directors regulations and the Articles of Association.
shall ensure that the content of their proposals falls within the scope of
authority of the general meeting of shareholders, includes clear agenda items
and specific resolutions, and complies with applicable laws, regulations, and
the provisions of the Articles of Association.
Article 8 With the consent of more than half of all independent directors, Article 8 The Board of Directors shall convene the shareholders'
independent directors have the right to propose to the Board of Directors to meeting on time within the prescribed time limit. With the consent of more
convene an Extraordinary general meeting of shareholders. Where independent than half of all independent directors, independent directors have the right
directors exercise such right of proposal, the Company shall disclose to propose to the Board of Directors to convene an extraordinary shareholders'
promptly. Where the above-mentioned functions and powers cannot be normally meeting. Where independent directors exercise such right of proposal, the
exercised, the Company shall disclose the specific circumstances and reasons. Company shall disclose promptly. Where the above-mentioned right cannot be
The Board of Directors shall, subject to the provisions of laws, normally exercised, the Company shall disclose the specific circumstances and
administrative regulations, and the Articles of Association, give a written reasons. The Board of Directors shall, subject to provisions of laws,
response to agree or disagree to hold an extraordinary general meeting of administrative regulations, and the Articles of Association, give a written
shareholders within ten (10) days after receipt of the proposal for the response to agree or disagree to hold an extraordinary shareholders' meeting
extraordinary general meeting of shareholders by independent directors. within ten (10) days after its receipt of the proposal for the extraordinary
shareholders' meeting by independent directors.
Where the Board of Directors agrees to convene an extraordinary general
meeting of shareholders, the notice of convening the extraordinary general Where the Board of Directors agrees to convene an extraordinary shareholders'
meeting of shareholders will be issued within five (5) days after the meeting, the notice of convening the extraordinary shareholders' meeting will
resolution of the Board of Directors is made. Where the Board of Directors be issued within five (5) days after the resolution of the Board of Directors
does not agree to convene an extraordinary general meeting of shareholders, it is made. Where the Board of Directors does not agree to convene an
shall explain the reasons and make an announcement. extraordinary shareholders' meeting, it shall explain the reasons and make an
announcement.
Article 9 The Supervisory Committee has the right to propose to the Board of Article 9 When the Audit Committee proposes to the Board of
Directors for an extraordinary general meeting of shareholders and such Directors to convene an extraordinary shareholders' meeting, it shall put
proposal shall be in writing. The Board of Directors shall, in accordance with forward the proposal to the Board of Directors in written form. The Board of
the provisions of laws, administrative regulations, and the Articles of Directors shall, in accordance with the provisions of laws, administrative
Association, give written feedback on whether or not to agree to convene an regulations, and the Articles of Association, give written feedback on whether
extraordinary general meeting of shareholders within ten days after receiving or not to agree to convene an extraordinary shareholders' meeting within ten
the proposal. (10) days after receiving the proposal.
If the Board of Directors agrees to hold the extraordinary general meeting of If the Board of Directors agrees to convene an extraordinary shareholders'
shareholders, it shall give a notice thereof within five (5) days after its meeting, it shall issue a notice of convening the shareholders' meeting within
resolution is made and any change to the original proposal in such notice five (5) days after making the Board of Directors' resolution. For any changes
shall be approved by the Supervisory Committee. to the original proposal in the notice, the consent of the Audit Committee
shall be obtained.
Where the Board of Directors disagrees to hold the extraordinary general
meeting of shareholders or fails to give a response within ten (10) days after If the Board of Directors does not agree to convene an extraordinary
its receipt of the proposal, it shall be deemed as the disability or failure shareholders' meeting or fails to give feedback within ten (10) days after
of the Board of Directors to perform its duty to call a general meeting of receiving the proposal, it shall be deemed that the Board of Directors is
shareholders, and the Supervisory Committee may call and preside over the unable to perform or fails to perform its duty of convening the shareholders'
general meeting of shareholders by itself. meeting. In such a case, the Audit Committee convene and preside over the
meeting on its own.
Article 10 Shareholders who individually or jointly hold more than 10% Article 10 Shareholders who individually or jointly hold more than 10%
of the Company's shares and request the Board of Directors to convene an of the Company's shares (including preferred shares with the restoration of
extraordinary general meeting of shareholders shall put forward the request to voting rights, etc.) and request the Board of Directors to convene an
the Board of Directors in written form and clarify the topics of the meeting. extraordinary shareholders' meeting shall put forward the request to the Board
The Board of Directors shall, in accordance with the provisions of laws, of Directors in written form and clarify the topics of the meeting. The Board
administrative regulations, and the Articles of Association, give written of Directors shall, in accordance with the provisions of laws, administrative
feedback on whether or not to agree to convene an extraordinary general regulations, and the Articles of Association, give written feedback on whether
meeting of shareholders within ten days after receiving the written request. or not to agree to convene an extraordinary shareholders' meeting within ten
days after receiving the written request.
If the Board of Directors agrees to hold an extraordinary general meeting of
shareholders, it shall give a notice thereof within five (5) days after its If the Board of Directors agrees to convene an extraordinary shareholders'
resolution is made and any change to the original request in such notice shall meeting, it shall issue a notice of convening the shareholders' meeting within
be approved by related shareholders. five (5) days after making the Board of Directors' resolution. For any changes
to the original request in the notice, the consent of the relevant
When the Board of Directors disapproves the convening of the extraordinary shareholders shall be obtained.
general meeting of shareholders or fails to provide feedback within ten (10)
days after receipt of the proposal, shareholders who individually or jointly If the Board of Directors does not agree to convene an extraordinary
hold more than 10% of the Company's shares shall have the right to propose to shareholders' meeting or fails to give feedback within ten (10) days after
the Supervisory Committee to convene an extraordinary general meeting of receiving the request, shareholders who individually or jointly hold more than
shareholders and shall submit a request in writing to the Supervisory 10% of the Company's shares (including preferred shares with the restoration
Committee. of voting rights, etc.) shall have the right to propose to the Audit Committee
to convene an extraordinary shareholders' meeting and shall put forward the
Where the Supervisory Committee agrees to hold the extraordinary general request to the Audit Committee in written form.
meeting of shareholders, it shall give a notice of convening the general
meeting of shareholders within five (5) days after its receipt of the request, If the Audit Committee agrees to convene an extraordinary shareholders'
and any change to the original proposal in such notice shall be approved by meeting, it shall issue a notice of convening the shareholders' meeting within
relevant shareholders. five (5) days after receiving the request. For any changes to the original
request in the notice, the consent of the relevant shareholders shall be
Where the Supervisory Committee fails to give a notice of the general meeting obtained.
of shareholders within the prescribed time limit, it shall be deemed that the
Supervisory Committee does not convene and preside over the general meeting of If the Audit Committee fails to issue the notice of the shareholders' meeting
shareholders, and shareholders individually or collectively holding more than within the prescribed time limit, it shall be deemed that the Audit Committee
10% of the Company's shares for more than ninety (90) consecutive days may does not convene and preside over the shareholders' meeting. Shareholders who
convene and preside over the meeting on their own. individually or jointly hold more than 10% of the Company's shares (including
preferred shares with the restoration of voting rights, etc.) for more than
ninety (90) consecutive days may convene and preside over the meeting on their
own.
Article 13 All costs and expenses as necessary for the general meeting Article 13 For the shareholders' meeting convened by the Audit Committee
of shareholders convened by the Supervisory Committee or shareholders shall be or shareholders on their own, the expenses necessary for the meeting shall be
borne by the Company. Where the Board of Directors does not agree to convene borne by the Company.
the general meeting of shareholders due to Paragraph 3 of Article 4.3.3 in the
Articles of Association, the Supervisory Committee or the shareholders shall
convene a general meeting of shareholders. The expenses shall be deducted from
the amount owed by the Company to a defaulted director.
Article 15 Where the Company convenes the general meeting of shareholders, the Article 15 When the Company convenes a shareholders' meeting, the Board
Board of Directors, the Supervisory Committee, and the shareholder of Directors, the Audit Committee and shareholders who individually or jointly
individually or jointly holding more than 3% of shares of the Company shall be hold more than 1% of the Company's shares (including preferred shares with the
entitled to bring forward proposals at the general meeting of shareholders. restoration of voting rights, etc.) shall have the right to put forward
proposals to the Company.
Where a qualified shareholder submits a provisional proposal prior to the
general meeting of shareholders, the percentage of shares held between the Where a qualified shareholder submits a provisional proposal prior to the
issuance of the notice of the proposal and the announcement of the resolution shareholders' meeting, the percentage of shares held between the issuance of
of the meeting shall not be less than three percent. the notice of the proposal and the announcement of the resolution of the
meeting shall not be less than one percent.
Where a shareholder proposes a provisional proposal, it shall provide the
convener with the certification documents for holding more than three percent Where a shareholder proposes a provisional proposal, it shall provide the
of the shares of the listed company. Where a shareholder jointly proposes a convener with the certification documents for holding more than one percent of
proposal by way of entrustment, the entrusting shareholder shall issue a the shares of the listed company. Where a shareholder jointly proposes a
written authorization document to the entrusted shareholder. proposal by way of entrustment, the entrusting shareholder shall issue a
written authorization document to the entrusted shareholder.
Shareholders individually or jointly holding not less than three percent of
the Company's shares may submit a provisional proposal to the convener in Shareholders individually or jointly holding not less than one percent of the
writing ten (10) days prior to the date of the general meeting of Company's shares (including preferred shares with the restoration of voting
shareholders. The convener shall issue a supplementary notice of the general rights, etc.) may submit a provisional proposal to the convener in writing ten
meeting of shareholders to announce the content of the provisional proposal (10) days prior to the date of the shareholders' meeting. The convener shall
within two (2) days after receiving the proposal. issue a supplementary notice of the shareholders' meeting within two (2) days
after receiving the proposal, announce the content of the temporary proposal
Except for provisional proposals, it is not allowed to modify the proposals and submit the temporary proposal to the shareholders' meeting for
listed in the notice of the general meeting of shareholders or add new deliberation, except for temporary proposals violating laws, administrative
proposals after the Company issues the notice of the general meeting of regulations or the provisions of these Articles, or are not within the
shareholders. authority scope of the shareholders' meeting.
Except for provisional proposals, it is not allowed to modify the proposals
listed in the notice of the shareholders' meeting or add new proposals after
the Company issues the notice of the shareholders' meeting.
The shareholders' meeting shall not vote on or make a resolution on proposals
that are not listed in the notice of the shareholders' meeting or do not
comply with the provisions of these Rules.
Article 16 When the Company convenes an annual general meeting of Article 16 When the Company convenes an annual shareholders' meeting,
shareholders, the convener shall notify all shareholders by means of an the convener shall notify all shareholders by means of an announcement twenty
announcement twenty (20) days before the meeting is held. When convening an (20) days before the meeting is held. When convening an extraordinary
extraordinary general meeting of shareholders, the convener shall notify all shareholders' meeting, the convener shall notify all shareholders by means of
shareholders by means of an announcement fifteen (15) days before the meeting an announcement fifteen (15) days before the meeting is held.
is held.
Article 18 The notice of the general meeting of shareholders shall include the Article 18 The notice of the shareholders' meeting shall include the
following: following:
(I) Date, place, and duration of the meeting; (I) Date, place, and duration of the meeting;
(II) Matters and proposals to be discussed at the meeting; (II) Matters and proposals to be discussed at the meeting;
(III) A statement in clear words that: all shareholders have the right to (III) A statement in clear words that: all shareholders have the
attend the general meeting of shareholders, or may attend and vote in the right to attend the shareholders' meeting, or may attend and vote in the
meeting by proxy in written form, who may not necessarily be the shareholders meeting by proxy in written form, who may not necessarily be the shareholder
of the Company; of the Company;
(IV) The date of equity registration for shareholders entitled to attend the (IV) The date of equity registration for shareholders entitled to
general meeting of shareholders; attend the shareholders' meeting;
(V) Name and telephone number of the standing contact person for the meeting; (V) Name and telephone number of the standing contact person for the meeting;
(VI) Voting time and voting procedures by online or other means. (VI) Voting time and voting procedures by online or other means.
The notice and supplementary notice of the general meeting of shareholders After the announcement of the notice of convening the shareholders'
shall fully and completely disclose the specific content of all the proposals. meeting, if it is necessary to add proposals or modify the original proposals,
If the independent shareholders shall give comments on matters proposed to be the convener shall issue a supplementary notice in accordance with the
discussed, the comments and reasons of the independent shareholders shall be provisions of these Rules.
disclosed when the notice or supplemental notice of the general meeting of
shareholders is given. The notice and supplementary notice of the shareholders' meeting shall fully
and completely disclose the specific content of all the proposals, as well as
The starting time of online vote or other way of vote of the all the materials or explanations required for shareholders to make a
general meeting of shareholders shall not be earlier than 3:00 p.m. of the reasonable judgment on the matters to be discussed.
date before on-site convening of the general meeting of shareholders and later
than 9:30 a.m. of the date of on-site convening of the meeting, while the
ending time shall not be before 3:00 p.m. of the date when on-site general
meeting of shareholders ends.
Article 20 After the announcement of the notice of convening the shareholders' Article 20 is deleted, with all subsequent articles to be renumbered in
meeting, if it is necessary to add proposals or modify the original proposals, sequence.
the convener shall issue a supplementary notice in accordance with the
provisions of these Rules.
Article 21 Contents of all draft resolutions, as well as all data or Article 21 is deleted, with all subsequent articles to be renumbered in
explanations required for shareholders making a reasonable judgment about the sequence.
items to be discussed, shall be fully and completely recorded in the notice
and supplemental notice on the general meeting of shareholders. If the
independent directors give comments on matters proposed to be discussed, the
comments and reasons of the independent shareholders shall be revealed when
the notice or supplemental notice on the general meeting of shareholders is
given.
Article 22 The methods and procedures for proposing candidates of directors, Article 20 The methods and procedures for proposing candidates for directors
independent directors, and supervisors are as follows: and independent directors are as follows:
(I) The Board of Directors and shareholder(s) who individually or jointly hold (I) The Board of Directors and shareholder(s) who individually or jointly
more than three percent of issued shares of the Company have the right to hold more than one percent of issued shares of the Company have the right to
nominate director candidates of the Company (excluding independent directors nominate director candidates of the Company (excluding independent directors
and employee directors) and submit proposals to the general meeting of and employee directors) and submit proposals to the shareholders' meeting; the
shareholders; the Board of Directors, the Supervisory Committee, and Board of Directors and shareholders who individually or jointly hold more than
shareholders who individually or jointly hold more than one percent of the one percent of the Company's issued shares have the right to nominate
Company's issued shares have the right to nominate candidates of independent candidates of independent directors of the Company and submit proposals to the
directors of the Company and submit proposals to the general meeting of shareholders' meeting;
shareholders;
(II) The nomination of directors by the Board of Directors to the
(II) The Supervisory Committee and shareholder(s) who individually or jointly shareholders' meeting shall be made through resolutions of the Board of
hold more than three percent of issued shares of the Company have the right to Directors;
nominate supervisor candidates of the Company and submit proposals to the
general meeting of shareholders; (III) The Board of Directors shall provide the shareholders' meeting
with the resumes and basic information of director candidates and independent
(III) The nomination of directors and supervisors by the Board of Directors director candidates, as well as statements that the nominees have no
and the Supervisory Committee to the general meeting of shareholders shall be circumstances under which they are prohibited from serving as directors or
made through resolutions of the Board of Directors and the Supervisory senior executives as stipulated in the Company Law. Director candidates shall
Committee respectively; make a written commitment before the announcement of the notice of the
shareholders' meeting, agreeing to accept the nomination. They shall also
(IV) The convener of the general meeting of shareholders shall provide the promise that the candidate information disclosed publicly is true, accurate
general meeting of shareholders with the resumes and basic information of and complete, and guarantee to earnestly perform the duties of directors after
candidates of directors, independent directors, and supervisors, and a being elected. When electing independent directors, the Company shall submit
statement indicating that the nominees are not in the situations prescribed in the relevant materials of all independent director candidates (including but
the Company Law that prohibit them from being directors or supervisors. Before not limited to the nominator's statement and commitment, the candidate's
nominating an independent director candidate, the nominator shall obtain the statement and commitment, and the resume of independent directors) to the
consent of the nominee. Before the general meeting of shareholders for Shanghai Stock Exchange at the latest when issuing the announcement of the
electing independent directors is convened, a statement disclosing that the notice of the shareholders' meeting on the election of independent directors,
independent directors meet the qualification requirements shall be disclosed. and ensure the truthfulness, accuracy and completeness of the submitted
For independent director candidates, the convener of the general meeting of materials. The nominator shall promise in the statement and commitment that
shareholders shall submit all relevant materials of the independent director there is no interest relationship or other circumstances that may affect the
candidates to the Shanghai Stock Exchange and explain to the general meeting nominee's independent performance of duties between the nominee and the
of shareholders whether any objections have been raised by the Shanghai Stock nominator. If the Board of Directors of the Company has objections to the
Exchange regarding the candidates. relevant circumstances of the independent director candidates, it shall also
submit the written opinions of the Board of Directors at the same time.
During the shareholders' meeting for electing independent directors, the Board
of Directors shall make a statement on whether or not the Shanghai Stock
Exchange has any objection to the candidates for independent directors. The
Company shall not submit to the shareholders' meeting for election of
candidates for independent directors who have raised objections from the
Shanghai Stock Exchange.
Article 23 If the matters concerning the election of directors and supervisors Article 21 If the election of directors is to be discussed at the
are to be discussed at the general meeting of shareholders, the notice of the shareholders' meeting, the notice of the shareholders' meeting shall fully
general meeting of shareholders shall fully disclose the detailed information disclose the detailed information of the director candidates, including at
of the director and supervisor candidates, including at least the following least the following:
contents:
(I) Education background, work experience, part-time jobs, and other
(I) Education background, work experience, part-time jobs, and other personal information;
personal information;
(II) Whether there is any affiliation to the directors, senior executives,
(II) Whether there is any affiliation to the directors, supervisors, senior controlling shareholders, actual controller, and shareholders holding more
executives, actual controller, and shareholders holding more than 5% shares of than 5% shares of the Company;
the Company;
(III) The number of shares held in the Company;
(III) The number of shares held in the Company;
(IV) Whether any circumstances prohibit such candidates from serving
(IV) Whether any circumstances prohibit such candidates from serving as as directors or senior executives according to the Company Law, other laws and
directors, supervisors, or senior executives according to the Company Law, regulations, and other relevant provisions;
other laws and regulations, and other relevant provisions;
(V) Whether such candidates are prohibited by CSRC from serving as directors
(V) Whether such candidates are prohibited by the CSRC from serving as and senior executives in listed companies, and the prohibition term has not
directors, supervisors, and senior executives in listed companies, and the yet expired;
prohibition term has not yet expired;
(VI) Whether such candidates are publicly recognized by any stock
(VI) Whether such candidates are publicly recognized by any stock exchange as exchange as unfit to be directors or senior executives of listed companies,
unfit to be directors, supervisors, or senior executives of listed companies, and the term has not yet expired;
and the term has not yet expired;
(VII) Other important matters required to be disclosed by the Shanghai
(VII) Other important matters required to be disclosed by the Shanghai Stock Exchange.
Stock Exchange.
In addition to the election of directors by accumulative voting, each director
In addition to the election of directors and supervisors by accumulative candidate shall be put forward by a single proposal.
voting, each director or supervisor candidate shall be put forward by a single
proposal.
Article 24 The general meeting of shareholders shall not be postponed or Article 22 The shareholders' meeting shall not be postponed or canceled
canceled and those proposals as listed in the notice of the general meeting of and those proposals as listed in the notice of the shareholders' meeting shall
shareholders shall not be canceled without justifiable reasons after the not be canceled without justified reasons after the giving of the notice. In
giving of the notice. In case of postponement or cancellation, the convener case of postponement or cancellation, the convener shall proclaim it and
shall proclaim it and explain the reasons at least two (2) working days before explain the reasons at least two (2) working days before the originally
the originally determined date of the meeting. If the general meeting of determined date of the meeting. If the shareholders' meeting is postponed, the
shareholders is postponed, the date of the postponed meeting shall also be date of the postponed meeting shall also be disclosed.
disclosed.
Article 25 Shareholders attending the general meeting of shareholders shall Article 23 The Board of Directors and other conveners of the Company
duly fulfill their legal obligations, and shall not infringe upon the rights shall take necessary measures to ensure the normal order at the shareholders'
of other shareholders or disrupt the proper proceedings or order of the meeting. For acts that interfere with the order of the shareholders' meeting,
meeting. The Board of Directors and the Supervisory Committee shall take provoke troubles and infringe upon the legitimate rights and interests of
necessary measures to ensure the seriousness and proper order of the general other shareholders, the Company shall take measures and report to relevant
meeting of shareholders. Except for attending shareholders (or their proxies), department in time.
directors, supervisors, the secretary of the Board of Directors, senior
executives, engaged lawyers, and persons invited by the Board of Directors,
the Company has the right to lawfully refuse entry to other individuals. For
those who disrupt the order of the general meeting of shareholders, create
disturbances, or infringe upon the legitimate rights and interests of other
shareholders, the Company shall take appropriate measures to stop such
behavior and promptly report it to the relevant authorities for investigation
and handling.
Article 26 Shareholders or their proxies registered after the closing of Article 24 Shareholders or their proxies registered after the closing of
the market on the date of equity registration date are entitled to attend the the market on the date of equity registration date are entitled to attend the
shareholders' meeting and exercise their voting rights in accordance with shareholders' meeting and exercise their voting rights in accordance with
relevant laws, regulations, the Articles of Association and these Rules. relevant laws, regulations, the Articles of Association and these Rules.
Neither the Company nor the convener may reject them for any reason. Neither the Company nor the convener may reject them for any reason.
Article 28 The general meeting of shareholders shall be held at the Article 26 The location where the shareholders' meeting is held is the
Company's registered office address. place where the Company's office address is located.
A meeting place shall be arranged for the general meeting of shareholders, Article 27 A meeting place shall be arranged for the shareholders' meeting,
which will be held in the form of an on-site meeting. The Company may adopt which shall be convened in the form of an on-site meeting, and may also be
safe, economical and convenient networks or other means to provide convenience convened simultaneously by means of electronic communication. The Company will
for shareholders to participate in the general meeting of shareholders. also provide online voting to facilitate the participation of the
Shareholders who participate in the general meeting of shareholders through shareholders. Shareholders who participate in the shareholders' meeting
the above means shall be deemed to be present. through the above means shall be deemed to be present.
Article 29 Shareholders attending the general meeting of shareholders Article 29 is deleted, with all subsequent articles to be renumbered in
shall present their securities account card, government-issued identification, sequence.
or other valid documentation sufficient to verify their identity. The proxies
shall also submit a trust deed and a personal ID card.
Article 31 Shareholders shall entrust proxies in writing, and the Article 29 Shareholders shall entrust proxies in writing, and the
entrustment shall be signed by the principal or the proxy entrusted in writing entrustment shall be signed by the principal or the proxy entrusted in writing
by the principal. If the principal is a legal person, it shall affix its by the principal. If the principal is a legal person, it shall affix its
corporate seal or be signed by its directors or formally appointed proxies. corporate seal or be signed by its directors or formally appointed proxies.
The power of attorney shall specify the following matters: The power of attorney issued by a shareholder for entrusting others to attend
the shareholders' meeting shall specify the following:
(I) The name of the proxy;
(I) The name of the principal, the type and quantity of the Company's shares
(II) Whether he/she has voting rights; held;
(III) The instruction to the proxy on every item to be considered at the (II) The name of the proxy;
general meeting of shareholders, whether to approve, oppose or abstain;
(III) The specific instructions of the shareholder, including
(IV) Date of issuance and validity period of the power of attorney; instructions on voting for, against or abstaining from each item to be
considered on the agenda of the shareholders' meeting, etc.;
(V) Signature (or seal) of the principal; in case of the principal being an
institutional shareholder, the seal of the legal entity shall be required; (IV) Date of issuance and validity period of the power of attorney;
(IV) The format of any power of attorney issued by the Board of (V) The signature (or seal) of the principal. In case the principal is an
Directors of the Company to shareholders for appointing shareholder proxies institutional shareholder, the official seal of the legal person shall be
shall allow shareholders to freely choose to instruct shareholder proxies to affixed;
vote for or against, and give separate instructions on the matters to be voted
on for each topic of the meeting. The power of attorney shall indicate whether The format of any power of attorney issued by the Board of Directors of the
the proxy of a shareholder may vote at its own will if the shareholder gives Company to shareholders for appointing shareholder proxies shall allow
no specific instructions. shareholders to freely choose to instruct shareholder proxies to vote for or
against, and give separate instructions on the matters to be voted on for each
Each shareholder may only entrust one person as his or her proxy. topic of the meeting.
Each shareholder may only entrust one person as his or her proxy.
Article 32 The power of attorney for voting shall be kept at the Article 30 If the power of attorney regarding voting by the proxy is
Company's domicile or other place specified in the notice of convening the issued by another person entrusted by the principal, the power of attorney
meeting at least twenty-four hours before the relevant meeting for voting signed or other authorization documents shall be notarized. The notarized
entrusted by the power of attorney or twenty-four hours before the designated power of attorney or other authorization documents together with the power of
voting time. If the proxy form is signed by someone authorized by the attorney appointing a voting proxy shall be deposited at the domicile of the
principal, the power of attorney or other authorization documents shall be Company or any other place as designated in the notice of convening the
notarized. The notarized power of attorney or other authorization documents, meeting.
together with the power of attorney appointing a voting proxy, shall be
deposited at the domicile of the Company or any other place as designated in
the notice of convening the meeting.
If the principal is a legal person, then its legal representative or the
person authorized as the representative by resolutions of the Board of
Directors and other decision-making bodies shall attend the Shareholders'
Meeting of the Company.
Article 34 Shareholders attending the meeting shall register in Article 32 Shareholders attending the meeting shall register in
accordance with the following requirements: accordance with the following requirements:
(I) Individual shareholders attending the meeting in person shall present (I) If an individual shareholder attends the meeting in person, he or she
their personal identification card and proof of shareholding. If an individual shall present his or her ID card or other valid documents or certificates that
shareholder appoints a proxy to attend the meeting, the proxy shall present can prove his or her identity. If he or she attends the meeting on behalf of
the shareholder's identification card, the proxy's own identification card, a others, he or she shall present his or her valid identity documents and the
power of attorney signed by the shareholder, and proof of shareholding. power of attorney of the shareholder.
(II) For the institutional shareholder, the legal representative or the proxy (II) For the institutional shareholder, the legal representative or the proxy
appointed by the legal representative shall attend the meeting on behalf. In appointed by the legal representative shall attend the meeting on behalf. The
case a legal representative attends the meeting, the legal representative legal representatives who attend the meeting in person shall present their ID
should present his/her ID card or other valid credential that certifies cards or other valid credentials that can certify their identities as legal
his/her identity and the share certificate; and in case that a proxy attends representatives. For those who entrust their proxies to attend the meeting,
the meeting, the proxy should present his/her own ID card and the written the proxies shall present their ID cards and the written powers of attorney
power of attorney provided by the legal representative of the legal person provided by the legal representatives of the legal person shareholders.
shareholder and the share certificate.
Article 35 The attendance register shall be prepared by the Company. Article 33 The register of participants shall be prepared by the
Such a register shall specify the name (or entity name), ID card number and Company. Such register shall state the name (or entity name) of the attendee,
home address of each participant, the number of shares held by each ID card number, the number of shares held by the attendee or presenting voting
participant or presenting vote, the name (or entity name) of the principal and right, the name (or entity name) of the principal and other relevant matters.
other relevant matters.
Article 36 The convener and the lawyer will jointly verify the legality Article 34 The convener and the lawyer hired by the Company shall
of the qualification of shareholders in accordance with the register of jointly verify the legality of shareholders' qualifications based on the list
shareholders provided by the securities registration and clearing institution of shareholders provided by the securities registration and settlement
and register the names of shareholders and the number of voting shares held. organization, and register the names (or titles) of shareholders and the
The meeting registration shall be completed before the moderator announces the number of shares with voting rights they hold. The meeting registration shall
number of the present shareholders and proxies, and total number of voting be completed before the moderator announces the number of the present
shares. shareholders and proxies, and total number of voting shares.
Article 37 All directors, supervisors and secretary of the Board of Article 35 If the shareholders' meeting requires directors or senior
Directors shall attend the general meeting of shareholders, general manager executives to attend the meeting as nonvoting delegates, they shall do so and
and other senior executives shall attend the meeting without voting powers. accept inquiries from shareholders.
Article 38 The general meeting of shareholders shall be convened by the Article 36 The shareholders' meeting shall be convened by the Board of
Board of Directors as provided. The general meeting of shareholders shall be Directors. The shareholders' meeting shall be presided over by the chairman as
presided over by the chairman as moderator. If the chairman is unable to the moderator. If the chairman is unable to perform relevant duties or fails
perform relevant duties or fails to perform relevant duties, the vice chairman to perform relevant duties, the vice chairman shall preside over the meeting.
shall preside over the meeting. If the vice chairman is unable to perform If the vice chairman is unable to perform relevant duties or fails to perform
relevant duties or fails to perform relevant duties, a director jointly relevant duties, a director jointly recommended by more than half of the
recommended by more than half of the directors shall preside over the meeting directors shall preside over the meeting as the moderator.
as the moderator.
If the shareholders' meeting is convened by the Audit Committee on its own, it
The general meeting of shareholders convened by the Supervisory Committee shall be presided over by the convener of the Audit Committee. If the convener
shall be presided over by the chairman of the Supervisory Committee as the of the Audit Committee is unable to perform relevant duties or fails to
moderator. In the event that the chairman of the Supervisory Committee fails perform relevant duties, a member of the Audit Committee jointly recommended
or refuses to discharge his/her duties, the vice-chairman of the Supervisory by more than half of the members of the Audit Committee shall preside over it.
Committee shall preside at the meeting; if the vice-chairperson of the
Supervisory Committee fails or refuses to discharge his/her duties, a For the shareholders' meeting convened by shareholders on their own, it shall
supervisor jointly elected by a majority of the supervisors shall serve as the be presided over by the convener or the representative recommended by the
moderator of the meeting. convener.
The general meeting of shareholders convened by the shareholders shall be When the shareholders' meeting is held, if the moderator violates the Articles
presided over by a representative elected by the conveners as the moderator. of Association or the rules of procedure for the shareholders' meeting of the
If for any reason the conveners are unable to recommend a representative to Company, causing the shareholders' meeting unable to continue, with the
act as the moderator to preside over it, the shareholder (including the consent of shareholders with more than half of the voting rights present at
shareholder's proxy) with the largest number of voting shares among the the shareholders' meeting, the shareholders' meeting may recommend one person
conveners shall act as the moderator to preside over the meeting. to serve as the moderator and continue the meeting.
When the general meeting of shareholders is held, if the moderator violates
the Articles of Association or the rules of procedure for the general meeting
of shareholders of the Company, causing the general meeting of shareholders
unable to continue, with the consent of shareholders with more than half of
the voting rights present at the general meeting of shareholders, the general
meeting of shareholders may recommend one person to serve as the moderator and
continue the meeting.
Article 40 Shareholders attending the general meeting of shareholders may Article 38 Shareholders attending the shareholders' meeting may request
request to speak at the meeting. Speeches at the general meeting of to speak at the meeting. Speeches at the shareholders' meeting include oral
shareholders include oral and written statements. speeches and written speeches.
If shareholders request to speak at the general meeting of shareholders, they If shareholders request to speak at the shareholders' meeting, they shall
shall register with the meeting registration office two (2) days before the register with the meeting registration office before the shareholders' meeting
general meeting of shareholders is held. Shareholder speeches shall meet the is held. The moderator shall arrange for shareholders to speak according to
following requirements: the registration situation. When shareholders speak, they shall first report
the number of shares they hold. When shareholders request to speak, they shall
(I) Shareholder speeches must be directly related to the proposals discussed not interrupt the reports of the meeting presenters or the speeches of other
at the current general meeting of shareholders, focus on the agenda items, and shareholders. When the shareholders' meeting is conducting voting,
not exceed the scope of authority defined by laws, regulations, and the shareholders shall no longer make speeches at the meeting. I=If a shareholder
company's Articles of Association; requests to speak in violation of the above procedures, the moderator has the
right to refuse or stop him/her.
(II) Shareholder speeches should be concise and to the point, with each
shareholder's speech not exceeding 5 minutes to save time;
(III) When speaking, shareholders should first state their name (or the name
of their entity) and the number of shares they hold;
(IV) When shareholders request to speak, they shall not interrupt the reports
of the meeting presenters or the speeches of other shareholders;
(V) Shareholders are not allowed to make speeches during the voting process of
the meeting;
(VI) Other requirements that ensure the normal order of the general meeting of
shareholders must also be met.
Article 41 The moderator of the meeting shall handle requests for Article 41 is deleted, with all subsequent articles to be renumbered in
speeches made by shareholders at the general meeting of shareholders as sequence.
follows:
(I) If a shareholder's speech is unrelated to the agenda of the current
general meeting of shareholders and instead pertains to a specific inquiry
about the Company, it is recommended that the shareholder consult the
secretary of the Board of Directors after the meeting;
(II) If a shareholder's speech pertains to matters within the authority of the
general meeting of shareholders as defined by laws, regulations, and the
Company's Articles of Association, and requires a vote at the current general
meeting of shareholders, it is recommended that the shareholder, or in
conjunction with other shareholders (ensuring they collectively hold more than
3% of the total voting shares), submit the content of their speech as a
proposal to the Board of Directors for consideration at the next general
meeting of shareholders;
(III) Requests for speeches from shareholders that do not meet the above
requirements or those outlined in Article 40 may be denied.
Article 43 Except for matters involving the Company's trade secrets that Article 40 Except for matters involving the Company's trade secrets that
cannot be disclosed at the general meeting of shareholders, the Board of cannot be disclosed at the shareholders' meeting, the Company's directors and
Directors and the Supervisory Committee should responsibly and diligently senior executives shall be obliged to earnestly and responsibly answer the
answer questions raised by shareholders. questions raised by shareholders.
Article 44 There shall be minutes of the shareholders' meeting, which Article 41 There shall be minutes of the shareholders' meeting, which
shall be taken by the secretary of the Board of Directors or her/his shall be taken by the secretary of the Board of Directors. The minutes shall
authorized person. The minutes shall record: record:
(I) Time, place, agenda, and name of the convener of the meeting; (I) Time, place, agenda, and name of the convener of the meeting;
(II) The names of the moderator and the directors and senior executives who (II) The names of the moderator and the directors and senior executives who
attend the meeting as nonvoting delegates. attend the meeting as nonvoting delegates.
(III) Number of shareholders and proxies attending the meeting, (III) Number of shareholders and proxies attending the meeting,
total number of voting shares held by them, and their proportion in the total total number of voting shares held by them, and their proportion in the total
number of shares of the Company; number of shares of the Company;
(IV) Consideration process, main points of address, and voting (IV) Consideration process, main points of address, and voting
results of each proposal; results of each proposal;
(V) Inquiries or suggestions raised by shareholders and the corresponding (V) Inquiries or suggestions raised by shareholders and the corresponding
replies or explanations; replies or explanations;
(VI) Names of the lawyer, vote counter, and scrutineer; (VI) Names of the lawyer, vote counter, and scrutineer;
(VII) Other information that shall be recorded in the minutes (VII) Other information that shall be recorded in the minutes
according to relevant laws and regulations, the Articles of Association, and according to relevant laws and regulations, the Articles of Association, and
these Rules. these Rules.
Article 45 The directors, supervisors, secretary of the Board of Article 42 The convener shall ensure that the minutes of the meeting are
Directors, conveners or their proxies and the meeting moderator attending the true, accurate and complete. The directors, the supervisors, the secretary of
meeting shall put their signatures on the minutes of the meeting to guarantee the Board of Directors, the convener or his or her representatives, and the
the authenticity, preciseness and completeness of the minutes. The minutes moderator who attend or participate in the meeting as nonvoting delegates
shall be kept together with the register of present shareholders and the power shall sign the minutes of the meeting. The minutes shall be kept together with
of attorney for present proxies as well as valid documents describing the the register of present shareholders and the power of attorney for present
results of online and other voting process, for a period of ten years at proxies as well as valid documents describing the results of online and other
least. voting process, for a period of ten years at least.
Article 46 The Company shall engage a lawyer to attend the general meeting of Article 43 When the Company convenes a shareholders' meeting, it will
shareholders and issue legally binding opinions on the following matters, hire lawyers to issue legal opinions on the following issues and make
which shall be publicly disclosed: announcements:
(I) Whether the convocation and convening procedures of the general meeting of (I) Whether the convocation and convening procedures of the meeting comply
shareholders comply with the provisions of laws, regulations, the Rules of the with the provisions of laws, regulations, the Rules of the General Meeting of
General Meeting of Shareholders, the Articles of Association and these Rules; Shareholders of Listed Companies, the Articles of Association and these Rules;
(II) Whether the qualifications of the meeting attendees and that of the (II) Whether the qualifications of the meeting attendees and that of the
convener are legal and valid; convener are legal and valid;
(III) Whether the voting procedures and voting results of the (III) Whether the voting procedures and voting results of the
meeting are legal and valid; meeting are legal and valid;
(IV) Legal opinions issued on other issues at the request of the (IV) Legal opinions issued on other issues at the request of the
Company. Company.
The Board of Directors of the Company may, at its discretion, engage notary
public personnel to attend the general meeting of shareholders to conduct
lawful notarization of the following matters:
Article 48 Shareholders (including their proxies) exercise their voting rights Article 45 Shareholders exercise their voting rights based on the number
based on the number of voting shares they represent. Each share is entitled to of voting shares they represent. Each share is entitled to one vote, except
one vote. for holders of class shares.
When the general meeting of shareholders deliberates major matters concerning When the shareholders' meeting deliberates on major matters concerning the
the interests of minority investors, the votes of small and medium investors interests of minority investors, the votes of small and medium investors shall
shall be counted separately. Separate counting results shall be disclosed be counted separately. Separate counting results shall be disclosed publicly
publicly and timely. and timely.
There shall be no voting right for the shares of the Company held by the There shall be no voting right for the shares of the Company held by the
Company itself and such shares shall not be included in the total number of Company itself and such shares shall not be included in the total number of
voting shares held by shareholders present at the general meeting of shares with voting rights held by shareholders present at the shareholders'
shareholders. meeting.
Where a shareholder purchases the voting shares of the Company in violation of Where a shareholder purchases the voting shares of the Company in violation of
the provisions of Paragraphs 1 and 2 of Article 63 of the Securities Law, the the provisions of Paragraphs 1 and 2 of Article 63 of the Securities Law, the
share exceeding the prescribed proportion shall not exercise the voting rights share exceeding the prescribed proportion shall not exercise the voting rights
within 36 months after purchase, and shall not be included in the total number within 36 months after purchase, and shall not be included in the total number
of voting shares attending the general meeting of shareholders. of voting shares attending the shareholders' meeting.
The Board of Directors, independent directors, shareholders holding 1% or more The Board of Directors, independent directors, shareholders holding 1% or more
of the shares with voting rights, or the investor protection institutions of the shares with voting rights, or the investor protection institutions
established according to laws, administrative regulations, or the provisions established according to laws, administrative regulations, or the provisions
of CSRC may solicit the voting rights of shareholders. No payment shall be of CSRC may solicit the voting rights of shareholders. No payment shall be
made for solicitation of voting rights, and adequate information shall be made for solicitation of voting rights, and adequate information shall be
provided to persons whose voting rights are being solicited. It is prohibited provided to persons whose voting rights are being solicited. It is prohibited
to solicit the voting rights of shareholders for payment or in a disguised to solicit the voting rights of shareholders for payment or in a disguised
form of payment. Except for the statutory conditions, the Company may not form of payment. Except for the statutory conditions, the Company may not
impose the minimum shareholding ratio limit on the voting right solicitation. impose the minimum shareholding ratio limit on the voting right solicitation.
Article 49 The same share shall choose only one voting method from on-site Article 46 The same voting right shall be only one of the following
voting, online voting or other voting methods meeting the requirements. In voting modes, on-site voting, online voting, or other means. A repetitively
case of repeated voting on the same share, the first voting result shall used vote can be only valid as its first voting.
prevail.
Article 51 Resolutions of the general meeting of shareholders include Article 48 Resolutions of the shareholders' meeting consist of ordinary
ordinary and special resolutions. resolutions and special resolutions.
An ordinary resolution of the general meeting of shareholders requires Any ordinary resolution of the shareholders' meeting shall be passed with more
approval by a majority of the votes cast by shareholders (including their than half of the voting rights held by the shareholders who attend the
proxies) present at the meeting. meeting.
A special resolution of the general meeting of shareholders requires approval Any special resolution of the shareholders' meeting shall be passed with more
by at least two-thirds of the votes cast by shareholders (including their than two-thirds of the voting rights held by the shareholders who attend the
proxies) present at the meeting. meeting.
The shareholders referred to in this article include shareholders who entrust
proxies to attend the shareholders' meeting.
Article 52 The following matters shall be approved by an ordinary resolution Article 49 The following matters are decided by ordinary resolutions of
of the general meeting of shareholders: the shareholders' meeting:
(I) Work reports of the Board of Directors and the Supervisory Committee; (I) Work Report of the Board of Directors;
(II) Profit distribution plans and loss compensation plans prepared by the (II) Profit distribution plans and loss compensation plans prepared by the
Board of Directors; Board of Directors;
(III) Appointment and dismissal of members of the Board of Directors and the (III) Appointment and dismissal of members of the Board of Directors
Supervisory Committee (such directors and supervisors are assumed by a as well as their remunerations and payment method;
non-employee representative) as well as their remunerations and payment
method; (IV) The Company's balance sheet, income statement, and other
financial statements;
(IV) The Company's annual budget plan, final accounts plan, balance sheet,
income statement, and other financial statements; (V) Matters other than those that shall be adopted by special resolutions as
stipulated by laws, administrative regulations or the Articles of Association.
(V) Annual reports of the Company;
(VI) Matters other than those that shall be adopted by special resolutions as
stipulated by laws, administrative regulations or the Articles of Association.
Article 53 The following matters shall be approved by a special resolution of Article 50 The following matters shall be adopted by the shareholders'
the general meeting of shareholders: meeting through special resolutions:
(I) The Company's increase or decrease of its registered capital and issuance (I) The Company's increase or decrease of its registered capital and
of any kind of stocks, warrants and other similar securities; issuance of any kind of stocks, warrants and other similar securities;
(II) Issuance of corporate bonds; (II) Issuance of corporate bonds;
(III) Division, separation, merger, dissolution and liquidation of (III) Division, separation, merger, dissolution and liquidation of
the Company; the Company;
(IV) Amendment of the Articles of Association; (IV) Amendment of the Articles of Association;
(V) Purchases or sales of major assets or guarantees by the Company within a (V) The amount of the Company's purchase or sale of major assets or the
year, with an amount exceeding 30% of the latest audited total assets of the provision of guarantees to others within one year exceeds 30% of total assets
Company; of the Company as audited in the latest term;
(VI) Stock ownership incentive plan; (VI) Stock ownership incentive plan;
(VII) Profit distribution policy adjustment plan; (VII) Profit distribution policy adjustment plan;
(VIII) Matters regarding the Company's share repurchase; (VIII) Matters regarding the Company's share repurchase;
(IX) Other matters stipulated by laws, administrative regulations or the (IX) Other matters stipulated by laws, administrative regulations or
Articles of Association, and determined by ordinary resolutions of the general the Articles of Association, and determined by ordinary resolutions of the
meeting of shareholders to have a significant impact on the Company and shall shareholders' meeting to have significant impact on the Company and shall be
be approved by special resolutions. approved by special resolutions.
Article 61 If having any doubt regarding the voting results on the Article 58 If having any doubt regarding the voting results on the
resolutions submitted for a vote, the moderator may organize a recount of the resolutions submitted for a vote, the moderator may organize a recount of the
votes cast. If the moderator does not conduct a recount, the shareholders who votes cast. If the moderator does not conduct a recount, the shareholders or
dispute the results announced by the moderator have the right to demand an their proxies present at the meeting who dispute the results announced by the
immediate recount after the announcement of the voting results. The moderator moderator have the right to demand an immediate recount after the announcement
shall then promptly organize the recount. of the voting results. The moderator shall then promptly organize the recount.
Where votes are counted at the general meeting of shareholders, the counting Where votes are counted at the shareholders' meeting, the counting results
results shall be recorded in the minutes of the meeting. shall be recorded in the minutes of the meeting.
Article 64 The completion of the general meeting of shareholders at the Article 61 The completion of the shareholders' meeting at the venue
venue cannot be earlier than voting by the Internet or other methods. The cannot be earlier than voting by the Internet or other methods. The moderator
moderator of the meeting shall be responsible for determining whether each shall announce the voting circumstances and results of each proposal. He/she
proposal is approved based on the voting situation and results. Their decision shall also announce whether the proposals have been passed according to the
shall be final and must be announced at the meeting and recorded in the voting results.
meeting minutes.
Prior to the formal announcement of the voting results, the listed companies,
Prior to the formal announcement of the voting results, the listed companies, vote counters, scrutineers, shareholders, network service suppliers, etc.
vote counters, scrutineers, main shareholders, network service supplier, etc. involved in the shareholders' meeting, online voting or voting in other
involved in the Shareholders' Meeting, online voting or voting in other manners, are all responsible for the confidentiality of the voting results.
manners, are all responsible for confidentiality of the voting results.
Article 65 The announcement of the general meeting of shareholders shall set Article 62 The resolutions of the shareholders' meeting shall be
forth the number of the shareholders and proxies attending the meeting, the announced timely. The announcement shall state the number of present
number of voting shares and their proportion in the voting shares of the shareholders and proxies, the total number of voting shares, and its ratio to
Company, the voting method, the voting result of each proposal and the details total voting shares of the Company, the method of voting, the voting result of
of the approved resolution. each proposal, and the details of each resolution.
…
Article 69 For the purpose of these Rules, the term "above" shall include the Article 66 For the purpose of these Rules, the term "above"shall include
number itself. the number itself, while "exceeding", "more than" and "less than" shall not
include the number itself.
The above proposal was deliberated and adopted at the 46th meeting of the 12th
Board of Directors of the Company on July 28, 2025. It is now hereby submitted
to all shareholders and shareholders' representatives for deliberation (as
special resolution).
AnnexⅡ: SDIC Power Holdings Co., Ltd. Rules of Procedure of the
Shareholders' Meeting
Proposal III
SDIC Power Holdings Co., Ltd.
Proposal on Amending the Rules of Procedures of the Board of Directors
Dear shareholder and shareholder representatives,
Based on the operation context, SDIC Power Holdings Co., Ltd. (hereinafter
referred to the "Company") proposed to amend the Rules of Procedures of the
Board of Directors according to the Guidance for Articles of Association of
Listed Companies (revised in 2025) issued by CSRC, the Rules Governing the
Listing of Stocks on Shanghai Stock Exchange (revised in April 2025) and the
Administrative Measures for Independent Directors of Listed Companies, other
regulations and the Articles of Association etc., with details as follows: as
follows:
The following is a summary of those provisions:
Existing provision Amended provisions
(The new content is indicated by underline and bold.)
General meeting of shareholders Shareholders' meeting (All matters related to the general meeting of
shareholders in the Rules of Procedures of the Board of Directors shall be
uniformly adjusted to the shareholders' meeting).
Supervisors, Supervisory Committee Delete all provisions related to the Supervisory Committee and supervisors,
with the Audit Committee assuming the responsibilities of the Supervisory
Committee. A detailed comparison will no longer be provided.
More than half Majority
Securities Department Securities, Legal Affairs and Risk Control Department
Article 3 The Board of Directors of the Company is responsible to Article 3 The Board of Directors of the Company is responsible to
the shareholders' meeting. The research and discussion by the Company's Party the shareholders' meeting. The research and discussion by the Company's Party
Committee is a prerequisite procedure for the Board of Directors to make Committee is a prerequisite procedure for the Board of Directors to make
decisions on major issues. The "major decision making, important personnel decisions on major issues. The "major decision making, important personnel
appointment and removal, major project arrangement and large-amount capital appointment and removal, major project arrangement and large-amount capital
operation" matters of the Company that are submitted to the Board of Directors operation" matters of the Company that are submitted to the Board of Directors
for decision-making must be studied and discussed by the Company's Party for decision-making must be studied and discussed by the Company's Party
Committee in advance. Committee in advance.
Article 4 The Board of Directors shall exercise the following Article 4 The Board of Directors shall exercise the following
powers: powers:
(I) Deliberate on and determine the implementation of decisions and (I) Deliberate on and determine the implementation of decisions and
arrangements of the CPC Central Committee and major initiatives of national arrangements of the CPC Central Committee and major initiatives of national
development strategies; development strategies;
(II) Convene a general meeting of shareholders and report the work to the (II) Convene the shareholders' meeting and report on its work to the
general meeting of shareholders; shareholders' meeting;
(III) Implement the resolutions of the general meeting of shareholders; (III) Implement the resolutions of the shareholders' meeting;
(IV) Formulate the operating policy and investment plan of the Company and (IV) Decide the Company's business plans and investment plans;
decide the Company's business plans and investment plans;
(VI) Formulate the profit distribution plan, profit distribution
(V) Formulate the annual financial budget plans and final accounting plans of policy adjustment plan, loss recovery plans for the Company;
the Company;
(VI) Formulate the plans to increase or decrease registered capital,
(VI) Formulate the profit distribution plan, profit distribution policy issue bonds or other securities, and list for the Company;
adjustment plan, loss recovery plans for the Company;
(VII) Draw up schemes concerning major purchase, purchase of the
(VII) Formulate the plans to increase or decrease registered capital, issue Company's stocks, or merger, division, dissolution and alteration of the
bonds or other securities, and list for the Company; Company;
(VIII) Draw up the plans for the major acquisition, acquisition of the (VIII) Deliberate on and approve related-party transactions between the
Company's stocks, or merger, division, dissolution, and alteration of the Company and related natural persons with a transaction amount of more than RMB
Company; 300,000 (except for the guarantee provided by the Company, if it meets the
criteria for deliberation at the shareholders' meeting, it shall be submitted
(IX) Deliberate and approve related-party transactions between the Company and to the shareholders' meeting for deliberation and approval after deliberation
related natural persons with a transaction amount of more than RMB 300,000 by the Board of Directors), and deliberate and approve related-party
(except for the guarantee provided by the Company, if it meets the criteria transactions between the Company and related parties with a transaction amount
for deliberation at the general meeting of shareholders, it shall be submitted of more than RMB 3 million and accounting for more than 0.5% of value of the
to the general meeting of shareholders for deliberation and approval after Company's net assets as audited in the latest term (except for the guarantee
deliberation by the Board of Directors), and deliberate and approve provided by the Company, if it meets the criteria for deliberation at the
related-party transactions between the Company and related parties with a shareholders' meeting, it shall be submitted to the shareholders' meeting for
transaction amount of more than RMB 3 million and accounting for more than deliberation and approval after deliberation by the Board of Directors);
0.5% of value of the Company's net assets as audited in the latest term
(except for the guarantee provided by the Company, if it meets the criteria The amount of related-party transactions between the Company and the same
for deliberation at the general meeting of shareholders, it shall be submitted related party, or transaction related to the type of transaction object
to the general meeting of shareholders for deliberation and approval after between the Company and different related party, will be calculated according
deliberation by the Board of Directors). to the principles of accumulative calculation for twelve (12) consecutive
months;
The amount of related-party transactions between the Company and the same
related party, or transaction related to the type of transaction object (IX) Deliberate on and approve the guarantees and other transactions
between the Company and different related party, will be calculated according that should be reviewed by the Board of Directors as stipulated in 5.2.8 of
to the principles of accumulative calculation for twelve (12) consecutive the Articles of Association;
months;
(X) Decide on the establishment of internal management organizations of the
(X) Deliberate and approve the guarantees and other transactions that shall be Company;
reviewed by the Board of Directors as stipulated in 5.2.8 of the Articles of
Association; (XI) Decide on the appointment or dismissal of the Company's general
manager, secretary of the Board of Directors, and other senior executives
(XI) Decide the establishment of internal management organizations of the according to relevant regulations and procedures, and determine their
Company; remuneration, rewards, and punishments; appoint or dismiss the deputy general
manager, the chief accountant (chief financial officer), and the general
(XII) Decide on the appointment or dismissal of the Company's general manager, counsel according to the nomination of general manager and determine their
secretary of the Board of Directors, and other senior executives according to remuneration, rewards, and punishments.
relevant regulations and procedures, and determine their remuneration,
rewards, and punishments; appoint or dismiss the deputy general managers, the (XII) Formulate the basic management system of the Company;
chief accountant (chief financial officer), and the general counsel according
to the nomination of general manager and determine their remuneration, (XIII) Develop the methods of performance evaluation, sign annual and term
rewards, and punishments. performance responsibility letters with the management members, and
scientifically and reasonably determine the performance evaluation results of
(XIII) Formulate the basic management systems of the Company; management members;
(XIV) Develop the methods of performance evaluation, sign annual and term (XIV) Develop the salary management measures for senior executives, make
performance responsibility letters with the management members, and the salary distribution plan for senior executives, and establish and improve
scientifically and reasonably determine the performance evaluation results of the restraint mechanism matching with the incentives of the management
the Management members; members;
(XV) Develop the salary management measures for senior executives, make the (XV) Formulate the revision plan for the Articles of Association;
salary distribution plan for senior executives, and establish and improve the
restraint mechanism matching the incentives of the Management members; (XVI) Manage information disclosure matters of the Company;
(XVI) Formulate the revision plan for the Articles of Association; (XVII) Propose to the shareholders' meeting to hire or replace the
accounting firm as the auditor of the Company and determine its remuneration;
(XVII) Manage information disclosure matters of the Company;
(XVIII) Make major accounting policies and accounting estimate
(XVIII) Propose to the general meeting of shareholders the appointment of an change plans of the Company;
accounting firm as the auditor of the Company and its remuneration;
(XIX) Formulate the stock ownership incentive plan of the Company;
(XIX) Make major accounting policies and accounting estimate change plans of
the Company; (XX) Receive the working reports of the general manager and
investigate his or her work;
(XX) Formulate the stock ownership incentive plan of the Company;
(XXI) Decide on the establishment of special committees and the
(XXI) Receive the working reports of the general manager and investigate his appointment and dismissal of their relevant candidates;
or her work;
(XXII) Formulate a work report of the Board of Directors;
(XXII) Decide on the establishment of special committees and the appointment
and dismissal of their relevant candidates; (XXIII) Decide on the Company's compliance management system,
deliberate on and approve the basic system, system construction plan and
(XXIII) Formulate a work report of the Board of Directors; annual report of compliance management, promote the improvement of the
compliance management system and evaluate its effectiveness, study and decide
(XXIV) Decide on the Company's compliance management system, deliberate and on major matters of compliance management, and decide on the setting and
approve the basic system, system construction plan and annual report of responsibilities of the Compliance Management Department;
compliance management, promote the improvement of the compliance management
system and evaluate its effectiveness, study and decide on major matters of (XXIV) Guide, inspect and evaluate the Company's internal audit, decide on the
compliance management, and decide on the setting and responsibilities of the person in charge of the Company's internal audit department, establish a
Compliance Management Department; mechanism under which the audit department is responsible to the Board of
Directors, and deliberate on and approve the annual audit plan and important
(XXV) Other functions and powers granted by laws, administrative regulations, audit reports;
departmental rules, or the Articles of Association.
(XXV) Other powers granted by laws, administrative regulations, departmental
rules, the Articles of Association or the shareholders' meeting.
When the Board of Directors makes resolutions mentioned in the preceding
paragraph, except for the circumstances in which directors shall recuse
themselves from voting according to relevant laws, regulations, the Articles
of Association, and these Rules, more than half of the total number of
directors of the Company must vote in favor of the proposal. When the Board of
Directors makes resolutions on the matters mentioned in Items (VI), (VII), and
(XV) of the preceding paragraph, the consent of more than half of all
directors of the Company shall be obtained and it must also be approved by
more than two-thirds of the directors present at the board meeting and
disclosed timely. If it is stipulated in laws, administrative regulations, and
the Articles of Association that the Board of Directors should obtain the
consent of more directors when creating a resolution, such stipulation shall
apply.
Article 6 When the Company shall disclose foreign investments, purchase and Article 6 When the Company shall disclose foreign investments,
sale of major assets, pledge of assets, related-party transactions, entrusted purchase and sale of assets, pledge of assets, related-party transactions,
financing, external donations, and external guarantees according to the entrusted financing, external donations, and external guarantees according to
provisions of the Articles of Association and under the Rules Governing the the provisions of the Articles of Association and under the Stock Listing
Listing of Stocks on Shanghai Stock Exchange, these matters shall be subject Rules, these matters shall be subject to review and approval by the Board of
to review and approval by the Board of Directors. For matters that require Directors. For matters that require submission to the shareholders' meeting
submission to the general meeting of shareholders for review and approval for review and approval according to relevant laws, administrative
according to relevant laws, administrative regulations, departmental rules, regulations, departmental rules, and the Stock Listing Rules, the Board of
and the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, Directors shall submit such matters to the shareholders' meeting for review
the Board of Directors shall submit such matters to the general meeting of and approval.
shareholders for review and approval.
Article 12 An extraordinary meeting shall be convened by the Board of Article 12 An extraordinary meeting shall be convened by the Board of
Directors where one of the following cases occurs: Directors where one of the following cases occurs:
(I) Shareholders representing more than one tenth of the voting rights (I) Shareholders representing more than one tenth of the voting rights
propose to convene such a meeting; propose to convene such a meeting;
(II) More than one-third of all the directors jointly propose to convene such (II) More than one-third of all the directors jointly propose to convene such
a meeting; a meeting;
(III) More than half of all the independent directors propose to convene such (III) More than half of all the independent directors propose to convene such
a meeting; a meeting;
(IV) The Supervisory Committee proposes to convene such a meeting; (IV) The Audit Committee proposes to convene such a meeting;
(V) The chairman deems it necessary to convene such a meeting; (V) Other circumstances as stipulated in the Articles of Association.
(VI) The general manager proposes to convene such a meeting;
(VII) The regulatory authority of securities requires to convening of such a
meeting;
(VIII) Such a meeting shall be convened in other circumstances stipulated in
the Articles of Association.
Article 13 A proposal to convene an extraordinary meeting of the Board of Article 13 Those who propose to convene an extraordinary meeting of the
Directors, as stipulated in Article 12, shall be submitted in writing, signed Board of Directors in accordance with the provisions of Article 12 shall
(or sealed) by the proposer, either through the Securities, Legal Affairs and submit a written proposal with signatures (seals).
Risk Control Department or directly to the chairman of the Board.
…
…
Article 15 The written meeting notice shall include the following Article 15 The written meeting notice shall include the following
content: content:
(I) Time and place of the meeting; (I) Date and place of the meeting;
(II) The manner in which meetings are held; (II) Duration of the meeting;
(III) Duration of the meeting; (III) Cause and topics of the meeting;
(IV) Matters proposed to be deliberated (proposals); (IV) Date of giving notice;
(V) Convener and moderator of the meeting, proposer of the interim meetings
and his written proposal;
(VI) meeting materials necessary for voting by directors;
(VII) The requirement that a director should attend the meeting in person or
entrust another director to attend the meeting on his behalf;
(VIII) Contact person and contact information;
(IX) Date of giving the notice.
An oral notice shall at least include the contents mentioned in the aforesaid
Items (I) and (II) as well as the explanations on holding the interim meeting
of the Board of Directors under the urgent circumstance.
Article 17 A meeting of the Board of Directors may only be held in the Article 17 A board meeting shall be held with the attendance of a
presence of more than half of the directors. If certain directors refuse or majority of directors.
neglect to attend the meeting, failing to meet the minimum quorum requirements
for convening the meeting, the chairman and the secretary of the Board of The general manager and the secretary of the Board of Directors shall attend
Directors shall promptly report this to the regulatory authorities. the board meeting as nonvoting delegates. When the matters under deliberation
by the Board of Directors involve legal issues, the general counsel shall
Supervisors may attend the board meeting as observers. The general manager and attend the meeting as nonvoting delegate and express legal opinions. If the
the secretary of the Board of Directors shall attend the board meeting as moderator deems it necessary, he or she may notify other relevant personnel to
nonvoting delegates. When the matters under deliberation by the Board of attend the board meeting as non-voting delegates. Those attending the meeting
Directors involve legal issues, the general counsel shall attend the meeting as nonvoting delegates have the right to express their opinions on relevant
as a nonvoting delegate and express legal opinions. If the moderator deems it topics, but they do not have the right to vote.
necessary, he or she may notify other relevant personnel to attend the board
meeting as non-voting delegates. Those attending the meeting as nonvoting
delegates have the right to express their opinions on relevant topics, but
they do not have the right to vote.
Article 18 Directors shall attend board meetings in person. Where a Article 18 Directors shall attend board meetings in person. Where a
director is unable to attend for any reason, other director could be entrusted director is unable to attend for any reason, other director could be entrusted
in writing to attend such meeting on his/her behalf. The certificate of in writing to attend such meeting on his/her behalf. The certificate of
entrustment shall specify: entrustment shall specify:
(I) Names of trustor and trustee; (I) Names of trustor and trustee;
(II) The trustor's brief opinions on each proposal; (II) The trustor's brief opinions on each proposal;
(III) The trustor's authorization scope and validity period and directives for (III) The trustor's authorization scope and validity period and
the intention of voting on proposals; directives for the intention of voting on proposals;
(IV) The principal's signature, date, etc. (IV) The trustor's signature, seal, date, etc.
The director representative attending the meeting shall exercise the The director representative attending the meeting shall exercise the
director's duties within the authorized scope. director's duties within the authorized scope.
The trustor who entrusts other directors to sign the written confirmation for The trustee shall submit the written certificate of entrustment to the
regular reports shall authorize special rights in the certificate of moderator and specify the entrustment.
entrustment.
Where a director neither attends the board meeting nor entrusts another
The trustee shall submit the written certificate of entrustment to the director to attend on his/her behalf, he/she shall be deemed to waive his/her
moderator and specify the entrustment. voting rights at the said meeting.
Where a director neither attends the meeting of the Board of Directors nor
entrusts another director to attend on his/her behalf, he/she shall be deemed
to waive his/her voting rights at the said meeting.
Article 19 The responsibilities of directors for voting matters shall Article 19 The responsibilities of directors for voting matters shall
not be exempted by the entrustment of other directors. The person entrusting not be exempted by the entrustment of other directors. The person entrusting
another person to attend or being entrusted by another person to attend a another person to attend or being entrusted by another person to attend a
board meeting shall comply with the following principles: board meeting shall comply with the following principles:
(I) When considering matters related to related-party transactions, (I) When considering matters related to related-party transactions,
non-connected directors shall not entrust connected directors to attend on non-connected directors shall not entrust connected directors to attend on
their behalf, and connected directors shall not accept the entrustment from their behalf, and connected directors shall not accept the entrustment from
non-connected directors either; non-connected directors either;
(II) Independent directors shall not entrust non-independent directors to (II) Independent directors shall not entrust non-independent directors to
attend on their behalf, and non-independent directors shall not accept the attend on their behalf, and non-independent directors shall not accept the
entrustment from independent directors either; entrustment from independent directors either;
(III) Directors shall not entrust other directors with full powers to attend a (III) The entrusting director shall clearly state in the certificate
Board meeting until they have stated their personal opinions and voting of entrustment his or her opinions of approval, opposition or abstention on
intention on the draft resolution, and the latter shall not accept such each matter. A director shall not make or accept an entrustment without an
entrustment and entrustment with unclear authorization; intention of voting, a general entrustment or an entrustment with an unclear
scope of authorization;
(IV) One director shall not accept entrustment of more than two directors, nor
shall a director entrust another director who has been entrusted by more than (IV) One director shall not accept the entrustment of more than two
two other directors to attend a Board meeting. directors in one board meeting, and a director shall not entrust another
director who has already accepted the entrustment of two other directors to
attend on his or her behalf.
Article 20 Board meetings shall, in principle, be held on-site. If Article 20 Board meetings shall, in principle, be held on-site. When
required, agreed by convener (moderator) and proposer, such a meeting may be necessary, on the premise of ensuring that all directors attending the meeting
held by means of video, telephone, fax or e-mail and resolutions are made can communicate fully and express their opinions, with the consent of the
provided that full expression of opinions by the directors can be ensured. The convener (moderator) and the proposer, the meeting can also be held through
board meeting can be held at site and in other ways simultaneously. means such as voting by video, telephone, fax or email. The board meeting can
be held at site and in other ways simultaneously.
In case of Board meeting is not held at site, the number of directors
attending the meeting shall be calculated by means of valid votes such as
present directors displayed by video, directors commenting in teleconference
and faxes or e-mails actually received within specified period or written
letters of confirmation submitted by the directors who have attended the
meeting.
Article 21 When the board meeting is held, first of all, the moderator Article 21 When the board meeting is held, first of all, the moderator
shall announce the meeting topics and preside over the discussion according to shall announce the meeting topics and preside over the discussion according to
the meeting topics. The moderator shall successively invite the directors the meeting topics. The moderator shall successively invite the directors
attending the board meeting to express clear opinions on each proposal. attending the board meeting to express clear opinions on each proposal.
For proposals that require prior approval from independent directors as If a director repeats his or her speech on the same proposal or the speech
stipulated, the moderator of the meeting shall designate an independent goes beyond the scope of the proposal, thus affecting the speeches of other
director to read the written approval opinion reached by the independent directors or impeding the normal progress of the meeting, the moderator shall
directors before discussing the relevant proposal. promptly stop it.
If a director repeats his or her speech on the same proposal or the speech Unless unanimous consent of all the directors attending the meeting is
goes beyond the scope of the proposal, thus affecting the speeches of other obtained, the board meeting shall not vote on proposals that are not included
directors or impeding the normal progress of the meeting, the moderator shall in the meeting notice. If a director accepts the entrustment of other
promptly stop it. directors to attend the board meeting on their behalf, he or she shall not
vote on behalf of other directors on proposals that are not included in the
Unless unanimous consent of all the directors attending the meeting is meeting notice.
obtained, the board meeting shall not vote on proposals that are not included
in the meeting notice. If a director accepts the entrustment of other
directors to attend the board meeting on their behalf, he or she shall not
vote on behalf of other directors on proposals that are not included in the
meeting notice.
Article 23 After the full discussion on each proposal, the moderator Article 23 After the full discussion on each proposal, the moderator
shall ask the present directors to vote for proposals one by one. shall ask the present directors to vote for proposals one by one.
The one-person-one-vote system shall be practiced when resolutions of the The one-person-one-vote system shall be practiced when resolutions of the
Board of Directors are put to vote. Board of Directors are put to vote.
The voting method for resolutions of the Board of Directors is on-site voting, The meeting holding and voting method for resolutions of the Board of
including voting by poll and voting by a show of hands. Directors is on-site voting, including voting by poll and voting by a show of
hands.
The voting intention of directors shall be divided into "favor", "against",
and "abstention". The present directors shall choose one from the foregoing The voting intention of directors shall be divided into "favor", "against",
intentions. The moderator shall request directors who have not chosen any and "abstention". The present directors shall choose one from the foregoing
intention or have chosen at least two intentions simultaneously to re-choose intentions. The moderator shall request directors who have not chosen any
the intention, and those directors who refuse to choose any intention shall be intention or have chosen at least two intentions simultaneously to re-choose
deemed as abstention of the exercise of voting power; directors who leave the the intention, and those directors who refuse to choose any intention shall be
venue during meetings and have not chosen any intention shall be deemed as deemed as abstention of the exercise of voting power; directors who leave the
abstention of the exercise of voting power. venue during meetings and have not chosen any intention shall be deemed as
abstention of the exercise of voting power.
Provided that the directors are ensured to be able to fully express opinions,
the interim meeting of the Board of Directors can be held and a resolution can Provided that the directors are ensured to be able to fully express opinions,
be made by correspondence (including fax), and the resolution shall be signed the extraordinary meeting of the Board of Directors can be held and resolution
by directors attending the meeting. can be made by video, correspondence (including fax), and the resolution shall
be signed by directors attending the meeting.
Article 25 Except for the circumstances stipulated in Article 26 of Article 25 Except for the circumstances stipulated in Article 26 of
these Rules, for the Board of Directors to deliberate and adopt meeting these Rules, for the Board of Directors to deliberate and adopt meeting
proposals and form relevant resolutions, more than half of all the directors proposals and form relevant resolutions, more than half of all the directors
of the Company must vote in favor of the proposals. The Board of Directors of the Company must vote in favor of the proposals. The Board of Directors
makes resolutions to guarantee in accordance with the Articles of Association shall, in accordance with the provisions of the Articles of Association, make
and within its authorities, and approved by more than half of the directors of resolutions on guarantee or financial support matters within the scope of its
the Company and more than 2/3 of the directors attending the board meeting. If authority. In addition to requiring the consent of more than half of all the
it is stipulated in laws, administrative regulations, and the Articles of directors of the Company, it must also obtain the consent of more than
Association that the Board of Directors should obtain the consent of more two-thirds of the directors present at the board meeting and disclose it in a
directors when creating a resolution, such stipulation shall apply. timely manner. If it is stipulated in laws, administrative regulations, and
the Articles of Association that the Board of Directors should obtain the
In case there are contradictions in the content and meaning of different consent of more directors when creating a resolution, such stipulation shall
resolutions, the resolution formed later in time shall prevail. apply.
In case there are contradictions in the content and meaning of different
resolutions, the resolution formed later in time shall prevail.
Article 26 In the event of the following circumstances, directors shall Article 26 In the event of the following circumstances, directors shall
abstain from voting on relevant proposals and shall not exercise the right to abstain from voting on relevant proposals and shall not exercise the right to
vote on behalf of other directors: vote on behalf of other directors:
(I) Circumstances under which directors are required to recuse themselves as (I) Circumstances under which directors are required to recuse themselves as
stipulated in the Rules Governing the Listing of Stocks on Shanghai Stock stipulated in the Stock Listing Rules;
Exchange;
(II) Circumstances that the directors themselves believe they should recuse
(II) Circumstances that the directors themselves believe they should recuse themselves from;
themselves from;
(III) Other circumstances under which directors are required to
(III) Other circumstances under which directors are required to recuse themselves due to their affiliated relationships with the enterprises
recuse themselves due to their affiliated relationships with the enterprises involved in the meeting proposals as stipulated in the Articles of
involved in the meeting proposals as stipulated in the Articles of Association;
Association.
(IV) If an independent director discovers that the matters under
In the case where directors recuse themselves from voting, the relevant board deliberation have circumstances that affect his or her independence, he or she
meeting can be held as long as it is attended by more than half of the shall declare to the Company and apply for recusal.
directors without affiliated relationships, and resolutions shall be adopted
upon the approval of more than half of the directors without affiliated If a director has an affiliated relationship with the enterprise or individual
relationships. Where the number of unrelated directors present at meetings is involved in the matters of the board meeting resolutions, the director shall
less than three, no voting on relevant proposals could be performed, and these promptly submit a written report to the Board of Directors. Directors with
proposals shall be submitted to the general meeting of shareholders for affiliated relationships shall not exercise the right to vote on such
consideration. resolutions, nor shall they exercise the right to vote on behalf of other
directors. In the case where directors recuse themselves from voting, the
relevant board meeting can be held as long as it is attended by more than half
of the directors without affiliated relationships, and resolutions shall be
adopted upon the approval of more than half of the directors without
affiliated relationships. If the number of directors without affiliated
relationships present at the meeting is less than three, relevant proposals
shall not be voted on, and the matter shall be submitted to the shareholders'
meeting for deliberation instead.
Article 28 The Board of Directors shall make resolutions in regard to profit Article 28 If independent directors believe that the specific plan for
distribution and increase of capital converted by capital reserve. For matters cash dividends may harm the rights and interests of the Company or minority
without official audit reports from the certified accountant, the resolution shareholders, they have the right to express independent opinions. If the
could be made accounting to the draft audit report (financial data other than Board of Directors has not adopted or fully adopted the opinions of
profit distribution or increase of capital converted by accumulation fund are independent directors, the opinions of independent directors and the specific
determined) at first. After the official report is offered, the resolution can reasons for not adopting them shall be recorded in the resolution of the Board
be finalized. of Directors and disclosed.
If independent directors believe that the specific plan for cash dividends may
harm the rights and interests of the Company or minority shareholders, they
have the right to express independent opinions. If the Board of Directors has
not adopted or fully adopted the opinions of independent directors, the
opinions of independent directors and the specific reasons for not adopting
them shall be recorded in the resolution of the Board of Directors and
disclosed.
Article 29 If a proposal is not adopted, under the condition that Article 29 If a proposal is not adopted, under the condition that
relevant conditions and factors have not changed significantly, the board relevant conditions and factors have not changed significantly, the board
meeting shall not deliberate on a proposal with the same content again within meeting shall not deliberate on a proposal with the same content again within
one month. one month.
The board meeting shall be convened in strict accordance with the prescribed
procedures. The Board of Directors shall notify all directors in advance
within the prescribed time and provide sufficient information. If two or more
independent directors believe that the materials are incomplete, the
demonstration is insufficient or the provision is not timely, they may jointly
submit a written request to the Board of Directors for postponing the
convening of the meeting or postponing the deliberation of the matter. The
Board of Directors shall adopt such a request, and the listed company shall
disclose the relevant situation in a timely manner.
Article 30 The moderator shall request to postpone the voting on an Article 30 is deleted, with all subsequent articles to be renumbered in
issue if more than half of the directors or at least two independent directors sequence.
present deem the draft resolution unclear or unspecific, or it is impossible
to make a judgment due to such reasons as insufficient materials.
Directors who propose postponing the aforesaid voting shall put forward
specific requirements on the conditions that trigger off the re-submission of
the draft resolution for discussion.
Article 31 The Board of Directors shall keep minutes on decisions of the Article 30 The Board of Directors shall keep minutes on decisions of the
meeting on the agenda items, and the directors and the secretary of the Board meeting on the agenda items. The secretary of the Board of Directors shall
of Directors present at the meeting and the recorder shall sign the minutes. arrange for the relevant personnel of the Securities, Legal Affairs and Risk
The minutes of the board meeting shall be preserved as archives. The secretary Control Department to take good records of the board meeting. Directors, the
of the Board of Directors shall appoint relevant personnel of the Securities secretary of the Board of Directors present at the meeting and the recorder
Department to make the minutes of meetings of the Board of Directors. The shall sign on the minutes. The minutes of the board meeting shall be preserved
minutes shall record: as archives. The minutes shall record:
(I) The date and place of the meeting and the name of the convener; (I) The date and place of the meeting and the name of the convener;
(II) Names of the directors attending the meeting and the directors (proxies) (II) Names of the directors attending the meeting and the directors (proxies)
entrusted to attend the meeting of the Board of Directors; entrusted to attend the meeting of the Board of Directors;
(III) Agenda of the meeting; (III) Agenda of the meeting;
(IV) Main points of speeches delivered by directors; (IV) Main points of speeches delivered by directors;
(V) Voting method and results of the resolution for each issue (the voting (V) Voting method and results of the resolution for each issue (the voting
result shall state the number of affirmative votes, negative votes, or result shall state the number of affirmative votes, negative votes, or
abstention votes). abstention votes).
Article 34 The directors present at the meeting shall sign for confirmation Article 33 The directors present at the meeting shall sign for
on behalf of themselves and the directors who have entrusted them to attend confirmation on behalf of themselves and the directors who have entrusted them
the meeting with respect to the minutes, meeting summaries (if any), and to attend the meeting with respect to the minutes, meeting summaries (if any),
resolution records (if any). If a director has different opinions on the and resolution records (if any). If a director has different opinions on the
minutes, meeting summaries (if any) or resolutions (if any), he or she may minutes, meeting summaries (if any) or resolution records (if any), he or she
make a written explanation when signing. When necessary, it shall promptly may make a written explanation when signing. When necessary, it shall promptly
report to the regulatory authorities and may also issue a public statement. report to the regulatory authorities and may also issue a public statement.
If a director fails to sign for confirmation as stipulated in the preceding If a director fails to sign for confirmation as stipulated in the preceding
paragraph, and also fails to make a written explanation of his or her paragraph, and also fails to make a written explanation of his or her
different opinions or report to the regulatory authorities or issue a public different opinions or report to the regulatory authorities or issue a public
statement, it shall be deemed that the director fully agrees with the content statement, it shall be deemed that the director fully agrees with the content
of the minutes, meeting summaries (if any), and resolution records (if any). of the minutes, meeting summaries (if any), and resolution records (if any).
Article 35 If the Board of Directors does not adopt or fully adopt the Article 35 If the Board of Directors does not adopt or fully adopt the
opinions of the Nomination Committee and the Remuneration and Assessment opinions of any special committee, the opinions of such special committee and
Committee, the opinions of the professional committees and the specific the specific reasons for not adopting them shall be recorded in the
reasons for not adopting them shall be recorded in the resolutions of the resolutions of the Board of Directors and disclosed.
Board of Directors and disclosed.
The Audit Committee shall submit its deliberation opinions to the Board of
When disclosing resolutions of the Board of Directors, the Company shall also Directors of the Company regarding the matters within its scope of
disclose the dissenting opinions of independent directors and record them in responsibilities. If the Board of Directors does not adopt such opinions, the
the resolutions of the Board of Directors and minutes of meetings. Company shall disclose the matter and fully explain the reasons.
If independent directors believe that the specific plan for cash dividends may
harm the rights and interests of the listed company or minority shareholders,
they have the right to express independent opinions. If the Board of Directors
has not adopted or fully adopted the opinions of independent directors, the
opinions of independent directors and the specific reasons for not adopting
them shall be disclosed in the announcement of the resolutions of the Board of
Directors.
When disclosing resolutions of the Board of Directors, the Company shall also
disclose the dissenting opinions of independent directors and record them in
the resolutions of the Board of Directors and minutes of meetings.
Article 38 The secretary of the Board of Directors shall be responsible for Article 38 The secretary of the Board of Directors shall be responsible for
preserving the archives of meetings of the board meetings, including notice of preserving the archives of meetings of the board meetings, including notice of
meetings, documents of meetings, certificate of entrustment, votes, records of meetings, documents of meetings, certificate of entrustment, votes, records of
meetings signed by the present directors for confirmation, minutes of meetings meetings signed by the present directors for confirmation, minutes of meetings
(if any), records of resolutions (if any), and announcements of resolutions. (if any), records of resolutions (if any), and announcements of resolutions.
The secretary of the Board of Directors may entrust the Securities, Legal The secretary of the Board of Directors may entrust the Securities, Legal
Affairs and Risk Control Department of the Company to act as the custodian. Affairs and Risk Control Department of the Company to act as the custodian.
The archives of meetings of the Board of Directors shall be preserved for 10 The archives of meetings of the Board of Directors shall be preserved for 10
years. years.
Article 39 For the purpose of these Rules, the terms "above", "within" and Article 39 For the purpose of these Rules, the terms "more than", "within" and
"below" shall contain the number itself; "less than or equal to" all include the number itself, while "exceeding",
"more than" and "less than" do not include the number itself.
The above proposal was deliberated and adopted at the 46th meeting of the 12th
Board of Directors of the Company on July 28, 2025. It is now hereby submitted
to all shareholders and shareholders' representatives for deliberation (as
special resolution).
Annex Ⅲ: SDIC Power Holdings Co., Ltd. Rules of Procedures of the Board of
Directors
AnnexⅠ
SDIC Power Holdings Co., Ltd.
Articles of Association
July 2025
SDIC Power Holdings Co., Ltd.
Articles of Association
Chapter I General Provisions
1.1 To protect the lawful rights and interests of the Company, its
shareholders, employees, and creditors and regulate the organization and
actions of the Company, these Articles of Association ("these Articles") are
formulated according to the Company Law of the People's Republic of China
(hereinafter referred to as the Company Law), the Securities Law of the
People's Republic of China (hereinafter referred to as the Securities Law),
the Trial Administrative Measures of Overseas Securities Offering and Listing
by Domestic Companies (hereinafter referred to as the Trial Administrative
Measures), the Guidelines No. 1 of Shanghai Stock Exchange for Self-regulation
of Listed Companies - Standardized Operation (hereinafter referred to as
Standardized Operation), the Constitution of the Communist Party of China
(hereinafter referred to as the Constitution of the CPC), and other related
regulations.
1.2 The Company is a company limited by shares established in accordance with
the Company Law and other regulations in China (hereinafter referred to as
"the Company"). The Company was approved by the 1989 No. 2 Document of the
Hubei Provincial Commission for Structural Reforms and established in the form
of a public offering. It was registered in the Hubei Provincial Administration
for Industry and Commerce and obtained a business license. In 2002, due to
changes in the Company's main business, the Company was registered with the
Gansu Provincial Administration for Industry and Commerce instead and obtained
a business license. In 2014, due to the needs of company development, the
Company was registered with the State Administration for Industry and Commerce
instead. Unified social credit code: 911100002717519818.
1.3 In March 1989, the Company issued 606,205 shares of RMB ordinary shares
(hereinafter referred to as A shares) to the public for the first time with
the approval of the Hubei Branch of the People's Bank of China. With the
approval of the China Securities Regulatory Commission (hereinafter referred
to as CSRC), the Company was listed on the Shanghai Stock Exchange on January
18, 1996.
On October 25, 2019, with the approval of the CSRC, the Company issued
17,985,000 global depositary receipts (hereinafter referred to as GDRs),
representing 179,850,000 RMB ordinary shares based on the Company's determined
conversion ratio. These GDRs were listed on the London Stock Exchange on
October 22, 2020.
1.4 Registered name of the Company: 国投电力控股股份有限公司
English name of the Company: SDIC Power Holdings Co., Ltd.
1.5 Domicile: Room 1108, F/11, Building No. 147, Xizhimen South Street,
Xicheng District, Beijing, Postal Code: 100034, Tel.: 010-88006378, Fax:
010-88006368.
1.6 The registered capital of the Company is RMB 8,004,494,262.
1.7 The Company is a joint stock company with perpetual existence.
1.8 The director who represents the Company in handling the Company's affairs
is the legal representative of the Company. The chairman of the Company
represents the Company in conducting corporate affairs. If the chairman
resigns, it shall be deemed that he/she also resigns as the legal
representative simultaneously. If the legal representative resigns, the
Company shall appoint a new legal representative within thirty (30) days from
the date of the legal representative's resignation.
1.9 The legal consequences of civil activities performed by the legal
representative in the name of the Company shall be borne by the Company.
1.10 Restrictions on the functions and powers of the legal representative by
these Articles or the shareholders' meeting shall not be invoked against a
bona fide counterparty.
1.11 If the legal representative causes damage to others as a result of
performing his/her duties, the Company shall be held civilly liable. After the
Company has assumed civil liability, it may, in accordance with the provisions
of the law or these Articles, recover the compensation from the legal
representative who is at fault.
1.12 Each shareholder shall be liable for the Company to the extent of the
shares it has subscribed for, and the Company shall be liable for its debts
with all its assets.
1.13 These Articles shall come into effect upon being deliberated and adopted
by the Company's shareholders' meeting and on the date when the Global
Depositary Receipts (GDRs) issued by the Company are listed on the London
Stock Exchange. From the date when these Articles come into effect, the
original Articles of Association of the Company will automatically become
invalid.
Since the date of coming into effect, these Articles shall have become a
legally binding document to standardize the organization and behaviors of the
Company, as well as the rights and obligations between the Company and its
shareholders and between shareholders themselves.
These Articles shall have legal binding force on the Company, shareholders,
directors, and senior executives. The aforesaid persons may all put forward
claims regarding rights related to the Company's affairs in accordance with
these Articles.
According to these Articles, shareholders may sue other shareholders,
shareholders may sue the Company's directors and senior executives,
shareholders may sue the Company, and the Company may sue shareholders,
directors and senior executives.
Sue referred to in the preceding clauses includes bringing a lawsuit to a
court or filing an application for arbitration to an arbitration agency.
1.14 The term "senior executives" as mentioned in these Articles refers to the
Company's general manager, deputy general manager, secretary of the Board of
Directors, chief accountant (Head of Finance), and general counsel.
1.15 The Company may invest in other limited liability companies and joint
stock limited companies, and shall bear liability for the invested companies
to the extent of its capital contributions. If the law stipulates that the
Company may not be a contributor jointly and severally liable for the debts of
the invested enterprise, it shall comply with the provisions thereof.
Chapter II Purpose and Scope of Business
2.1 The Company's business purpose is: To operate in accordance with
international practices and the norms of a joint-stock company, attract
domestic and foreign capital, and dedicate itself to the development and
operation of large and medium-sized power projects; to adapt to the needs of
technological development, actively explore new energy, high-tech, and
environmental protection projects; to learn from advanced management
experience both domestically and internationally, continuously improve the
Company's management level, and enable the Company's business and scale to
develop rapidly, healthily, and stably; to build the Company into an
international, comprehensive energy listed company with outstanding core
competitiveness, advanced management, and the ability to create substantial
returns for shareholders, focusing on power generation and venturing into
power distribution and sales.
2.2 Upon legal registration, the Company's scope of business includes:
investment, construction, operation and management of energy projects focusing
on electricity production; development and operation of new energy projects,
as well as high-tech and environmental protection industry; development and
operation of power products, as well as information and consultation services.
Chapter III Shares
Section I Share Issuance
3.1.1 The Company shall always have ordinary shares at any time. According to
its needs and upon approval by the company examination and approval department
authorized by the State Council, the Company may set up other categories of
shares.
The shares of the Company shall be represented by stock certificates.
3.1.2 The issuance of shares by the Company shall follow the principles of
openness, fairness and justness, and the shares of the same category shall
have the same rights. For shares of the same category issued in the same
offering, the offering conditions and price per share shall be the same. The
subscribers shall pay the same price per share for the shares they subscribe
for.
3.1.3 All par value shares issued by the Company are stocks with a par value,
which is denominated in RMB.
3.1.4 With the approval of the competent securities authority under the State
Council, the Company may issue shares or GDRs to domestic and foreign
investors.
The term "Foreign Investors" in the preceding paragraph refers to foreign
investors and those from Hong Kong, Macau, and Taiwan regions who subscribe to
the Company's shares or GDRs. The term "Domestic Investors" refers to
investors within the territory of the People's Republic of China (excluding
the aforementioned regions) who subscribe to the Company's shares, or
subscribe to GDRs in compliance with national outbound investment regulations.
3.1.5 The shares issued by the Company domestically and the newly issued
domestic stocks corresponding to the GDRs issued overseas are centrally
deposited at the Shanghai Branch of China Securities Depository and Clearing
Corporation Limited.
3.1.6 The Company was exclusively initiated and established by SINOPEC Jingmen
Company in February 1989.
3.1.7 Upon its establishment, the Company issued 606,205 shares to the public
for the first time with the approval of the Hubei Branch of the People's Bank
of China. After the completion of the aforesaid issuance, the total number of
shares of the company is 606,205 shares. The amount per share of the par value
shares is RMB 1, and all are RMB ordinary shares.
Approved by CSRC in 2019, the Company issued 17,985,000 GDRs to foreign
investors for the first time in 2020, representing 179,850,000 RMB ordinary
shares after conversion based on the ratio determined by the Company. After
the aforesaid issue, the Company has a total of 6,965,873,347 shares, which
are all RMB ordinary shares.
The current share capital structure of the Company is 8,004,494,262 RMB
ordinary shares.
Section II Increase, Reduction and Repurchase of Shares
3.2.1 In light of the needs of its operation and development, and in
accordance with the provisions of laws, regulations and these Articles, the
Company may increase its capital by adopting the following methods upon
separate resolutions made by the shareholders' meeting:
(I) Issuance of shares to nonspecific objects;
(II) Issuance of shares to specific objects;
(III) Placement of shares to existing shareholders;
(IV) Bonus issue of new shares to existing shareholders;
(V) Converting the capital reserve into share capital;
(VI) If the Company issues convertible corporate bonds, during
the conversion period, it may apply for the conversion of shares in accordance
with the then-effective conversion price within the trading hours of the
conversion period. During the existence period of the convertible bonds, the
Company shall annually register with the industrial and commercial department
to change the amount of share capital increased due to the conversion of
convertible bonds;
(VII) Other methods as stipulated by laws, administrative
regulations and specified CSRC.
When the Company increases its capital by issuing new shares, upon approval in
accordance with the provisions of these Articles, the relevant procedures
shall be handled in accordance with the provisions of relevant national laws
and administrative regulations.
3.2.2 The Company may reduce its registered capital. The decrease of the
registered capital of the Company shall be handled in accordance with the
procedures stipulated in the Company Law, other relevant regulations and these
Articles of Association.
3.2.3 The Company shall not purchase its own shares except under any of the
following circumstances:
(I) Decreasing the registered capital of the Company;
(II) Merging with other companies holding shares of the
Company;
(III) Using shares for employee stock ownership plan or stock
ownership incentive;
(IV) Any shareholder requires the Company to purchase his/her
shares due to objection against the resolution on merger or division of the
Company made at the shareholders' meeting;
(V) The shares are used to convert corporate bonds that can be
converted into shares issued by the Company;
(VI) Such purchase is necessary for the Company to maintain
corporate value and shareholders' equity;
(VII) Other circumstances allowed by laws and administrative
regulations.
3.2.4 The Company can choose one of the following modes to purchase the shares
of the Company:
(I) The Company repurchases its shares at a stock exchange
through public centralized trading;
(II) Offer method;
(III) The Company repurchases its shares by agreement outside
the stock exchange;
(IV) Other methods recognized by laws, administrative
regulations, and CSRC.
Where the Company intends to purchase the shares therein for any reason as
mentioned in Items (III), (V) and (VI) of Article 3.2.3 of these Articles, the
same shall be conducted in a public centralized trading.
3.2.5 When the Company repurchases its shares by agreement outside the stock
exchange, it shall be approved by the shareholders' meeting in accordance with
the provisions of these Articles. With the prior approval of the shareholders'
meeting in the same manner, the Company may terminate or change the contract
concluded in the aforesaid manner, or waive any rights herein.
Contracts as mentioned in the preceding paragraph for repurchasing shares,
shall include but not limited to, an agreement agreeing to undertake the share
repurchase obligation and acquire the right to repurchase the share.
The Company shall not transfer the contract for repurchasing its shares or any
rights stipulated in the contract.
3.2.6 The Company's acquisition of its own shares for reasons as mentioned in
Items (I) and (II) of Article 3.2.3 of these Articles shall be decided by
resolution made at the shareholders' meeting. The Company's acquisition of its
own shares for reasons as mentioned in Items (III), (V) and (VI) of Article
3.2.3 of these Articles shall be subject to the resolution of the Board of
Directors attended by more than two-thirds of the directors in accordance with
these Articles or the authorization of the shareholders' meeting.
Where the Company repurchases its own shares and the situation falls under
Item (I) of Article 3.2.3 of these Articles, such shares shall be cancelled
within ten (10) days as of the date of purchase. Where the situation falls
under Item(II) or Item (IV) of Article 3.2.3 of these Articles, such shares
shall be transferred or cancelled within six months. Where the situation falls
under Item (III), Item (V) or Item (VI) of Article 3.2.3 of these Articles,
the total number of shares of the Company held by the Company itself shall not
exceed ten percent of the total number of the Company's issued shares, and
such shares shall be transferred or cancelled within three years.
The shares purchased and written off by the Company shall be applied for
registered capital change registration with the original company registration
authority according to law. The total par value of the cancelled shares shall
be deducted from the registered capital of the Company.
Section III Transfer of Shares
3.3.1 The shares of the Company shall be transferable in accordance with the
law without any lien.
3.3.2 The Company does not accept its own shares as the subject of a pledge.
3.3.3 The shares issued by the Company before the public offering of shares
must not be transferred within a year from the date of listing and trading of
the shares thereof on the stock exchange. The directors and senior executives
of the Company shall report to the Company the shares held thereby and the
changes thereof. During the term of office determined at the time of taking
office, the shares of the Company transferred thereby each year must not
exceed 25% of the total shares of the Company of the same category held by
aforesaid persons. The shares of the Company held by the aforesaid persons
must not be transferred within one year as of the date when the shares of the
Company are listed and traded in the stock exchange. Any of the aforesaid
persons shall not transfer the shares in the Company he/she holds within half
a year after he/she is removed from his/her post. If there are other
regulations stipulated by laws, administrative regulations, or the CSRC
regarding the transfer of shares held by shareholders in the Company, those
regulations shall prevail.
3.3.4 Where the directors, senior executives of the Company or shareholders
who hold more than 5% of the Company's shares sell the Company's stocks or
other securities with equity nature within six months after purchase, or
repurchase them within six months after sale, the proceeds therefrom shall
belong to the Company, and the Board of Directors of the Company shall recover
such proceeds. However, exceptions shall be applied to the circumstance where
the securities company holds more than 5% of the shares due to the exclusive
sale of the remaining stocks purchased after the sale, and other circumstances
stipulated by CSRC.
Shares or other securities of equity nature held by a director, senior
executive, or a natural person shareholder referred to in the preceding
paragraph shall include shares or other securities of equity nature held by
his/her spouse, parents, or children and by making use of others' accounts.
Where the Board of Directors of the Company fails to act in accordance with
the provisions of the first paragraph of this article, shareholders shall have
the right to request the Board of Directors to act within thirty (30) days. If
the Board of Directors of the Company fails to perform its duties within the
aforesaid period, the shareholders shall have the right to file a lawsuit with
a People's Court directly in their name for the interests of the Company.
Where the Board of Directors of the Company fails to act in accordance with
the provisions of the first paragraph of this article, the responsible
directors shall bear joint and several liabilities according to law.
Section IV Financial Support for Purchase of the Company's Shares
3.4.1 The Company or its subsidiaries (including the Company's affiliated
enterprises) shall not at any time and in any way provide any financial
support for others to purchase or intend to purchase the shares of the Company
or its parent company. The aforementioned persons who have purchased the
Company's shares include those who undertake direct or indirect obligations
for the purchase of the Company's shares.
The Company or its subsidiaries shall not at any time provide the financial
support for the aforesaid obligor at any time and in any way to reduce or
relieve his obligations.
The provision of this article shall not apply to the circumstances described
in Article 3.4.3 of these Articles.
3.4.2 The financial support referred to in these Articles shall include (but
not limited to) the following:
(I) Donation;
(II) Guarantee (including the liability of the guarantor or
the provision of property to ensure the obligation of the obligor),
compensation (but not including compensation arising from the fault of the
Company), cancellation or waiver of rights;
(III) Credit arrangement or conclusion of a contract in which the
Company performs its liabilities before other parties, as well as change of
credit and contract parties, and transfer of rights in the contract, etc.;
(IV) Financial support provided in any form under such
circumstances that the Company is unable to repay debts, has no net assets or
will cause a substantial reduction in its net assets.
The liability described in this chapter shall include that made by the obligor
through the conclusion of a contract or arrangement (regardless of whether the
contract or arrangement is enforceable, or is borne by the individual or
jointly with any other person), or changes the financial conditions in any
form.
3.4.3 The following acts shall not be deemed as prohibited by Article 3.4.1 of
this chapter:
(I) The financial support provided by the Company is
honestly for the benefit of the Company, and its main purpose is not to
purchase the Company's shares, or it is part of a general plan of the Company;
(II) The Company distributes its property as dividends in
accordance with the law;
(III) The dividends are distributed in the form of shares;
(IV) Reduction of registered capital, purchase of shares,
adjustment of equity structure, etc. are conducted in accordance with these
Articles;
(V) The Company provides loans for its normal business
activities within the business scope (but the loans shall not result in
decreasing its net assets, or even so, the financial support shall be paid out
of the distributable profits of the Company);
(VI) The Company provides funds for the employee stock ownership
plan;
(VII) For the benefit of the Company, upon a resolution of the
shareholders' meeting or a resolution made by the Board of Directors in
accordance with these Articles or the authorization of the shareholders'
meeting, the Company may provide financial support for others to acquire the
shares of the Company or its parent company, and the cumulative total amount
of such financial support shall not exceed ten percent of the total amount of
the issued share capital. The resolution made by the Board of Directors shall
be approved by more than two-thirds of all directors.
If the Company or its subsidiaries (including the affiliated enterprises of
the Company) conduct the acts mentioned in this article, they shall comply
with the provisions of laws, administrative regulations, the CSRC and stock
exchanges.
Section V Register of Stocks and Shareholders
3.5.1 The Company's shares shall be registered.
If the Company's stocks are in paper form, the following main items shall be
stated thereon:
(I) Name of the Company;
(II) The date of the Company's establishment or the time of
stock issuance;
(III) Types of stocks, face amount and number of shares
represented;
(IV) Number of shares;
(V) Other items required by Company Law and other laws and
regulations, as well as the stock exchange where the Company's shares are
listed.
3.5.2 Stocks shall be signed by the legal representative. Where the stock
exchange where the Company's shares are listed requires other senior
executives of the Company to sign the shares, they shall also be signed by
other relevant senior executives. Shares become effective when they are
affixed with the Company's seal or affixed with the seal in printed form. The
signature of the legal representative or other relevant senior executives of
the Company to the stocks may be printed.
Under paperless issuance and trading, the Company's shares applicable to the
securities regulatory body and the stock exchange where the Company's shares
are listed shall be otherwise specified.
3.5.3 The Company shall prepare the register of shareholders and keep it in
the Company, recording the following items:
(I) Name, address (domicile), occupation or nature of each
shareholder;
(II) Type and number of shares subscribed by each shareholder;
(III) Amount paid or payable for the shares held by each
shareholder;
(IV) Date when each shareholder obtains the shares;
(V) Date on which each shareholder ceases to be a shareholder;
(VI) Share number, if the shares are issued in paper form.
The Company shall establish a register of shareholders based on the
certificates provided by the securities registration and settlement
organization. The register of shareholders is sufficient evidence to prove
that shareholders hold shares of the Company; however, this shall not apply if
there is contrary evidence.
3.5.4 The Company may keep the register of GDR equity holders overseas and
entrust overseas agencies to manage it as per the understanding and agreement
reached between the Securities Authority under the State Council and the
overseas securities regulatory authority.
3.5.5 The Company shall keep a complete register of shareholders.
The register of shareholders shall include the following:
(I) Register of shareholders, kept at the domicile of the
Company, other than those stated in Item (II) and Item (III) of the Article;
(II) Register of shareholders of overseas-listed foreign
shares of the Company kept at the locality of the overseas-listed stock
exchange (if any);
(III) Register of shareholders kept in other places by the Board
of Directors for the listing demand of the Company's shares.
3.5.6 The parts of the register of shareholders shall not overlap. Where the
shares registered in a specific part of the register of shareholders are
transferred, such shares shall not be registered in other parts of the
register during the period of their registration.
The parts of the register of shareholders shall be altered or corrected as per
the laws of the place where the register of shareholders is kept.
3.5.7 Within thirty (30) days before the shareholders' meeting, or within five
(5) days prior to the benchmark date decided by the Company for the
distribution of dividends, no modification registration may be made to the
register of shareholders due to the transfer of the shares. Where otherwise
provided by laws, administrative regulations or the securities regulatory body
where the Company's shares are listed has other provisions, such provisions
shall prevail.
3.5.8 Where anyone who disagrees with the register of shareholders requests
their name to be registered on or deleted from the register, they may apply to
a court with jurisdiction the right for the correction of the register.
3.5.9 Any shareholder registered on the register of shareholders or any person
who requests his name to be registered on the register of shareholders may
apply to the Company for reissuing new shares in case the shares are lost.
If a shareholder of A shares loses stocks and applies for reissuance, it shall
be handled in accordance with the relevant provisions of the Company Law.
Where the shareholders holding overseas-listed foreign shares (if any) lose
their stocks, they shall apply for reissuing stock as per the laws of the
place where the original register of shareholders holding overseas-listed
foreign shares is kept, as well as the rules of the stock exchange or other
relevant regulations.
3.5.10 After the Company reissues new stocks in accordance with the provisions
of these Articles, the names of the well-meaning purchasers of the
aforementioned new stocks or shareholders (if they are well-meaning
purchasers) who are subsequently registered as the owner of the shares shall
not be deleted from the register of shareholders.
3.5.11 Unless the party can prove that the Company has committed fraud, the
Company shall have no liability to compensate anyone subject to damage due to
the cancellation of the original stocks or the reissue of new stocks.
Chapter IV Shareholders and Shareholders' Meeting
Section I General Provisions on Shareholders
4.1.1 The shareholders of the Company are persons who hold its shares
according to the law, with the names registered on the register of
shareholders.
The shareholders shall enjoy rights and assume obligations as per the category
and number of shares held by them. Shareholders holding the same category of
shares shall enjoy the same rights and assume the same obligations.
4.1.2 When the Company holds a general meeting of shareholders, distributes
dividends, liquidates and takes actions which require confirming the
shareholders' identity, the Board of Directors or the convener of
shareholders' meeting shall determine the record date, and the shareholders
registered upon the closing of the market on the record date shall be entitled
to relevant rights and interests.
4.1.3 The shareholders of the Company shall enjoy the following rights:
(I) Receive dividends and benefit distribution in other
forms to the extent of the shares held thereby;
(II) Request, hold, convene, preside over, participate in, or
send a proxy to attend the shareholders' meeting according to the laws, and
exercise corresponding voting rights;
(III) Supervise the Company's business operations, propose
suggestions, or raise questions;
(IV) Transfer, donate, or pledge the shares held by them in
accordance with laws, administrative regulations, and the provisions of these
Articles;
(V) Consult and copy the Articles of Association, the register
of shareholders, the minutes of shareholders' meetings, the resolutions of the
board meeting and the financial and accounting reports. Shareholders who meet
the requirements of Paragraph 2 of Article 4.1.5 of these Articles may consult
the Company's accounting books and accounting vouchers.
(VI) Participate in the distribution of the remaining property of
the Company based on their shareholding ratios in the event of termination or
liquidation of the Company;
(VII) Require the Company to purchase the shares held thereby if
raising any objection to any resolution of the shareholders' meeting on merger
or division of the Company;
(VIII) Other rights stipulated by laws, administrative regulations,
departmental rules, or these Articles.
4.1.4 Where shareholders request to consult and copy relevant materials of the
Company, they shall comply with the provisions of laws and administrative
regulations such as the Company Law and the Securities Law.
4.1.5 When exercising the rights under Item (V) of Article 4.1.3 to request
access to and copy relevant materials of the Company, a shareholder shall
provide the Company with written documents certifying their identity, the type
of shares they hold in the Company, and the quantity of such shares. After
verifying the shareholder's identity, the Company shall provide the requested
materials in accordance with the shareholder's request.
Shareholders who have individually or jointly held not less than three percent
of the Company's shares for a continuous period of not less than one hundred
and eighty (180) days and request to consult the Company's accounting books
and accounting vouchers shall, in addition to submitting the materials as
required in the preceding paragraph, submit a written request to the Company
stating their purpose. If the Company has reasonable grounds to believe that a
shareholder's request to consult the accounting books or accounting vouchers
is for an improper purpose and may prejudice the legitimate interests of the
Company, the Company may refuse to provide access and shall, within fifteen
(15) days from the date the shareholder submits the written request, reply in
writing to the shareholder stating the reasons therefor. If the Company
refuses to provide access, the shareholder may file a lawsuit with the
people's court.
Shareholders may entrust intermediary institutions such as accounting firms
and law firms to consult the materials specified in the preceding paragraph.
When shareholders and the intermediary institutions such as accounting firms
and law firms entrusted by them consult and copy relevant materials, they
shall comply with the provisions of laws and administrative regulations
regarding the protection of state secrets, trade secrets, personal privacy and
personal information.
The provisions of this article shall apply to shareholders' requests to
consult or copy relevant materials of the Company's wholly-owned subsidiaries.
4.1.6 If a resolution made by the shareholders' meeting or the Board of
Directors of the Company contravenes any laws or administrative regulations,
the shareholders may request the people's court to declare such resolution to
be invalid. If the procedures for convening, or the methods of voting at, the
shareholders' meeting or meetings of the Board of Directors violate the laws,
administrative regulations or these Articles, or the content of a resolution
violate these Articles, shareholders shall be entitled to initiate proceeding
to the People's Court to rescind such resolutions within sixty (60) days from
the date on which such resolution is adopted, except for the conditions where
the convening procedures or voting methods of the shareholders' meeting or the
board meeting have only minor flaws and do not pose a substantial impact on
the resolution.
If the Board of Directors, shareholders and other relevant parties have
disputes over the validity of the resolutions of the shareholders' meeting,
they shall promptly file a lawsuit with the people's court. Before the
people's court makes a judgment or ruling such as revoking the resolution, the
relevant parties shall implement the resolution of the shareholders' meeting.
The Company, directors and senior executives shall earnestly perform their
duties to ensure the normal operation of the Company.
Where the people's court makes a judgment or ruling on relevant matters, the
Company shall fulfill its information disclosure obligations in accordance
with the provisions of laws, administrative regulations, CSRC and the stock
exchange, fully explain the impacts, and actively cooperate with the
implementation after the judgment or ruling comes into effect. In case of
matters involving the correction of previous items, they will be dealt with in
a timely manner and the corresponding information disclosure obligations will
be fulfilled.
4.1.7 The resolutions of the shareholders' meeting or the Board of Directors
of the Company shall not come into effect under any of the following
circumstances:
(I) Resolutions are made without convening a
shareholders' meeting or a board meeting;
(II) The shareholders' meeting or the board meeting fails
to vote on the matters to be resolved;
(III) The number of attendees or the number of voting rights
held fails to reach the number or the number of voting rights stipulated in
the Company Law or these Articles of the Company;
(IV) The number of people agreeing to the matters of the
resolution or the number of voting rights held fails to reach the number or
the number of voting rights stipulated in the Company Law or these Articles of
the Company.
4.1.8 Where the Company incurs losses as a result of violation of the laws,
administrative regulations or provisions of these Articles by directors and
senior executives other than members of the Audit Committee during performing
their duties with the Company, the shareholders individually or jointly
holding 1% or more of the Company's shares for more than one hundred and
eighty (180) consecutive days shall be entitled to request in writing the
Audit Committee to bring a lawsuit in the people's court. Where the Company
incurs losses as a result of the Audit Committee members' violation of the
laws, administrative regulations or provisions hereof during performing its
duties with the Company, the above-mentioned shareholders shall be entitled to
request in writing to the Board of Directors to bring a lawsuit in the
people's court.
In the event that the Audit Committee or the Board of Directors refuses to
initiate proceedings after receiving the written request of shareholders
stated in the foregoing 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, shareholders
described in the preceding paragraph shall have the right to initiate
proceedings in the people's court directly in their own names in the interest
of the Company.
If others infringe the legitimate rights of the Company and cause any damage
to the Company, any shareholder described in the first paragraph of this
article can bring an accusation to the people's court in accordance with the
provisions of the preceding two paragraphs.
Where the directors, supervisors or senior executives of a wholly-owned
subsidiary of the Company, in performing their duties, violate the provisions
of laws, administrative regulations or these Articles and cause losses to the
Company, or where losses are caused due to the infringement upon the
legitimate rights and interests of the wholly-owned subsidiary by others,
shareholders who have individually or jointly held not less than 1% of the
Company's shares for a continuous period of not less than one hundred and
eighty (180) days may, in accordance with the provisions of the first three
paragraphs of Article 189 of the Company Law, request in writing the
Supervisory Committee or the Board of Directors of the wholly-owned subsidiary
to file a lawsuit with the people's court or directly file a lawsuit with the
people's court in their own names.
If the wholly-owned subsidiary of the Company does not have a Supervisory
Committee or supervisors but has an Audit Committee, the provisions of
Paragraph 1 and Paragraph 2 of this article shall apply.
4.1.9 If directors or senior executives contravene laws, administrative
regulations, or these Articles, thereby damaging shareholders' interests,
shareholders can start litigation in the people's court.
4.1.10 The shareholders of the Company shall undertake the following
obligations:
(I) Abide by laws, administrative regulations, and these
Articles;
(II) Make payment for the shares subscribed according to the
specified contribution method;
(III) Except in the circumstances stipulated by laws and
regulations, its share capital shall not be withdrawn;
(IV) Not to misuse the shareholder's rights to prejudice the
interests of the Company or other shareholders, or abuse the independent
status as a corporate juridical person or the limited liabilities of a
shareholder to prejudice the interests of creditors of the Company;
If abusing the shareholder's rights and causing losses to the Company or other
shareholders, the shareholder of the Company shall be liable for compensation
according to law;
Where abusing the independent status as a corporate juridical person and the
limited liabilities of a shareholder to evade debts and thus seriously
prejudicing the interests of the creditors of the Company, the shareholder of
the Company shall assume joint liabilities for the debts of the Company;
(V) Fulfill other obligations as stipulated by laws,
administrative regulations and these Articles.
Except the conditions agreed upon by the subscriber of the shares during
subscribing, the shareholders may not be liable for any additional share
capital.
4.1.11 If a shareholder holding 5% or more voting shares of the Company
provides security with those shares, he shall report to the Company in writing
on the day of such occurrence.
4.1.12 In addition to the obligations required by laws, administrative
regulations, or the Listing Rules of the stock exchange where the Company's
shares or GDR are listed, the controlling shareholders shall not make any
decisions that will impair the interests of all or some of the shareholders
concerning the following aspects when they exercise their powers as
shareholders by exercising their voting rights:
(I) Exempt the responsibility of the directors to act in
good faith for the maximum benefit of the Company;
(II) Approve the directors to deprive the property of the
Company (including but not limited to the opportunities favorable to the
Company) in any form for their own benefits or for the benefits of others;
(III) Approve the directors to deprive the individual rights and
interests of other shareholders (including but not limited to any distribution
rights, voting rights, but excluding the restructuring of the Company which is
submitted to the shareholders' meeting for approval in accordance with these
Articles) for their own benefits or for the benefit of others.
Section II Controlling Shareholder and Actual Controller
4.2.1 The controlling shareholder and actual controller of the Company shall
exercise their rights and fulfill their obligations in accordance with the
provisions of laws, administrative regulations, CSRC and the stock exchange,
and safeguard the interests of the listed company.
4.2.2 The controlling shareholder and actual controller of the Company shall
abide by the following provisions:
(I) Exercise shareholders' rights in accordance with the
law, and refrain from abusing control rights or using affiliated relationships
to damage the legitimate rights and interests of the Company or other
shareholders;
(II) Strictly fulfill the public statements and various commitments made,
and shall not change or waive them without authorization;
(III) Strictly perform the information disclosure obligations in accordance
with the relevant regulations, actively cooperate with the Company in
information disclosure, and promptly inform the Company of major events that
have occurred or are planned to occur;
(IV) Shall not occupy the Company's funds in any way;
(V) Shall not force, instigate or demand the Company and relevant personnel
to provide guarantees in violation of laws and regulations;
(VI) Shall not seek benefits by taking advantage of the Company's
unpublished material information, nor disclose the Company's unpublished
material information in any way, nor engage in illegal and irregular acts such
as insider trading, short-swing trading and market manipulation;
(VII) Shall not damage the legitimate rights and interests of the
Company and other shareholders in any way, such as through unfair
related-party transactions, profit distribution, asset restructuring or
outbound investment;
(VIII) Ensure the integrity of the Company's assets, the independence
of its personnel, finance, institutions and business, and shall not affect the
Company's independence in any way;
(IX) Other provisions of laws, administrative regulations, the
provisions of CSRC, the business rules of the securities exchange and these
Articles.
Where the controlling shareholder or the actual controller of the Company does
not serve as a director of the Company but actually executes the Company's
affairs, the provisions on the duty of loyalty and the duty of diligence of
directors in these Articles shall apply.
If the controlling shareholder or the actual controller of the Company
instructs directors or senior executives to engage in acts that damage the
interests of the Company or shareholders, they shall bear joint and several
liability with such directors and senior executives.
4.2.3 Where the controlling shareholder or the actual controller pledges the
Company's stocks held or actually controlled by them, they shall maintain the
stability of the Company's control rights and production and operation.
4.2.4 Where the controlling shareholder or the actual controller transfers the
shares of the Company held by them, they shall comply with the restrictive
provisions on share transfer in the provisions of laws, administrative
regulations, CSRC and the securities exchange as well as their commitments
made regarding the restriction on share transfer.
Section III General Provisions on Shareholders' Meeting
4.3.1 The shareholders' meeting shall consist of all shareholders. The
shareholders' meeting is the Company's organ of authority, and shall exercise
its powers in accordance with law:
(I) Elect and change directors and decide the remuneration
of directors;
(II) Deliberate on and approve the reports of the Board of
Directors;
(III) Deliberate on and approve the profit distribution plan,
profit distribution policy adjustment plan, loss recovery plans for the
Company;
(IV) Make resolutions on the increase or reduction in the
registered capital of the Company;
(V) Make resolutions on the issuance of the corporate bonds;
(VI) Make resolutions on the Company's acquisition of its own
shares or on merger, division, dissolution, liquidation or alteration of the
Company's form;
(VII) Deliberate on and approve the amendment plan for these
Articles;
(VIII) Make resolutions on the appointment, dismissal or
non-reappointment of the accounting firm that undertakes the audit business of
the Company;
(IX) Deliberate on and approve the matter that the Company
purchases or sells any major asset which exceeds 30% of the Company's total
assets as audited in latest term;
(X) Deliberate on and approve the proposed related-party
transaction (except that the Company provides guarantees, receives cash assets
and debts which purely reduce the Company's obligations) amounting to more
than RMB 30 million between the Company and related party and such significant
related-party transaction accounts for more than five percent of absolute
value of the Company's net assets attributable to parent company as audited in
latest term;
The amount of related-party transactions between the Company and the same
related party, or transaction related to the type of transaction object
between the Company and different related party, will be calculated according
to the principles of accumulative calculation for twelve (12) consecutive
months;
(XI) Deliberate on and approve the guarantee matters and other
transaction matters stipulated in Article 4.3.2;
(XII) Deliberate on and approve matters concerning changing the
purpose of raised funds;
(XIII) Deliberate on the stock ownership incentive plan and employee
stock ownership plan;
(XIV) Deliberate on the repurchase of shares by the Company;
(XV) Deliberate proposals from shareholders who, individually or in
the aggregate, hold more than one percent of the shares representing the
voting rights of the Company;
(XVI) Deliberate on other matters, which shall be decided by the
shareholders' meeting according to the laws, administrative regulations,
department regulations, or these Articles.
The shareholders' meeting may authorize the Board of Directors to make
resolutions on the issuance of corporate bonds.
4.3.2 Any transaction behaviors (except that the Company provides financial
support, guarantees and receives cash assets and debts which purely reduce the
Company's obligations) in respect of the Company or its controlled
subsidiaries shall be submitted to the shareholders' meeting for deliberation
and approval if:
(I) The total amount of the assets involved in such
transaction (calculated based on the higher of the book value and estimated
value if both exist) accounts for more than fifty percent of the Company's
total assets as audited in the latest term;
(II) The net assets involved in the transaction object (such
as equity) (calculated based on the higher of the book value and estimated
value if both exist) account for more than fifty percent of the Company's net
assets as audited in the latest term, with an absolute amount of more than RMB
50 million;
(III) The transaction has a turnover (including assumed debts and
expenses) of more than fifty percent of the net assets of the Company as
audited in the latest fiscal year, with an absolute amount of more than RMB 50
million;
(IV) Profits from the transaction account for more than fifty
percent of the net profit of the Company as audited in the latest fiscal year,
with an absolute amount of above RMB 5 million;
(V) Relevant operating revenue of the transaction object (such
as equity) in the latest fiscal year accounts for more than fifty percent of
the total operating revenue of the Company as audited in the latest fiscal
year, with an absolute amount of above RMB 50 million;
(VI) Relevant net profit of the transaction object (such as
equity) in the latest fiscal year accounts for more than fifty percent of the
total net profit of the Company as audited in the latest fiscal year, with an
absolute amount of above RMB 5 million.
If these Articles or laws and regulations provide otherwise for the
consideration and voting of transaction behaviors, the relevant provisions
shall be followed.
If the data involved in the above indicators is negative, the absolute value
shall be taken for the calculation. The term "transaction" as defined in these
Articles includes the following: purchase or sale of assets; overseas
investment (including entrusted wealth management, investment in subsidiaries,
etc.); provision of financial support (including interest-bearing or
interest-free loans, entrusted loans, etc.); provision of guarantees
(including guarantees for controlled subsidiaries, etc.); lease-in or
lease-out of assets; entrustment or trusteeship of assets and business;
donation or receipt of donated assets; debt and debt restructuring; signing of
license agreements; transfer or acquisition of research and development
projects; waiver of rights (including waiver of preemptive right to purchase,
preemptive right to subscribe for capital contributions, etc.); other
transactions recognized by the Shanghai Stock Exchange (none of the above
transactions include the purchase of raw materials, fuels and power; provision
or receipt of labor services, etc.; as well as the sale of products and
commodities, etc.; project contracting and other transactions related to daily
operations, but such asset purchase or sale activities involved in asset swaps
are still included).
The following guarantee matters of the Company shall be submitted to the
shareholders' meeting for deliberation after being deliberated on and approved
by the Board of Directors:
(I) Any guarantee provided after the total guarantee to
third parties provided by the Company and its controlled subsidiaries has
exceeded fifty percent of the Company's net assets as audited in the latest
term;
(II) Any guarantee provided after the total external guarantee
provided by the Company and its controlled subsidiaries has exceeded thirty
percent of the Company's total assets as audited in the latest term;
(III) Any guarantee provided to others after the amount of the
guarantee, calculated on a cumulative basis within twelve consecutive months
according to the principle of cumulative calculation of the guaranteed amount,
exceeds 30% of the Company's total assets as audited in the latest term;
(IV) Any guarantee provided to a party who has an asset-liability
ratio in excess of seventy percent;
(V) Any single guarantee with the amount in excess of ten
percent of the Company's net assets as audited in the latest term;
(VI) Any guarantee provided to shareholders, actual controllers
and their related parties.
The guarantee mentioned in the preceding Item (III) subject to deliberation of
the shareholders' meeting shall be approved by at least two-thirds of the
votes held by the shareholders present at the meeting.
Where there is any violation of the authority of the Board of Directors and
the shareholders' meeting to approve external guarantees in these Articles and
any violation of the approval authority and deliberation procedures to provide
external guarantees, the relevant personnel shall be held responsible in
accordance with the relevant laws and regulations and the provisions of these
Articles.
If the Company's financial support matters fall under any of the following
circumstances, they shall also be submitted to the shareholders' meeting for
deliberation after being deliberated on and approved by the Board of
Directors:
(I) The amount of single financial support exceeds 10%
of the net assets of the Company as audited in the latest term;
(II) The latest financial statement data of the funded
object shows that the asset-liability ratio exceeds 70%;
(III) The accumulated amount of financial support in the last
12 months exceeds 10% of the net assets of the Company as audited in the
latest term;
(IV) Other circumstances as stipulated by CSRC, the stock
exchange or these Articles.
If the recipient of the financial support is a controlled subsidiary within
the scope of the Company's consolidated financial statements and the other
shareholders of such controlled subsidiary do not include the controlling
shareholder, the actual controller and their related parties of the listed
company, it may be exempted from the application of the provisions of the
preceding paragraph.
4.3.3 The shareholders' meetings are divided into annual shareholders' meeting
and extraordinary shareholders' meeting. The annual shareholders' meeting
shall be held annually within six (6) months after the end of the preceding
fiscal year.
4.3.4 In case of any one of the following circumstances, the Company shall
hold an extraordinary shareholders' meeting within two (2) months from the
date of occurrence of the relevant fact:
(I) The number of directors is less than six;
(II) The uncovered losses of the Company occupy 1/3 of the
total share capital;
(III) Shareholder(s) who individually or jointly hold more than
ten percent of the Company's shares (including preferred shares with the
restoration of voting rights, etc.) make(s) a request to hold such a meeting;
(IV) The Board of Directors deems it necessary to convene such a
meeting;
(V) The Audit Committee proposes to convene such a meeting;
(VI) Other circumstances stipulated by laws, administrative
regulations, departmental rules or these Articles of Association.
4.3.5 The place where the shareholders' meeting of the Company is held is the
location of the Company's office address.
A meeting place shall be arranged for the shareholders' meeting, which shall
be convened in the form of an on-site meeting, and may also be convened
simultaneously by means of electronic communication. The Company will also
provide online voting to facilitate the participation of the shareholders.
Shareholders who participate in the shareholders' meeting through the above
means shall be deemed to be present.
4.3.6 The Company shall employ a lawyer to provide legal advice on the
following issues and make relevant announcements when convening the
shareholders' meeting:
(I) Whether the convening of the meeting and its procedures
are in compliance with provisions of laws, administrative regulations and
these Articles;
(II) Whether the qualifications of the attendees and the
person(s) convening the meeting are legal and valid;
(III) Whether the voting procedures and voting results of the
meeting are legal and valid;
(IV) Legal opinions on other related matters at the request of the
Company.
Section IV Convening of Shareholders' Meeting
4.4.1 The Board of Directors shall convene the shareholders' meeting on time
within the prescribed time limit. With the consent of more than half of all
independent directors, independent directors have the right to propose to the
Board of Directors to convene an extraordinary shareholders' meeting. Where
independent directors exercise such right of proposal, the Company shall
disclose promptly. Where the above-mentioned right cannot be normally
exercised, the Company shall disclose the specific circumstances and reasons.
The Board of Directors shall, subject to provisions of laws, administrative
regulations, and these Articles, give a written response to agree or disagree
to hold an extraordinary shareholders' meeting within ten (10) days after its
receipt of the proposal for the extraordinary shareholders' meeting by
independent directors.
Where the Board of Directors agrees to convene an extraordinary shareholders'
meeting, the notice of convening the extraordinary shareholders' meeting will
be issued within five (5) days after the resolution of the Board of Directors
is made. Where the Board of Directors does not agree to convene an
extraordinary shareholders' meeting, it shall explain the reasons and make an
announcement.
4.4.2 When the Audit Committee proposes to the Board of Directors to convene
an extraordinary shareholders' meeting, it shall put forward the proposal to
the Board of Directors in written form. The Board of Directors shall, subject
to provisions of laws, administrative regulations and these Articles, give a
written response on agreeing or disagreeing to hold the extraordinary
shareholders' meeting within ten (10) days after its receipt of the proposal.
If the Board of Directors agrees to convene an extraordinary shareholders'
meeting, it shall issue a notice of convening the shareholders' meeting within
five (5) days after making the Board of Directors' resolution. For any changes
to the original proposal in the notice, the consent of the Audit Committee
shall be obtained.
If the Board of Directors does not agree to convene an extraordinary
shareholders' meeting or fails to give feedback within ten (10) days after
receiving the proposal, it shall be deemed that the Board of Directors is
unable to perform or fails to perform its duty of convening the shareholders'
meeting. In such a case, the Audit Committee convenes and presides over the
meeting on its own.
4.4.3 Shareholders who individually or jointly hold more than 10% of the
Company's shares (including preferred shares with the restoration of voting
rights, etc.) and request the Board of Directors to convene an extraordinary
shareholders' meeting shall put forward the request to the Board of Directors
in written form and clarify the topics of the meeting. The Board of Directors
shall, in accordance with the provisions of laws, administrative regulations,
and these Articles, give written feedback on whether or not to agree to
convene an extraordinary shareholders' meeting within ten (10) days after
receiving the written request.
If the Board of Directors agrees to convene an extraordinary shareholders'
meeting, it shall issue a notice of convening the shareholders' meeting within
five (5) days after making the Board of Directors' resolution. For any changes
to the original request in the notice, the consent of the relevant
shareholders shall be obtained.
If the Board of Directors does not agree to convene an extraordinary
shareholders' meeting or fails to give feedback within ten (10) days after
receiving the request, shareholders who individually or jointly hold more than
10% of the Company's shares (including preferred shares with the restoration
of voting rights, etc.) shall have the right to propose to the Audit Committee
to convene an extraordinary shareholders' meeting and shall put forward the
request to the Audit Committee in written form.
If the Audit Committee agrees to convene an extraordinary shareholders'
meeting, it shall issue a notice of convening the shareholders' meeting within
five (5) days after receiving the request. For any changes to the original
request in the notice, the consent of the relevant shareholders shall be
obtained.
If the Audit Committee fails to issue the notice of the shareholders' meeting
within the prescribed time limit, it shall be deemed that the Audit Committee
does not convene and preside over the shareholders' meeting. Shareholders who
individually or jointly hold more than 10% of the Company's shares (including
preferred shares with the restoration of voting rights, etc.) for more than
ninety (90) consecutive days may convene and preside over the meeting on their
own.
4.4.4 If the Audit Committee or shareholders decide to convene the
shareholders' meeting on their own, they must notify the Board of Directors in
writing and file with the Shanghai Stock Exchange at the same time.
Before the announcement of the resolution of the shareholders' meeting, the
shareholding proportion of the convening shareholders (including preferred
shares with the restoration of voting rights, etc.) shall not be lower than
10%. The convening shareholders shall disclose the announcement no later than
when sending out the notice of the shareholders' meeting and undertake that
during the period from the date of proposing to convene the shareholders'
meeting to the date of convening the meeting, their shareholding proportion
will not be lower than 10% of the Company's total share capital.
The Audit Committee or the convening shareholders shall submit relevant
supporting materials to the Shanghai Stock Exchange when sending out the
notice of the shareholders' meeting and releasing the announcement of the
resolution of the shareholders' meeting.
4.4.5 For the shareholders' meeting convened by the Audit Committee or
shareholders on their own, the Board of Directors and the secretary of the
Board of Directors will provide cooperation. The Board of Directors shall
provide the register of shareholders on the equity registration date.
4.4.6 All costs and expenses as necessary for the shareholders' meeting
convened by the Audit Committee or shareholders shall be borne by the Company.
If the Board of Directors does not provide the register of shareholders, the
convener may use relevant notice on convening the shareholders' meeting to
apply for that register to the securities registration and settlement
organization. The register of shareholders obtained by the convener shall not
be used for purposes other than convening the shareholders' meeting.
Section V Proposal and Notice of Shareholders' Meeting
4.5.1 The content of the proposal shall fall within the powers of the
shareholders' meeting, include clear topics and concrete items for resolution,
and comply with the relevant provisions of laws, administrative regulations
and these Articles.
4.5.2 When the Company convenes a shareholders' meeting, the Board of
Directors, the Audit Committee and shareholders who individually or jointly
hold more than 1% of the Company's shares (including preferred shares with the
restoration of voting rights, etc.) shall have the right to put forward
proposals to the Company.
Where a qualified shareholder submits a provisional proposal prior to the
shareholders' meeting, the percentage of shares held between the issuance of
the notice of the proposal and the announcement of the resolution of the
meeting shall not be less than one percent.
Where a shareholder proposes a provisional proposal, it shall provide the
convener with the certification documents for holding more than one percent of
the shares of the listed company. Where a shareholder jointly proposes a
proposal by way of entrustment, the entrusting shareholder shall issue a
written authorization document to the entrusted shareholder.
Shareholders individually or jointly holding not less than 1% of the Company's
shares (including preferred shares with the restoration of voting rights,
etc.) may submit a provisional proposal to the convener in writing ten (10)
days prior to the date of the shareholders' meeting. The convener shall issue
a supplementary notice of the shareholders' meeting within two (2) days after
receiving the proposal, announce the content of the temporary proposal and
submit the temporary proposal to the shareholders' meeting for deliberation,
except for temporary proposals violating laws, administrative regulations or
the provisions of these Articles, or are not within the authority scope of the
shareholders' meeting.
Except for the circumstances in the preceding provisions, the convener shall
not modify those proposals as listed in the notice of the shareholders'
meeting or add any new proposal after giving the notice.
The shareholders' meeting shall not vote on or make a resolution on proposals
that are not listed in the notice of the shareholders' meeting or do not
comply with the provisions of these Articles.
4.5.3 When convening an annual shareholders' meeting, the convener shall
notify all shareholders by means of an announcement twenty (20) days before
the meeting is held. When convening an extraordinary shareholders' meeting,
the convener shall notify all shareholders by means of an announcement fifteen
(15) days before the meeting is held.
4.5.4 The shareholders' meeting shall not make decisions on matters that are
not stated in the notice.
4.5.5 The notice of the shareholders' meeting shall include the following:
(I) Date, place, and duration of the meeting;
(II) Matters and proposals to be discussed at the meeting;
(III) A statement in clear words that: all shareholders have
the right to attend the shareholders' meeting, or may attend and vote in the
meeting by proxy in written form, who may not necessarily be the shareholder
of the Company;
(IV) The date of equity registration for shareholders entitled
to attend the shareholders' meeting;
(V) Name and telephone number of the standing contact person
for the meeting;
(VI) Voting time and voting procedures by online or other
means.
The notice and supplementary notice of the shareholders' meeting shall fully
and completely disclose the specific content of all the proposals, as well as
all the materials or explanations required for shareholders to make a
reasonable judgment on the matters to be discussed.
The starting time of online vote or other ways of voting of the shareholders'
meeting shall not be earlier than 3:00 p.m. of the date before the on-site
convening of the shareholders' meeting and later than 9:30 a.m. of the date of
on-site convening of the meeting, while the ending time shall not be before
3:00 p.m. of the date when the on-site shareholders' meeting ends.
The interval between the date of equity registration and the date of the
meeting shall not be more than seven (7) working days. The equity registration
date shall not be changed upon determination.
4.5.6 If the election of directors is to be discussed at the shareholders'
meeting, the notice of the shareholders' meeting will fully disclose the
detailed information of the director candidates, including at least the
following:
(I) Education background, work experience, part-time jobs,
and other personal information;
(II) Whether there is any affiliation to the directors, senior
executives, controlling shareholders, actual controller, and shareholders
holding more than 5% shares of the Company;
(III) Whether any circumstances prohibit such candidates from
serving as directors or senior executives according to the Company Law, other
laws and regulations, and other relevant provisions;
(IV) The number of shares held in the Company;
(V) Whether such candidates are prohibited by CSRC from serving
as directors and senior executives in listed companies, and the prohibition
term has not yet expired;
(VI) Whether such candidates are publicly recognized by any stock
exchange as unfit to be directors or senior executives of listed companies,
and the term has not yet expired;
(VII) Other important matters required to be disclosed by the
Shanghai Stock Exchange.
In addition to the election of directors by accumulative voting, each director
candidate shall be put forward by a single proposal.
4.5.7 Except as otherwise provided by laws, administrative regulations,
listing rules of the stock exchange where the Company's shares or GDR are
listed, or these Articles, the notice of shareholders' meeting shall be sent
by specially designated persons or by mail postpaid to shareholders (whether
or not having voting right at the shareholders' meeting). The receiver address
shall be that on the register of shareholders. For shareholders of A shares,
the notice of shareholders' meeting could also be in the form of announcement.
The announcement referred to in the preceding paragraph shall be published in
one or more newspapers designated by the security's regulatory institution
under the State Council within the period of meeting notice requirements in
Article 4.4.3 of these Articles, and once announced, it shall be deemed that
all shareholders of A shares have received the notice of the shareholders'
meeting.
4.5.8 The shareholders' meeting shall not be postponed or canceled and those
proposals as listed in the notice of the shareholders' meeting shall not be
canceled without justified reasons after the giving of the notice. In case of
postponement or cancellation, the convener shall proclaim it and explain the
reasons at least two (2) working days before the originally determined date of
the meeting. If the shareholders' meeting is postponed, the date of the
postponed meeting shall also be disclosed.
Section VI Convening of Shareholders' Meeting
4.6.1 The Board of Directors of the Company and other conveners shall take
necessary actions to guarantee the normal order of the shareholders' meeting.
Appropriate actions shall be taken to stop any act of interfering with the
shareholders' meeting, causing troubles and infringing shareholders' lawful
rights and interests, and such an act will be timely reported to relevant
department for investigation and treatment.
4.6.2 All shareholders registered on the date of equity registration or their
proxies shall be entitled to attend the shareholders' meeting and exercise
their voting rights in accordance with relevant laws, regulations, and these
Articles.
Any shareholder who has the right to attend and vote at the shareholders'
meeting may attend the shareholders' meeting in person or may appoint one
person (who may not be a shareholder of the Company) as his/her proxy and
attend and vote at the meeting on his/her behalf. The shareholder's proxy,
under the authorization of such shareholder, may exercise the following
rights:
(I) Exercising the shareholder's right to speak at the
shareholders' meeting;
(II) Requesting on its initiative or jointly with others to
vote by poll.
4.6.3 Individual shareholders present at the meeting in person shall present
personal ID cards or other valid documents or certificates that can identify
them; proxies present at the meeting on behalf of others shall present valid
ID cards and the power of attorney from shareholders they present.
For the institutional shareholder, the legal representative or the proxy
appointed by the legal representative shall attend the meeting on behalf. The
legal representatives who attend the meeting in person shall present their ID
cards or other valid credentials that can certify their identities as legal
representatives. For those who entrust their proxies to attend the meeting,
the proxies shall present their ID cards and the written powers of attorney
provided by the legal representatives of the institutional shareholders.
4.6.4 Shareholders shall entrust proxies in writing, and the entrustment shall
be signed by the principal or the proxy entrusted in writing by the principal.
If the principal is a legal person, it shall affix its corporate seal or be
signed by its directors or formally appointed proxies.
The power of attorney issued by a shareholder for entrusting others to attend
the shareholders' meeting shall specify the following:
(I) The name of the principal, the type and quantity of the
Company's shares held;
(II) The name of the proxy;
(III) The specific instructions of the shareholder, including
instructions on voting for, against or abstaining from each item to be
considered on the agenda of the shareholders' meeting, etc.;
(IV) Date of issuance and validity period of the power of
attorney;
(V) The signature (or seal) of the principal. In case the
principal is an institutional shareholder, the official seal of the legal
person shall be affixed.
4.6.5 The format of any power of attorney issued by the Board of Directors of
the Company to shareholders for appointing shareholder proxies shall allow
shareholders to freely choose to instruct shareholder proxies to vote for or
against, and give separate instructions on the matters to be voted on for each
topic of the meeting.
4.6.6 The power of attorney for voting shall be kept at the Company's domicile
or other place specified in the notice of convening the meeting at least
twenty-four hours before the relevant meeting for voting entrusted by the
power of attorney or twenty-four hours before the designated voting time. If
the proxy form is signed by someone authorized by the principal, the power of
attorney or other authorization documents shall be notarized. The notarized
power of attorney or other authorization documents together with the power of
attorney appointing a voting proxy shall be deposited at the domicile of the
Company or any other place as designated in the notice of convening the
meeting.
4.6.7 Prior to voting, in case of death or incapacity of the Principal, or if
the appointment is canceled, the authorization for signing the appointment is
withdrawn, or the relevant shares are transferred, the voting by the
shareholder's proxy under the proxy form shall remain in force, provided that
the Company does not receive any written notice of such matters prior to the
meeting.
4.6.8 The register of participants at the meeting shall be prepared by the
Company. Such register shall state the name (or entity name) of the attendee,
ID card number, the number of shares held by the attendee or presenting voting
right, the name (or entity name) of the principal and other relevant matters.
4.6.9 The convener and the lawyer hired by the Company shall jointly verify
the legality of shareholders' qualifications based on the list of shareholders
provided by the securities registration and settlement organization, and
register the names (or titles) of shareholders and the number of shares with
voting rights they hold. The meeting registration shall be completed before
the moderator announces the number of the present shareholders and proxies,
and total number of voting shares.
4.6.10 If the shareholders' meeting requires directors or senior executives to
attend the meeting as nonvoting delegates, they shall do so and accept
inquiries from shareholders.
4.6.11 The shareholders' meeting is convened by the Board of Directors. The
shareholders' meeting shall be presided over by the chairman as the moderator.
If the chairman is unable to perform relevant duties or fails to perform
relevant duties, the vice chairman shall preside over the meeting. If the vice
chairman is unable to perform relevant duties or fails to perform relevant
duties, a director jointly recommended by more than half of the directors
shall preside over the meeting as the moderator.
If the shareholders' meeting is convened by the Audit Committee on its own, it
shall be presided over by the convener of the Audit Committee. If the convener
of the Audit Committee is unable to perform relevant duties or fails to
perform relevant duties, a member of the Audit Committee jointly recommended
by more than half of the members of the Audit Committee shall preside over it.
For the shareholders' meeting convened by shareholders on their own, it shall
be presided over by the convener or the representative recommended by the
convener.
When the shareholders' meeting is held, if the moderator violates these
Articles or the rules of procedure for the shareholders' meeting of the
Company, causing the shareholders' meeting unable to continue, with the
consent of shareholders with more than half of the voting rights present at
the shareholders' meeting, the shareholders' meeting may recommend one person
to serve as the moderator and continue the meeting.
4.6.12 The Company shall formulate the Rules of Procedure of the Shareholders'
Meeting and specify the detailed holding, convening and voting procedures
hereof, including notification, registration, deliberation of proposals,
voting, count of votes, the announcement of voting results, formulation of
resolutions, meeting minutes and signature and pronouncements as well as the
principle of authorization from the shareholders' meeting to the Board of
Directors, and the authorization content shall be definite and specific. The
Rules of Procedure of the Shareholders' Meeting, as an annex to these
Articles, shall be prepared by the Board of Directors and approved by the
shareholders' meeting.
4.6.13 The Board of Directors shall report to the shareholders' meeting on
their work in the past year at the annual shareholders' meeting. Each
independent director shall also submit to the annual shareholders' meeting an
annual report on his/her performance of duties.
4.6.14 The directors and senior executive shall provide explanations and
clarifications for the inquiries and suggestions made by the shareholders at
the shareholders' meeting.
4.6.15 The moderator of the meeting shall, prior to the voting, announce the
number of shareholders and proxies attending the meeting, as well as the total
voting shares held by such present shareholders and proxies, which are subject
to the record in the meeting register.
4.6.16 There shall be minutes of the shareholders' meeting, which shall be
taken by the secretary of the Board of Directors. The minutes shall record:
(I) Time, place, agenda, and name of the convener of the
meeting;
(II) The names of the moderator and the directors and senior
executives who attend the meeting as nonvoting delegates;
(III) Number of shareholders and proxies attending the meeting,
total number of voting shares held by them, and their proportion in the total
number of shares of the Company;
(IV) Consideration process, main points of address, and voting
results of each proposal;
(V) Inquiries or suggestions raised by shareholders and the
corresponding replies or explanations;
(VI) Names of the lawyer, vote counter, and scrutineer;
(VII) Other contents specified in these Articles that shall be
recorded in the minutes.
4.6.17 The convener shall ensure that the minutes are true, accurate and
complete. The directors, the secretary of the Board of Directors, the convener
or his or her representatives, and the moderator who attend or participate in
the meeting as nonvoting delegates shall sign the minutes of the meeting. The
minutes shall be kept together with the register of present shareholders and
the power of attorney for present proxies as well as valid documents
describing the results of online and other voting process, for a period of ten
years at least.
4.6.18 Shareholders may inspect copies of meeting minutes during the Company's
office hours free of charge. If any shareholder requests a copy of the
relevant minutes from the Company, the Company shall send the copy to the
shareholder within seven days after having received a reasonable fee.
4.6.19 The convener should ensure that the shareholders' meeting can be
convened continuously until a final resolution is passed. In case the
shareholders' meeting is suspended, or no resolution can be made due to force
majeure and other special reasons, necessary actions shall be taken to resume
the meeting as soon as possible or the shareholders' meeting may be directly
terminated, and a prompt notice shall be given. In addition, the convener
shall report it to the CSRC's local office where the Company is located and
the Shanghai Stock Exchange.
Section VII Voting and Resolutions of Shareholders' Meeting
4.7.1 Resolutions of the shareholders' meeting include ordinary and special
resolutions.
Any ordinary resolution of the shareholders' meeting shall be passed with more
than half of the voting rights held by the shareholders who attend the
meeting.
Any special resolution of the shareholders' meeting shall be passed with more
than two-thirds of the voting rights held by the shareholders who attend the
meeting.
The shareholders referred to in this article include shareholders who entrust
proxies to attend the shareholders' meeting.
4.7.2 The following matters shall be approved by an ordinary resolution of the
shareholders' meeting:
(I) Work Report of the Board of Directors;
(II) Profit distribution plans and loss compensation plans
prepared by the Board of Directors;
(III) Appointment and dismissal of members of the Board of
Directors as well as their remunerations and payment method;
(IV) The Company's balance sheet, income statement, and other
financial statements;
(V) Matters other than those specified to be adopted by a
special resolution by provisions of laws, administrative regulations or these
Articles.
4.7.3 The following matters shall be adopted by the shareholders' meeting
through special resolutions:
(I) The Company's increase or decrease of its registered
capital and issuance of any kind of stocks, warrants and other similar
securities;
(II) Issuance of corporate bonds;
(III) Division, separation, merger, dissolution and
liquidation of the Company;
(IV) Any amendment to these Articles;
(V) The amount of the Company's purchase or sale of major
assets or the provision of guarantees to others within one year exceeds 30% of
total assets of the Company as audited in the latest term;
(VI) Profit distribution policy adjustment plan;
(VII) Stock ownership incentive plan;
(VIII) Company's share repurchase;
(IX) Other matters that are specified by laws, administrative
regulations or these Articles and that are recognized by an ordinary
resolution of the shareholders' meeting as exerting a significant impact on
the Company and to be approved by a special resolution.
4.7.4 Shareholders will exercise the voting right according to the number of
voting shares held by them, with one vote for each share.
When the shareholders' meeting deliberates on major matters concerning the
interests of minority investors, the votes of small and medium investors shall
be counted separately. Separate counting results shall be disclosed publicly
and timely.
There shall be no voting right for the shares of the Company held by the
Company itself and such shares shall not be included in the total number of
shares with voting rights held by shareholders present at the shareholders'
meeting.
Where a shareholder purchases the voting shares of the Company in violation of
the provisions of Paragraphs 1 and 2 of Article 63 of the Securities Law, the
share exceeding the prescribed proportion shall not exercise the voting rights
within 36 months after purchase, and shall not be included in the total number
of voting shares attending the shareholders' meeting.
The Board of Directors, independent directors, shareholders holding 1% or more
of the shares with voting rights, or the investor protection institutions
established according to laws, administrative regulations, or the provisions
of CSRC may solicit the voting rights of shareholders. To solicit such voting
rights is subject to fully disclosing the specific voting intention and other
relevant information to the shareholders with voting rights being solicited. A
paid solicitation or disguised paid solicitation of shareholders' voting
rights is not allowed. Except for the statutory conditions, the Company may
not impose the minimum shareholding ratio limit on the voting right
solicitation.
4.7.5 When the shareholders' meeting discusses associated related-party
transactions, the associated shareholders shall not participate in the voting.
Their voting shares held will not be calculated within the total number of
valid votes. The public announcement of shareholders' meeting decisions shall
fully disclose the voting circumstances of the non-associated shareholders.
4.7.6 Except under special circumstances such as company crisis, without the
approval by a special resolution of the shareholders' meeting, the Company
will not enter into a contract with any person other than a director or senior
executives to entrust the management of all or important business of the
Company to that person.
4.7.7 The list of director candidates shall be submitted to the shareholders'
meeting for voting in the form of a proposal.
When the shareholders' meeting conducts voting to elect the directors,
cumulative voting shall apply according to these Articles or a resolution of
the shareholders' meeting. The aforementioned directors include independent
directors and non-independent directors. The directors served by employee
representatives shall be democratically elected or replaced by the employees
of the Company, and the relevant provisions of this article on the election at
the shareholders' meeting and cumulative voting system shall not apply.
The above-mentioned cumulative voting system means that each share has voting
rights of the same number of directors to be elected and voting rights held by
a shareholder can be used in a centralized way in case of election of
directors at the shareholders' meeting. Director candidates with the most
votes shall be elected and the number of votes cast for the elected directors
shall exceed 50% of the total shares held by shareholders attending the
shareholders' meeting.
To ensure that the election of independent directors meets the regulations,
the Company conducts separate elections for independent directors and
non-independent directors, both using the cumulative voting system. The
specific operation is as follows: In the election of independent directors,
each shareholder present at the meeting is entitled to such number of votes as
equal to the product of the total number of shares held by it and the number
of independent directors to be elected at the shareholders' meeting, and such
votes can only be used for the independent director candidates in the
shareholders' meeting. In the election of non-independent directors, each
shareholder present at the meeting is entitled to such number of votes as
equal to the product of the total number of shares held by it and the number
of non-independent directors to be elected at the shareholders' meeting, and
such votes can only be used for candidates of non-independent directors in the
shareholders' meeting.
If the number of directors elected at the shareholders' meeting falls short of
the required number, or if there are multiple candidates with the same number
of votes but only one can be elected as a director, a second round of voting
shall be conducted for the remaining positions until all the required
directors are elected. During the second round of voting, the total number of
voting rights of each shareholder participating in the vote is equal to the
product of the number of shares held by it and the number of directors still
needed to be elected. Any matters not covered by the cumulative voting method
shall be resolved through consultation between the moderator of the meeting
and the shareholders attending the meeting. If consensus cannot be reached
through consultation, it shall be handled following the opinion passed by the
shareholders present at the meeting with more than half of the voting rights.
The Board of Directors shall announce to shareholders the resumes and basic
information of the candidate directors.
4.7.8 Besides the cumulative voting system, the shareholders' meeting will
conduct voting on each of the proposals. If different proposals are submitted
on the same issue, the voting shall be conducted in the chronological order in
which these proposals have been submitted. In case of interruption of the
shareholders' meeting or failure to reach a resolution due to unusual reasons
such as force majeure, the shareholders' meeting shall not leave the proposals
suspended or leave them without voting.
4.7.9 When the shareholders' meeting discusses the proposals, it shall not
modify any proposals, otherwise the related changed proposal shall be deemed
as a new proposal and shall not be voted at this shareholders' meeting.
4.7.10 The same vote shall be only one of the following voting modes,
face-to-face voting, online voting or other means. A repetitively used vote
can be only valid as its first voting.
4.7.11 Two shareholder representatives shall be elected to participate in the
vote counting and supervising before voting on a proposal at the shareholders'
meeting. If the deliberation matters are related to certain shareholders, the
relevant shareholders and proxies must not participate in vote counting and
supervision.
When the shareholders' meeting is voting on a proposal, the lawyers and
shareholder representatives shall work together to count and scrutinize the
votes and announce the result of the voting on the spot. The voting results of
the proposals shall be recorded in the meeting minutes.
The shareholders or their proxies of listed companies voting online or another
way have the right to examine the results of their votes through the
corresponding voting systems.
4.7.12 The end time of the shareholders' meeting held on-site shall not be
earlier than that of the online or other methods. The moderator shall announce
the voting situation and result of each proposal, and declare whether the
proposal is adopted according to the voting result.
Prior to the formal announcement of the voting results, the listed companies,
vote counters, scrutineers, shareholders, network service suppliers, etc.
involved in the shareholders' meeting, online voting or voting in other
manners, are all responsible for confidentiality of the voting results.
4.7.13 Shareholders attending the shareholders' meeting shall present one of
the following views on the proposal submitted for voting: consent, objection
or abstention. Except for securities registration and settlement institutions,
as nominee holders of stocks of interconnectivity mechanism between the
Mainland and Hong Kong SAR on the stock market, where declarations are made
based upon the intention of actual holders.
In case the vote is uncompleted, mistakenly completed or illegible or the vote
is not submitted, it shall be deemed that the voter gives up the voting right
and the voting results of the holding shares shall be counted as "waiver".
4.7.14 In case of the meeting moderator having any suspicion for the voting
results and resolutions, he/she may require the votes to be counted; if the
moderator fails to count the votes, and if the shareholders or their proxies
present have any questions for the result published by the moderator, they
have the right to require counting votes immediately upon announcement of
voting results, and moderator shall promptly organize the count of votes.
Where votes are counted at the shareholders' meeting, the counting results
shall be recorded in the minutes of the meeting.
4.7.15 The resolutions of the shareholders' meeting shall be announced timely.
The announcement shall state the number of present shareholders and proxies,
the total number of voting shares, and its ratio to total voting shares of the
Company, the method of voting, the voting result of each proposal, and the
details of each resolution.
4.7.16 If a proposal is not approved at the meeting, or if a resolution of the
previous shareholders' meeting is changed in this shareholders' meeting, a
special prompt shall be made in the announcement of the resolutions of the
shareholders' meeting.
4.7.17 If the shareholders' meeting approves the proposals regarding the
election of directors, the newly elected directors will assume office upon the
conclusion of the shareholders' meeting.
4.7.18 If the shareholders' meeting approves proposals on cash dividends,
bonus shares, or conversion of capital reserve into share capital, the Company
shall implement the specific plans within two months after the conclusion of
the shareholders' meeting.
Chapter V Directors and Board of Directors
Section I Directors
5.1.1 Directors shall be elected or replaced by the shareholders' meeting and
the term of office of directors is three years. A director may, after the
expiration of his/her term of office, hold a consecutive term upon
re-election. Before a director's term of office expires, the shareholders'
meeting can terminate his or her duties. After a democratic election or
replacement by the Company's employees, the employee representatives who serve
as directors directly join the Board of Directors, and there is no need to
submit such to the shareholders' meeting for deliberation.
The term of office of a director shall commence on the date of accession and
end at the expiry of his/her term of office of this Board of Directors. If a
director's term of office expires but no new director is yet appointed, before
the newly elected director takes up an appointment, the original director
shall still carry out his/her duties according to the laws, administrative
regulations, departmental rules, and these Articles.
Directors may concurrently hold the positions of senior executives. However,
the total number of directors who concurrently hold the positions of senior
executives and directors who are employee representatives shall not exceed
one-half of the total number of the Company's directors.
A director needs not hold any shares in the Company.
5.1.2 Director candidates other than independent directors and employee
directors shall be nominated by the Board of Directors and shareholders who
individually or jointly hold more than one percent of the issued shares of the
Company and elected by the shareholders' meeting of the Company. The Board of
Directors and the shareholders individually or jointly holding more than one
percent of the issued shares of the Company can nominate the candidates of
independent directors who shall go through the election of the shareholders'
meeting. Legally established investor protection institutions may publicly
request shareholders to entrust them to exercise the right to nominate
independent directors on their behalf.
5.1.3 Directors shall abide by the provisions of laws, administrative
regulations and these Articles. They shall take measures to avoid conflicts
between their own interests and the interests of the Company and shall not
seek improper benefits by taking advantage of their positions. Directors shall
have the following duties of loyalty to the Company:
(I) Shall not embezzle the Company's property or
misappropriate the Company's funds;
(II) Shall not open accounts in their own names or in the
names of other individuals to deposit the Company's funds;
(III) Shall not take bribes or accept other illegal incomes by
taking advantage of their powers;
(IV) Shareholders may not enter into a contract or conduct a
transaction with the Company directly or indirectly without reporting to the
Board of Directors or the shareholders' meeting and obtaining a resolution of
the Board of Directors or the shareholders' meeting in accordance with the
provisions of these Articles;
(V) Shareholders shall not take advantage of their positions
to seek business opportunities belonging to the Company for themselves or
others, except where they report to the Board of Directors or the
shareholders' meeting and the matter is adopted through a resolution of the
shareholders' meeting, or where the Company is unable to take advantage of
such business opportunities in accordance with the provisions of laws,
administrative regulations or these Articles;
(VI) Without reporting to the Board of Directors or the
shareholders' meeting and having it adopted through a resolution of the
shareholders' meeting, shareholders shall not engage in the business of the
same kind as that of the Company on their own or for others.
(VII) Shall not accept commissions of transactions between
others and the Company for their own use;
(VIII) Shall keep business secrets, shall not disclose significant
information that has not yet been disclosed by the Company, shall not obtain
improper benefits by taking advantage of insider information, and shall
fulfill the non-competition obligations agreed with the Company after leaving
their positions;
(IX) Shall not make use of their relationships to compromise
the interests of the Company;
(X) Shall protect the safety and integrity of the Company's
assets and shall not take advantage of their positions to harm the Company's
interests for the benefit of the Company's actual controllers, shareholders,
employees, themselves or other third parties;
(XI) Other duties of loyalty specified by laws, administrative
regulations, departmental rules, and these Articles.
Any income of a director in violation of the Article shall belong to the
Company; the director shall be liable for compensating any losses caused to
the Company.
The relatives of directors and senior executives, enterprises directly or
indirectly controlled by directors, senior executives or their relatives, as
well as related parties having other affiliated relationships with directors
and senior executives, who enter into contracts with or conduct transactions
with the Company, shall be subject to the provisions of Item (IV) of the first
paragraph of this article.
5.1.4 Directors shall abide by the provisions of laws, administrative
regulations and these Articles, and have the duty of diligence towards the
Company. When performing their duties, they shall exercise the reasonable care
that managers usually should have for the best interests of the Company.
Directors have the following duty of diligence to the Company:
(I) Exercise the rights granted by the Company in a
prudent, conscientious, and diligent manner to ensure that the Company's
business practices conform to the requirements of national laws,
administrative regulations, and national economic policies and that the
Company carries out business activities within the scope of business as
specified in its business license;
(II) Treat all shareholders fairly;
(III) Stay informed about the Company's business operations
and management;
(IV) Shall sign a written confirmation of the Company's
periodic reports to ensure that the information disclosed by the Company is
true, accurate and complete;
(V) Shall ensure that they have sufficient time and energy
to participate in the Company's affairs. In principle, they shall attend the
Board of Directors meetings in person. If they are unable to attend the Board
of Directors meetings in person due to certain reasons, they shall carefully
choose an entrustee. The authorized matters and decision-making intentions
shall be specific and clear, and they shall not entrust others with full
authority;
(VI) Shall prudently judge the risks and benefits that may
arise from the matters to be deliberated by the Company's Board of Directors
and express clear opinions on the matters under discussion. If they vote
against or abstain from voting in the Company's Board of Directors, they shall
clearly disclose the reasons, bases, improvement suggestions or measures for
their voting intentions;
(VII) Shall carefully read all the business and financial
reports of the Company as well as media reports, promptly understand and
continuously pay attention to the business operation and management status of
the Company, major events that have occurred or may occur in the Company and
their impacts, and promptly report the problems existing in the Company's
business activities to the Board of Directors. They shall not shirk their
responsibilities on the grounds that they are not directly engaged in business
management or are unaware of or unfamiliar with relevant matters;
(VIII) Pay attention to whether the Company's funds are occupied
by related parties or potential related parties or other issues that encroach
on the Company's interests. In case of any abnormal situation is found,
promptly report to the Board of Directors and take corresponding measures;
(IX) Carefully read the Company's financial and accounting
reports, and pay attention to whether there are significant compilation errors
or omissions in the financial and accounting reports, whether the main
accounting data and financial indicators have fluctuated significantly and
whether the explanations for the fluctuations are reasonable. If there are
doubts about the financial and accounting reports, one shall take the
initiative to conduct investigations or request the Board of Directors to
supplement the required materials or information;
(X) Actively promote the standardized operation of the
Company, urge the Company to fulfill its information disclosure obligations in
accordance with laws and regulations, promptly correct and report the
Company's violations, and support the Company in fulfilling its social
responsibilities;
(XI) Provide relevant information and data truthfully to the
Audit Committee and not impede the exercising of functions and powers by the
Audit Committee;
(XII) Other duties of diligence specified by laws,
administrative regulations, departmental regulations, and these Articles.
5.1.5 If a director fails to attend the board meeting in person for two
consecutive times and also does not entrust other directors to attend on his
or her behalf, it shall be deemed that the director is unable to perform his
or her duties. In such a case, the Board of Directors shall recommend to the
shareholders' meeting that the director be replaced.
5.1.6 A director may resign before the expiration of his/her term of office. A
director shall submit a written resignation report to the Company in case of
his/her resignation. The resignation shall take effect on the date the Company
receives the resignation notice, and the Company shall disclose the relevant
circumstances within two (2) trading days.
If the members of the Board of Directors fall below the minimum legal
requirement due to a director's resignation, such director shall still perform
the duties according to the laws, administrative regulations, departmental
rules, and these Articles until the appointment of a new director. The
remaining directors in the Board of Directors shall convene an extraordinary
shareholders' meeting as soon as possible to elect a director to fill the
vacancy arising from such resignation. Before the resolution on the election
matters of the directors made at the shareholders' meeting, the functions and
powers of the directors raising the resignation and the remaining directors in
the Board of Directors shall be restricted reasonably.
5.1.7 The Company shall establish a director resignation management system,
specifying safeguard measures to hold directors accountable for unfulfilled
public commitments and other outstanding matters, including recourse and
compensation mechanisms. Upon the effectiveness of a director's resignation or
the expiration of his/her term of office, the director shall complete all
handover procedures with the Board of Directors. The fiduciary duties owed to
the Company and its shareholders shall not automatically terminate upon the
end of his/her tenure. Furthermore, the obligation to maintain the
confidentiality of the Company's trade secrets shall remain in effect even
after their departure, until such secrets become publicly available
information. The duration of other obligations shall be determined in
accordance with the principle of fairness, depending on the length of time
between the occurrence of the event and the departure from office, and the
circumstances and conditions under which the relationship with the Company
ends. Directors shall remain liable for acts performed in the course of their
duties during their tenure, and such liability shall not be discharged or
terminated upon their departure from office.
5.1.8 The shareholders' meeting may pass a resolution to dismiss a director,
and the dismissal shall take effect on the date when the resolution is made.
If a director is dismissed without just cause before the expiration of his
term of office, the director may request compensation from the Company.
5.1.9 Without the provisions of these Articles or the legal authorization of
the Board of Directors, no director may act in the name of an individual on
behalf of the Company or the Board of Directors. When a director acts in
his/her own name, the director shall declare his/her position and capacity in
advance where a third party reasonably believes that the director acts on
behalf of the Company or the Board of Directors.
5.1.10 Where a director causes damage to third parties in the performance of
their duties, the Company shall be liable for compensation, provided that if
the director acted with intent or gross negligence, such Director shall also
be personally liable for damages.
Where a director violates laws, administrative regulations, departmental
rules, or the provisions of these Articles in the performance of their duties,
thereby causing losses to the Company, such director shall be liable for
compensation.
5.1.11 Independent directors shall bear the duties of loyalty and diligence to
the listed company and all shareholders. They shall carefully perform their
duties according to laws, administrative regulations, the provisions of CSRC,
business rules of stock exchanges, and these Articles, play a role in
participating in decision-making, supervision, balancing, and providing
professional advice in the Board of Directors, safeguard the overall interests
of listed companies, and protect the legitimate rights and interests of
minority shareholders.
Section II Board of Directors
5.2.1 The Company shall set up a Board of Directors. The Board of Directors is
the main body of the Company's business decision-making, playing the role of
setting strategy, making decisions and preventing risks, exercising the right
to make decisions on major issues of the Company in accordance with the legal
procedures and the Articles of Association, and strengthening the management
and supervision of the Management.
5.2.2 Regarding the matters involved in the resolutions of the Board of
Directors that are included in the list of major operation and management
matters subject to the prior research and discussion by the Company's Party
Committee, they must be subject to the prior research and discussion by the
Company's Party Committee before being submitted to the Board of Directors or
the shareholders' meeting for deliberation and decision.
5.2.3 The Board of Directors consists of 9 directors, including 3 independent
directors. The Board of Directors shall comprise one chairman, one vice
chairman, and one employee director. The chairman and the vice chairman shall
be elected by a majority of the votes of all directors of the Board of
Directors. Outside directors shall in principle constitute the majority of the
Board. For purposes of this article, "Outside Directors" refers to a
non-executive director who does not hold any other position within the
Company.
The Employee Director shall be democratically elected by the employees of the
Company by means of Employee Representatives' Meeting, Employees' Meeting or
others.
5.2.4 The Board of Directors shall perform the following functions and powers:
(I) Deliberate on and determine the implementation of
decisions and arrangements of the CPC Central Committee and major initiatives
of national development strategies;
(II) Convene the shareholders' meeting and report on its
work to the shareholders' meeting;
(III) Implement the resolutions of the shareholders' meeting;
(IV) Decide the Company's business plans and investment plans;
(VI) Formulate the profit distribution plan, profit
distribution policy adjustment plan, loss recovery plans for the Company;
(VI) Formulate the plans to increase or decrease registered
capital, issue bonds or other securities, and list for the Company;
(VII) Draw up schemes concerning major purchase, purchase of the
Company's stocks, or merger, division, dissolution and alteration of the
Company;
(VIII) Deliberate and approve related-party transactions between
the Company and related natural persons with a transaction amount of more than
RMB 300,000 (except for the guarantee provided by the Company, if it meets the
criteria for deliberation at the shareholders' meeting, it shall be submitted
to the shareholders' meeting for deliberation and approval after deliberation
by the Board of Directors), and deliberate and approve related-party
transactions between the Company and related parties with a transaction amount
of more than RMB 3 million and accounting for more than 0.5% of value of the
Company's net assets as audited in the latest term (except for the guarantee
provided by the Company, if it meets the criteria for deliberation at the
shareholders' meeting, it shall be submitted to the shareholders' meeting for
deliberation and approval after deliberation by the Board of Directors).
The amount of related-party transactions between the Company and the same
related party, or transaction related to the type of transaction object
between the Company and different related party, will be calculated according
to the principles of accumulative calculation for twelve (12) consecutive
months;
(IX) Deliberate and approve the guarantees and other
transactions that shall be reviewed by the Board of Directors as stipulated in
5.2.8 of these Articles;
(X) Decide on the establishment of internal management
organizations of the Company;
(XI) Decide on the appointment or dismissal of the Company's
general manager, secretary of the Board of Directors, and other senior
executives according to relevant regulations and procedures, and determine
their remuneration, rewards, and punishments; appoint or dismiss the deputy
general managers, the chief accountant (chief financial officer), and the
general counsel according to the nomination of general manager and determine
their remuneration, rewards, and punishments.
(XII) Formulate the basic management system of the Company;
(XIII) Develop the methods of performance evaluation, sign annual
and term performance responsibility letters with the management members, and
scientifically and reasonably determine the performance evaluation results of
management members;
(XIV) Develop the salary management measures for senior executives,
make the salary distribution plan for senior executives, and establish and
improve the restraint mechanism matching with the incentives of the management
members;
(XV) Work out amendments to these Articles of Association;
(XVI) Manage information disclosure matters of the Company;
(XVII) Propose to the shareholders' meeting to hire or replace the
accounting firm as the auditor of the Company and determine its remuneration;
(XVIII) Make major accounting policies and accounting estimate change
plans of the Company;
(XIX) Formulate the stock ownership incentive plan of the Company;
(XX) Receive the working reports of the general manager and
investigate his or her work;
(XXI) Decide on the establishment of special committees and the
appointment and dismissal of their relevant candidates;
(XXII) Formulate a work report of the Board of Directors;
(XXIII) Decide on the Company's compliance management system, deliberate
on and approve the basic system, system construction plan and annual report of
compliance management, promote the improvement of the compliance management
system and evaluate its effectiveness, study and decide on major matters of
compliance management, and decide on the setting and responsibilities of the
Compliance Management Department;
(XXIV) Guide, inspect and evaluate the Company's internal audit, decide
on the person in charge of the Company's internal audit institution, establish
a mechanism under which the audit department is responsible to the Board of
Directors, and deliberate on and approve the annual audit plan and important
audit reports;
(XXV) Other functions and powers granted by laws, administrative
regulations, departmental rules, these Articles or the shareholders' meeting.
When the Board of Directors makes any resolutions mentioned in the previous
paragraphs, Items (VI), (VII) and (XV), which shall be voted and approved by
more than 2/3 of the directors, other items may generally be voted and
approved by more than 1/2 of the directors attending the board meeting.
5.2.5 When the Board of Directors disposes of fixed assets, if the expected
value of the fixed assets to be disposed of, together with the total value of
the fixed assets that have been disposed of within the four months prior to
the proposal for such disposal, exceeds 33% of the value of the fixed assets
shown in the balance sheet most recently reviewed by the shareholders'
meeting, the Board of Directors shall not dispose of or agree to dispose of
such fixed assets without the approval of the shareholders' meeting.
The disposal of fixed assets referred to in this article shall include the
transfer of rights and interests of some assets, excluding the provision of
guarantee with the fixed assets.
The validity of transactions conducted by the Company in relation to the
disposal of fixed assets shall not be affected by the violation of the first
paragraph of this article.
5.2.6 The Board of Directors of the Company shall explain to the shareholders'
meeting the non-standard audit opinions issued by the certified public
accountants on the financial reports of the Company.
5.2.7 The Board of Directors shall formulate Rules of Procedures of the Board
of Directors to ensure that the Board of Directors implements the resolutions
of shareholders' meetings, improves work efficiency and ensures scientific
decision-making. The Rules of Procedures of the Board of Directors stipulate
the convening and voting procedures of the Board of Directors, which shall be
formulated by the Board of Directors and approved by the shareholders' meeting
as an annex to these Articles.
5.2.8 The Board of Directors shall determine the authorities over foreign
investment, purchase and sale of assets, pledge of assets, external
guarantees, entrusted financing, related-party transactions, and external
donations, and establish strict examination and decision-making procedures.
Key investment projects shall be reviewed by the relevant experts and
professionals and submitted to the shareholders' meeting for approval.
(I) The following transactions of the Company or its
controlled subsidiaries (except for the provision of guarantee, receipt of
cash assets and simple debt relief of the Company's obligations) shall be
reviewed and approved by the Board of Directors:
1. The total amount of the assets involved in such transaction
(calculated based on the higher of the book value and estimated value if both
exist) accounts for more than one percent and less than fifty percent of the
Company's total assets as audited in the latest term;
2. The net assets involved in the transaction object (such as equity)
(calculated based on the higher of the book value and estimated value if both
exist) account for more than one percent and less than fifty percent of the
Company's net assets as audited in the latest term, or with an absolute amount
of less than RMB 50 million although the aforementioned criteria are met;
3. The transaction has a turnover (including assumed debts and expenses)
of more than one percent and less than fifty percent of the Company's net
assets as audited in the latest term, or with an absolute amount of less than
RMB 50 million although the aforementioned criteria are met;
4. Profits from the transaction account for more than one percent and
less than fifty percent of the net profit of the Company as audited in the
latest fiscal year, or with an absolute amount of less than RMB 5 million
although the aforementioned criteria are met;
5. Relevant operating revenue of the transaction object (such as stock
equity) in the latest fiscal year accounts for more than one percent and less
than fifty percent of the total operating revenue of the Company as audited in
the latest fiscal year, or with an absolute amount of less than RMB 50 million
although the aforementioned criteria are met;
6. Relevant net profit of the transaction object (such as stock equity)
in the latest fiscal year accounts for more than one percent and less than
fifty percent of the net profits of the Company as audited in the latest
fiscal year, or with an absolute amount of less than RMB 5 million although
the aforementioned criteria are met.
If the data involved in the above indicators is negative, the absolute value
shall be taken for the calculation.
The external guarantees of the Company shall be reviewed and approved by the
Board of Directors, except for those required by laws and regulations,
regulatory authorities and Article 4.2.2 of these Articles to be submitted to
the shareholders' meeting for review.
(II) The following transactions of the Company (except for
the provision of guarantee, receipt of cash assets and simple debt relief of
the Company's obligations) shall be reviewed and approved by the chairman as
authorized by the Board of Directors:
1. The total amount of the assets involved in such a transaction
(calculated based on the higher of the book value and estimated value if both
exist) accounts for more than one percent and less than ten percent of the
total assets of the Company as audited in the latest term;
2. The net assets involved in transaction object (such as equity)
(calculated based on the higher of the book value and estimated value if both
exist) account for more than one percent and less than ten percent of the net
assets of the Company as audited in the latest term;
3. The transaction has a turnover (including assumed debts and expenses)
of more than one percent and less than ten percent of the net assets of the
Company as audited in the latest term;
4. Profits from the transaction account for more than one percent and
less than ten percent of the net profits of the Company as audited in the
latest fiscal year;
5. Relevant operating revenue of the transaction object (such as stock
equity) in the latest fiscal year accounts for more than one percent and less
than ten percent of the operating revenue of the Company as audited in the
latest fiscal year;
6. Relevant net profit of the transaction object (such as stock equity)
in the latest fiscal year accounts for more than one percent and less than ten
percent of the net profits of the Company as audited in the latest fiscal
year.
If the data involved in the above indicators is negative, the absolute value
shall be taken for the calculation.
(III) The external donations of the Company shall be approved by the Board of
Directors, and the general manager shall be authorized to make decisions on
matters with a single amount of RMB 20 million or less.
5.2.9 The chairman shall perform the following functions and powers:
(I) Preside over the shareholders' meeting and convene
and preside over the meetings of the Board of Directors;
(II) Supervise and inspect the implementation of
resolutions of the Board of Directors;
(III) Sign securities issued by the Company;
(IV) Perform other functions and powers authorized by the
Board of Directors.
5.2.10 The vice chairman shall assist the chairman in his work, and if the
chairman is unable to perform his duties or fails to perform his duties, the
vice chairman shall perform his duties; if the vice chairman is unable to
perform his duties or fails to perform his duties, one director shall be
elected by a majority of the directors to perform his duties.
5.2.11 The Board of Directors shall hold at least two meetings every year
which shall be convened by the chairman, and shall give a written notice to
all directors ten days before the meeting.
5.2.12 The shareholders representing more than 1/10 of the voting rights, or
1/3 of the Board of Directors, the Audit Committee or independent directors
acting upon approval by a majority of all independent directors, may put
forward a proposal to hold an extraordinary meeting of the Board of Directors.
The chairman of the Board of Directors shall convene and preside over the
Board meeting within ten days from receipt of the proposal.
5.2.13 The Board of Directors shall notify all directors by direct service,
fax, e-mail or other written means five days prior to the convening of an
interim board meeting.
5.2.14 The notice of the board meeting shall include the following contents:
(I) Date and place of the meeting;
(II) Duration of the meeting;
(III) Cause and topics of the meeting;
(IV) Date of giving notice.
5.2.15 A meeting of the Board of Directors may not be held unless more than
half of the directors are present. The Board of Directors shall make
resolutions. Except for the circumstances in which directors should avoid
voting according to relevant laws, regulations, and the provisions of these
Articles, more than half of the directors of the Company must vote for the
proposal. The Board of Directors shall make resolutions on guarantee or
financial support matters within its authority according to the provisions of
these Articles. In addition to the agreement of more than half of all
directors of the Company, the resolutions must also be approved by more than
two-thirds of the directors present at the meeting, with prompt disclosure to
be made thereafter. If it is stipulated in laws, administrative regulations,
and these Articles that the Board of Directors shall obtain the consent of
more directors when creating a resolution, such stipulation shall apply.
In voting on a resolution of the Board of Directors, each director shall have
one vote.
5.2.16 If a director has an affiliated relationship with the enterprise or
individual involved in the matters of the board meeting resolutions, the
director shall promptly submit a written report to the Board of Directors.
Directors with affiliated relationships shall not exercise the right to vote
on such resolutions, nor shall they exercise the right to vote on behalf of
other directors. The meeting of the Board of Directors may be held if more
than half of the unassociated directors attend, and the resolution made by the
board meeting shall be passed by more than half of the unassociated directors.
If the number of non-affiliated directors attending the board meeting is less
than three, the matter shall be submitted to the shareholders' meetings for
deliberation.
5.2.17 The meeting holding and voting method for resolutions of the Board of
Directors is on-site voting, including voting by poll and voting by a show of
hands.
Provided that the directors are ensured to be able to fully express opinions,
the interim meeting of the Board of Directors can be held and a resolution can
be made by correspondence (including fax), and the resolution shall be signed
by directors attending the meeting.
5.2.18 Each director shall attend the board meeting in person. A director
unable to attend the meeting due to any reason may entrust in writing another
director to attend the meeting. The power of attorney shall specify the name
of the proxy, the entrusted matters, the scope and validity period of
authorization, and shall be signed or sealed by the principal. The director
representative attending the meeting shall exercise the director's duties
within the authorized scope. If a director neither attends the board meeting
nor entrusts a proxy to attend the meeting, he/she shall be deemed to waive
the voting right in such meeting.
5.2.19 The Board of Directors shall keep records of decisions on matters
discussed at the meeting, and attending directors shall sign the meeting
minutes.
Such minutes of board meetings shall be kept as records of the Company for 10
years.
5.2.20 The minutes of board meetings shall include the following contents:
(I) The date and place of the meeting and the name of
the convener;
(II) Names of the directors attending the meeting and the
directors (proxies) entrusted to attend the meeting of the Board of Directors;
(III) Agenda of the meeting;
(IV) Main points of speeches delivered by directors;
(V) Voting method and results of the resolution for each
issue (the voting result shall state the number of affirmative votes, negative
votes, or abstention votes).
5.2.21 Board of Directors shall make minutes of the decisions on matters
discussed at the meeting, and the minutes shall be signed by the directors and
minutes takers present at the meeting. The directors shall be accountable for
the resolutions of the Board of Directors. If the resolutions of the Board of
Directors violate laws, administrative regulations or the Articles of
Association, resulting in serious losses to the Company, the directors who
participated in the resolutions shall be liable for compensation to the
Company. However, if it can be proved that they expressed objections during
the voting and such objections were recorded in the minutes, those directors
may be exempted from liability.
5.2.22 The Board of Directors shall formulate a management system for
authorizing the management layer, clearly define requirements such as the
authorization principles, management mechanisms, scope of matters, and
authority conditions in accordance with the law, and establish and improve an
authorization mechanism for tracking, supervision and dynamic adjustment as
well as a working mechanism under which the general manager regularly reports
to the Board of Directors.
Section III Independent Directors
5.3.1 Independent directors shall diligently perform their duties in
accordance with laws, administrative regulations, the CSRC rules, stock
exchange requirements, and these Articles of Association. They shall fulfill
their roles in decision-making of the Board of Directors, oversight and
checks-and-balances, and professional advisory functions, safeguarding the
Company's overall interests and protecting the lawful rights and interests of
minority shareholders.
5.3.2 Independent directors must maintain their independence. The following
persons shall not serve as independent directors:
(I) Persons holding positions in the Company or its
affiliated enterprises, including their spouses, parents, children, and key
social relationships;
(II) Natural person shareholders directly or indirectly
holding more than 1% of the issued shares of the Company or among the top 10
shareholders of the Company and their spouses, parents and children of such
persons;
(III) Persons employed by the companies that directly or
indirectly hold more than five percent of the issued capital stock of the
Company or the companies among the top fire shareholders of the Company or
their spouses, parents and children of such persons;
(IV) Persons who work in the affiliated enterprises of the
Company's controlling shareholder and actual controller or their spouses,
parents and children of such persons;
(V) Persons who have major business dealings with the
Company, its controlling shareholders, actual controllers or their respective
affiliated enterprises, or persons who hold posts in companies with major
business dealings with them, their controlling shareholders and actual
controllers;
(VI) Persons who provide financial, legal, consulting and
sponsorship services for the Company, its controlling shareholders, actual
controllers or their respective affiliated enterprises, including but not
limited to all project team persons of intermediaries providing service,
reviewers at all levels, persons signing the report, partners, directors,
senior executives and principals;
(VII) Persons who are covered under the circumstances listed in
items (I) to (VI) within the last twelve months;
(VIII) Other persons who do not have independence as stipulated by
laws, administrative regulations, provisions of the CSRC, business rules of
the Stock Exchange and these Articles.
The affiliated enterprises of the Company's controlling shareholder and actual
controller mentioned in items (IV) to (VI) of the preceding paragraph do not
include those controlled by the same state-owned asset management agency as
the Company or that have not formed an association relationship with the
Company according to relevant regulations.
Independent directors shall conduct self-examinations 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 incumbent
independent directors every year and issue special opinions, which shall be
disclosed together with the annual report.
5.3.3 Independent directors shall meet the following requirements:
(I) Have the qualification to serve as a director of a
listed company in accordance with laws, administrative regulations and other
relevant provisions;
(II) Have the independence specified in these Articles;
(III) Have basic knowledge of the operation of listed
companies, and be familiar with relevant laws, regulations and rules;
(IV) Have no less than five (5) years of professional
experience in law, accounting, economics, or other fields essential to the
performance of independent director duties;
(V) Demonstrate sound personal integrity with no record of
material dishonesty or other serious misconduct;
(VI) Other qualifications as required by laws, administrative
regulations, CSRC provisions, stock exchange rules, and these Articles of
Association.
5.3.4 As members of the Board of Directors, independent directors owe
fiduciary duties of loyalty and diligence to the Company and all shareholders,
and shall prudently perform the following responsibilities:
(I) Participate in the decision-making of the Board of
Directors and express clear opinions on the matters discussed;
(II) Supervise potential material conflicts of interest
between the Company and its controlling shareholders, actual controllers,
directors, or senior executives, and safeguard the lawful rights and interests
of minority shareholders;
(III) Provide professional and objective suggestions on the
Company's business development to promote the decision-making level of the
Board of Directors;
(IV) Perform other duties as stipulated by laws,
administrative regulations, the regulations of the CSRC, and these Articles.
5.3.5 Independent directors shall exercise the following special functions and
powers:
(I) Independently employ an intermediary to audit,
consult or check specific matters of the Company;
(II) Propose to the Board of Directors the convening of an
extraordinary shareholders' meeting;
(III) Propose to convene a meeting of the Board of Directors;
(IV) Solicit shareholders' rights from the shareholder in an
open manner according to law;
(V) Express independent opinions on matters that may damage
the rights and interests of the Company or minority shareholders;
(VI) Perform other functions and powers as stipulated by laws,
administrative regulations, the regulations of the CSRC, and these Articles.
For independent directors to exercise the functions and powers specified in
items (I) through (III) of the preceding paragraph, such exercise shall
require approval by a majority of all independent directors.
Where an independent director exercises the functions and powers outlined in
item (I), the Company shall disclose such exercise promptly. Where the
aforementioned functions and powers cannot be duly exercised, the Company
shall disclose the specific circumstances and reasons thereof.
5.3.6 The following matters shall be submitted to the Board of Directors for
deliberation after being approved by more than half of all independent
directors of the Company:
(I) Related-party transactions that shall be disclosed;
(II) Plans for change or exemption of commitments by the
Company and related parties;
(III) Decisions and measures taken by the Board of Directors
of the listed company to be acquired with respect to the acquisition;
(IV) Perform other matters as stipulated by laws,
administrative regulations, the regulations of the CSRC, and these Articles.
5.3.7 The Company has established a special meeting mechanism attended by all
independent directors. For matters such as related-party transactions that are
to be reviewed by the Board of Directors, prior approval must be obtained from
a special meeting of independent directors.
The Company shall hold special meetings of independent directors on a regular
or irregular basis. Matters specified under 5.3.5(1)(i) through (iii) and
Article 5.3.6 of these Articles of Association shall be subject to review and
approval by the independent directors' Special Committee.
The Special Meetings of independent directors may study and discuss other
matters of the Company as required.
The special meetings of independent directors shall be convened and presided
over by an independent director jointly elected by more than half of the
independent directors; if the convener fails to perform or is unable to
perform his/her duties, two or more independent directors may themselves
convene and elect a representative to preside over it.
Minutes of the meetings for the special meetings of independent directors of
the Company shall be made in accordance with the regulations, and the opinions
of the independent directors shall be set out in the minutes. Independent
directors shall sign the minutes of the meeting for confirmation.
The Company shall provide convenience and support for the special meetings of
independent directors.
Section IV Special Committees of the Board of Directors
5.4.1 The Company's Board of Directors shall establish an Audit Committee,
which shall exercise the powers and functions statutorily vested in the
Supervisory Committee under the Company Law.
5.4.2 The Audit Committee shall comprise three (3) members, all of whom shall
be directors who do not hold senior executive positions in the Company. A
majority of the Committee members shall be independent directors, with the
convener role to be assumed by an independent director possessing professional
accounting qualifications.
5.4.3 The Audit Committee shall be responsible for reviewing the Company's
financial information and disclosures, overseeing and evaluating internal and
external audits, and monitoring the internal control system. The following
matters shall be submitted to the Board of Directors for deliberation only
upon approval by a majority of all Audit Committee members:
(I) Disclosure of financial accounting reports and
financial information in periodic reports, as well as internal control
evaluation reports;
(II) Appointment or dismissal of the accounting firm
engaged for the audit of the listed company;
(III) Appointment or dismissal of the chief financial officer
of the listed company;
(IV) Changes in accounting policies or estimates, or material
corrections of accounting errors, except those resulting from changes in
accounting standards;
(V) Other matters as stipulated by laws, administrative
regulations, the regulations of the CSRC, and these Articles.
5.4.4 The Audit Committee shall meet at least once every quarter. Upon the
proposal of two or more members, or when the convener deems it necessary, an
extraordinary meeting may be convened. The Audit Committee meeting must have
the presence of more than two-thirds of its members in order to be held.
Resolutions of the Audit Committee shall be passed by an affirmative vote of a
majority of its members.
Each member of the Audit Committee shall have one (1) vote in the adoption of
resolutions.
Resolutions of the Audit Committee shall be duly recorded in meeting minutes,
which shall be signed by all attending Committee members.
The working rules of the Audit Committee shall be formulated by the Board of
Directors.
5.4.5 The Board of Directors shall establish specialized committees, including
the Strategy Committee, Nomination Committee, Compensation and Evaluation
Committee, and Environment, Social and Governance (ESG) Committee, which shall
perform their duties in accordance with these Articles of Association and the
authorization of the Board. Proposals from such specialized committees shall
be submitted to the Board for review and decision. The working procedures of
the specialized committees shall be formulated by the Board of Directors.
5.4.6 The Strategy Committee is mainly for studying the long-term development
strategies and major investment decisions of the Company, and offering
pertinent suggestions.
5.4.7 Independent directors shall constitute a majority of the Nomination
Committee, with an independent director serving as its convener. Main duties
of the Nomination Committee:
(I) Research and propose recommendations on the
selection criteria and procedures for directors and senior executives;
(II) Select and appoint qualified candidates for directors
and senior executives;
(III) Review and provide recommendations on candidates for
directors and senior executives.
5.4.8 Independent directors shall constitute a majority of the Remuneration
and Assessment Committee, with an independent director serving as its
convener. Main duties of the Remuneration and Assessment Committee:
(I) Study the standard of assessing directors and senior
executives, conduct the assessment and offer suggestions;
(II) Study and examine the remuneration policy and program
for directors and senior executives.
5.4.9 The Committee on Environment, Society and Governance (hereinafter
referred to as the "ESG Committee") shall consist of no fewer than five (5)
members. The chairman of the Company shall serve as the chairperson of the
Committee, responsible for convening and presiding over its meetings and
activities.
The main duties of the ESG Committee:
(I) Deliberate ESG-related disclosure documents,
including but not limited to the Company's annual ESG special report;
(II) Research and provide recommendations on the Company's
ESG-related strategies and medium-to-long-term plans;
(III) Review and approve material ESG topics;
(IV) Oversee the identification, assessment, and management of
ESG governance activities, including objectives, risks, and opportunities;
(V) Study other material ESG matters affecting the Company
and provide recommendations;
(VI) Handle other matters authorized by the Board of
Directors.
Chapter VI Senior Executives
6.1 The Company shall have one general manager, who shall be appointed or
dismissed at the discretion of the Board of Directors.
The Company shall have several deputy general managers who are appointed or
dismissed at the discretion of the Board of Directors.
The general manager, deputy general managers, chief accountant (chief
financial officer), secretary of the Board of Directors and general counsel
shall be the senior executives of the Company.
6.2 The provisions of these Articles concerning the circumstances under which
individuals are prohibited from serving as directors, as well as the
regulations concerning the resignation management system, shall also apply to
senior executives.
6.3 A person holding other administrative position, other than a director or
supervisor, in the organization of the controlling shareholder or the actual
controller of the Company, cannot become a senior executive of the Company.
The senior executives of the Company are paid only at the Company and are not
paid by the controlling shareholder on behalf of the Company.
6.4 The senior executives of the Company adopts the professional manager
system, with a term of office of three years, and may be reappointed upon
expiration of their term of office, and their term of office is generally
consistent with the term of office of the Board of Directors of the Company.
Senior executives sign appointment agreements and performance contracts, and
shall be subject to rigid assessment and fulfillment requirements to
strengthen the equivalence of responsibilities, rights, and obligations. The
performance results of performance contracts serve as an important basis for
the evaluation, compensation distribution, and job adjustment of senior
executives.
6.5 The general manager shall report to the Board of Directors and shall
exercise the following functions and powers:
(I) Take charge of the Company's production, operation
and management, organize the implementation of resolutions of the Board of
Directors and report to the Board of Directors on his work;
(II) Draft and organize the implementation of the
Company's business policy, investment plan, business plan and investment
scheme;
(III) Review and approve the following transactions of the
Company (except for the provision of guarantee, receipt of cash assets and
simple debt relief of the Company's obligations):
1. The total amount of the assets involved in such transaction
(calculated based on the higher of the book value and estimated value if both
exist) accounts for less than one percent of the total assets of the Company
as audited in the latest term;
2. The net assets involved in transaction object (such as equity)
(calculated based on the higher of the book value and estimated value if both
exist) account for less than one percent of the net assets of the Company as
audited in the latest term;
3. The transaction amount (including the debts and expenses assumed)
accounts for less than one percent of the net assets of the Company as audited
in the latest term;
4. Profits from the transaction account for less than one percent of the
net profit of the Company as audited in the latest fiscal year;
5. Relevant operating revenue of the transaction object (such as equity)
in the latest fiscal year accounts for less than one percent of the total
operating revenue of the Company as audited in the latest fiscal year;
6. Relevant net profit of the transaction object (such as equity) in the
latest fiscal year accounts for less than one percent of the net profits of
the Company as audited in the latest fiscal year.
If the data involved in the above indicators is negative, the absolute value
shall be taken for the calculation.
For external investments within the authorities set out above, strict review
and decision-making procedures should be established; major investment
projects shall involve relevant experts and professionals for evaluation.
(IV) Review and approve the related-party transactions in
which the transaction amount between the Company or its controlled subsidiary
and related natural persons is less than RMB 300,000 (excluding guarantees
provided by the Company), and the transactions between the Company or its
controlled subsidiary and related legal persons (excluding guarantees provided
by the company) with a transaction amount of less than RMB 3 million, or
related-party transactions where the transaction amount accounts for less than
0.5% of the absolute value of the Company's net assets as audited in the
latest term;
The amount of related-party transactions between the Company and the same
related party, or transaction related to the type of transaction object
between the Company and different related party, will be calculated according
to the principles of accumulative calculation for twelve (12) consecutive
months;
(V) Formulate the plan for the establishment of the
Company's internal management organization;
(VI) Formulate the basic management system of the Company;
(VII) Formulate detailed rules of the Company;
(VIII) Propose the appointment or dismissal of the Company's
deputy general manager, chief accountant (chief financial officer), and
general counsel to the Board of Directors;
(IX) Decide to appoint or dismiss management personnel other
than those to be appointed or dismissed by the Board of Directors;
(X) Prepare the construction scheme of compliance management system and the
basic system of compliance management, and organize their implementation after
approval by the Board of Directors. Organize and develop specific compliance
management systems, respond to major compliance risk events, approve annual
compliance management plans, and guide and supervise compliance management of
all departments and affiliated enterprises;
(XI) Exercise other functions and powers provided in these
Articles or granted by the Board of Directors.
The general manager attends the board meetings, and non-director general
manager has no voting right in the board meetings.
6.6 The general manager shall prepare the working rules for the general
manager, which shall be implemented after being approved by the Board of
Directors.
6.7 The working rules for the general manager shall include:
(I) Conditions, procedures and participants of the
general manager meetings;
(II) The specific duties and assignment of responsibility
of general manager and other senior executives;
(III) Company funds and asset utilization, signing authority
for major contracts, and the system of reporting to the Board of Directors;
(IV) Other matters that the Board of Directors deems
necessary.
6.8 The general manager may resign before the expiration of his term of
office. Specific procedures and measures associated to resignation of the
general manager are stipulated by labor contract or service contract between
the general manager and the Company.
6.9 The Company shall have a secretary of the Board of Directors. The
secretary of the Board of Directors shall possess the necessary professional
knowledge and experience. The secretary is responsible for the preparation of
the Company's shareholders' meeting and board meeting, document storage,
management of the Company's shareholder information, handling of information
disclosure matters, etc., ensuring:
(I) The Company has complete organizational documents and records;
(II) The Company shall prepare and submit the reports and documents required
by the competent authorities in accordance with the law.
(III) The Company's shareholder register shall be properly established to
ensure that those who are entitled to obtain the Company's relevant records
and documents can get them in a timely manner.
The secretary of the Board of Directors shall comply with the related
provisions of the laws, administrative regulations, departmental rules, and
these Articles.
6.10 The Company implements the general counsel system. The general counsel
shall be appointed by the Board of Directors and shall conduct overall legal
management of the enterprise. If the matters deliberated by the Board of
Directors involve legal issues, the general counsel shall attend as a
nonvoting delegate and give legal opinions.
6.11 The senior executives of the Company shall faithfully perform their
duties and safeguard the best interests of the Company and all shareholders.
If any senior executive of the Company fails to faithfully perform his duties
or violates his fiduciary duty, thus causing damage to the interests of the
Company and the public shareholders, he shall be liable for compensation
according to law.
6.12 Where a senior executive causes damage to third parties in the
performance of their duties, the Company shall be liable for compensation,
provided that if the senior executive acted with intent or gross negligence,
such director shall also be personally liable for damages. Where a senior
executive violates laws, administrative regulations, departmental rules, or
the provisions of these Articles in the performance of their duties, thereby
causing losses to the Company, such senior executive shall be liable for
compensation.
6.13 The Company promotes the public recruitment of employees, promotes the
selection, competition for employment of middle-level managers, and the
mechanism for those who are not competent to withdraw. It establishes a salary
distribution system for key core talents with market competitiveness, flexibly
carries out medium- and long-term incentives in various ways, and continuously
promotes and deepens the reform of the three systems.
Chapter VII Party Committee
Section I Party Organization
7.1.1 According to the provisions of the Party Constitution and with the
approval of the superior Party organization, the Committee of CPC SDIC Power
Holdings Co., Ltd. (hereinafter referred to as the Company's Party Committee)
is established. At the same time, in accordance with relevant regulations, the
Discipline Inspection Committee of CPC SDIC Power Holdings Co., Ltd. (referred
to as the Company's Discipline Inspection Committee) is established.
The Company shall establish a working organization of the Party, assign a
sufficient workforce for Party affairs, and finance the expenditures for the
Party organization.
7.1.2 The Company's Party Committee shall be elected by the meeting of all the
Party members or the Party congress, with each term of office lasting 5 years
generally. A new election shall be held at the end of each term, in accordance
with the regulations. The elected members of the Party Committee shall be
reported to the superior Party organization for the record; the secretary and
deputy secretaries shall be reported to the superior Party organization for
approval. When the superior Party organization deems it necessary, it may
transfer or appoint the responsible person of the lower-level Party
organization.
The term of office of the Party's Discipline Inspection Committee is the same
as that of the Party Committee, and the secretary and deputy secretaries
elected by the Discipline Inspection Committee shall be submitted to the Party
organization at the higher level for approval after being approved by the
Party Committee at the same level.
7.1.3 The Company's Party Committee has one secretary and several other
members.
7.1.4 When the chairman is a Party member, in principle, the chairman and the
secretary of the Party Committee shall be held by one person, and the general
manager who is a Party member shall serve as the deputy secretary; a full-time
deputy secretary dedicated to Party building work shall be appointed.
7.1.5 The "dual entry and cross appointments" leadership system shall be
upheld and improved. Qualified Party Committee members may enter the Board of
Directors or the Management through legal procedures. Similarly, Party members
who are qualified in the Board of Directors or the Management may, according
to relevant regulations and procedures, join the Party Committee.
Section II Responsibilities of the Company's Party Committee
7.2.1 While performing its duties in accordance with the Constitution of the
Communist Party of China and other internal Party regulations, the Company's
Party Committee plays the leading role to steer the direction, manage the
overall situation, and promote the relevant implementations of the Company,
and discusses and decides major issues of the Company in accordance with
regulations. Major business and management matters must be studied and
discussed by the Party Committee before being determined by the Board of
Directors or the Management. The pre-study and discussion of the Party
Committee to form opinions is not equivalent to a pre-decision, and cannot
replace the decision of other governance entities.
7.2.2 Major business management matters must be subject to preliminary
research and discussion by the Party Committee before the Board of Directors
and others make decisions in accordance with their functions and powers and
the prescribed procedures. The Company's Party Committee shall fully exercise
its substantive oversight role over major operational and management matters,
dynamically optimize and refine the decision-making authority for significant
issues, and enhance the quality and efficiency of preliminary research and
discussions. Attention shall be paid to whether the decision-making matters
conform to the Party's theories, course, principles, and policies, whether the
Party Central Committee's decision-making and deployment and the national
development strategy are implemented, whether it is conducive to promoting the
high-quality development of enterprises, enhancing the competitiveness of
enterprises, and maintaining and increasing the value of state-owned assets,
and whether it is conducive to safeguarding the interests of the public and
the legitimate rights and interests of employees. The Party Committee shall
study and discuss major business and management matters, while the general
counsel or the person in charge of the legal compliance institution shall
attend the meeting without voting rights and give legal opinions.
7.2.3 The main responsibilities of the Company's Party Committee are:
(I) To strengthen the political building of the Party in the Company, adhere
to and implement the fundamental, basic and important systems of socialism
with Chinese characteristics, and educate and guide all the Party members to
maintain a high degree of unity with the CPC Central Committee with Comrade Xi
Jinping as its core in terms of the political stand, political direction,
political principle and political path;
(II) To study and put into effect Xi Jinping Thought on Socialism with Chinese
Characteristics for a New Era, study and publicize the Party's theories,
implement the Party's course, principles, and policies, and supervise and
ensure that the major decisions and arrangements of the CPC Central Committee
and the resolutions of the higher-level Party organization are implemented in
the Company;
(III) To study and discuss major operation and management matters of the
Company, and support the shareholders' meeting, the Board of Directors and the
Management to exercise their functions and powers according to law.
(IV) To strengthen leadership and oversight in personnel selection and
appointment within the Company, and enhance the building of the Company's
leadership team, cadre team and talent pool;
(V) To fulfill the main responsibility for building a clean and honest Party
conduct in the Company, lead and support the Discipline Inspection Committee
to perform their duties of supervision, discipline enforcement and
accountability, strictly enforce political discipline and political rules, and
promote the comprehensive and strict governance of the Party to extend to the
grassroots level;
(VI) To strengthen the building of primary Party organizations and Party
members' teams, and unite and lead the workers to actively participate in the
reform and development of the Company;
(VII) To lead the ideological and political work, cultural and ideological
progress and united front work of the Company, as well as the Company's trade
union, Communist Youth League, women's organizations and other mass
organizations.
Chapter VIII Qualifications and Obligations of the Company's Directors,
General Manager and Other Senior Executives
8.1.1 Any person may not serve as the director or the senior executive of the
Company if such person:
(I) does not have civil capacity or with limited civil capacity;
(II) has been sentenced to criminal punishment for embezzlement, bribery,
embezzlement of property, misappropriation of property or sabotage of the
order of socialist market economy, or deprived of political rights for
committing a crime, a suspended sentence has been pronounced within five years
of the expiration of the sentence, and two years have not elapsed since the
expiration of the probation period;
(III) has served as a director, factory manager, or general manager of a
company or enterprise undergoing bankruptcy liquidation, and bears personal
responsibility for such bankruptcy, such individual shall be disqualified for
three years from the date of completion of the bankruptcy liquidation
proceedings;
(IV) served as the legal representative of a company or enterprise whose
business license was revoked due to legal violations, and bears personal
responsibility for such revocation, such individual shall be disqualified for
three years from the date of revocation of the business license or compulsory
closure order;
(V) is listed by the people's court as a person subject to execution for
breach of trust due to a large amount of debts that are due and unpaid.
(VI) has been prohibited by the CSRC from serving as directors, and senior
executives in listed companies, and the prohibition term has not yet expired;
(VII) is publicly recognized by any stock exchange as unfit to be a director,
or senior executive of listed companies, and the term has not yet expired;
(VIII) Other circumstances specified by laws, administrative regulations, or
departmental rules.
For directors, or senior executives elected, delegated, or employed in
violation of previous provisions, such election, delegation or employment is
null and void. In case any circumstance as set forth in this Article occurs to
directors, supervisors, or senior executives during their terms of office, the
Company shall immediately remove such person from their position and terminate
all exercise of their authorities.
8.1.2 The effectiveness of the acts of the directors, general manager and
other senior executives of the Company on behalf of the Company to bona fide
third parties shall not be affected by any noncompliance in their positions,
elections or qualifications.
8.1.3 In addition to the obligations required by laws and regulations or the
listing rules of the stock exchange where the Company's stocks or GDR are
listed, the directors, general manager and other senior executives of the
Company shall have the following obligations to each shareholder when
exercising their functions and powers entrusted by the Company:
(I) They must not be allowed to exceed the business
scope specified in the Company's business license;
(II) They shall act based on the best interests of the
Company;
(III) They shall not deprive the Company of its property in
any form, including (but not limited to) opportunities beneficial to the
Company;
(IV) They shall not deprive shareholders of their personal
rights and interests, including (but not limited to) distribution rights and
voting rights, but excluding the reorganization of the Company submitted to
the shareholders' meeting for approval in accordance with the Articles of
Association.
8.1.4 The directors, general manager and other senior executives of the
Company shall exercise their rights or perform their obligations with the
care, diligence and skills that a reasonably prudent person would show under
similar circumstances.
8.1.5 The directors, general manager and other senior executives of the
Company must abide by the principle of good faith when performing their
duties, and shall not put themselves in a situation where their own interests
may conflict with their obligations. This principle includes but is not
limited to fulfilling the following obligations:
(I) They shall act in good faith based on the best interests of the Company;
(II) They shall exercise powers within the scope and not
beyond the power;
(III) They shall exercise the discretionary power granted to
them in person and not be manipulated by others; without the permission of
laws, administrative regulations, or the consent of the shareholders' meeting
with full knowledge, they shall not transfer their discretionary power to
others for exercise.
(IV) Shareholders of the same class shall be equal;
(V) Except as otherwise provided in the Articles of
Association or known and approved by the shareholders' meeting, they shall not
enter into any contracts, transactions or arrangements with any company;
(VI) They shall not use the Company's property in any form to
seek benefits for themselves without the informed consent of the shareholders'
meeting;
(VII) They shall not take advantage of their functions and powers to collect
bribes or other illegal income, and shall not misappropriate the Company's
property in any form, including (but not limited to) opportunities beneficial
to the Company;
(VIII) They shall not accept commissions related to the Company
transactions without the informed consent of the shareholders' meeting;
(IX) They shall abide by the Articles of Association, faithfully perform their
duties, safeguard the interests of the Company, and shall not use their
positions, functions and powers in the Company to seek personal gain for
themselves;
(X) They shall not compete with the Company in any form
without the informed consent of the shareholders' meeting;
(XI) They shall not embezzle the funds of the Company or loan
the funds of the Company to others, open an account to deposit the assets of
the Company in his or her name or in any other person's name, or provide any
guarantee with the assets of the Company for any debt of any shareholder of
the Company or any other person;
(XII) Without the consent of the shareholders' meeting under the
condition of being informed, they shall not disclose the confidential
information related to the Company obtained during their tenure; nor shall
they use such information except for the purpose of the Company's interests.
However, the information may be disclosed to the court or other government
authorities under the following circumstances:
1. As required by law;
2. As required for the common benefit;
3. As required by their own interests of the directors, general manager
and other senior executives.
8.1.6 The directors, general manager and other senior executives of the
Company shall not instruct the following persons or institutions ("relevant
persons") to do what the directors, general manager and other senior
executives cannot do:
(I) Spouses or minor children of the directors, general
manager and other senior executives of the Company;
(II) The trustees of the directors, supervisors, general
manager and other senior executives or the persons mentioned in Item (I) of
this Article;
(III) Partners of the directors, general manager and other senior executives
or the persons mentioned in Items (I) and (II) of this Article;
(IV) Any company that is in fact independently controlled by the directors,
general manager and other senior executives of the Company, or in fact jointly
controlled by the personnel mentioned in Items (I), (II) and (III) of this
Article or other directors, general manager and other senior executives of the
Company;
(V) Directors, general manager and other senior executives of the controlled
company referred to in Item (IV) of this Article.
8.1.7 The integrity obligations of the directors, general manager and other
senior executives of the Company may not necessarily terminate upon the end of
their term of office, and their obligation to keep the Company's trade secrets
confidential survives the expiration of their term of office. The duration of
other obligations shall be determined according to the principle of fairness,
depending on the length of time between the occurrence of the incident and the
employment termination, and the circumstances and conditions under which the
employment relationship with the Company ends.
8.1.8 The responsibilities of the directors, general manager and other senior
executives of the Company for violating a specific obligation can be relieved
by the shareholders' meeting, except for the circumstances stipulated in
Article 4.1.10 of these Articles of Association.
8.1.9 When the directors, general manager and other senior executives of the
Company have direct or indirect important interests in contracts, transactions
and arrangements that the Company has concluded or plans to conclude, (except
the employment contracts between the Company and the directors, general
manager and other senior executives), regardless of whether the relevant
matters require the approval of the Board of Directors under normal
circumstances, the nature and degree of its interest shall be disclosed to the
Board of Directors as soon as possible.
Unless the interested directors, general manager and other senior executives
of the Company have made a disclosure to the Board of Directors in accordance
with the requirements of the first paragraph of this Article, and the Board of
Directors approved the matter at the meeting where such persons were not
included in the quorum and didn't participate in the voting, the Company has
the right to cancel the contract, transaction or arrangement, except in the
case that the other party is a bona fide party who is unaware of the violation
of its obligations by the relevant directors, general manager and other senior
executives.
If the relevant persons of the directors, general manager and other senior
executives of the Company have an interest in a contract, transaction or
arrangement, such directors, general manager and other senior executives shall
also be deemed to have an interest.
8.1.10 If the directors, general manager and other senior executives of the
Company inform the Board of Directors in writing before the Company first
considers entering into relevant contracts, transactions and arrangements
stating that it will have interest in the future contracts, transactions and
arrangements of the Company, within the scope specified in the notice, the
relevant directors, general manager and other senior executives shall be
deemed to have made the disclosure specified in the preceding article of this
chapter.
8.1.11 The Company shall not pay taxes for its directors, general manager and
other senior executives in any way.
8.1.12 The Company shall not directly or indirectly provide loans or loan
guarantees to the directors, general manager and other senior executives of
the Company and its parent company.
The preceding paragraph shall not apply to:
(I) The Company provides loans to its subsidiaries or
provides loan guarantees for subsidiaries;
(II) According to the employment contract approved by the
shareholders' meeting, the Company provides loans, loan guarantees or other
payments to the directors, general manager and other senior executives of the
Company in order to pay the expenses incurred for the purposes of the Company
or for the performance of their duties of the Company;
(III) If the normal business scope of the Company includes
providing loans and loan guarantees, the Company can provide loans and loan
guarantees to the relevant directors, general manager and other senior
executives and their related persons, only in normal business conditions.
8.1.13 If the Company provides loans in violation of the provisions of the
preceding Articles, regardless of the terms of the loans, the person receiving
the money shall repay the loan immediately.
8.1.14 The Company shall not be compelled to enforce the loan guarantee that
is provided by the Company in violation of the provisions of Item 1 of Article
8.1.12; however, the following circumstances are exceptions:
(I) When providing a loan to a person related to a
director, general manager, or other senior executive of the Company or its
parent company, the lender is unaware of the situation;
(II) The collateral provided by the Company has been
legally sold by the lender to a bona fide purchaser.
8.1.15 The term "guarantee" as mentioned in the preceding articles of this
chapter includes the act that the guarantor bears the responsibility or
provides property to ensure the obligor performs his obligations.
8.1.16 When the directors, general manager, and other senior executives of the
Company violate their obligations to the Company, in addition to various
rights and remedies stipulated by laws and administrative regulations, the
Company shall have the right to:
(I) Require relevant directors, general managers, and
other senior executives to compensate for the losses caused to the Company due
to their dereliction of duty;
(II) Revoke any contract or transaction between the
Company and the relevant directors, general manager and other senior
executives, as well as any contract or transaction between the Company and a
third party (when the third party knows or should have known that the
directors, general manager and other senior executives representing the
Company have violated their obligations to the Company);
(III) Require the relevant directors, general manager, and
other senior executives to surrender the proceeds obtained from the breach of
obligations;
(IV) Recover the money received by the relevant directors,
general manager, and other senior executives that shall be owned by the
Company, including but not limited to commissions;
(V) Require the relevant directors, general manager, and
other senior executives to refund the interest earned or likely to be earned
on the money that shall be paid to the Company.
8.1.17 The Company shall conclude a written contract with the directors of the
Company on the remuneration, which shall be approved in advance by the
shareholders' meeting. The aforesaid remuneration matters include:
(I) Remuneration as a director or senior executive of
the Company;
(II) Remuneration of directors or senior executives who
are subsidiaries of the Company;
(III) Remuneration for providing other services for the
management of the Company and its subsidiaries;
(IV) The amount of compensation received by the director due
to loss of position or retirement.
Except as provided in the aforesaid contract, a director shall not bring a
lawsuit against the Company for the benefits to which he is entitled due to
the aforesaid matters.
8.1.18 The Company shall stipulate in the contracts on remuneration matters
concluded with its directors that, when the Company is to be acquired, the
directors of the Company shall have the right to obtain compensation or other
amounts due to loss of position or retirement under the conditions approved in
advance by the shareholders' meeting. The term "the Company is to be
acquired," as mentioned in the preceding paragraph, refers to one of the
following situations:
(I) Any person makes a tender offer to all shareholders;
(II) Any person makes a takeover offer, aiming to make the
offeror a controlling shareholder. The definition of controlling shareholder
is the same as that in Article 14.1 of these Articles;
(III) If some directors do not comply with the provisions of
this Article, any amount received by them shall be owned by those who sell
their shares due to accepting the aforesaid offer, and such directors shall
bear the expenses incurred in distributing such amount proportionally, which
shall not be deducted from such amount.
Chapter IX Financial and Accounting System, Profit Distribution and Audit
Section I Financial and Accounting System
9.1.1 The Company formulates a financial accounting system according to the
law, administrative regulations and provisions of relevant national
authorities. The Company shall prepare financial reports at the end of each
fiscal year, which shall be examined and verified according to law.
9.1.2 The Company shall submit and disclose an annual report to the local
offices of the CSRC and the stock exchange within four months of the end of
each fiscal year, a semiannual report to the CSRC and the stock exchange
within two months from the end of the first half of each fiscal year, and
quarterly reports to the CSRC and the stock exchange within one month of the
end of the first three months and the first nine months of each fiscal year.
The above annual report, semiannual report, and quarterly reports shall be
prepared according to the relevant laws, administrative regulations, and
regulations specified by the CSRC and the Shanghai Stock Exchange.
9.1.3 At each annual shareholders' meeting, the Board of Directors of the
Company shall submit to the shareholders the financial reports prepared by the
Company as required by relevant laws, administrative regulations, normative
documents issued by local governments and competent departments.
9.1.4 The financial reports of the Company shall be placed at the Company
twenty days prior to the convening of the annual shareholders' meeting for
inspection by shareholders. Every shareholder of the Company is entitled to
obtain the financial reports mentioned in this chapter.
9.1.5 The Company shall not establish other accounting books in addition to
the legal accounting books. No asset of the Company can be deposited in any
account opened in the name of any individual.
9.1.6 The Company's accumulation funds shall be used to make up the losses of
the Company, expand the production and management of the Company, or increase
the capital of the Company.
When distributing after-tax profits of the current year, the Company shall
allocate 10% of its profits for the statutory surplus reserve fund. Once the
cumulative amount of the statutory reserve fund reaches 50% of the Company's
registered capital, the Company may not allocate further after-tax profit to
the statutory reserve fund.
If the statutory reserve of the company is insufficient to make up for the
losses of the previous year, the profits of the current year shall be used to
make up for the losses before the statutory reserve is withdrawn in accordance
with the provisions of the preceding paragraph.
After the drawing of the statutory surplus reserve fund from the after-tax
profits by the Company, it shall be determined by the shareholders' meeting
through resolution whether to draw an optional surplus reserve fund from the
after-tax profits or not.
The Company's after-tax profits remaining after it has made up its losses and
made allocations to its surplus reserve shall be distributed in proportion to
the shareholdings of its shareholders unless these Articles stipulate that the
profits shall not be distributed in proportion to shareholding ratios.
If the shareholders' meeting distributes profits to shareholders in violation
of the Company Law, the shareholders shall return the profits distributed in
violation of the regulations to the company; if losses are caused to the
company, the shareholders and responsible directors and senior executives
shall be liable for compensation.
If the Company holds the shares of its own company, it shall not be entitled
to profit distribution.
9.1.7 To make up for the corporate losses with the capital reserve funds, the
optional reserve fund and the statutory reserve fund shall be used first. If
they are still unable to make up for it, the capital reserve can be used in
accordance with the regulations. The capital reserve includes the following
funds:
(I) The premium obtained from the issue exceeding the
par value of the shares;
(II) The portion of capital raised through the issuance of
no-par value shares that is not accounted for as registered capital;
(III) Other items stipulated by the finance department of the
State Council to be included in the capital reserve.
When the statutory reserve fund is converted into an additional registered
capital, the retained amount of this reserve fund shall not be less than
twenty-five percent of the Company's registered capital before conversion.
9.1.8 The Company's profit distribution policy is:
(I) Profit distribution principle
The Company's profit distribution should pay attention to the reasonable
returns on investment to the public shareholders, aiming at sustainable
development and safeguarding shareholders' rights and interests, and the
Company should maintain the continuity and stability of the profit
distribution policy.
The Company's profit distribution shall not exceed the range of accumulated
distributable profits, and shall not prejudice the Company's ability to
continue as a going concern.
(II) Profit distribution form
The Company distributes profits by cash, stock, combination of cash and stock,
or other reasonable means in line with laws and administrative regulations.
The Company gives priority to the profit distribution method of cash
dividends.
When distributing profits in cash, the Company shall fully consider the
capital needs of daily production and operation activities and investment
activities in the future, as well as the cost and efficiency of financing from
banks and securities markets in the future to ensure that the distribution
scheme does not affect the Company's going concern and development.
When distributing profits by means of stocks, the Company should fully
consider real and reasonable factors such as the Company's growth and the
dilution of net assets per share and compatibility of total shares after
profit distribution with the Company's scale of operation, to ensure that the
distribution scheme is in line with the overall interests of shareholders of
the Company.
(III) Specific conditions and proportions for cash dividends
Under the condition that the Company is profitable in the current year and has
no unrecovered losses, if there are no major investment plans or major cash
expenditures, the Company shall distribute dividends in cash.
Major investment plans or major cash expenditures refer to that the Company
plans to invest abroad, acquire assets or purchase equipment in the next 12
months (except for the items of raised funds), and the accumulated expenditure
reaches or exceeds thirty percent of the latest audited net assets of the
Company or a single cash expenditure item exceeds RMB 500 million.
The profits accumulatively distributed in cash by the Company in the recent
three fiscal years are no less than thirty percent of the average annual
profits available for distribution in the recent three fiscal years.
(IV) Specific conditions for issuing stock dividends
On the basis of giving priority to cash dividends, when the Company is in good
operating condition, and the scale of share capital is reasonable, and the
Board of Directors of the Company thinks that issuing stock dividends is
beneficial to the growth of the Company and the interests of all shareholders,
a stock dividend distribution plan can be put forward.
(V) Interval between profit distribution periods
The Company shall put forward a profit distribution scheme at the annual
meeting of the Board of Directors and implement it after being approved by the
shareholders' meeting.
Under the condition of meeting the aforesaid cash dividends, the Company shall
make a cash dividend once a year. According to the Company's profitability and
capital demand, and upon the proposal of the Company's Board of Directors and
the approval of the shareholders' meeting, medium-term cash dividends may also
be distributed.
(VI) The Board of Directors of the Company shall distinguish
the following cases and put forward a differentiated cash dividend policy
according to the procedures specified in these Articles by considering its
industrial characteristics, development stage, business model, profitability,
debt repayment ability, major capital expenditure arrangement, and investor
returns:
1. If the Company is at a mature development stage, without major capital
expenditure arrangement, cash dividends shall account for at least 80% of the
distributed profits in this profit distribution;
2. If the Company is at a mature development stage, with a major capital
expenditure arrangement, cash dividends shall account for at least 40% of the
distributed profits in this profit distribution;
3. If the Company is at the growth stage and has some significant fund
expenditure arrangement, cash dividend shall at least account for 20% of this
profit distribution at the time of profit distribution.
The specific stage at which the Company distributes dividends shall be
determined by the Board of Directors based on the specific situation. If the
actual development stage of the Company cannot be identified, and the Company
has a major capital expenditure arrangement, it is still allowed to make
decisions based on the provisions of (III).
(VII) In case of adjusting the profit distribution policy due to
the production and operation situation and long-term development needs of the
Company, it should be based on protecting the interests of shareholders. The
adjusted profit distribution policy shall not violate relevant laws,
regulations, regulatory documents, and the provisions of these Articles. The
profit distribution policy adjustment plan shall seek the opinions of the
Audit Committee in advance, be deliberated and passed by the Board of
Directors, then submitted to the shareholders' meeting for deliberation, and
be approved by more than two-thirds of the voting rights held by the
shareholders present at the shareholders' meeting.
(VIII) The proportion of cash dividends in this profit
distribution is calculated as the cash dividend divided by the sum of the cash
dividend and stock dividend.
9.1.9 Profit distribution procedures of the Company
(I) Before the announcement of a regular report, the
Board of Directors will explore and formulate the annual profit distribution
plan based on these Articles and the Company's operational status. When the
Company prepares a cash dividend plan, the Board of Directors shall carefully
explore and demonstrate the opportunity, conditions, minimum proportion,
conditions of adjustment, and decision-making procedure requirements of cash
dividends. The Board of Directors shall form the annual profit distribution
plan on the basis of considering the sustained, robust, and scientific returns
to all shareholders, and the plan shall be submitted to the shareholders'
meeting for approval after being deliberated and approved by the Board of
Directors.
If independent directors believe that the specific plan for cash dividends may
harm the rights and interests of the Company or minority shareholders, they
have the right to express independent opinions. If the Board of Directors has
not adopted or fully adopted the opinions of independent directors, the
opinions of independent directors and the specific reasons for not adopting
them shall be recorded in the resolution of the Board of Directors and
disclosed.
The independent director may solicit the opinions of the minority
shareholders, propose a dividend plan, and submit it to the Board of Directors
for discussion.
(II) In the process of decision-making and demonstration
of the profit distribution plan, the Board of Directors should actively
communicate with shareholders, especially small and medium shareholders,
through various channels, fully listen to the opinions and demands of small
and medium shareholders, and answer the concerns of small and medium
shareholders in a timely manner.
(III) When a resolution on the profit distribution plan is
passed at the shareholders' meeting, or, after the Board of Directors
formulates a specific distribution plan based on the interim dividend
conditions and ceiling approved by the annual shareholders' meeting for the
following year, the Board of Directors shall complete such distribution of
dividends (or shares) within two (2) months after the shareholders' meeting is
held.
9.1.10 The Company shall appoint a collecting proxy for GDR holders. The proxy
for receiving payments shall collect dividends and other payable amounts
distributed by the Company to the relevant GDR holders on behalf of such GDR
holders. The collection proxy appointed by the Company shall meet the
requirements of the laws of the place of listing or the relevant provisions of
the stock exchange.
Section II Internal Audit
9.2.1 The Company implements an internal audit system that clearly defines the
leadership structure, responsibilities and authority, personnel allocation,
funding support, utilization of audit results, and accountability measures for
internal audit activities.
The internal audit system of the Company shall be implemented upon approval by
the Board of Directors and will be disclosed to the public.
9.2.2 The internal audit department of the Company conducts supervision and
inspection of business activities, risk management, internal controls, and
financial information.
9.2.3 The internal audit institution is responsible to the Board of Directors.
The internal audit department shall be subject to the oversight and guidance
of the Audit Committee during its supervision and inspection of the company's
business activities, risk management, internal controls, and financial
information. The internal audit department shall promptly report any
significant issues or findings directly to the Audit Committee.
9.2.4 The specific organizational implementation of the Company's internal
control evaluation is the responsibility of the internal control evaluation
agency. The Company issues the annual internal control evaluation report based
on the evaluation report and relevant materials issued by the internal control
evaluation agency and reviewed by the Audit Committee.
9.2.5 The Audit Committee shall communicate with external audit entities such
as accounting firms and national audit institutions, and the internal audit
department should actively cooperate, providing necessary support and
collaboration.
9.2.6 The Audit Committee participates in the assessment of the head of
internal audit.
Section III Appointment of Accounting Firm
9.3.1 The Company shall engage an accounting firm meeting the requirements of
Securities Law for the audit of the accounting statements, verification of net
assets, and other relevant consultation services, etc. The employment term of
the accounting firm shall be one (1) year and may be renewed.
9.3.2 The appointment and dismissal of the accounting firm must be determined
by the shareholders' meeting. The Board of Directors shall not appoint an
accounting firm before the decision of the shareholders' meeting.
9.3.3 The Company guarantees to provide the engaged accounting firm with true
and complete accounting vouchers, accounting books, financial and accounting
reports, and other accounting documents, and shall not refuse, conceal, or
make false reports.
9.3.4 The audit fees of the accounting firm shall be decided by the
shareholders' meeting.
9.3.5 The Company shall notify the accounting firm 30 days in advance when it
dismisses or does not renew the appointment of the accounting firm, and the
accounting firm shall be allowed to state its opinions when the shareholders'
meeting of the Company votes on the dismissal of the accounting firm.
If an accounting firm proposes to resign, it shall explain to the
shareholders' meeting whether there are any improper circumstances of the
Company.
Chapter X Notice and Announcement
Section I Notice
10.1.1 The Company's notices shall be issued in the following forms:
(I) By hand;
(II) By postal mail;
(III) Announcement;
(IV) Any other form prescribed by these Articles.
10.1.2 A notice given by the Company by way of public announcement shall be
deemed to have been received by all persons concerned upon such announcement.
10.1.3 The notice of the shareholders' meeting of the Company shall be made by
announcement.
10.1.4 The notice of the meeting of the Board of Directors of the Company
shall be sent by hand delivery or by fax.
10.1.5 In case the Company's notice is delivered by a designated person, the
receiver shall sign (or stamp) on the service return receipt and the date on
which the receiver signs for the receipt shall be the date of service; in case
the Company's notice is sent through a mail, the fifth working day after it is
delivered to the post office shall be the date of service; in case the
Company's notice is given through a public announcement, the data on which the
public announcement is published for the first time shall be the date of
service; in case the Company's notice is sent by facsimile, the date of
transmission shall be deemed the date of delivery, as evidenced by the
facsimile machine's transmission report.
10.1.6 The accidental omission to give notice of the meeting to, or the
non-receipt of notice of the meeting by, a person entitled to receive notice
of the meeting shall not invalidate the meeting or the resolutions passed at
the meeting.
Section II Announcement
10.2.1 The Company shall publish company announcements in the media designated
by the CSRC in accordance with the regulations.
Chapter XI Merger, Division, Capital Increase, Capital Decrease, Dissolution
and Liquidation
Section I Merger, Division, Capital Increase and Capital Decrease
11.1.1 A company merger may be effected by way of an absorption merger or a
new establishment merger.
The absorption by one company of one or more other companies shall be merger
by absorption, in which case the absorbed company or companies shall be
dissolved. The merger of two or more companies for the establishment of a new
company shall be merger by new establishment, in which case the parties to the
merger shall be dissolved.
11.1.2 If the price paid for the merger does not exceed 10% of the net assets
of the Company, it may be conducted without the approval of the shareholders'
meeting, unless otherwise specified in these Articles.
If the merger of the Company in accordance with the provisions of the
preceding paragraphs does not require a resolution of the shareholders'
meeting, it shall be approved by the Board of Directors.
11.1.3 For the merger or division of the Company, the Board of Directors shall
put forward a scheme, and go through the relevant examination and approval
procedures according to laws after the scheme is adopted in accordance with
the procedures specified in these Articles. Shareholders who oppose the merger
and division scheme of the Company shall have the right to require the Company
or the shareholders who agree on the merger or division of the Company to buy
their shares at a fair price. The contents of the resolution on the merger and
division of the Company shall be made into special documents for reference by
the shareholders.
11.1.4 When the Company merges, the merging parties shall conclude a merger
agreement and prepare a balance sheet and a list of assets. The Company shall
notify its creditors within ten days from the date of the merger resolution
and shall publish an announcement within thirty days in the media designated
by the CSRC, as well as in newspapers or on the National Enterprise Credit
Information Publicity System. Creditors may, within thirty days from receipt
of the notice or, in the absence of such notice, within forty-five days from
the date of the public announcement, request the Company to clear off their
debts or to provide the corresponding guarantees.
11.1.5 When the Company merges, the credits and debts of all parties to the
merger shall be succeeded by the surviving company after the merger or the
newly established company.
11.1.6 When the Company is divided, its property shall be correspondingly
divided.
When the Company is divided, a balance sheet and a list of property shall be
prepared. The Company shall notify its creditors within ten days from the date
of the division resolution and shall publish an announcement within thirty
days in the media designated by the CSRC, as well as in newspapers or on the
National Enterprise Credit Information Publicity System.
11.1.7 The debts of the Company before its division shall be jointly and
severally liable by the companies after the division. However, the debts
otherwise agreed in the written agreement on debt repayment reached between
the Company and the creditors before the division of the Company are excluded.
11.1.8 When the Company reduces its registered capital, it shall prepare a
balance sheet and a list of assets.
The Company shall notify its creditors within ten days from the date of the
resolution of the shareholders' meeting to reduce the registered capital and
shall publish an announcement within thirty days in the media designated by
the CSRC, as well as in newspapers or on the National Enterprise Credit
Information Publicity System. Creditors may, within thirty days from receipt
of the notice or, in the absence of such notice, within forty-five days from
the date of the public announcement, request the Company to clear off their
debts or to provide the corresponding guarantees.
When the Company reduces its registered capital, it shall reduce the amount of
the proportion of the shareholders' capital contribution, unless otherwise
provided by laws or these Articles.
If the Company still incurs losses after making up for losses in accordance
with the provisions of Article 9.1.7 of these Articles, it may reduce its
registered capital to offset the losses. Where the registered capital is
reduced to cover losses, the Company shall neither distribute any assets to
shareholders nor release shareholders from their obligations to make capital
contributions or pay for their shares.
Where the registered capital is reduced in accordance with the preceding
paragraph, the provisions of Paragraph 2 of this article shall not apply.
However, the Company shall publish an announcement in newspapers or on the
National Enterprise Credit Information Publicity System within thirty (30)
days from the date the resolution of the shareholders' meeting on capital
reduction is adopted.
After reducing its registered capital in accordance with the preceding two
paragraphs, the Company shall not distribute profits until the aggregate
amount of its statutory reserve and discretionary reserve reaches fifty
percent (50%) of the Company's registered capital.
11.1.9 If the Company reduces its registered capital in violation of the
provisions of the law and the Company Law, the shareholders shall return the
funds they have received, and if the capital contribution of the shareholders
is reduced, it shall be restored to its original state; and if losses are
caused to the Company, the shareholders and responsible directors and senior
executives shall be liable for compensation.
11.1.10 Shareholders shall not have preemptive rights to subscribe to new
shares issued by the Company to increase its registered capital. Unless
otherwise provided in these Articles or resolved by the shareholders' meeting,
shareholders shall not have preemptive rights.
11.1.11 Where the merger or division of the Company involves changes in
registered items, such changes shall be registered with the company
registration authority in accordance with the law; where the Company is
dissolved, the Company shall be deregistered in accordance with the law; and
where a new company is incorporated, the registration of the incorporation of
such company shall be carried out in accordance with the laws.
If the Company increases or decreases its registered capital, the Company
shall register such a change with the company registration authority in
accordance with the law.
Section II Dissolution and Liquidation
11.2.1 The Company shall be dissolved for any of the following reasons:
(I) The business term as stipulated in these Articles
expires or other causes for dissolution as stipulated in these Articles occur;
(II) The shareholders' meeting decides to dissolve the
Company;
(III) Dissolution is required as a result of the merger or
division of the Company;
(IV) The Company has its business license revoked, is ordered
to close down, or is deregistered in accordance with the law;
(V) Where the Company is confronted with serious
difficulties in operation and management, its continued existence may cause
grievous losses to the interests of its shareholders and the difficulties
cannot be surmounted through other channels, the shareholders holding more
than 10% of the total voting rights held by all the shareholders of the
Company may request a people's court to dissolve the Company.
If the reasons for dissolution specified in the preceding paragraph occur, the
Company shall publicize the reasons through the National Enterprise Credit
Information Publicity System within 10 days.
11.2.2 The Company may continue to exist by amending these Articles or through
a resolution of the shareholders' meeting under the circumstances specified in
Item (I) or (II) of Article 12.2.1 of these Articles and has not yet
distributed assets to shareholders.
Any amendment to these Articles or resolution of the shareholders' meeting
made pursuant to the preceding paragraph shall require approval by
shareholders representing at least two-thirds (2/3) of the voting rights
present at the shareholders' meeting.
11.2.3 Where the Company is dissolved under Items (I), (II), (IV), or (V) of
Article 11.2.1 of these Articles, a liquidation group shall be established to
commence the liquidation within 15 days after a cause of dissolution occurs.
The liquidation group is composed of directors, unless otherwise provided in
these Articles or other directors are appointed by a resolution of the
shareholders' meeting. If the liquidation obligor fails to perform its
liquidation obligations in time, thereby causing losses to the Company or its
creditors, it shall be liable for compensation.
11.2.4 If the Company is dissolved pursuant to Item (IV), Paragraph 1, Article
11.2.1, the Department or company registration authority that issues the
decision to revoke the business license, order closure, or cancel the Company
may apply to the People's Court to appoint relevant personnel to form a
liquidation group for liquidation. If the Board of Directors decides to
liquidate the Company (except for the liquidation due to the Company's
declaration of bankruptcy), it shall state in the notice of the shareholders'
meeting convened for such purpose that the Board of Directors has made a
comprehensive investigation into the Company's conditions and believes that
the Company can fully pay off its debts within 12 months after the
commencement of liquidation.
After the resolution on liquidation is adopted by the shareholders' meeting,
the functions and powers of the Board of Directors of the Company shall be
terminated immediately.
The liquidation group shall, as instructed by the shareholders' meeting,
report to the shareholders' meeting at least once a year on the income and
expenditure of the liquidation group and the business and liquidation progress
of the Company, and make a final report to the shareholders' meeting at the
end of the liquidation.
11.2.5 The liquidation group shall exercise the following functions and powers
during the liquidation:
(I) Sort out corporate assets, and prepare a balance
sheet and a property inventory separately;
(II) Notify or announce to creditors;
(III) Handle the unsettled businesses related to the
liquidation of the Company;
(IV) Make full payment of unpaid taxes and the taxes incurred
during liquidation;
(V) Identify creditor's rights and debts;
(VI) Distribute the residual property of the Company after
paying off debts;
(VII) Participate in civil litigation on behalf of the Company.
11.2.6 The liquidation group shall notify the creditors within ten days from
its establishment, and shall make an announcement in the media designated by
the CSRC, as well as in newspapers or on the National Enterprise Credit
Information Publicity System, within sixty days. Creditors shall declare their
credits to the liquidation group within thirty days from the receipt of the
notice or within forty-five days from the date of announcement in case the
notice has not been received.
When declaring the creditor's rights, the creditors shall specify the relevant
matters relating to the creditor's rights and provide supporting materials.
The liquidation group shall register creditors' rights.
During the declaration of creditors' rights, the liquidation group shall not
pay off any of the debts of any creditor.
11.2.7 The liquidation group shall prepare a liquidation plan and submit it to
the shareholders' meeting or the people's court for confirmation upon the
liquidation of the Company's assets and the preparation of the balance sheet
and property inventory.
Any of the Company's remaining property after paying off the liquidation
costs, employee salaries, social insurance expenditure, statutory
compensation, underpaid taxes, and the Company's debts shall be allocated by
the Company to the Shareholders according to their types and ratios of
shareholding.
During liquidation, the Company continues to exist but shall not carry out any
operating activities unrelated to liquidation. Prior to the final settlement
provided by the preceding paragraph, the Company's property shall not be
allocated to the shareholders.
11.2.8 If, upon the liquidation of the Company's assets and the preparation of
the balance sheet and property inventory, the liquidation group finds that the
Company's assets are insufficient to pay its debts, it shall file a bankruptcy
petition with the People's Court in accordance with the law.
After the people's court accepts the bankruptcy application, the liquidation
group shall transfer the liquidation affairs to the bankruptcy administrator
appointed by the people's court.
11.2.9 Upon completion of the liquidation of the Company, the liquidation
group shall prepare a liquidation report, submit it to the shareholders'
meeting or the people's court for confirmation, as well as to the company
registration authority for deregistration of the Company.
11.2.10 Members of the liquidation group shall perform their liquidation
duties and have the duty of loyalty and diligence.
If a member of the liquidation group neglects to perform his liquidation
duties and causes losses to the Company, he/she shall be liable for
compensation; if the member of the liquidation group causes losses to
creditors due to intentional or gross negligence, he/she shall be liable for
compensation.
11.2.11 Where the Company is declared bankrupt in accordance with law, the
bankruptcy liquidation shall be carried out in accordance with the relevant
applicable bankruptcy laws.
Chapter XII Amendment of Articles of Association
12.1 The Company may amend the Articles of Association in accordance with
laws, administrative regulations, and provisions of the Articles of
Association.
12.2 In any of the following circumstances, the Company will amend these
Articles:
(I) When the Company Law or relevant laws and
administrative regulations are amended, and the matters stipulated in these
Articles conflict with the amended laws and administrative regulations;
(II) When the company's circumstances change, and are
inconsistent with the matters recorded in these Articles;
(III) When the shareholders' meeting determines to modify
these Articles.
12.3 The amendment to the Articles approved by the resolutions of the
shareholders' meeting, which is subject to the approval of competent
authority, shall be submitted to the competent authority for approval; and
which involves the Company's registration, be registered according to the law.
12.4 The Board of Directors shall amend these Articles according to the
resolution with respect to the amendment of the Articles by the shareholders'
meeting and the opinions of related competent authorities.
12.5 Amendments to the Articles of Association are information required to be
disclosed by laws and regulations and shall be announced as required.
12.6 Amendments to the Articles of Association, if involving the Trial
Administrative Measures of Overseas Securities Offering and Listing by
Domestic Companies, shall take effect after being approved by the company
examination and approval authority authorized by the State Council and the
securities regulatory body under the State Council. Where the registration of
the Company is involved, the registration changes shall be handled according
to law.
Chapter XIII Dispute Resolution
13.1 With respect to disputes or claims arising between shareholders and the
Company, between shareholders and the Company's directors, the general manager
or other senior executives, or between shareholders themselves, which relate
to rights and obligations stipulated in the Company's Articles of Association
and relevant laws and administrative regulations and are associated with other
company affairs, if the securities regulatory authority of the State Council
has not reached any understanding or agreement with the relevant foreign
securities regulatory authorities on dispute resolution methods, the parties
concerned may resolve such disputes or claims in accordance with the methods
specified in laws and administrative regulations, or through methods mutually
agreed upon by the parties.
The resolution of the aforesaid disputes shall be governed by laws of the
People's Republic of China.
Chapter XIV Supplementary Provisions
14.1 Definition
(I) Controlling shareholder refers to a shareholder
whose shares exceed 50% of the Company's total equity or a shareholder who
holds less than 50% of the shares but whose voting rights are sufficient to
have a significant impact on the resolutions of the shareholders' meeting.
(II) Actual controller refers to a natural person, legal
person, or other organization that can actually control the Company's behavior
through investment relationships, agreements, or other arrangements.
(III) Affiliation refers to relations between the Company's
controlling shareholder, actual controller, directors, senior executives, and
the enterprises indirectly or directly controlled by them or other relations
that may result in the transfer of the Company's interests. However, the
affiliation among state-controlled enterprises is not only attributed to the
fact that they are all controlled by the state.
14.2 The Board of Directors may formulate bylaws in accordance with the
provisions of these Articles. The bylaws shall not conflict with the
provisions of these Articles.
14.3 These Articles are written in Chinese. In case of any discrepancy between
this version of these Articles and other versions or translations (in any
other languages) hereof, the Chinese version, which has been approved and
registered by the State Market Regulatory Administration for the latest time,
shall prevail.
14.4 In terms of figures, when using words such as "above" and "within", in
these Articles, such figures shall be included; when using words such as "not
more than", "less than", "except", "lower than", "higher than" and "more
than", such figures shall be excluded.
14.5 The right to interpret these Articles shall rest with the Board of
Directors.
14.6 The annexes of these Articles include the Rules of Procedures for the
shareholders' meeting and the Rules of Procedures of the Board of Directors.
Annex Ⅱ
SDIC Power Holdings Co., Ltd.
Rules of Procedure of the Shareholders' Meeting
Chapter I General Provisions
Article 1 To ensure the legality of procedures and resolutions,
improve the deliberation efficiency of the shareholders' meeting, and
safeguard the legitimate rights and interests of shareholders, the
shareholders' meeting formulates these Rules according to the Company Law of
the People's Republic of China (hereinafter referred to as the Company Law),
the Rules of the General Meeting of Shareholders of Listed Companies
(hereinafter referred to as the Rules of the General Meeting of Shareholders),
the Trial Administrative Measures of Overseas Securities Offering and Listing
by Domestic Companies (hereinafter referred to as the Trial Administrative
Measures), and other relevant laws, regulations, and regulatory documents, as
well as the Articles of Association of SDIC Power Holdings Co., Ltd.
(hereinafter referred to as the Articles of Association).
Article 2 The Company shall strictly convene shareholders' meeting
in accordance with the relevant provisions of laws, administrative
regulations, these Rules and the Articles of Association, so as to ensure that
shareholders can exercise their rights in accordance with the law. The Board
of Directors of the Company shall earnestly perform its duties and organize
the shareholders' meeting carefully and on time. All directors of the Company
shall be diligent to guarantee the shareholders' meeting normally held and its
duties legally exercised.
Article 3 The shareholders' meeting shall exercise its powers
within the scope stipulated in the Company Law and the Articles of
Association.
Chapter II Powers of the Shareholders' Meeting
Article 4 The shareholders' meeting is an organ of authority in
the Company and shall exercise the following powers:
(I) Elect and change directors and decide the
remuneration of directors;
(II) Deliberate on and approve the reports of the
Board of Directors;
(III) Deliberate on and approve the profit
distribution plan, profit distribution policy adjustment plan, loss recovery
plans for the Company;
(IV) Make resolutions on the increase or reduction
in the registered capital of the Company;
(V) Make resolutions on the issuance of the
corporate bonds;
(VI) Make resolutions on the Company's acquisition
of its own shares or on merger, division, dissolution, liquidation or
alteration of the Company's form;
(VII) Deliberate on and approve the amendment plan for
the Articles of Association;
(VIII) Make resolutions on the appointment, dismissal or
non-reappointment of the accounting firm that undertakes the audit business of
the Company;
(IX) Deliberate on and approve the matter that the
Company purchases or sells any major asset which exceeds 30% of the Company's
total assets as audited in latest term;
(X) Deliberate on and approve the proposed
related-party transaction (except that the Company provides guarantees,
receives cash assets and debts which purely reduce the Company's obligations)
amounting to more than RMB 30 million between the Company and related party
and such significant related-party transaction accounts for more than five
percent of absolute value of the Company's net assets attributable to parent
company as audited in latest term;
The amount of related-party transactions between the Company and the same
related party, or transaction related to the type of transaction object
between the Company and different related party, will be calculated according
to the principles of accumulative calculation for twelve (12) consecutive
months;
(XI) Deliberate on and approve the following matters
regarding external guarantees:
1. Any guarantee provided after the total
external guarantee provided by the Company and its controlled subsidiaries has
exceeded fifty percent of the Company's net assets as audited in the latest
term;
2. Any guarantee provided after the total
external guarantee provided by the Company and its controlled subsidiaries has
exceeded thirty percent of the Company's total assets as audited in the latest
term;
3. Any guarantee provided to others after
the amount of the guarantee, calculated on a cumulative basis within twelve
consecutive months according to the principle of cumulative calculation of the
guaranteed amount, exceeds 30% of the Company's total assets as audited in the
latest term;
4. Any guarantee provided to a party who has
an asset-liability ratio in excess of seventy percent;
5. Any single guarantee with the amount in
excess of ten percent of the Company's net assets as audited in the latest
term;
6. Any guarantee provided for shareholders,
actual controllers and their related parties;
(XII) Deliberate on and approve matters concerning
changing the purpose of raised funds;
(XIII) Deliberate on the stock ownership incentive plan
and employee stock ownership plan;
(XIV) Deliberate on the repurchase of shares by the
Company;
(XV) Deliberate on the transaction behaviors (except
that the Company provides financial support, provides guarantees, receives
cash assets and debts which purely reduce the Company's obligations) in
respect of the Company and its controlled subsidiaries and such transaction
meets one of the following standards:
1. The total amount of the assets involved
in such transaction (calculated based on the higher of the book value and
estimated value if both exist) accounts for more than fifty percent of the
Company's total assets as audited in the latest term;
2. The net assets involved in the
transaction object (such as equity) (calculated based on the higher of the
book value and estimated value if both exist) account for more than fifty
percent of the Company's net assets as audited in the latest term, with an
absolute amount of more than RMB 50 million;
3. The transaction amount (including the
debts and expenses assumed) accounts for more than fifty percent of the
Company's net assets as audited in the latest term, with an absolute amount of
above RMB 50 million;
4. Profits from the transaction account for
more than fifty percent of the net profit of the Company as audited in the
latest fiscal year, with an absolute amount of above RMB 5 million;
5. Relevant operating revenue of the
transaction object (such as equity) in the latest fiscal year accounts for
more than fifty percent of the total operating revenue of the Company as
audited in the latest fiscal year, with an absolute amount of above RMB 50
million;
6. Relevant net profit of the transaction
object (such as equity) in the latest fiscal year accounts for more than fifty
percent of the total net profit of the Company as audited in the latest fiscal
year, with an absolute amount of above RMB 5 million.
If these Articles of Association or laws and regulations provide otherwise for
the consideration and voting of transaction behaviors, the relevant provisions
shall be followed.
If the data involved in the above indicators is negative, the absolute value
shall be taken for the calculation. The term "transaction" as defined in these
Rules includes the following: purchase or sale of assets; overseas investment
(including entrusted wealth management, investment in subsidiaries, etc.);
provision of financial support (including interest-bearing or interest-free
loans, entrusted loans, etc.); provision of guarantees (including guarantees
for controlled subsidiaries, etc.); lease-in or lease-out of assets;
entrustment or trusteeship of assets and business; donation or receipt of
donated assets; debt and debt restructuring; signing of license agreements;
transfer or acquisition of research and development projects; waiver of rights
(including waiver of preemptive right to purchase, preemptive right to
subscribe for capital contributions, etc.); other transactions recognized by
the Shanghai Stock Exchange (none of the above transactions include the
purchase of raw materials, fuels and power; provision or receipt of labor
services, etc.; as well as the sale of products and commodities, etc.; project
contracting and other transactions related to daily operations, but such asset
purchase or sale activities involved in asset swaps are still included).
(XVI) Deliberate on proposals from shareholders who,
individually or in the aggregate, hold more than one percent of the shares
representing the voting rights of the Company;
(XVII) Financial support matters that meet the following
conditions:
1. The amount of single financial support
exceeds 10% of the net assets of the Company as audited in the latest term;
2. The latest financial statement data of
the funded object shows that the asset-liability ratio exceeds 70%;
3. The accumulated amount of financial
support in the last 12 months exceeds 10% of the net assets of the Company as
audited in the latest term;
4. Other circumstances as stipulated by
CSRC, the stock exchange or the Articles of Association.
If the recipient of the financial support is a controlled subsidiary within
the scope of the Company's consolidated financial statements and the other
shareholders of such controlled subsidiary do not include the controlling
shareholder, the actual controller and their related parties of the listed
company, it may be exempted from the application of the provisions of the
preceding paragraph.
(XVIII) Deliberate on other matters required to be determined by
the shareholders' meeting, as agreed by laws, administrative regulations,
departmental regulations, or these Articles of Association.
When the shareholders' meeting of the Company deliberates on the third
situation under Item (XI) of the preceding paragraph, it shall be adopted by
more than two-thirds of the voting rights held by the shareholders present at
the meeting.
The shareholders' meeting may authorize the Board of Directors to make
resolutions on the issuance of corporate bonds.
Chapter III Convening of Shareholders' Meeting
Article 5 The shareholders' meetings are divided into annual
shareholders' meeting and extraordinary shareholders' meeting. The annual
shareholders' meeting shall be held annually within six (6) months after the
end of the preceding fiscal year.
In case of any one of the following circumstances, the Company shall hold an
extraordinary shareholders' meeting within two (2) months from the date of
occurrence of the relevant fact:
(I) The number of directors is less than six;
(II) The Company's unrecovered losses reach
one-third of the total share capital;
(III) Shareholder(s) who individually or jointly
hold more than ten percent of the Company's shares (including preferred shares
with the restoration of voting rights, etc.) make(s) a request to hold such a
meeting;
(IV) The Board of Directors deems it necessary to
convene such a meeting;
(V) The Audit Committee proposes to convene such a
meeting;
(VI) Such a meeting is required in other
circumstances prescribed by laws, administrative regulations, and departmental
rules or the Articles of Association.
Article 6 If the Company is unable to convene the annual
shareholders' meeting or the extraordinary shareholders' meeting within the
time limit stipulated in Article 5 above, it shall report to the CSRC's local
office where the Company is located and the Shanghai Stock Exchange, explain
the reasons and make announcements as required.
Article 7 The shareholders who propose to convene an extraordinary
shareholders' meeting, the Audit Committee and the independent directors shall
ensure that the content of the proposals they put forward falls within the
scope of authority of the shareholders' meeting, has clear topics and specific
resolution items, and complies with the provisions of laws, administrative
regulations and the Articles of Association.
Article 8 The Board of Directors shall convene the shareholders'
meeting on time within the prescribed time limit. With the consent of more
than half of all independent directors, independent directors have the right
to propose to the Board of Directors to convene an extraordinary shareholders'
meeting. Where independent directors exercise such right of proposal, the
Company shall disclose promptly. Where the above-mentioned right cannot be
normally exercised, the Company shall disclose the specific circumstances and
reasons. The Board of Directors shall, subject to provisions of laws,
administrative regulations, and the Articles of Association, give a written
response to agree or disagree to hold an extraordinary shareholders' meeting
within ten (10) days after its receipt of the proposal for the extraordinary
shareholders' meeting by independent directors.
Where the Board of Directors agrees to convene an extraordinary shareholders'
meeting, the notice of convening the extraordinary shareholders' meeting will
be issued within five (5) days after the resolution of the Board of Directors
is made. Where the Board of Directors does not agree to convene an
extraordinary shareholders' meeting, it shall explain the reasons and make an
announcement.
Article 9 When the Audit Committee proposes to the Board of
Directors to convene an extraordinary shareholders' meeting, it shall put
forward the proposal to the Board of Directors in written form. The Board of
Directors shall, in accordance with the provisions of laws, administrative
regulations, and the Articles of Association, give written feedback on whether
or not to agree to convene an extraordinary shareholders' meeting within ten
(10) days after receiving the proposal.
If the Board of Directors agrees to convene an extraordinary shareholders'
meeting, it shall issue a notice of convening the shareholders' meeting within
five (5) days after making the Board of Directors' resolution. For any changes
to the original proposal in the notice, the consent of the Audit Committee
shall be obtained.
If the Board of Directors does not agree to convene an extraordinary
shareholders' meeting or fails to give feedback within ten (10) days after
receiving the proposal, it shall be deemed that the Board of Directors is
unable to perform or fails to perform its duty of convening the shareholders'
meeting. In such a case, the Audit Committee convene and preside over the
meeting on its own.
Article 10 Shareholders who individually or jointly hold more than 10%
of the Company's shares (including preferred shares with the restoration of
voting rights, etc.) and request the Board of Directors to convene an
extraordinary shareholders' meeting shall put forward the request to the Board
of Directors in written form and clarify the topics of the meeting. The Board
of Directors shall, in accordance with the provisions of laws, administrative
regulations, and the Articles of Association, give written feedback on whether
or not to agree to convene an extraordinary shareholders' meeting within ten
(10) days after receiving the written request.
If the Board of Directors agrees to convene an extraordinary shareholders'
meeting, it shall issue a notice of convening the shareholders' meeting within
five (5) days after making the Board of Directors' resolution. For any changes
to the original request in the notice, the consent of the relevant
shareholders shall be obtained.
If the Board of Directors does not agree to convene an extraordinary
shareholders' meeting or fails to give feedback within ten (10) days after
receiving the request, shareholders who individually or jointly hold more than
10% of the Company's shares (including preferred shares with the restoration
of voting rights, etc.) shall have the right to propose to the Audit Committee
to convene an extraordinary shareholders' meeting and shall put forward the
request to the Audit Committee in written form.
If the Audit Committee agrees to convene an extraordinary shareholders'
meeting, it shall issue a notice of convening the shareholders' meeting within
five (5) days after receiving the request. For any changes to the original
request in the notice, the consent of the relevant shareholders shall be
obtained.
If the Audit Committee fails to issue the notice of the shareholders' meeting
within the prescribed time limit, it shall be deemed that the Audit Committee
does not convene and preside over the shareholders' meeting. Shareholders who
individually or jointly hold more than 10% of the Company's shares (including
preferred shares with the restoration of voting rights, etc.) for more than
ninety (90) consecutive days may convene and preside over the meeting on their
own.
Article 11 If the Audit Committee or shareholders decide to convene
the shareholders' meeting on their own, they must notify the Board of
Directors in writing and file with the Shanghai Stock Exchange at the same
time.
Before the announcement of the resolution of the shareholders' meeting, the
shareholding proportion of the convening shareholders (including preferred
shares with the restoration of voting rights, etc.) shall not be lower than
10%. The convening shareholders shall disclose the announcement no later than
when sending out the notice of the shareholders' meeting and undertake that
during the period from the date of proposing to convene the shareholders'
meeting to the date of convening the meeting, their shareholding proportion
will not be lower than 10% of the Company's total share capital.
The Audit Committee and the convening shareholders shall submit relevant
supporting materials to the Shanghai Stock Exchange when sending out the
notice of the shareholders' meeting and releasing the announcement of the
resolution of the shareholders' meeting.
Article 12 For the shareholders' meeting convened by the Audit
Committee or shareholders on their own, the Board of Directors and the
secretary of the Board of Directors will provide cooperation. The Board of
Directors shall provide the register of shareholders on the equity
registration date. If the Board of Directors does not provide the register of
shareholders, the convener may use relevant notice on convening the
shareholders' meeting to apply for that register to the securities
registration and settlement organization. The register of shareholders
obtained by the convener shall not be used for purposes other than convening
the shareholders' meeting.
Article 13 For the shareholders' meeting convened by the Audit
Committee or shareholders on their own, the expenses necessary for the meeting
shall be borne by the Company.
Chapter IV Proposal and Notice of the Shareholders' Meeting
Article 14 The content of the proposal shall fall within the scope of
authority of the shareholders' meeting, have clear topics and specific
resolution items, and comply with the relevant provisions of laws,
administrative regulations and the Articles of Association.
Article 15 When the Company convenes a shareholders' meeting, the
Board of Directors, the Audit Committee and shareholders who individually or
jointly hold more than 1% of the Company's shares (including preferred shares
with the restoration of voting rights, etc.) shall have the right to put
forward proposals to the Company.
Where a qualified shareholder submits a provisional proposal prior to the
shareholders' meeting, the percentage of shares held between the issuance of
the notice of the proposal and the announcement of the resolution of the
meeting shall not be less than one percent.
Where a shareholder proposes a provisional proposal, it shall provide the
convener with the certification documents for holding more than one percent of
the shares of the listed company. Where a shareholder jointly proposes a
proposal by way of entrustment, the entrusting shareholder shall issue a
written authorization document to the entrusted shareholder.
Shareholders individually or jointly holding not less than one percent of the
Company's shares (including preferred shares with the restoration of voting
rights, etc.) may submit a provisional proposal to the convener in writing ten
(10) days prior to the date of the shareholders' meeting. The convener shall
issue a supplementary notice of the shareholders' meeting within two (2) days
after receiving the proposal, announce the content of the temporary proposal
and submit the temporary proposal to the shareholders' meeting for
deliberation, except for temporary proposals violating laws, administrative
regulations or the provisions of these Articles, or are not within the
authority scope of the shareholders' meeting.
Except for provisional proposals, it is not allowed to modify the proposals
listed in the notice of the shareholders' meeting or add new proposals after
the Company issues the notice of the shareholders' meeting.
The shareholders' meeting shall not vote on or make a resolution on proposals
that are not listed in the notice of the shareholders' meeting or do not
comply with the provisions of these Rules.
Article 16 When the Company convenes an annual shareholders' meeting,
the convener shall notify all shareholders by means of an announcement twenty
(20) days before the meeting is held. When convening an extraordinary
shareholders' meeting, the convener shall notify all shareholders by means of
an announcement fifteen (15) days before the meeting is held.
Article 17 The shareholders' meeting shall not make decisions on
matters that are not stated in the notice.
Article 18 The notice of the shareholders' meeting shall include the
following:
(I) Date, place, and duration of the meeting;
(II) Matters and proposals to be discussed at the
meeting;
(III) A statement in clear words that: all
shareholders have the right to attend the shareholders' meeting, or may attend
and vote in the meeting by proxy in written form, who may not necessarily be
the shareholder of the Company;
(IV) The date of equity registration for
shareholders entitled to attend the shareholders' meeting;
(V) Name and telephone number of the standing
contact person for the meeting;
(VI) Voting time and voting procedures by online or
other means.
After the announcement of the notice of convening the shareholders' meeting,
if it is necessary to add proposals or modify the original proposals, the
convener shall issue a supplementary notice in accordance with the provisions
of these Rules.
The notice and supplementary notice of the shareholders' meeting shall fully
and completely disclose the specific content of all the proposals, as well as
all the materials or explanations required for shareholders to make a
reasonable judgment on the matters to be discussed.
The starting time of online vote or
other ways of voting of the shareholders' meeting shall not be earlier than
3:00 p.m. of the date before the on-site convening of the shareholders'
meeting and later than 9:30 a.m. of the date of on-site convening of the
meeting, while the ending time shall not be before 3:00 p.m. of the date when
the on-site shareholders' meeting ends.
Article 19 The interval between the date of equity registration and
the date of the meeting shall not be more than seven (7) working days. The
equity registration date shall not be changed upon determination.
Article 20 The methods and procedures for proposing candidates of
directors and independent directors are as follows:
(I) The Board of Directors and shareholder(s)
who individually or jointly hold more than one percent of issued shares of the
Company have the right to nominate director candidates of the Company
(excluding independent directors and employee directors) and submit proposals
to the shareholders' meeting; the Board of Directors and shareholders who
individually or jointly hold more than one percent of the Company's issued
shares have the right to nominate candidates of independent directors of the
Company and submit proposals to the shareholders' meeting;
(II) The nomination of directors by the Board of
Directors to the shareholders' meeting shall be made through resolutions of
the Board of Directors;
(III) The Board of Directors shall provide the
shareholders' meeting with the resumes and basic information of director
candidates and independent director candidates, as well as statements that the
nominees have no circumstances under which they are prohibited from serving as
directors or senior executives as stipulated in the Company Law. Director
candidates shall make a written commitment before the announcement of the
notice of the shareholders' meeting, agreeing to accept the nomination. They
shall also promise that the candidate information disclosed publicly is true,
accurate and complete, and guarantee to earnestly perform the duties of
directors after being elected. When electing independent directors, the
Company shall submit the relevant materials of all independent director
candidates (including but not limited to the nominator's statement and
commitment, the candidate's statement and commitment, and the resume of
independent directors) to the Shanghai Stock Exchange at the latest when
issuing the announcement of the notice of the shareholders' meeting on the
election of independent directors, and ensure the truthfulness, accuracy and
completeness of the submitted materials. The nominator shall promise in the
statement and commitment that there is no interest relationship or other
circumstances that may affect the nominee's independent performance of duties
between the nominee and the nominator. If the Board of Directors of the
Company has objections to the relevant circumstances of the independent
director candidates, it shall also submit the written opinions of the Board of
Directors at the same time.
During the shareholders' meeting for electing independent directors, the Board
of Directors shall make a statement on whether or not the Shanghai Stock
Exchange has any objection to the candidates for independent directors. The
Company shall not submit to the shareholders' meeting for election of
candidates for independent directors who have raised objections from the
Shanghai Stock Exchange.
Article 21 If the election of directors is to be discussed at the
shareholders' meeting, the notice of the shareholders' meeting shall fully
disclose the detailed information of the director candidates, including at
least the following:
(I) Education background, work experience,
part-time jobs, and other personal information;
(II) Whether there is any affiliation to the
directors, senior executives, controlling shareholders, actual controller, and
shareholders holding more than 5% shares of the Company;
(III) The number of shares held in the Company;
(IV) Whether any circumstances prohibit such
candidates from serving as directors or senior executives according to the
Company Law, other laws and regulations, and other relevant provisions;
(V) Whether such candidates are prohibited by CSRC
from serving as directors and senior executives in listed companies, and the
prohibition term has not yet expired;
(VI) Whether such candidates are publicly recognized
by any stock exchange as unfit to be directors or senior executives of listed
companies, and the term has not yet expired;
(VII) Other important matters required to be disclosed
by the Shanghai Stock Exchange.
In addition to the election of directors by accumulative voting, each director
candidate shall be put forward by a single proposal.
Article 22 The shareholders' meeting shall not be postponed or
canceled and those proposals as listed in the notice of the shareholders'
meeting shall not be canceled without justified reasons after the giving of
the notice. In case of postponement or cancellation, the convener shall
proclaim it and explain the reasons at least two (2) working days before the
originally determined date of the meeting. If the shareholders' meeting is
postponed, the date of the postponed meeting shall also be disclosed.
Chapter V Convening of Shareholders' Meeting
Article 23 The Board of Directors and other conveners of the Company
shall take necessary measures to ensure the normal order at the shareholders'
meeting. For acts that interfere with the order of the shareholders' meeting,
provoke troubles and infringe upon the legitimate rights and interests of
other shareholders, the Company shall take measures and report to relevant
department in time.
Article 24 Shareholders or their proxies registered after the closing
of the market on the date of equity registration date are entitled to attend
the shareholders' meeting and exercise their voting rights in accordance with
relevant laws, regulations, the Articles of Association and these Rules.
Neither the Company nor the convener may reject them for any reason.
Article 25 The starting time of online vote or other ways of voting of
the shareholders' meeting shall not be earlier than 3:00 p.m. of the date
before the on-site convening of the shareholders' meeting and later than 9:30
a.m. of the date of on-site convening of the meeting, while the ending time
shall not be before 3:00 p.m. of the date when the on-site shareholders'
meeting ends.
Article 26 The location where the shareholders' meeting is held is the
place where the Company's office address is located.
Article 27 A meeting place shall be arranged for the shareholders'
meeting, which shall be convened in the form of an on-site meeting, and may
also be convened simultaneously by means of electronic communication. The
Company will also provide online voting to facilitate the participation of the
shareholders. Shareholders who participate in the shareholders' meeting
through the above means shall be deemed to be present.
Article 28 Any shareholder who has the right to attend and vote at the
shareholders' meeting may attend the shareholders' meeting in person or may
appoint one person (who may not be a shareholder of the Company) as his/her
proxy and attend and vote at the meeting on his/her behalf. The shareholder's
proxy, under the authorization of such shareholder, may exercise the following
rights:
(I) Exercising the shareholder's right to
speak at the shareholders' meeting;
(II) Requesting on its initiative or jointly with
others to vote by poll.
Article 29 Shareholders shall entrust proxies in writing, and the
entrustment shall be signed by the principal or the proxy entrusted in writing
by the principal. If the principal is a legal person, it shall affix its
corporate seal or be signed by its directors or formally appointed proxies.
The power of attorney issued by a shareholder for entrusting others to attend
the shareholders' meeting shall specify the following:
(I) The name of the principal, the type and
quantity of the Company's shares held;
(II) The name of the proxy;
(III) The specific instructions of the shareholder,
including instructions on voting for, against or abstaining from each item to
be considered on the agenda of the shareholders' meeting, etc.;
(IV) Date of issuance and validity period of the
power of attorney;
(V) The signature (or seal) of the principal. In
case the principal is an institutional shareholder, the official seal of the
legal person shall be affixed.
The format of any power of attorney issued by the Board of Directors of the
Company to shareholders for appointing shareholder proxies shall allow
shareholders to freely choose to instruct shareholder proxies to vote for or
against, and give separate instructions on the matters to be voted on for each
topic of the meeting.
Each shareholder may only entrust one person as his or her proxy.
Article 30 If the power of attorney regarding voting by the proxy is
issued by another person entrusted by the principal, the power of attorney
signed or other authorization documents shall be notarized. The notarized
power of attorney or other authorization documents together with the power of
attorney appointing a voting proxy shall be deposited at the domicile of the
Company or any other place as designated in the notice of convening the
meeting.
Article 31 Prior to voting, in case of death or incapacity of the
principal, or if the appointment is canceled, the authorization for signing
the appointment is withdrawn, or the relevant shares are transferred, the
voting by the proxy under the proxy form shall remain in force, provided that
the Company does not receive any written notice of such matters prior to the
meeting.
Article 32 Shareholders attending the meeting shall register in
accordance with the following requirements:
(I) If an individual shareholder attends the
meeting in person, he or she shall present his or her ID card or other valid
documents or certificates that can prove his or her identity. If he or she
attends the meeting on behalf of others, he or she shall present his or her
valid identity documents and the power of attorney of the shareholder.
(II) For the institutional shareholder, the legal
representative or the proxy appointed by the legal representative shall attend
the meeting on behalf. The legal representatives who attend the meeting in
person shall present their ID cards or other valid credentials that can
certify their identities as legal representatives. For those who entrust their
proxies to attend the meeting, the proxies shall present their ID cards and
the written powers of attorney provided by the legal representatives of the
institutional shareholders.
Article 33 The register of participants shall be prepared by the
Company. Such register shall state the name (or entity name) of the attendee,
ID card number, the number of shares held by the attendee or presenting voting
right, the name (or entity name) of the principal and other relevant matters.
Article 34 The convener and the lawyer hired by the Company shall
jointly verify the legality of shareholders' qualifications based on the list
of shareholders provided by the securities registration and settlement
organization, and register the names (or titles) of shareholders and the
number of shares with voting rights they hold. The meeting registration shall
be completed before the moderator announces the number of the present
shareholders and proxies, and total number of voting shares.
Article 35 If the shareholders' meeting requires directors or senior
executives to attend the meeting as nonvoting delegates, they shall do so and
accept inquiries from shareholders.
Article 36 The shareholders' meeting shall be convened by the Board of
Directors. The shareholders' meeting shall be presided over by the chairman as
the moderator. If the chairman is unable to perform relevant duties or fails
to perform relevant duties, the vice chairman shall preside over the meeting.
If the vice chairman is unable to perform relevant duties or fails to perform
relevant duties, a director jointly recommended by more than half of the
directors shall preside over the meeting as the moderator.
If the shareholders' meeting is convened by the Audit Committee on its own, it
shall be presided over by the convener of the Audit Committee. If the convener
of the Audit Committee is unable to perform relevant duties or fails to
perform relevant duties, a member of the Audit Committee jointly recommended
by more than half of the members of the Audit Committee shall preside over it.
For the shareholders' meeting convened by shareholders on their own, it shall
be presided over by the convener or the representative recommended by the
convener.
When the shareholders' meeting is held, if the moderator violates the Articles
of Association or the rules of procedure for the shareholders' meeting of the
Company, causing the shareholders' meeting unable to continue, with the
consent of shareholders with more than half of the voting rights present at
the shareholders' meeting, the shareholders' meeting may recommend one person
to serve as the moderator and continue the meeting.
Article 37 At the annual shareholders' meeting, the Board of Directors
shall submit a report to the shareholders' meeting on its work in the past
year. Each independent director shall also submit an annual work report to the
annual shareholders' meeting to explain the performance of his or her duties.
Article 38 Shareholders attending the shareholders' meeting may
request to speak at the meeting. Speeches at the shareholders' meeting include
oral speeches and written speeches.
If shareholders request to speak at the shareholders' meeting, they shall
register with the meeting registration office before the shareholders' meeting
is held. The moderator shall arrange for shareholders to speak according to
the registration situation. When shareholders speak, they shall first report
the number of shares they hold. When shareholders request to speak, they shall
not interrupt the reports of the meeting presenters or the speeches of other
shareholders. When the shareholders' meeting is conducting voting,
shareholders shall no longer make speeches at the meeting. I=If a shareholder
requests to speak in violation of the above procedures, the moderator has the
right to refuse or stop him/her.
Article 39 The directors and senior executive shall provide
explanations and clarifications for the inquiries and suggestions made by the
shareholders at the shareholders' meeting.
Article 40 Except for matters involving the Company's trade secrets
that cannot be disclosed at the shareholders' meeting, the Company's directors
and senior executives shall be obliged to earnestly and responsibly answer the
questions raised by shareholders.
Article 41 There shall be minutes of the shareholders' meeting, which
shall be taken by the secretary of the Board of Directors. The minutes shall
record:
(I) Time, place, agenda, and name of the
convener of the meeting;
(II) The names of the moderator and the directors
and senior executives who attend the meeting as nonvoting delegates.
(III) Number of shareholders and proxies attending
the meeting, total number of voting shares held by them, and their proportion
in the total number of shares of the Company;
(IV) Consideration process, main points of address,
and voting results of each proposal;
(V) Inquiries or suggestions raised by
shareholders and the corresponding replies or explanations;
(VI) Names of the lawyer, vote counter, and
scrutineer;
(VII) Other information that shall be recorded in the
minutes according to relevant laws and regulations, the Articles of
Association, and these Rules.
Article 42 The convener shall ensure that the minutes of the meeting
are true, accurate and complete. The directors, the secretary of the Board of
Directors, the convener or his or her representatives, and the moderator who
attend or participate in the meeting as nonvoting delegates shall sign the
minutes of the meeting. The minutes shall be kept together with the register
of present shareholders and the power of attorney for present proxies as well
as valid documents describing the results of online and other voting process,
for a period of ten years at least.
Article 43 When the Company convenes a shareholders' meeting, it will
hire lawyers to issue legal opinions on the following issues and make
announcements:
(I) Whether the convocation and convening
procedures of the meeting comply with the provisions of laws, regulations, the
Rules of the General Meeting of Shareholders of Listed Companies, the Articles
of Association and these Rules;
(II) Whether the qualifications of the meeting
attendees and that of the convener are legal and valid;
(III) Whether the voting procedures and voting
results of the meeting are legal and valid;
(IV) Legal opinions issued on other issues at the
request of the Company.
Article 44 The convener shall ensure that the shareholders' meeting is
conducted continuously until final decisions are made. In case the
shareholders' meeting is suspended or unable to make resolutions due to force
majeure or other special reasons, necessary measures shall be taken to resume
the convening of the shareholders' meeting as soon as possible or directly
terminate this shareholders' meeting and make timely announcements. In
addition, the convener shall report it to the CSRC's local office where the
Company is located and the Shanghai Stock Exchange.
Chapter VI Voting and Resolution of Shareholders' Meeting
Article 45 Shareholders exercise their voting rights based on the
number of voting shares they represent. Each share is entitled to one vote,
except for holders of class shares.
When the shareholders' meeting deliberates on major matters concerning the
interests of minority investors, the votes of small and medium investors shall
be counted separately. Separate counting results shall be disclosed publicly
and timely.
There shall be no voting right for the shares of the Company held by the
Company itself and such shares shall not be included in the total number of
shares with voting rights held by shareholders present at the shareholders'
meeting.
Where a shareholder purchases the voting shares of the Company in violation of
the provisions of Paragraphs 1 and 2 of Article 63 of the Securities Law, the
share exceeding the prescribed proportion shall not exercise the voting rights
within 36 months after purchase, and shall not be included in the total number
of voting shares attending the shareholders' meeting.
The Board of Directors, independent directors, shareholders holding 1% or more
of the shares with voting rights, or the investor protection institutions
established according to laws, administrative regulations, or the provisions
of CSRC may solicit the voting rights of shareholders. No payment shall be
made for solicitation of voting rights, and adequate information shall be
provided to persons whose voting rights are being solicited. It is prohibited
to solicit the voting rights of shareholders for payment or in a disguised
form of payment. Except for the statutory conditions, the Company may not
impose the minimum shareholding ratio limit on the voting right solicitation.
Article 46 The same voting right shall be only one of the following
voting modes, on-site voting, online voting, or other means. A repetitively
used vote can be only valid as its first voting.
Article 47 The moderator shall announce the number of shareholders and
proxies attending the meeting and the total number of voting shares held by
them before voting, and such number and total number shall be subject to those
registered for the meeting.
Article 48 Resolutions of the shareholders' meeting consist of
ordinary resolutions and special resolutions.
Any ordinary resolution of the shareholders' meeting shall be passed with more
than half of the voting rights held by the shareholders who attend the
meeting.
Any special resolution of the shareholders' meeting shall be passed with more
than two-thirds of the voting rights held by the shareholders who attend the
meeting.
The shareholders referred to in this article include shareholders who entrust
proxies to attend the shareholders' meeting.
Article 49 The following matters are decided by ordinary resolutions
of the shareholders' meeting:
(I) Work Report of the Board of Directors;
(II) Profit distribution plans and loss
compensation plans prepared by the Board of Directors;
(III) Appointment and dismissal of members of the
Board of Directors as well as their remunerations and payment method;
(IV) The Company's balance sheet, income statement,
and other financial statements;
(V) Matters other than those that shall be adopted
by special resolutions as stipulated by laws, administrative regulations or
the Articles of Association.
Article 50 The following matters shall be adopted by the shareholders'
meeting through special resolutions:
(I) The Company's increase or decrease of its
registered capital and issuance of any kind of stocks, warrants and other
similar securities;
(II) Issuance of corporate bonds;
(III) Division, separation, merger, dissolution and
liquidation of the Company;
(IV) Amendment of the Articles of Association;
(V) The amount of the Company's purchase or sale
of major assets or the provision of guarantees to others within one year
exceeds 30% of total assets of the Company as audited in the latest term;
(VI) Stock ownership incentive plan;
(VII) Profit distribution policy adjustment plan;
(VIII) Matters regarding the Company's share repurchase;
(IX) Other matters stipulated by laws,
administrative regulations or the Articles of Association, and determined by
ordinary resolutions of the shareholders' meeting to have significant impact
on the Company and shall be approved by special resolutions.
Article 51 Except in special circumstances such as when the Company is
in a crisis, without the approval of the shareholders' meeting through a
special resolution, the Company shall not enter into a contract with a person
other than director and senior executive that entrusts the management of all
or part of the Company's business to that person.
Article 52 When the shareholders are related to the matters to be
considered at the shareholders' meeting, the shareholders shall recuse
themselves from voting, and the voting shares held by them shall not be
included in the total number of voting shares of shareholders present at the
shareholders' meeting. The announcement of the resolution of the shareholders'
meeting shall fully disclose the voting situation of non-related shareholders.
Article 53 The related parties and related-party transactions referred
to in these Rules shall be determined in accordance with the relevant
provisions of the Rules Governing the Listing of Stocks on Shanghai Stock
Exchange.
Article 54 The list of director candidates shall be submitted to the
shareholders' meeting for voting in the form of a proposal.
When the shareholders' meeting conducts voting to elect the directors,
cumulative voting shall apply according to these Articles or a resolution of
the shareholders' meeting.
The above-mentioned cumulative voting system means that each share has voting
rights of the same number of directors to be elected and voting rights held by
a shareholder can be used in a centralized way in case of election of
directors at the shareholders' meeting. Director candidates with the most
votes shall be elected and the number of votes cast for the elected directors
shall exceed 50% of the total shares held by shareholders attending the
shareholders' meeting.
To ensure that the election of independent directors meets the regulations,
the Company conducts separate elections for independent directors and
non-independent directors, both using the cumulative voting system. The
specific operation is as follows: In the election of independent directors,
each shareholder present at the meeting is entitled to such number of votes as
equal to the product of the total number of shares held by it and the number
of independent directors to be elected at the shareholders' meeting, and such
votes can only be used for the independent director candidates in the
shareholders' meeting. In the election of non-independent directors, each
shareholder present at the meeting is entitled to such number of votes as
equal to the product of the total number of shares held by it and the number
of non-independent directors to be elected at the shareholders' meeting, and
such votes can only be used for candidates of non-independent directors in the
shareholders' meeting.
If the number of directors elected at the shareholders' meeting falls short of
the required number, or if there are multiple candidates with the same number
of votes but only one can be elected as a director, a second round of voting
shall be conducted for the remaining positions until all the required
directors are elected. During the second round of voting, the total number of
voting rights of each shareholder participating in the vote is equal to the
product of the number of shares held by it and the number of directors still
needed to be elected. Any matters not covered by the cumulative voting method
shall be resolved through consultation between the moderator of the meeting
and the shareholders attending the meeting. If consensus cannot be reached
through consultation, it shall be handled following the opinion passed by the
shareholders present at the meeting with more than half of the voting rights.
The Board of Directors shall announce to shareholders the resumes and basic
information of the candidate directors.
Besides the cumulative voting system, the shareholders' meeting will conduct
voting on each of the proposals. If different proposals are submitted on the
same issue, the voting shall be conducted in the chronological order in which
these proposals have been submitted. In case of interruption of the
shareholders' meeting or failure to reach a resolution due to unusual reasons
such as force majeure, the shareholders' meeting shall not leave the proposals
suspended or leave them without voting.
When the appointment proposal for director candidates are being considered at
the shareholders' meeting, they shall personally attend the meeting and
provide clarifications on their abilities to perform their duties,
professional qualifications, work experience, any past illegal or delinquent
conduct, potential conflicts of interest with the listed company, as well as
their relationships with the Company's controlling shareholder, actual
controller, and other directors, and senior executives.
Article 55 Except for the circumstances set forth in Article 15 of these
Rules, the convener shall not modify those proposals as listed in the notice
of the shareholders' meeting or add any new proposal after giving such notice.
The shareholders' meeting shall not vote or make resolutions on the draft
resolutions which have not been listed in the notice for convening the
shareholders' meeting or are inconsistent with Article 14 of these Rules.
When the shareholders' meeting discusses the proposals, it shall not modify
any proposals, otherwise the related changed proposal shall be deemed as a new
proposal and shall not be voted at this shareholders' meeting.
Article 56 Shareholders attending the shareholders' meeting shall
express one of the following opinions on a proposal submitted for voting:
approve, disapprove or waiver. Except where the securities registration and
settlement organizations, acting as nominee holders of stocks of
interconnectivity mechanism between the Mainland and Hong Kong SAR on the
stock market, or the depositary, acting as the nominal holder of the
underlying A-shares represented by global depository receipt (GDR), makes
declarations in accordance with the instructions of the actual holders.
In case the vote is uncompleted, mistakenly completed or illegible or the vote
is not submitted, it shall be deemed that the voter gives up the voting right
and the voting results of the holding shares shall be counted as "waiver".
Article 57 Two shareholder representatives shall be elected to
participate in the vote counting and supervising before voting on a proposal
at the shareholders' meeting. If the deliberation matters are related to
certain shareholders, the relevant shareholders and proxies must not
participate in vote counting and supervision.
When the shareholders' meeting is voting on a proposal, the lawyers and
shareholder representatives shall work together to count and scrutinize the
votes and announce the result of the voting on the spot.
Shareholders of the Company or their proxies voting through Internet or other
means shall have the right to verify their own vote through the corresponding
voting system.
Article 58 If having any doubt regarding the voting results on the
resolutions submitted for a vote, the moderator may organize a recount of the
votes cast. If the moderator does not conduct a recount, the shareholders or
their proxies present at the meeting who dispute the results announced by the
moderator have the right to demand an immediate recount after the announcement
of the voting results. The moderator shall then promptly organize the recount.
Where votes are counted at the shareholders' meeting, the counting results
shall be recorded in the minutes of the meeting.
Article 59 The votes cast by the Company's shareholders or their
authorized proxies through the online voting system for the shareholders'
meeting and other compliant voting methods shall be counted together with the
votes cast at the physical meeting to determine the total number of votes
entitled to be cast at the shareholders' meeting.
Article 60 After the voting at the Company's shareholders' meeting is
completed, the voting results of on-site voting, online voting and other
voting methods that comply with the regulations for each proposal shall be
combined and counted before they can be announced.
Article 61 The completion of the shareholders' meeting at the venue
cannot be earlier than voting by the Internet or other methods. The moderator
shall announce the voting circumstances and results of each proposal. He/she
shall also announce whether the proposals have been passed according to the
voting results.
Prior to the formal announcement of the voting results, the listed companies,
vote counters, scrutineers, shareholders, network service suppliers, etc.
involved in the shareholders' meeting, online voting or voting in other
manners, are all responsible for confidentiality of the voting results.
Chapter VII Information Disclosure and Implementation of the
Resolutions of the Shareholders' Meeting
Article 62 The resolutions of the shareholders' meeting shall be
announced timely. The announcement shall state the number of present
shareholders and proxies, the total number of voting shares, and its ratio to
total voting shares of the Company, the method of voting, the voting result of
each proposal, and the details of each resolution.
If a proposal is not approved at the meeting, or if a resolution of the
previous shareholders' meeting is changed in this shareholders' meeting, a
special prompt shall be made in the announcement of the resolutions of the
shareholders' meeting.
The Company shall announce the resolution of repurchasing ordinary shares on
the day following the shareholders' meeting when such a resolution is made.
When the Company announces the resolutions of the shareholders' meeting, it
shall also submit the legal opinion issued by the lawyer invited to attend the
meeting to the Shanghai Stock Exchange. If any proposals are rejected or
amended during the shareholders' meeting, the full text of the legal opinion
shall be disclosed.
Article 63 The Board of Directors shall organize the implementation of
resolutions formed by the shareholders' meeting, and instruct the Company's
management to implement the resolutions in accordance with the content and
division of responsibilities. The implementation results of the resolutions
shall be reported to the shareholders' meeting by the Board of Directors.
Article 64 If the shareholders' meeting approves proposals on cash
dividends, bonus shares, or conversion of capital reserve into share capital,
the Company shall implement the specific plans within two months after the
conclusion of the shareholders' meeting.
Chapter VIII Supplementary Provisions
Article 65 Terms used in these Rules have the same meanings as in the
Articles of Association unless otherwise specified.
Article 66 For the purpose of these Rules, the term "above"shall
include the number itself, while "exceeding", "more than" and "less than"
shall not include the number itself.
Article 67 Matters not covered in these Rules shall be implemented in
accordance with relevant national laws, regulations and the provisions of the
Articles of Association.
Article 68 Under any of the following circumstances, the Board of
Directors shall promptly revise these Rules and submit such to the
shareholders' meeting for approval:
(I) After the relevant national laws,
regulations or normative documents are amended, or new laws, regulations or
normative documents are formulated and promulgated, the matters stipulated in
these Rules conflict with the provisions of the aforementioned laws,
regulations or normative documents.
(II) After the Articles of Association are
amended, the matters stipulated in these Rules conflict with the provisions of
the Articles of Association;
(III) Changes have occurred in the Company's
circumstances, and the Board of Directors or the shareholders' meeting deems
that these Rules shall be revised.
Article 69 These Rules shall come into force on the date of approval
at the shareholders' meeting, and the same shall apply when it is amended. As
of the date when these Rules come into effect, the Company's original Rules of
Procedure of the General Meeting of Shareholders shall automatically become
invalid.
Article 70 The right to interpret these Rules shall rest with the
Board of Directors.
Annex Ⅲ
SDIC Power Holdings Co., Ltd.
Rules of Procedures of the Board of Directors
Chapter I General Provisions
Article 1 To further standardize the deliberation methods and
decision-making procedures of the Board of Directors of SDIC Power Holdings
Co., Ltd. (hereinafter referred to as "the Company") and improve the
standardized operation and scientific decision-making status of the Board of
Directors, these Rules are formulated according to the Company Law of the
People's Republic of China (hereinafter referred to as the Company Law), the
Securities Law of the People's Republic of China (hereinafter referred to as
the Securities Law), the Code of Corporate Governance for Listed Companies,
the Rules Governing the Listing of Stocks on Shanghai Stock Exchange
(hereinafter referred to as the Stock Listing Rules), the Trial Administrative
Measures of Overseas Securities Offering and Listing by Domestic Companies
(hereinafter referred to as the Trial Administrative Measures), and other
laws, regulations, and regulatory documents, as well as the Articles of
Association of SDIC Power Holdings Co., Ltd. (hereinafter referred to as the
Articles of Association) in combination with the reality of the Company.
Article 2 In addition to complying with relevant laws,
regulations, regulatory documents and the relevant provisions of the Articles
of Association of the Company, the Board of Directors of the Company shall
also abide by the provisions of these Rules.
Article 3 The Board of Directors of the Company is responsible to
the shareholders' meeting. The research and discussion by the Company's Party
Committee is a prerequisite procedure for the Board of Directors to make
decisions on major issues. The "major decision making, important personnel
appointment and removal, major project arrangement and large-amount capital
operation" matters of the Company that are submitted to the Board of Directors
for decision-making must be studied and discussed by the Company's Party
Committee in advance.
Chapter II Board of Directors
Section I Powers of the Board of Directors
Article 4 The Board of Directors shall exercise the following
powers:
(I) Deliberate on and determine the implementation of decisions and
arrangements of the CPC Central Committee and major initiatives of national
development strategies;
(II) Convene the shareholders' meeting and report on its work to
the shareholders' meeting;
(III) Implement the resolutions of the shareholders' meeting;
(IV) Decide the Company's business plans and investment plans;
(VI) Formulate the profit distribution plan, profit distribution
policy adjustment plan, loss recovery plans for the Company;
(VI) Formulate the plans to increase or decrease registered capital,
issue bonds or other securities, and list for the Company;
(VII) Draw up schemes concerning major purchase, purchase of the
Company's stocks, or merger, division, dissolution and alteration of the
Company;
(VIII) Deliberate on and approve related-party transactions between the
Company and related natural persons with a transaction amount of more than RMB
300,000 (except for the guarantee provided by the Company, if it meets the
criteria for deliberation at the shareholders' meeting, it shall be submitted
to the shareholders' meeting for deliberation and approval after deliberation
by the Board of Directors), and deliberate and approve related-party
transactions between the Company and related parties with a transaction amount
of more than RMB 3 million and accounting for more than 0.5% of value of the
Company's net assets as audited in the latest term (except for the guarantee
provided by the Company, if it meets the criteria for deliberation at the
shareholders' meeting, it shall be submitted to the shareholders' meeting for
deliberation and approval after deliberation by the Board of Directors);
The amount of related-party transactions between the Company and the same
related party, or transaction related to the type of transaction object
between the Company and different related party, will be calculated according
to the principles of accumulative calculation for twelve (12) consecutive
months;
(IX) Deliberate on and approve the guarantees and other transactions
that should be reviewed by the Board of Directors as stipulated in 5.2.8 of
the Articles of Association;
(X) Decide on the establishment of internal management
organizations of the Company;
(XI) Decide on the appointment or dismissal of the Company's general
manager, secretary of the Board of Directors, and other senior executives
according to relevant regulations and procedures, and determine their
remuneration, rewards, and punishments; appoint or dismiss the deputy general
manager, the chief accountant (chief financial officer), and the general
counsel according to the nomination of general manager and determine their
remuneration, rewards, and punishments.
(XII) Formulate the basic management system of the Company;
(XIII) Develop the methods of performance evaluation, sign annual and term
performance responsibility letters with the management members, and
scientifically and reasonably determine the performance evaluation results of
management members;
(XIV) Develop the salary management measures for senior executives, make
the salary distribution plan for senior executives, and establish and improve
the restraint mechanism matching with the incentives of the management
members;
(XV) Formulate the revision plan for the Articles of Association;
(XVI) Manage information disclosure matters of the Company;
(XVII) Propose to the shareholders' meeting to hire or replace the
accounting firm as the auditor of the Company and determine its remuneration;
(XVIII) Make major accounting policies and accounting estimate change plans of
the Company;
(XIX) Formulate the stock ownership incentive plan of the Company;
(XX) Receive the working reports of the general manager and investigate
his or her work;
(XXI) Decide on the establishment of special committees and the
appointment and dismissal of their relevant candidates;
(XXII) Formulate a work report of the Board of Directors;
(XXIII) Decide on the Company's compliance management system, deliberate on
and approve the basic system, system construction plan and annual report of
compliance management, promote the improvement of the compliance management
system and evaluate its effectiveness, study and decide on major matters of
compliance management, and decide on the setting and responsibilities of the
Compliance Management Department;
(XXIV) Guide, inspect and evaluate the Company's internal audit,
decide on the person in charge of the Company's internal audit institution,
establish a mechanism under which the audit department is responsible to the
Board of Directors, and deliberate on and approve the annual audit plan and
important audit reports;
(XXV) Other powers granted by laws, administrative regulations, departmental
rules, the Articles of Association or the shareholders' meeting.
When the Board of Directors makes resolutions mentioned in the preceding
paragraph, except for the circumstances in which directors shall recuse
themselves from voting according to relevant laws, regulations, the Articles
of Association, and these Rules, more than half of the total number of
directors of the Company must vote in favor of the proposal. When the Board of
Directors makes resolutions on the matters mentioned in Items (VI), (VII), and
(XV) of the preceding paragraph, the consent of more than half of all
directors of the Company shall be obtained and it must also be approved by
more than two-thirds of the directors present at the board meeting and
disclosed timely. If it is stipulated in laws, administrative regulations, and
the Articles of Association that the Board of Directors should obtain the
consent of more directors when creating a resolution, such stipulation shall
apply.
Article 5 When the Board of Directors disposes of fixed assets, if
the expected value of the fixed assets to be disposed of, together with the
total value of the fixed assets that have been disposed of within the four
months prior to the proposal for such disposal, exceeds 33% of the value of
the fixed assets shown in the balance sheet most recently reviewed by the
shareholders' meeting, the Board of Directors shall not dispose of or agree to
dispose of such fixed assets without the approval of the shareholders'
meeting.
The disposal of fixed assets referred to in this article shall include the
transfer of rights and interests of some assets, excluding the provision of
guarantee with the fixed assets.
The validity of transactions conducted by the Company in relation to the
disposal of fixed assets shall not be affected by the violation of the first
paragraph of this article.
Article 6 When the Company shall disclose foreign investments,
purchase and sale of assets, pledge of assets, related-party transactions,
entrusted financing, external donations, and external guarantees according to
the provisions of the Articles of Association and under the Stock Listing
Rules, these matters shall be subject to review and approval by the Board of
Directors. For matters that require submission to the shareholders' meeting
for deliberation and approval according to relevant laws, administrative
regulations, departmental rules, and the Stock Listing Rules, the Board of
Directors shall submit such matters to the shareholders' meeting for
deliberation and approval.
Article 7 The Board of Directors shall formulate a management
system for authorizing the management layer, clearly define requirements such
as the authorization principles, management mechanisms, scope of matters, and
authority conditions in accordance with the law, and establish and improve an
authorization mechanism for tracking, supervision and dynamic adjustment as
well as a working mechanism under which the general manager regularly reports
to the Board of Directors.
Article 8 The Board of Directors shall actively promote the
construction of the rule of law within the Company, listen to the annual work
report on the construction of the rule of law, and put forward opinions and
suggestions.
Section II Office of the Board of Directors
Article 9 The Securities, Legal Affairs and Risk Control
Department of the Company shall exercise the functions of the Office of the
Board of Directors and be responsible for handling the daily affairs of the
Board of Directors.
The secretary of the Board of Directors shall serve as the chief person in
charge of the daily affairs of the Board of Directors and take on the
responsibility of safeguarding the seals relevant to the Board of Directors.
Chapter III Procedures for Convening Board Meetings
Article 10 Directors conduct their deliberations in the form of
holding board meetings.
The board meetings shall be convened and presided over by the chairman. Where
the chairman is unable to perform relevant duties or fails to perform, the
board meeting shall be convened and presided over by the vice chairman; where
the same thing happened on the vice chairman, a director, elected by more than
half of directors jointly, shall convene and preside over the meeting.
Article 11 The board meetings are divided into regular meetings and
extraordinary meetings.
The Board of Directors shall hold at least one regular meeting respectively in
each of the first half and the second half of each year. Extraordinary
meetings shall be held as needed.
Article 12 An extraordinary meeting shall be convened by the Board of
Directors where one of the following cases occurs:
(I) Shareholders representing more than one tenth of the voting rights
propose to convene such a meeting;
(II) More than one-third of all the directors jointly propose to
convene such a meeting;
(III) More than half of all the independent directors propose to
convene such a meeting;
(IV) The Audit Committee proposes to convene such a meeting;
(V) Other circumstances as stipulated in the Articles of
Association.
Article 13 Those who propose to convene an extraordinary meeting of
the Board of Directors in accordance with the provisions of Article 12 shall
submit a written proposal with signatures (seals). The following matters
should be stated in the written proposal:
(I) Names of the proposers;
(II) The reasons for the proposal or the objective causes on which
the proposal is based;
(III) The time or time limit, place and manner of the proposed
meeting;
(IV) Clear and specific proposal;
(V) The contact information of the proposers and the date of the
proposal, etc.
The content of the proposal shall fall within the scope of the powers and
functions of the Board of Directors as stipulated in the Articles of
Association. Materials related to the proposal shall be submitted
simultaneously.
Upon receiving the above-mentioned written proposal and relevant materials,
the Securities, Legal Affairs and Risk Control Department of the Company shall
report them to the chairman on the same day. If the chairman deems that the
content of the proposal is unclear, not specific enough or that the relevant
materials are insufficient, he or she may request the proposer to make
modifications or supplements.
The chairman shall convene and preside over the board meetings within ten (10)
days after receiving the proposal or the request from the securities
regulatory department.
Article 14 Notification method for the meeting of the Board of
Directors:
For the convening of regular meetings and extraordinary meetings of the Board
of Directors, the Securities, Legal Affairs and Risk Control Department of the
Company shall, respectively, ten (10) days and five (5) days in advance,
submit written meeting notices stamped with the seal of the Board of Directors
to all directors as well as the general manager and the secretary of the Board
of Directors through direct delivery, fax, email or other written means. If
the notice is not delivered directly, confirmation shall also be made by
telephone and corresponding records shall be kept.
If the extraordinary meetings of the Board of Directors need to be convened
immediately in case of emergencies, the convener may send the notice of
meetings through telephone or oral means, and shall make explanations on the
meetings.
Article 15 The written meeting notice shall include the following
content:
(I) Date and place of the meeting;
(II) Duration of the meeting;
(III) Cause and topics of the meeting;
(IV) Date of giving notice.
Article 16 After the written notice of a regular meeting of the Board
of Directors has been sent out, if it is necessary to change matters such as
the time and place of the meeting or to add, change or cancel meeting
proposals, a written notice of change shall be sent out three (3) days before
the originally scheduled meeting date, explaining the situation, the relevant
content of the new proposals and related materials. If the time is less than
three (3) days, the meeting date shall be postponed accordingly or the meeting
shall be held on the originally scheduled date upon the approval of all the
directors attending the meeting.
After the notice of an extraordinary meeting of the Board of Directors has
been sent out, if it is necessary to change matters such as the time and place
of the meeting or to add, change or cancel meeting proposals, the approval of
all the directors attending the meeting shall be obtained in advance and
corresponding records shall be made properly.
Article 17 A board meeting shall be held with the attendance of a
majority of directors.
The general manager and the secretary of the Board of Directors shall attend
the board meeting as nonvoting delegates. When the matters under deliberation
by the Board of Directors involve legal issues, the general counsel shall
attend the meeting as nonvoting delegate and express legal opinions. If the
moderator deems it necessary, he or she may notify other relevant personnel to
attend the board meeting as non-voting delegates. Those attending the meeting
as nonvoting delegates have the right to express their opinions on relevant
topics, but they do not have the right to vote.
Article 18 Directors shall attend board meetings in person. Where a
director is unable to attend for any reason, other director could be entrusted
in writing to attend such meeting on his/her behalf. The certificate of
entrustment shall specify:
(I) Names of trustor and trustee;
(II) The trustor's brief opinions on each proposal;
(III) The trustor's authorization scope and validity period and
directives for the intention of voting on proposals;
(IV) The trustor's signature, seal, date, etc.
The director representative attending the meeting shall exercise the
director's duties within the authorized scope.
The trustee shall submit the written certificate of entrustment to the
moderator and specify the entrustment.
Where a director neither attends the board meeting nor entrusts another
director to attend on his/her behalf, he/she shall be deemed to waive his/her
voting rights at the said meeting.
Article 19 The responsibilities of directors for voting matters shall
not be exempted by the entrustment of other directors. The person entrusting
another person to attend or being entrusted by another person to attend a
board meeting shall comply with the following principles:
(I) When considering matters related to related-party transactions,
non-connected directors shall not entrust connected directors to attend on
their behalf, and connected directors shall not accept the entrustment from
non-connected directors either;
(II) Independent directors shall not entrust non-independent
directors to attend on their behalf, and non-independent directors shall not
accept the entrustment from independent directors either;
(III) The entrusting director shall clearly state in the certificate
of entrustment his or her opinions of approval, opposition or abstention on
each matter. A director shall not make or accept an entrustment without an
intention of voting, a general entrustment or an entrustment with an unclear
scope of authorization;
(IV) One director shall not accept the entrustment of more than two
directors in one board meeting, and a director shall not entrust another
director who has already accepted the entrustment of two other directors to
attend on his or her behalf.
Article 20 Board meetings shall, in principle, be held on-site. When
necessary, on the premise of ensuring that all directors attending the meeting
can communicate fully and express their opinions, with the consent of the
convener (moderator) and the proposer, the meeting can also be held through
means such as voting by video, telephone, fax or email. The board meeting can
be held at site and in other ways simultaneously.
Chapter IV Rules of Procedure and Voting Procedures for Board Meetings
Article 21 When the board meeting is held, first of all, the moderator
shall announce the meeting topics and preside over the discussion according to
the meeting topics. The moderator shall successively invite the directors
attending the board meeting to express clear opinions on each proposal.
If a director repeats his or her speech on the same proposal or the speech
goes beyond the scope of the proposal, thus affecting the speeches of other
directors or impeding the normal progress of the meeting, the moderator shall
promptly stop it.
Unless unanimous consent of all the directors attending the meeting is
obtained, the board meeting shall not vote on proposals that are not included
in the meeting notice. If a director accepts the entrustment of other
directors to attend the board meeting on their behalf, he or she shall not
vote on behalf of other directors on proposals that are not included in the
meeting notice.
Article 22 Directors shall carefully read the relevant meeting
materials and express their opinions independently and prudently on the basis
of fully understanding the situation.
Directors may obtain the information needed for decision-making from relevant
personnel and institutions such as the Company's Securities, Legal Affairs and
Risk Control Department, the convener of the meeting, the general manager and
other senior executives, various special committees, accounting firms and law
firms before the meeting. They may also suggest to the moderator during the
meeting to invite representatives of the above personnel and institutions to
attend the meeting and explain the relevant circumstances.
Article 23 After the full discussion on each proposal, the moderator
shall ask the present directors to vote for proposals one by one.
The one-person-one-vote system shall be practiced when resolutions of the
Board of Directors are put to vote.
The meeting holding and voting method for resolutions of the Board of
Directors is on-site voting, including voting by poll and voting by a show of
hands.
The voting intention of directors shall be divided into "favor", "against",
and "abstention". The present directors shall choose one from the foregoing
intentions. The moderator shall request directors who have not chosen any
intention or have chosen at least two intentions simultaneously to re-choose
the intention, and those directors who refuse to choose any intention shall be
deemed as abstention of the exercise of voting power; directors who leave the
venue during meetings and have not chosen any intention shall be deemed as
abstention of the exercise of voting power.
Provided that the directors are ensured to be able to fully express opinions,
the extraordinary meeting of the Board of Directors can be held and resolution
can be made by video, correspondence (including fax), and the resolution shall
be signed by directors attending the meeting.
Article 24 After the directors present at the meeting have completed
voting, the relevant staff members of the Company's Securities, Legal Affairs
and Risk Control Department shall promptly collect the voting ballots of the
directors and hand them over to the secretary of the Board of Directors for
tallying under the supervision of an independent director or another director.
If the meeting is held on-site, the moderator shall announce the tallying
results on the spot. In other circumstances, the moderator shall require the
secretary of the Board of Directors to notify the directors of the voting
results before the next working day after the expiration of the specified
voting time limit.
If a director casts a vote after the moderator has announced the voting
results or after the expiration of the specified voting time limit, his or her
voting will not be counted.
Article 25 Except for the circumstances stipulated in Article 26 of
these Rules, for the Board of Directors to deliberate and adopt meeting
proposals and form relevant resolutions, more than half of all the directors
of the Company must vote in favor of the proposals. The Board of Directors
shall, in accordance with the provisions of the Articles of Association, make
resolutions on guarantee or financial support matters within the scope of its
authority. In addition to requiring the consent of more than half of all the
directors of the Company, it must also obtain the consent of more than
two-thirds of the directors present at the board meeting and disclose it in a
timely manner. If it is stipulated in laws, administrative regulations, and
the Articles of Association that the Board of Directors should obtain the
consent of more directors when creating a resolution, such stipulation shall
apply.
In case there are contradictions in the content and meaning of different
resolutions, the resolution formed later in time shall prevail.
Article 26 In the event of the following circumstances, directors
shall abstain from voting on relevant proposals and shall not exercise the
right to vote on behalf of other directors:
(I) Circumstances under which directors are required to recuse themselves as
stipulated in the Stock Listing Rules;
(II) Circumstances that the directors themselves believe they
should recuse themselves from;
(III) Other circumstances under which directors are required to
recuse themselves due to their affiliated relationships with the enterprises
involved in the meeting proposals as stipulated in the Articles of
Association;
(IV) If an independent director discovers that the matters under
deliberation have circumstances that affect his or her independence, he or she
shall declare to the Company and apply for recusal.
If a director has an affiliated relationship with the enterprise or individual
involved in the matters of the board meeting resolutions, the director shall
promptly submit a written report to the Board of Directors. Directors with
affiliated relationships shall not exercise the right to vote on such
resolutions, nor shall they exercise the right to vote on behalf of other
directors. In the case where directors recuse themselves from voting, the
relevant board meeting can be held as long as it is attended by more than half
of the directors without affiliated relationships, and resolutions shall be
adopted upon the approval of more than half of the directors without
affiliated relationships. If the number of directors without affiliated
relationships present at the meeting is less than three, relevant proposals
shall not be voted on, and the matter shall be submitted to the shareholders'
meeting for deliberation instead.
Article 27 The Board of Directors shall act strictly in accordance
with the authorization of the shareholders' meeting and the Articles of
Association, and shall not form resolutions by exceeding its authority.
Article 28 If independent directors believe that the specific plan for
cash dividends may harm the rights and interests of the Company or minority
shareholders, they have the right to express independent opinions. If the
Board of Directors has not adopted or fully adopted the opinions of
independent directors, the opinions of independent directors and the specific
reasons for not adopting them shall be recorded in the resolution of the Board
of Directors and disclosed.
Article 29 If a proposal is not adopted, under the condition that
relevant conditions and factors have not changed significantly, the board
meeting shall not deliberate on a proposal with the same content again within
one month.
The board meeting shall be convened in strict accordance with the prescribed
procedures. The Board of Directors shall notify all directors in advance
within the prescribed time and provide sufficient information. If two or more
independent directors believe that the materials are incomplete, the
demonstration is insufficient or the provision is not timely, they may jointly
submit a written request to the Board of Directors for postponing the
convening of the meeting or postponing the deliberation of the matter. The
Board of Directors shall adopt such a request, and the listed company shall
disclose the relevant situation in a timely manner.
Chapter V Minutes and Resolutions of Board Meetings
Article 30 The Board of Directors shall keep minutes on decisions of
the meeting on the agenda items. The secretary of the Board of Directors shall
arrange for the relevant personnel of the Securities, Legal Affairs and Risk
Control Department to take good records of the board meeting. Directors, the
secretary of the Board of Directors present at the meeting and the recorder
shall sign on the minutes. The minutes of the board meeting shall be preserved
as archives. The minutes shall record:
(I) The date and place of the meeting and the name of the convener;
(II) Names of the directors attending the meeting and the
directors (proxies) entrusted to attend the meeting of the Board of Directors;
(III) Agenda of the meeting;
(IV) Main points of speeches delivered by directors;
(V) Voting method and results of the resolution for each issue
(the voting result shall state the number of affirmative votes, negative
votes, or abstention votes).
Article 31 Directors shall be responsible for the resolutions of the
Board of Directors. If the resolutions of the Board of Directors violate laws,
administrative regulations or the Articles of Association, resulting in
serious losses to the Company, the directors who participated in the
resolutions shall be liable for compensation to the Company. However, if it
can be proved that they expressed objections during the voting and such
objections were recorded in the minutes, those directors may be exempted from
liability.
Article 32 In addition to the minutes, the secretary of the Board of
Directors may also arrange for the relevant personnel of the Company's
Securities, Legal Affairs and Risk Control Department to make concise meeting
summaries on the convening of the meetings and prepare separate resolution
records for the resolutions formed at the meetings based on the counted voting
results.
Article 33 The directors present at the meeting shall sign for
confirmation on behalf of themselves and the directors who have entrusted them
to attend the meeting with respect to the minutes, meeting summaries (if any),
and resolution records (if any). If a director has different opinions on the
minutes, meeting summaries (if any) or resolution records (if any), he or she
may make a written explanation when signing. When necessary, it shall promptly
report to the regulatory authorities and may also issue a public statement.
If a director fails to sign for confirmation as stipulated in the preceding
paragraph, and also fails to make a written explanation of his or her
different opinions or report to the regulatory authorities or issue a public
statement, it shall be deemed that the director fully agrees with the content
of the minutes, meeting summaries (if any), and resolution records (if any).
Article 34 If the Board of Directors does not adopt or fully adopt the
opinions of any special committee, the opinions of such special committee and
the specific reasons for not adopting them shall be recorded in the
resolutions of the Board of Directors and disclosed.
The Audit Committee shall submit its deliberation opinions to the Board of
Directors of the Company regarding the matters within its scope of
responsibilities. If the Board of Directors does not adopt such opinions, the
Company shall disclose the matter and fully explain the reasons.
If independent directors believe that the specific plan for cash dividends may
harm the rights and interests of the listed company or minority shareholders,
they have the right to express independent opinions. If the Board of Directors
has not adopted or fully adopted the opinions of independent directors, the
opinions of independent directors and the specific reasons for not adopting
them shall be disclosed in the announcement of the resolutions of the Board of
Directors.
When disclosing resolutions of the Board of Directors, the Company shall also
disclose the dissenting opinions of independent directors and record them in
the resolutions of the Board of Directors and minutes of meetings.
Chapter VI Announcement of Board of Directors' Resolutions, Execution of
Resolutions and Archiving of Documents
Article 35 Matters regarding the announcement of the resolutions of the
Board of Directors shall be handled by the secretary of the Board of Directors
in accordance with the relevant provisions of the Stock Listing Rules. Before
the disclosure, directors, attendants, record keepers, and service personnel
of the meeting shall be obliged to keep the resolution content secret.
Article 36 The chairman shall urge the relevant personnel to implement
the resolutions of the Board of Directors, check the implementation status of
the resolutions, and report on the execution status of the resolutions already
formed at subsequent board meetings.
Article 37 The secretary of the Board of Directors shall be responsible
for preserving the archives of meetings of the board meetings, including
notice of meetings, documents of meetings, certificate of entrustment, votes,
records of meetings signed by the present directors for confirmation, minutes
of meetings (if any), records of resolutions (if any), and announcements of
resolutions. The secretary of the Board of Directors may entrust the
Securities, Legal Affairs and Risk Control Department of the Company to act as
the custodian.
The archives of meetings of the Board of Directors shall be preserved for 10
years.
Chapter VII Supplementary Provisions
Article 38 For the purpose of these Rules, the terms "above", "within"
and "below" all include the number itself, while "exceeding", "more than" and
"less than" do not include the number itself.
Article 39 Matters not covered in these Rules shall be implemented in
accordance with relevant national laws, regulations, normative documents and
the provisions of the Articles of Association.
Article 40 Under any of the following circumstances, the Board of
Directors shall promptly revise these Rules and submit such to the
shareholders' meeting for approval:
(I) After the relevant national laws, regulations or normative documents are
amended, or new laws, regulations or normative documents are formulated and
promulgated, the matters stipulated in these Rules conflict with the
provisions of the aforementioned laws, regulations or normative documents.
(II) After the Articles of Association are amended, the matters
stipulated in these Rules conflict with the provisions of the Articles of
Association;
(III) Changes have occurred in the Company's circumstances, and the
Board of Directors or the shareholders' meeting deems that these Rules shall
be revised.
Article 41 These Rules and revisions thereof shall come into effect as
of the date when they are deliberated on and approved by the shareholders'
meeting. As of the date when these Rules come into effect, the Company's
original Rules of Procedures of the Board of Directors shall automatically
become invalid.
Article 42 These Rules shall be interpreted by the Board of Directors of
the Company.
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