TIDMAIRC
RNS Number : 0116L
Air China Ld
31 August 2023
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this announcement.
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stock Code: 00753)
(1) PROPOSED AMMENTS TO
THE ARTICLES OF ASSOCIATION OF THE COMPANY AND
(2) PROPOSED AMMENTS TO THE RULES AND PROCEDURES OF
SHAREHOLDERS' MEETINGS AND THE RULES AND PROCEDURES OF MEETINGS
OF
THE BOARD OF DIRECTORS
PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION
Air China Limited (the "Company") announces that, the board of
directors of the Company (the "Board") has resolved on 30 August
2023 to propose to the shareholders of the Company (the
"Shareholder(s)") certain amendments to the articles of association
of the Company (the "Articles of Association"). On 14 February
2023, the State Council issued The Decision of the State Council to
Repeal Certain Administrative Regulations and Documents ( ),
according to which The Special Regulations of the State Council
Regarding the Issue of Shares Overseas and the Listing of Shares
Overseas by Companies Limited by Share s ) (the " Special
Regulations ") was repealed. On 17 February 2023, upon the approval
by the State Council, the China Securities Regulatory Commission
(the "CSRC") issued The Trial Administrative Measures of Overseas
Securities Offering and Listing by Domestic Companies ( ),
according to which The Mandatory Provisions for Articles of
Association of Companies Listing Overseas ( ) (the " Mandatory
Provisions ") was repealed with effect from 31 March 2023. The
Stock Exchange of Hong Kong Limited (the "Hong Kong Stock
Exchange") made amendments to The Rules Governing the Listing of
Securities on the Hong Kong Stock Exchange (the "Hong Kong Listing
Rules") following the aforementioned newly implemented regulatory
requirements with effect from 1 August 2023. In addition, the CSRC
and the Shanghai Stock Exchange issued The Management Measures for
Independent Directors of Listed Companie s
and The Rules Governing the Listing of Stocks on the Shanghai
Stock Exchange (Revised in August 2023) ( 2023 8 ) ) in August 2023
successively. In light of the above-mentioned revision of rules,
and combining with the actual operation and management needs of the
Company, the Company proposed to amend the Articles of
Association.
The main amendments include: (1) to delete relevant contents in
relation to the Mandatory Provisions in the Articles of
Association, including the relevant requirements of class meetings,
and the arbitration provisions for dispute resolutions; (2) to
update and adjust the expressions involving the repurchase of
shares, the provision of financial assistance for acquiring the
shares of the Company, the qualifications and obligations of
directors, supervisors and senior officers, the definition of
controlling shareholder and the liquidation of the Company in the
Articles of Association in accordance with the relevant
requirements under The Guidance on the Articles of Association of
Listed Companies ( ) issued by the CSRC; (3) to make certain
amendments in relation to the management of independent directors
and amend the relevant requirements on the independent directors'
appointment and the performance of duties; and (4) other compliance
and regulatory modifications.
The full text of the proposed amendments to the Articles of
Association is set out in Appendix I to this announcement.
The proposed amendments to the Articles of Association
(including the removal of the class meeting requirement from the
Articles of Association following the repeal of the Mandatory
Provisions) will not compromise protection of the Shareholders and
will not have material impact on measures relating to the
Shareholders' protection, as H shares and A shares are regarded as
the same class of ordinary shares under the PRC laws, and the
substantive rights attached to these two types of shares (including
voting rights, dividends and asset allocation upon liquidation) are
the same.
The proposed amendments to the Articles of Association are
subject to approval by the Shareholders by way of a special
resolution at the general meeting, A Shareholders' class meeting
and H Shareholders' class meeting of the Company.
PROPOSED AMMENTS TO THE RULES AND PROCEDURES OF SHAREHOLDERS'
MEETINGS AND THE RULES AND PROCEDURES OF MEETINGS OF THE BOARD
On 30 August 2023, the Board also resolved to propose to the
Shareholders certain amendments to the Rules and Procedures of
Shareholders' Meetings and the Rules and Procedures of Meetings of
the Board, so as to, among others, align with the proposed
amendments to the Articles of Association. The details of the
amendments to the Rules and Procedures of Shareholders' Meetings
and the Rules and Procedures of Meetings of the Board will be set
out in the circular of the Company to be despatched to the
Shareholders.
The proposed amendments to the Rules and Procedures of
Shareholders' Meetings are subject to approval by the Shareholders
by way of a special resolution at the general meeting, A
Shareholders' class meeting and H Shareholders' class meeting of
the Company. The proposed amendments to the Rules and Procedures of
Meetings of the Board are subject to approval by the Shareholders
by way of a special resolution at the general meeting of the
Company.
GENERAL
A circular containing, among other things, details of (i) the
proposed amendments to the Articles of Association; and (ii) the
proposed amendments to the Rules and Procedures of Shareholders'
Meetings and the Rules and Procedures of Meetings of the Board,
will be despatched to the Shareholders in due course.
By Order of the Board
Air China Limited
Huang Bin Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 30 August 2023
As at the date of this announcement, the directors of the
Company are Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr.
Patrick Healy, Mr. Xiao Peng, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu
Junxin* and Ms. Winnie Tam Wan-chi*.
* Independent non-executive director of the Company
APPIX I PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION
Set out below are the details of the proposed amendments to the
Articles of Association. The revisions have been underlined (if
applicable) for the convenience of perusal.
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
CHAPTER 1 GENERAL PROVISIONS
Article 1 Air China Limited (the Article 1 Air China Limited (the "Company")
"Company") is a joint stock limited is a joint stock limited company established
company established in accordance in accordance with the Company Law
with the Company Law of the People's of the People's Republic of China
Republic of China (the "Company Law"), (the "Company Law") , the Securities
the State Council's Special Regulations Law of the People's Republic of China
Regarding the Issue of Shares Overseas (the "Securities Law") the State Council's
and the Listing of Shares Overseas Special Regulations Regarding the
by Companies Limited by Shares (the Issue of Shares Overseas and the Listing
"Special Regulations") and other of Shares Overseas by Companies Limited
relevant laws and regulations of by Shares (the "Special Regulations")
the State. and other relevant laws and regulations
of the State.
The Company was established by way
of promotion with the approval of The Company was established by way
the State-owned Assets Supervision of promotion with the approval of
and Administration Commission of the State-owned Assets Supervision
the State Council on 30 September and Administration Commission of the
2004, as evidenced by the approval State Council on 30 September 2004,
document Guo Zi Gai Ge [2004] No. as evidenced by the approval document
872. It was registered with and has Guo Zi Gai Ge [2004] No. 872. It was
obtained a business licence from registered with and has obtained a
the State Administration for Industry business licence from the State Administration
& Commerce of the People's Republic for Industry & Commerce of the People's
of China. Republic of China.
The promoters of the Company are: The promoters of the Company are:
China National Aviation Holding Corporation China National Aviation Holding Corporation
Limited and China National Aviation Limited and China National Aviation
Corporation (Group) Limited (registered Corporation (Group) Limited (registered
in Hong Kong Special Administration in Hong Kong
Region). Special Administration Region).
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Article 6 In accordance with the Article 6 In accordance with the provisions
provisions of the Company Law, the of the Company Law, the Special Regulations
Special Regulations and the Mandatory and the Mandatory Provisions for Articles
Provisions for Articles of Association of Association of Companies Listing
of Companies Listing Overseas (the Overseas (the "Mandatory Provisions"),
"Mandatory Provisions"), the Guidance the Securities Law, the Guidance on
on the Articles of Association of the Articles of Association of Listed
Listed Companies (the "Guidance"), Companies (the "Guidance"), the Standards
the Standards on Corporate Governance on Corporate Governance for Listed
for Listed Companies (the "CG Standards") Companies (the "CG Standards"), the
and other PRC laws and administrative Rules Governing the Listing of Stocks
regulations and departmental rules, on the Shanghai Stock Exchange, the
the Company amended the original Rules Governing the Listing of Securities
Articles of Association of the Company on The Stock Exchange of Hong Kong
(the "Original Articles of Association") Limited
and adopted these Articles of Association (the "Hong Kong Listing Rules") and
(the "Articles of other PRC laws and
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Association" or "these Articles of administrative regulations and departmental
Association"). rules, the Company amended the original
Articles of Association of the Company
These Articles of Association shall (the "Original Articles of Association")
take effect after being adopted by and adopted these Articles of Association
a special resolution at the Company's (the "Articles of Association" or
general meeting and upon approval "these Articles of Association").
of the companies approving department
authorized by the State Council. These Articles of Association shall
After these Articles of Association take effect after being adopted by
come into effect, the Original Articles a special resolution at the Company's
of Association shall be superseded general meeting and upon approval
by these Articles of Association. of the companies approving department
authorized by the State Council. After
these Articles of Association come
into effect, the Original Articles
of Association shall be superseded
by these
Articles of Association.
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Article 8 The Articles of Association Article 8 The Articles of Association
are binding on the Company and its are binding on the Company and its
shareholders, members of the Party shareholders, members of the Party
Committee, directors, supervisors, Committee, directors, supervisors,
president, vice presidents and other president, vice presidents and other
senior officers; all of whom may, senior officers; all of whom may,
according to the Company's Articles according to the Company's Articles
of Association, assert their rights of Association, assert their rights
in respect of the affairs of the in respect of the affairs of the Company.
Company.
Subject to chapter 23 of these Articles
Subject to chapter 23 of these Articles of Association, a A shareholder may
of Association, a shareholder may take action against the Company pursuant
take action against the Company pursuant to the Company's Articles of Association.
to the Company's Articles of Association. The Company may take action against
The Company may take action against a shareholder, directors, supervisors,
a shareholder, directors, supervisors, president, vice presidents and other
president, vice presidents and other senior officers of the Company pursuant
senior officers of the Company pursuant to the Company's Articles of Association.
to the Company's Articles of Association. A shareholder may also take action
A shareholder may also take action against another shareholder, and may
against another shareholder, and take action against the directors,
may take action against the directors, supervisors, president, vice presidents
supervisors, president, vice presidents and other senior officers of the Company
and other senior officers of the pursuant to the Company's Articles
Company pursuant to the Company's of Association.
Articles of Association.
The actions referred to in the preceding
The actions referred to in the preceding paragraph include court proceedings
paragraph include court proceedings and arbitration proceedings.
and arbitration proceedings.
The "other senior officers" referred
The "other senior officers" referred to in these Articles of Association
to in these Articles of Association mean the board secretary, chief accountant,
mean the board secretary, chief accountant, chief pilot, general legal counsel
chief pilot, general legal counsel and other senior officers
and other senior officers appointed by the board of directors
appointed by the board of directors of the Company.
of the Company.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Article 9 The Company may invest Article 9 The Company may invest in
in other enterprises; provided that other enterprises; provided that unless
unless otherwise provided by law, otherwise provided by laws, regulations
the Company shall not act as a capital and other regulatory documents, the
contributor which assumes joint and Company shall not act as a capital
several liabilities of the enterprises contributor which assumes joint and
it invested in. several liabilities of the enterprises
it
invested in.
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Article 10 Subject to compliance Article 10 Subject to compliance with
with PRC laws and regulations, the PRC laws and regulations, the Company
Company shall have the right to raise shall have the right to raise funds
funds or to obtain loans, including or to obtain loans, including (but
(but not limited to) issuing company not limited to) issuing company bonds,
bonds, and have the right to charge and have the right to charge or pledge
or pledge its its
assets. assets.
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CHAPTER 3 SHARES AND REGISTERED CAPITAL
Article 15 There shall, at all times, Article 15 Article 14 There shall,
be ordinary shares in the Company. at all times, be ordinary shares in
Subject to the approval of the companies the Company. Subject to the approval
approving department authorized by of the companies approving department
the State Council, the Company may, authorized by the State Council, the
according to its requirements, create Company may, according to its requirements,
different classes of shares. create different classes of shares.
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Article 17 Subject to the approval Article 17 Article 16 Subject to the
of the authority in charge of securities approval of the authority in charge
of the State Council, the Company of securities of the State Council,
may issue shares to Domestic Investors the The Company may issue shares to
and Foreign Investors. Domestic Investors and Foreign Investors
according to the laws, and shall file
"Foreign Investors" referred to in with the securities regulatory authority
the previous paragraph mean those of the State Council according to
investors who subscribe for the shares the requirements .
issued by the Company and who are
located in foreign countries and "Foreign Investors" referred to in
in the regions of Hong Kong, Macau the previous paragraph mean those
and Taiwan. "Domestic Investors" investors who subscribe for the shares
mean those investors who subscribe issued by the Company and who are
for the shares issued by the Company located in foreign countries and in
and who are located within the territory the regions of Hong Kong, Macau and
of the PRC. Taiwan. "Domestic Investors" mean
those investors who subscribe for
the shares issued by the Company and
who are located within the
territory of the PRC.
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Article 20 Upon the approval of the Article 20 Article 19 Upon the approval
companies approving department authorized of the companies approving department
by the State Council, the Company authorized by the State Council, the
issued 6,500,000,000 ordinary shares Company issued 6,500,000,000 ordinary
to the promoters at the time when shares to the promoters at the time
the Company was established. At the when the Company was established.
time of At the time of establishment, the
establishment, the capital contribution capital contribution of the
of the promoters of
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
the Company was as follows: promoters of the Company was as follows:
... ...
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Article 21 The Company shall issue Article 21 Article 20 As approved
additional 2,933,210,909 ordinary by the competence authorities, the
shares after its incorporation, and changes in the share capital of the
the promoters of the Company shall Company were as follows:
sell 293,321,091 ordinary shares,
all of which are H Shares. The Company shall issue additional
2,933,210,909 ordinary shares after
The share capital structure of the its incorporation, and the promoters
Company after the issue and sale of the Company shall sell 293,321,091
referred to in the previous paragraph ordinary shares, all of which are
shall be as follows: the Company H Shares.
has a total of 9,433,210,909 ordinary
shares in issue, of which China National The share capital structure of the
Aviation Holding Corporation Limited Company after the issue and sale referred
holds 4,826,195,989 Domestic Shares, to in the previous paragraph shall
representing approximately 51.16% be as follows: the Company has a total
of the Company's total share capital; of 9,433,210,909 ordinary shares in
China National Aviation Corporation issue, of which China National Aviation
(Group) Limited holds 1,380,482,920 Holding Corporation Limited holds
Foreign Shares, representing approximately 4,826,195,989 Domestic Shares, representing
14.64% of the Company's total share approximately 51.16% of the Company's
capital; other holders of the H Shares total share capital; China National
hold 3,226,532,000 shares, representing Aviation Corporation (Group) Limited
approximately 34.20% of the Company's holds 1,380,482,920 Foreign Shares,
total share capital. representing approximately 14.64%
of the Company's total share capital;
Upon completion of the offering of other holders of the H Shares hold
the H Shares set forth above and 3,226,532,000 shares, representing
subject to the approval in form of approximately 34.20% of the Company's
a special resolution adopted at the total share capital.
shareholders' general meeting, the Upon completion of the offering of
general meeting for holders of the the H Shares set forth above and subject
domestic shares and the general meeting to the approval in form of a special
for holders of the foreign shares, resolution adopted at the shareholders'
as approved by the approving authority general meeting, the general meeting
authorised by the State Council, for holders of the domestic shares
the Company has issued 1,639,000,000 and the general meeting for holders
A shares in 2006. China National of the foreign shares, as approved
Aviation Holding Corporation Limited, by the approving authority authorised
a shareholder of the Company, also by the State Council , the Company
increased its shareholding in the has issued 1,639,000,000 A shares
Company to a total amount of 122,870,578 in 2006. China National Aviation Holding
shares pursuant to its undertakings Corporation Limited, a shareholder
made to China Securities Regulatory of the Company, also increased its
Commission (the "CSRC"). The share shareholding in the Company to a total
capital structure of the Company amount of 122,870,578 shares pursuant
after the said capital increase and to its undertakings made to China
the said increase in shareholding Securities Regulatory Commission (the
of the shareholder shall be as follows: "CSRC"). The share capital structure
the Company has a total of 11,072,210,909 of the Company after the said capital
ordinary shares increase and the said increase in
in issue, of which China National shareholding of the shareholder shall
Aviation Holding Corporation Limited be as follows:
holds 4,949,066,567 A Shares,
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
representing approximately 44.70% the Company has a total of 11,072,210,909
of the Company's total share capital; ordinary shares in issue, of which
China National Aviation Corporation China National Aviation Holding Corporation
(Group) Limited holds 1,380,482,920 Limited holds 4,949,066,567 A Shares,
A Shares, representing approximately representing approximately 44.70%
12.47% of the Company's total share of the Company's total share capital;
capital; other holders of A Shares China National Aviation Corporation
hold 1,516,129,422 shares, representing (Group) Limited holds 1,380,482,920
approximately 13.69% of the Company's A Shares, representing approximately
total share capital; holders of H 12.47% of the Company's total share
Shares hold 3,226,532,000 shares, capital; other holders of A Shares
representing approximately 29.14% hold 1,516,129,422 shares, representing
of the Company's total share capital. approximately 13.69% of the Company's
total share capital; holders of H
Upon the completion of the issuance Shares hold 3,226,532,000 shares,
of A shares and subject to the approval representing approximately 29.14%
after verification by competent examination of the Company's total share capital.
and approval departments authorized
by the State Council, the Company Upon the completion of the issuance
has issued 1,179,151,364 H Shares of A shares and subject to the approval
to Cathay Pacific Airways Limited, after verification by competent examination
a shareholder of the Company, in and approval departments authorized
2006. by the State Council , the Company
has issued 1,179,151,364 H Shares
Upon the completion of the said additional to Cathay Pacific Airways Limited,
issuance of H Shares, as approved a shareholder of the Company, in 2006.
by the approving authority authorised
by the State Council, the Company Upon the completion of the said additional
has issued 483,592,400 new A Shares issuance of H Shares, as approved
on a non-public issue basis and 157,000,000 by the approving authority authorised
new H Shares to China National Aviation by the State Council, the Company
Corporation (Group) Limited, a shareholder has issued 483,592,400 new A Shares
of the Company, on a non- public on a non-public issue basis and 157,000,000
issue basis in the year of 2010. new H Shares to China National Aviation
Corporation (Group) Limited, a shareholder
Upon the completion of the aforesaid of the Company, on a non- public issue
non-public issue of A Shares and basis in the year of 2010.
H Shares, as approved by the approving
authority authorised by the State Upon the completion of the aforesaid
Council, the Company has issued 192,796,331 non-public issue of A Shares and H
new A Shares to China National Aviation Shares, as approved by the approving
Holding Corporation Limited, a shareholder authority authorised by the State
of the Company, on a non-public issue Council, the Company has issued 192,796,331
basis in the year of 2013. new A Shares to China National Aviation
Holding Corporation Limited, a shareholder
Upon the completion of the aforesaid of the Company, on a non-public issue
non-public issue of A Shares, as basis in the year of 2013.
approved by the approving authority
authorised by the State Council,
the Company has issued 1,440,064,181
A Shares on a non-public issue basis
in the year of 2017.
Upon the completion of the aforesaid
non-public issue of A Shares, as
approved by the approving authority
authorised by the State Council,
the Company has issued 1,675,977,653
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
A Shares on a non-public issuance Upon the completion of the aforesaid
basis in the year of 2023. non-public issue of A Shares, as approved
by the approving authority authorised
The present share capital structure by the State Council, the Company
of the Company is as follows: the has issued 1,440,064,181 A Shares
Company has a total of 16,200,792,838 on a non-public issue basis in the
ordinary shares in issue, of which year of 2017.
11,638,109,474 shares are held by
holders of A Shares, representing Upon the completion of the aforesaid
approximately 71.84% of the Company's non-public issue of A Shares, as approved
total share capital, and 4,562,683,364 by the approving authority authorised
shares are held by holders of H Shares, by the State Council, the Company
representing approximately 28.16% has issued 1,675,977,653 A Shares
of the Company's total share capital. on a non-public issuance basis in
the year of 2023.
The present share capital structure
of the Company is as follows: the
Company has a total of 16,200,792,838
ordinary shares in issue, of which
11,638,109,474 shares are held by
holders of A Shares, representing
approximately 71.84% of the Company's
total share capital, and 4,562,683,364
shares are held by holders of H Shares,
representing approximately
28.16% of the Company's total share
capital.
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Article 22 The Company's board of Article 22 The Company's board of
directors may take all necessary directors may take all necessary action
action for the issuance of Overseas-Listed for the issuance of Overseas-Listed
Foreign Shares and A Shares after Foreign Shares and A Shares after
proposals for issuance of the same proposals for issuance of the same
have been approved by the securities have been approved by the securities
authority of the State Council. authority of the State Council.
The Company may implement its proposal The Company may implement its proposal
to issue Overseas-Listed Foreign to issue Overseas-Listed Foreign Shares
Shares and A Shares pursuant to the and A Shares pursuant to the preceding
preceding paragraph within fifteen paragraph within fifteen (15) months
(15) months from the from the
date of approval by the CSRC. date of approval by the CSRC.
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Article 23 Where the total number Article 23 Where the total number
of shares stated in the proposal of shares stated in the proposal for
for the issuance of shares includes the issuance of shares includes Overseas-Listed
Overseas-Listed Foreign Shares and Foreign Shares and A Shares, such
A Shares, such shares shall be fully shares shall be fully subscribed for
subscribed for at their respective at their respective offerings. If
offerings. If the shares cannot be the shares cannot be fully subscribed
fully subscribed for all at once for all at once due to special circumstances,
due to special circumstances, the the shares may, subject to the approval
shares may, subject to the approval of the securities authority of the
of the securities authority of the State Council, be issued in
State Council, be issued in separate tranches.
separate tranches.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Article 22 The Company or the Company's
subsidiaries (including the Company's
affiliated enterprises) shall not
provide any assistance in the form
of donates, advances, guarantees,
compensation or loans to persons who
acquire or intend to acquire the shares
of the Company.
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CHAPTER 4 REDUCTION OF CAPITAL AND CHAPTER 4 REDUCTION OF CAPITAL AND
REPURCHASE OF SHARES REPURCHASE OF SHARES INCREASE, DECREASE
AND REPURCHASE OF SHARES
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Article 25 The Company may, based Article 25 Article 23 The Company
on its operating and development may, based on its operating and development
needs, authorize the increase of needs, authorize the increase of its
its capital pursuant to the Articles capital pursuant to the Articles of
of Association. Association.
The Company may increase its capital The Company may increase its capital
in the following ways: in the following ways:
(1) by public offering of shares; (1) by public offering of shares;
(2) by non-public offering of shares; (2) by non-public offering of shares;
(3) by issuing bonus shares to its (3) by issuing bonus shares to its
existing shareholders; existing shareholders;
(4) by converting the common reserve (4) by converting the common reserve
into share capital; into share capital;
(5) by any other means which is prescribed (5) by any other means which is prescribed
by law and administrative regulations by law and administrative regulations
and approved by the CSRC. and approved by the securities regulatory
authority of the State Council CSRC
After the Company's increase of capital .
has been approved in accordance with
the provisions of the Articles of After the Company's increase of capital
Association, the issuance thereof has been approved in accordance with
should be made in accordance with the provisions of the Articles of
the procedures set out in the relevant Association, the issuance thereof
State laws and administrative regulations. should be made in accordance with
the procedures set out in the relevant
State laws and administrative regulations.
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Article 26 Except as provided for Article 26 Except as provided for
by other provisions of law and administrative by other provisions of law and administrative
regulations, shares of the Company regulations, shares of the Company
may be freely transferred without may be freely transferred without
any lien attached. any lien attached.
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Article 29 The Company may, in accordance Article 29 Article 26 The Company
with the procedures set out in the shall not acquire shares of the Company.
Company's Articles of Association However, except in one of the following
and with the approval of the relevant circumstances: The Company may, in
governing authority of accordance
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
the State, repurchase its issued with the procedures set out in the
shares under the following circumstances: Company's Articles of Association
and with the approval of the relevant
(1) reducing its registered capital; governing authority of the State,
repurchase its issued shares under
(2) merging with another company the following circumstances:
that holds shares in the Company;
(1) reducing its registered capital;
(3) using the shares for the employee
share ownership plan or as share (2) merging with another company that
incentive; holds shares in the Company;
(4) acquiring as requested the shares (3) using the shares for the employee
of shareholders who vote against share ownership plan or as share incentive;
any resolution on the merger or demerger
of the Company adopted at a shareholders' (4) acquiring as requested the shares
general meeting; of shareholders who vote against any
resolution on the merger or demerger
(5) using the shares for the conversion of the Company adopted at a shareholders'
of the corporate bonds issued by general meeting;
the listed company which are convertible
into shares; (5) using the shares for the conversion
of the corporate bonds issued by the
(6) necessary for safeguarding the listed company which are convertible
value of the Company and the shareholders' into shares;
interests;
(6) necessary for safeguarding the
(7) other circumstances permitted value of the Company and the shareholders'
by laws and administrative regulations. interests;
Save as the aforesaid circumstances, (7) other circumstances permitted
the Company shall not conduct activities by laws and administrative regulations.
of dealing in its shares.
Save as the aforesaid circumstances,
The Company's repurchase of its issued the Company shall not conduct activities
shares shall comply with the provisions of dealing in its shares.
of Article 30 to Article 33 of these
Articles of Association. The Company's repurchase of its issued
shares shall comply with the provisions
of Article 30 to Article 33 Article
27 to
Article 28 of these Articles of Association.
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Article 30 The Company may repurchase Article 30 Article 27 The Company
shares in one of the following ways, may acquire the shares of the Company
with the approval of the relevant by way of open and centralized trading,
governing authority of the State: or by other means approved by the
laws and regulations and the securities
(1) by making a general offer for regulatory authority of the State
the repurchase of shares to all its Council. The Company may repurchase
shareholders on a pro rata basis; shares in one of the following ways,
with the approval of the relevant
governing authority of the State:
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(2) by repurchasing shares through (1) by making a general offer for
public dealing on a stock exchange; the repurchase of shares to all its
shareholders on a pro rata basis;
(3) by repurchasing shares outside
of the stock exchange by means of (2) by repurchasing shares through
an agreement; public dealing on a stock exchange;
(4) by any other mean which is permitted (3) by repurchasing shares outside
by law and administrative regulations of the stock exchange by means of
and by the authority in charge of an agreement;
securities of the State Council.
(4) by any other mean which is permitted
The repurchase of the shares of the by law and administrative regulations
Company arising from the circumstances and by the authority in charge of
provided under items (3), (5) and securities of the State Council.
(6) of the first paragraph of Article
29 of these Articles of Association The repurchase of the shares of the
shall be carried out by way of open Company arising from the circumstances
and centralized trading. provided under items (3), (5) and
(6) of the first paragraph of Article
29 26 of these Articles of Association
shall be carried out by way of open
and
centralized trading.
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Article 31 The Company must obtain Article 31 The Company must obtain
the prior approval of the shareholders the prior approval of the shareholders
in a general meeting, in accordance in a general meeting, in accordance
with the Articles of Association with the Articles of Association of
of the Company, before it may repurchase the Company, before it may repurchase
shares outside of the stock exchange shares outside of the stock exchange
by means of an agreement. The Company by means of an agreement. The Company
may, by obtaining the prior approval may, by obtaining the prior approval
of the shareholders in a general of the shareholders in a general meeting
meeting (in the same manner), release, (in the same manner), release, vary
vary or waive its rights under an or waive its rights under an agreement
agreement which has been entered which has been entered into in the
into in the manner set out above. manner set out above.
An agreement for the repurchase of An agreement for the repurchase of
shares referred to in the preceding shares referred to in the preceding
paragraph includes (but is not limited paragraph includes (but is not limited
to) an agreement to become liable to) an agreement to become liable
to repurchase shares or an agreement to repurchase shares or an agreement
to have the right to repurchase shares. to have the right to repurchase shares.
The Company may not assign an agreement The Company may not assign an agreement
for the repurchase of its shares for the repurchase of its shares or
or any right contained in such an any right contained in such an agreement.
agreement.
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Article 33 Unless the Company is Article 33 Unless the Company is in
in the course of liquidation, it the course of liquidation, it must
must comply with the following provisions comply with the following provisions
in relation to repurchase of its in relation to repurchase of its issued
issued shares: shares:
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(1) where the Company repurchases (1) where the Company repurchases
shares at par value, payment shall shares at par value, payment shall
be made out of the book balance of be made out of the book balance of
distributable profits of the Company distributable profits of the Company
or out of proceeds of a new issue or out of proceeds of a new issue
of shares made for that purpose; of shares made for that purpose;
(2) where the Company repurchases (2) where the Company repurchases
shares of the Company at a premium shares of the Company at a premium
to its par value, payment up to the to its par value, payment up to the
par value may be made out of the par value may be made out of the book
book balance of distributable profits balance of distributable profits of
of the Company or out of the proceeds the Company or out of the proceeds
of a new issue of shares made for of a new issue of shares made for
that purpose. Payment of the portion that purpose. Payment of the portion
in excess of the par value shall in excess of the par value shall be
be effected as follows: effected as follows:
(i) if the shares being repurchased (i) if the shares being repurchased
were issued at par value, payment were issued at par value, payment
shall be made out of the book balance shall be made out of the book balance
of distributable profits of the Company; of distributable profits of the Company;
(ii) if the shares being repurchased (ii) if the shares being repurchased
were issued at a premium to its par were issued at a premium to its par
value, payment shall be made out value, payment shall be made out of
of the book balance of distributable the book balance of distributable
profits of the Company or out of profits of the Company or out of the
the proceeds of a new issue of shares proceeds of a new issue of shares
made for that purpose, provided that made for that purpose, provided that
the amount paid out of the proceeds the amount paid out of the proceeds
of the new issue shall not exceed of the new issue shall not exceed
the aggregate amount of premiums the aggregate amount of premiums received
received by the Company on the issue by the Company on the issue of the
of the shares repurchased nor shall shares repurchased nor shall it exceed
it exceed the book value of the Company's the book value of the Company's capital
capital common reserve fund account common reserve fund account (including
(including the premiums on the new the premiums on the new issue) at
issue) at the time of the repurchase; the time of the repurchase;
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(3) the Company shall make the following (3) the Company shall make the following
payments out of the Company's distributable payments out of the Company's distributable
profits: profits:
(i) payment for the acquisition of (i) payment for the acquisition of
the right to repurchase its own shares; the right to repurchase its own shares;
(ii) payment for variation of any (ii) payment for variation of any
contract for the repurchase of its contract for the repurchase of its
shares; shares;
(iii) payment for the release of (iii) payment for the release of its
its obligation(s) under the contract obligation(s) under the contract for
for the repurchase of its shares; the repurchase of its shares;
(4) after the Company's registered (4) after the Company's registered
capital has been reduced by the aggregate capital has been reduced by the aggregate
par value of the cancelled shares par value of the cancelled shares
in accordance with the relevant provisions, in accordance with the relevant provisions,
the amount deducted from the distributable the amount deducted from the distributable
profits of the Company for payment profits of the Company for payment
of the par value of shares which of the par value of shares which have
have been repurchased shall be transferred been repurchased shall be transferred
to the Company's capital to the Company's capital
common reserve fund account. common reserve fund account.
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CHAPTER 5 FINANCIAL ASSISTANCE FOR THE CHAPTER 5 FINANCIAL ASSISTANCE FOR THE
ACQUISITION OF SHARES ACQUISITION OF SHARES
------------------------- ------------ ---- ---- ---------------------------- -------------- ----- ----
Article 34 The Company or its subsidiaries Article 34 The Company or its subsidiaries
shall not, at any time, provide any shall not, at any time, provide any
form of financial assistance to a form of financial assistance to a
person who is acquiring or is proposing person who is acquiring or is proposing
to acquire shares in the Company. to acquire shares in the Company.
This includes any person who directly This includes any person who directly
or indirectly incurs any obligations or indirectly incurs any obligations
as a result of the acquisition of as a result of the acquisition of
shares in the Company (the "Obligor"). shares in the Company (the "Obligor").
The Company or its subsidiaries shall The Company or its subsidiaries shall
not, at any time, provide any form not, at any time, provide any form
of financial assistance to the Obligor of financial assistance to the Obligor
for the purposes of reducing or discharging for the purposes of reducing or discharging
the obligations assumed by such Obligor. the obligations assumed by such Obligor.
This Article shall not apply to the This Article shall not apply to the
circumstances specified in Article circumstances specified in Article
36 of these Articles of Association. 36 of these Articles of Association.
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Article 35 For the purposes of this Article 35 For the purposes of this
Chapter, "financial assistance" includes Chapter, "financial assistance" includes
(without limitation) the following: (without limitation) the following:
(1) gift; (1) gift;
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(2) guarantee (including the assumption (2) guarantee (including the assumption
of liability by the guarantor or of liability by the guarantor or the
the provision of assets by the guarantor provision of assets by the guarantor
to secure the performance of obligations to secure the performance of obligations
by the Obligor), indemnity (other by the Obligor), indemnity (other
than indemnity in respect of the than indemnity in respect of the Company's
Company's own default) or release own default) or release or waiver
or waiver of any rights; of any rights;
(3) provision of loan, or any other (3) provision of loan, or any other
agreement under which the obligations agreement under which the obligations
of the Company are to be fulfilled of the Company are to be fulfilled
before the obligations of another before the obligations of another
party, or the change in parties to, party, or the change in parties to,
or the assignment of rights under, or the assignment of rights under,
such loan or agreement; such loan or agreement;
(4) any other form of financial assistance (4) any other form of financial assistance
given by the Company when the Company given by the Company when the Company
is insolvent or has no net assets is insolvent or has no net assets
or when its net assets would thereby or when its net assets would thereby
be reduced to a material extent. be reduced to a material extent.
For the purposes of this Chapter, For the purposes of this Chapter,
"assumption of obligations" includes "assumption of obligations" includes
the assumption of obligations by the assumption of obligations by way
way of contract or by way of arrangement of contract or by way of arrangement
(irrespective of whether such contract (irrespective of whether such contract
or arrangement is enforceable or or arrangement is enforceable or not
not and irrespective of whether such and irrespective of whether such obligation
obligation is to be borne solely is to be borne solely by the Obligor
by the Obligor or jointly with other or jointly with other persons) or
persons) or by any other means which by any other means which results in
results in a change in his financial a change in his financial
position. position.
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Article 36 The following actions Article 36 The following actions shall
shall not be deemed to be activities not be deemed to be activities prohibited
prohibited by Article 34 of these by Article 34 of these Articles of
Articles of Association: Association:
(1) the provision of financial assistance (1) the provision of financial assistance
by the Company where the financial by the Company where the financial
assistance is given in the interests assistance is given in the interests
of the Company, and the principal of the Company, and the principal
purpose of which is not for the acquisition purpose of which is not for the acquisition
of shares in the Company, or the of shares in the Company, or the giving
giving of the financial assistance of the financial assistance is an
is an incidental part of some larger incidental part of some larger purpose
purpose of the Company; of the Company;
(2) the lawful distribution of the (2) the lawful distribution of the
Company's assets by way of dividend; Company's assets by way of dividend;
(3) the allotment of bonus shares (3) the allotment of bonus shares
as dividends; as dividends;
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(4) a reduction of registered capital, (4) a reduction of registered capital,
a repurchase of shares of the Company a repurchase of shares of the Company
or a reorganisation of the share or a reorganisation of the share capital
capital structure of the Company structure of the Company effected
effected in accordance with the Articles in accordance with the Articles of
of Association; Association;
(5) the lending of money by the Company (5) the lending of money by the Company
within its scope of business and within its scope of business and in
in the ordinary course of its business, the ordinary course of its business,
where the lending of money is part where the lending of money is part
of the scope of business of the Company of the scope of business of the Company
(provided that the net assets of (provided that the net assets of the
the Company are not thereby reduced Company are not thereby reduced or
or that, to the extent that the assets that, to the extent that the assets
are thereby reduced, the financial are thereby reduced, the financial
assistance is provided out of distributable assistance is provided out of distributable
profits of the Company); profits of the Company);
(6) contributions made by the Company (6) contributions made by the Company
to employee share ownership schemes to employee share ownership schemes
(provided that the net assets of (provided that the net assets of the
the Company are not thereby reduced Company are not thereby reduced or
or that, to the extent that the assets that, to the extent that the assets
are thereby reduced, the financial are thereby reduced, the financial
assistance is assistance is
provided out of distributable profits provided out of distributable profits
of the Company). of the Company).
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CHAPTER 5 SHARE TRANSFER
Article 29 Unless otherwise provided
in laws, regulations and other regulatory
documents, the shares of the Company
shall be transferrable in accordance
with
laws without any lien attached.
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Article 30 The Company shall not
accept any pledge being created over
its own shares.
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Article 31 The shares of the Company
held by the promoters shall not be
transferred within one year from the
date of establishment of the Company.
The shares issued before the Company's
public offering of shares shall not
be transferred within one year from
the date on which the shares of the
Company are listed and traded on a
stock exchange.
The directors, supervisors and senior
officers of the Company shall report
to the Company the shares of the Company
held by him/her and the changes thereof.
During the term of his/her office,
the shares transferred
by him/her each year shall not exceed
25% of the total
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
shares of the Company that he/she
holds. The shares of the Company held
by the aforesaid persons shall not
be transferred within one year from
the date on which the shares of the
Company are listed and traded on a
stock exchange. The aforesaid persons
shall not transfer the shares of the
Company that he/she holds within half
a
year after leaving his/her office.
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Article 32 Should a shareholder,
director, supervisor or senior officer
holding 5% or more of the Company's
shares sells his/her shares in the
Company or other securities of equity
nature within six months from the
date of purchase of the same, or repurchase
the shares within six months from
the date of selling the same, the
profits derived from such activities
shall be vested in the Company. The
board of directors of the Company
shall recover from the aforementioned
parties the gains derived therefrom,
except where a securities company
holding 5% or more of the shares as
a result of its purchase of remaining
shares after sold under an underwriting
obligation, and otherwise required
by the securities regulatory authority
of the State Council.
Shares or other securities of equity
nature held by directors, supervisors,
senior officers and natural person
shareholders referred to in the preceding
paragraph include shares or other
securities of equity nature held by
their spouses, parents, children and
under accounts of other persons.
Should the Company's board of directors
not comply with the provision set
forth in the first paragraph of this
Article and act accordingly, the shareholders
shall have the right to request the
board of directors to duly act in
accordance with the same within 30
days. Should the Company's board of
directors not act in accordance with
the same within the aforementioned
period, the shareholders shall have
the right to initiate proceedings
at a People's Court directly in his/her
own name for the interests of the
Company.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Should the Company's board of directors
not comply with the provision set
out in the first paragraph of this
Article and act accordingly, the responsible
directors shall assume joint liabilities
in accordance with the laws.
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CHAPTER 6 SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS
Article 37 Share certificates of Article 37 Article 33 Share certificates
the Company shall be in registered of the Company shall be in registered
form. form.
The share certificate of the Company The share certificate of the Company
shall contain the following main shall contain the following main particulars:
particulars:
(1) the name of the Company;
(1) the name of the Company;
(2) the date of registration and incorporation
(2) the date of registration and of the Company;
incorporation of the Company;
(3) the class of shares, par value
(3) the class of shares, par value and number of shares it represents;
and number of shares it represents;
(4) the share certificate number;
(4) the share certificate number;
(5) other matters required to be stated
(5) other matters required to be therein by the Company Law, Special
stated therein by the Company Law, Regulations and the stock exchange(s)
Special Regulations and the stock on which the Company's shares are
exchange(s) on which the Company's listed.
shares are listed.
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Article 38 Share certificates of Article 38 Article 34 Share certificates
the Company may be assigned, given of the Company may be assigned, given
as a gift, inherited or charged in as a gift, inherited or pledged charged
accordance with relevant provisions in accordance with relevant provisions
of laws, administrative regulations of laws, administrative regulations
and these Articles of Association. and these Articles of Association.
For assignment and transfer of share
For assignment and transfer of share certificates , and relevant registration
certificates, relevant shall be carried out with the share
registration shall be carried out registration institution authorized
with the share registration institution by the Company.
authorized by the Company.
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Article 40 The Company shall not Article 40 The Company shall not accept
accept any pledge being created over any pledge being created over its
its own shares. own shares.
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Article 41 During their terms of Article 41 During their terms of office,
office, directors, supervisors, president, directors, supervisors, president,
vice presidents and other senior vice presidents and other senior officers
officers shall report periodically shall report periodically to the Company
to the Company their their
shareholdings in the Company and shareholdings in the Company and the
the change of such change of such
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
shareholdings. The transfer of shares shareholdings. The transfer of shares
by such personnel shall be conducted by such personnel shall be conducted
in accordance with the law, regulations in accordance with the law, regulations
and/or relevant provisions of the and/or relevant provisions of the
Listing Rules. Listing Rules.
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Article 42 Should the Company's directors, Article 42 Should the Company's directors,
supervisors, president, vice president, supervisors, president, vice president,
other senior management personnel other senior management personnel
and shareholders holding more than and shareholders holding more than
5% of the Company's shares sell their 5% of the Company's shares sell their
shares in the Company within 6 months shares in the Company within 6 months
from the date of purchase of the from the date of purchase of the same,
same, or repurchase the Company's or repurchase the Company's shares
shares within 6 months from the date within 6 months from the date of selling
of selling the same, the profits the same, the profits derived from
derived from such activities shall such activities shall be vested in
be vested in the Company. The Company's the Company. The Company's Board of
Board of Directors shall recover Directors shall recover from the aforementioned
from the aforementioned parties the parties the gains derived therefrom,
gains derived therefrom, except that except that the six-month time limit
the six-month time limit with respect with respect to the sale of such shares
to the sale of such shares shall shall not apply to any holding 5%
not apply to any holding 5% or more or more of the shares of the Company
of the shares of the Company by any by any securities company as a result
securities company as a result of of its purchase of remaining shares
its purchase of remaining shares sold under an underwriting obligation.
sold under an underwriting obligation.
Should the Company's Board of Directors
Should the Company's Board of Directors not comply with the provision set
not comply with the provision set forth in the preceding paragraph and
forth in the preceding paragraph act accordingly, the shareholders
and act accordingly, the shareholders shall have the right to request the
shall have the right to request the Board of Directors to duly act in
Board of Directors to duly act in accordance with the same within 30
accordance with the same within 30 days. Should the Company's Board of
days. Should the Company's Board Directors not act in accordance with
of Directors not act in accordance the same within the aforementioned
with the same within the aforementioned period, the shareholders shall have
period, the shareholders shall have the right to initiate proceedings
the right to initiate proceedings at a People's Court directly in his/her
at a People's Court directly in his/her own name for the interests of the
own name for the interests of the Company.
Company.
Should the Company's Board of Directors
Should the Company's Board of Directors not comply with the provision set
not comply with the provision set forth in the first paragraph and act
forth in the first paragraph and accordingly, the responsible Directors
act accordingly, the responsible shall assume joint liability in accordance
Directors shall assume joint liability with the law.
in accordance with the law.
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Article 49 When the Company intends Article 49 When the Company intends
to convene a shareholders' general to convene a shareholders' general
meeting, distribute dividends, liquidate meeting, distribute dividends, liquidate
and engage in other activities that and engage in other activities that
involve determination of shareholding, involve determination of shareholding,
the board of directors or the convener the board of directors or the convener
of the shareholders' general meeting of the shareholders' general meeting
shall decide on a date for the record shall decide on a date for the record
of shareholding. of shareholding. Shareholders
Shareholders whose names are registered whose names are registered on the
on the share share register after the
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
register after the closing of the closing of the market on such date
market on such date shall be the shall be the Company's shareholders
Company's shareholders with the entitlement with the entitlement to the relevant
to the relevant rights. Should the rights. Should the Articles of Association
Articles of Association have contrary have contrary requirements, the Company
requirements, the Company shall comply shall comply with such requirements.
with such requirements.
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Article 52 Where the Company has Article 52 Where the Company has issued
issued a replacement share certificate a replacement share certificate pursuant
pursuant to the Articles of Association to the Articles of Association and
and a bona fide purchaser acquires a bona fide purchaser acquires or
or becomes the registered owner of becomes the registered owner of such
such shares, his name (title) shall shares, his name (title) shall not
not be removed be removed
from the register of shareholders. from the register of shareholders.
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Article 53 The Company shall not Article 53 The Company shall not be
be liable for any damages sustained liable for any damages sustained by
by any person by reason of the cancellation any person by reason of the cancellation
of the original share certificate of the original share certificate
or the issuance of the replacement or the issuance of the replacement
share certificate unless the claimant share certificate unless the claimant
is able to prove that the is able to prove that the
Company has acted in a fraudulent Company has acted in a fraudulent
manner. manner.
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CHAPTER 7 SHAREHOLDERS' RIGHTS AND OBLIGATIONS
Article 45 When the Company intends
to convene a shareholders' general
meeting, distribute dividends, liquidate
and engage in other activities that
involve determination of shareholding,
the board of directors or the convener
of the shareholders' general meeting
shall decide on a date for the record
of shareholding. Shareholders whose
names are registered on the share
register after the closing of the
market on such date shall be the Company's
shareholders with the entitlement
to the relevant rights. Should the
Articles of Association have contrary
requirements, the Company shall comply
with such requirements.
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Article 55 Holders of the ordinary Article 55 Article 46 Holders of the
shares of the Company shall enjoy ordinary shares of the Company shall
the following rights: enjoy the following rights:
(1) the right to receive dividends (1) the right to receive dividends
and other distributions in proportion and other distributions in proportion
to the number of shares held; to the number of shares held;
(2) the right to request to convene, (2) the right to request to convene,
convene, preside over, attend or convene, preside over, attend or appoint
appoint a proxy to attend shareholders' a proxy to attend shareholders' general
general meetings and to vote thereat meetings and to speak andvote thereat
in proportion to the number of in proportion to the
shares in their possession pursuant number of shares in their possession
to the laws; pursuant to the laws;
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(3) the right of supervisory management (3) the right of supervisory management
over the Company's business operations over the Company's business operations
and the right to present proposals and the right to present proposals
or to raise queries; or to raise queries;
(4) the right to transfer, donate (4) the right to transfer, donate
or pledge the shares in their possession or pledge the shares in their possession
in accordance with laws, administrative in accordance with laws, administrative
regulations and provisions of the regulations and provisions of the
Articles of Association; Articles of Association;
(5) the right to obtain relevant (5) the right to obtain relevant information
information in accordance with the in accordance with the provisions
provisions of the Articles of Association, of the Articles of Association, including:
including:
(i) the right to obtain a copy of
(i) the right to obtain a copy of the Articles of Association, subject
the Articles of Association, subject to payment of costs;
to payment of costs;
(ii) the right to inspect, and copy,
(ii) the right to inspect and copy, subject to after payment of a reasonable
subject to payment of a reasonable fee:
fee:
(a) all parts of the register of shareholders;
(a) all parts of the register of
shareholders; (b) personal particulars of each of
the Company's directors, supervisors,
(b) personal particulars of each president, vice presidents and other
of the Company's directors, supervisors, senior officers, including:
president, vice presidents and other
senior officers, including: (aa) present and former name and alias;
(bb) principal address (place of residence);
(aa) present and former name and (cc) nationality;
alias; (bb) principal address (place (dd) primary and all other part-time
of residence); (cc) nationality; occupations and duties; (ee) identification
(dd) primary and all other part-time documents and the numbers thereof;
occupations and duties; (ee) identification
documents and the numbers thereof;
(c) report on the state of the Company's
share capital;
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(d) reports showing the aggregate (c) report on the state of the Company's
par value, quantity, highest and share capital;
lowest price paid in respect of each
class of shares repurchased by the (d) reports showing the aggregate
Company since the end of the last par value, quantity, highest and lowest
accounting year and the aggregate price paid in respect of each class
amount paid by the Company for this of shares repurchased by the Company
purpose; since the end of the last accounting
year and the aggregate amount paid
(e) minutes of shareholders' general by the Company for this purpose;
meetings;
(e) (c) minutes of shareholders' general
(f) counterfoils of corporate bonds, meetings;
resolutions of the board of directors,
resolutions of the supervisory board, (f) (d) counterfoils of corporate
financial and accounting report; bonds, resolutions of the board of
directors, resolutions of the supervisory
(6) in the event of the termination board, financial and accounting report;
or liquidation of the Company, the
right to participate in the distribution (6) in the event of the termination
of surplus assets of the Company or liquidation of the Company, the
in accordance with the number of right to participate in the distribution
shares held; of surplus assets of the Company in
accordance with the number of shares
(7) With respect to shareholders held;
who vote against any resolution adopted
at the shareholders' general meeting (7) With respect to shareholders who
on the merger or demerger of the vote against any resolution adopted
Company, the right to request the at the shareholders' general meeting
Company to acquire their shares; on the merger or demerger of the Company,
the right to request the Company to
(8) the right to file the proceedings acquire their shares;
with, and bring its claim against
a third party which has impaired (8) the right to file the proceedings
the benefits of the Company or infringed with, and bring its claim against
the lawful interests of the shareholders a third party which has impaired the
before, a People's Court in accordance benefits of the Company or infringed
with the Company law or other laws the lawful interests of the shareholders
and administrative regulations; before, a People's Court in accordance
with the Company law or other laws
(9) other rights conferred by laws, and administrative regulations;
administrative regulations, departmental
rules and regulations and the Articles (9) other rights conferred by laws,
of Association of the Company. administrative
regulations, departmental rules and
regulations and the Articles of Association
of the Company.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Where shareholders request for inspection
of the relevant information or demand
for materials as mentioned in the
preceding paragraphs, they shall provide
the Company with written documents
evidencing the class and number of
shares of the Company they hold. Upon
verification of the shareholder's
identity, the Company shall provide
information requested by such shareholder.
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Article 47 If the content of a resolution
of the shareholders' general meeting
or the board of directors of the Company
violates the laws or administrative
regulations, the shareholders shall
have the right to submit a petition
to the People's Court to render the
same invalid.
If the procedures for convening or
the method of voting at a shareholders'
general meeting or meeting of the
board of directors violate the laws,
administrative regulations or these
Articles of Association, or the contents
of a resolution violate these Articles
of Association, the shareholders shall
have the right to submit a petition
to the People's Court to revoke the
same within sixty (60) days from the
date on which such
resolution is passed.
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Article 48 Any director o r senior
officer who, when performing their
duties in the Company, violates the
laws, administrative regulations,
or the provisions contained in these
Articles of Association resulting
in causing losses to the Company,
the shareholders individually or jointly
holding 1% or more of the shares of
the Company for 180 consecutive days
or more shall have the right to request
in writing the supervisory committee
to initiate proceedings at a People's
Court. Where the supervisory committee,
when performing its duties in the
Company, violates the laws, administrative
regulations, or the provisions contained
in thes e Articles of Association
resulting in causing losses to the
Company, the shareholders shall
have the rights to request in writing
to the board of
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
directors to initiate proceedings
at a People's Court.
If the supervisory committee or the
board of directors refuses to initiate
proceedings upon receipt of the written
request of shareholders stated in
the preceding paragraph, or fails
to initiate such proceedings within
thirty (30) days from the date on
which such request is received, or
in case of emergency where failure
to initiate such proceedings immediately
will result in irreparable damage
to the Company's interests, the shareholders
described in the preceding paragraph
shall have the right to initiate proceedings
at a People's Court directly in their
own names in the interest of the Company.
If any person infringes the lawful
rights and interests of the Company,
thus causing any losses to the Company,
the shareholders described in the
first paragraph of this Article may
initiate proceedings at a People's
Court in accordance with the provisions
of the preceding two
paragraphs.
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Article 49 If any director or senior
officer violates the laws, administrative
regulations or these Articles of Association
resulting in causing harm to the interests
of the shareholders, the shareholders
may initiate
proceedings at a People's Court.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Article 59 In addition to the obligations Article 59 In addition to the obligations
imposed by laws and administrative imposed by laws and administrative
regulations or required by the listing regulations or required by the listing
rules of the stock exchange on which rules of the stock exchange on which
the Company's shares are listed, the Company's shares are listed, a
a controlling shareholder shall not controlling shareholder shall not
exercise his voting rights in respect exercise his voting rights in respect
of the following matters in a manner of the following matters in a manner
prejudicial to the interests of all prejudicial to the interests of all
or part of the shareholders of the or part of the shareholders of the
Company: Company:
(1) to relieve a director or supervisor (1) to relieve a director or supervisor
of his duty to act honestly in the of his duty to act honestly in the
best interests of the Company; best interests of the Company;
(2) to approve the expropriation (2) to approve the expropriation by
by a director or supervisor (for a director or supervisor (for his
his own benefit or for the benefit own benefit or for the benefit of
of another person) of the Company's another person) of the Company's assets
assets in any way, including (but in any way, including (but not limited
not limited to) opportunities which to) opportunities which are beneficial
are beneficial to the Company; to the Company;
(3) to approve the expropriation (3) to approve the expropriation by
by a director or supervisor (for a director or supervisor (for his
his own benefit or for the benefit own benefit or for the benefit of
of another person) of the individual another person) of the individual
rights of other shareholders, including rights of other shareholders, including
(but not limited to) rights to distributions (but not limited to) rights to distributions
and voting rights, save pursuant and voting rights, save pursuant to
to a restructuring which has been a restructuring which has been submitted
submitted for approval by the shareholders for approval by the shareholders in
in a general meeting in a general meeting in
accordance with the Articles of Association. accordance with the Articles of Association.
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Article 60 For the purpose of the Article 60 Article 53 For the purpose
foregoing Article, a "controlling of the foregoing Article, a A "controlling
shareholder" means a person who satisfies shareholder" means a shareholder who
any one of the following conditions: holds shares representing 50% or more
of the total share capital of the
(1) a person who, acting alone or Company; or a shareholder having sufficient
in concert with others, has the power voting right in respect of the shares
to elect more than half of the board he/she holds to pose a significant
of directors; influence on the resolutions of the
shareholders' general meetings despite
(2) a person who, acting alone or holding less than 50% of the total
in concert with others, has the power share capital of the Company. means
to exercise or to control the exercise a person who satisfies any one of
of 30% or more of the voting rights the following conditions :
in the Company;
(1) a person who, acting alone or
(3) a person who, acting alone or in concert with others, has the power
in concert with others, holds 30% to elect more than half of the board
or more of the issued and outstanding of directors;
shares of the Company;
(4) a person who, acting alone or (2) a person who, acting alone or
in concert with others, has de facto in concert with others, has
control of the Company in any other the power to exercise or to control
way. the exercise of 30% or more of the
voting rights in the Company;
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(3) a person who, acting alone or
in concert with others, holds 30%
or more of the issued and outstanding
shares of the Company;
(4) a person who, acting alone or
in concert with others, has de facto
control of the Company in any other
way.
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CHAPTER 8 SHAREHOLDERS' GENERAL MEETINGS
Article 61 The shareholders' general Article 61 The shareholders' general
meeting is the organ of authority meeting is the organ of authority
of the Company and shall exercise of the Company and shall exercise
its functions and powers in accordance its functions and powers in accordance
with law. with law.
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Article 62 The shareholders' general Article 62 Article 54 The shareholders'
meeting shall have the following general meeting is the organ of authority
functions and powers: of the Company, and shall have exercise
the following functions and powers
(1) to decide on the Company's operational in accordance with laws :
policies and investment plans;
(1) to decide on the Company's operational
(2) to elect and replace directors policies and investment plans;
(excluding the employee representative
director) and to decide on matters (2) to elect and replace directors
relating to the remuneration of directors; (excluding the employee representative
director) and to decide on matters
(3) to elect and replace supervisors relating to the remuneration of directors;
appointed from personnel who are
not representatives of the employees (3) to elect and replace supervisors
and to decide on matters relating appointed from personnel who are not
to the remuneration of supervisors; representatives of the employees and
to decide on matters relating to the
(4) to examine and approve the board remuneration of supervisors;
of directors' reports;
(4) to examine and approve the board
(5) to examine and approve the supervisory of directors' reports;
committee's reports;
(5) to examine and approve the supervisory
(6) to examine and approve the Company's committee's reports;
proposed preliminary and final annual
financial budgets; (6) to examine and approve the Company's
proposed preliminary and final annual
(7) to examine and approve the Company's financial budgets;
profit distribution plans and loss
recovery plans; (7) to examine and approve the Company's
profit distribution plans and loss
(8) to decide on the increase or recovery plans;
reduction of the Company's registered
capital; (8) to decide on the increase or reduction
of the Company's
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(9) to decide on matters such as registered capital;
merger, division, dissolution, liquidation
or change of the form of the Company; (9) to decide on matters such as merger,
division, dissolution, liquidation
(10) to decide on the issue of debentures or change of the form of the Company;
by the Company;
(10) to decide on the issue of debentures
(11) to decide on the appointment, by the Company;
dismissal and non- reappointment
of the accountants of the Company; (11) to decide on the appointment,
dismissal and non- reappointment of
(12) to amend the Articles of Association; the accountants of the Company;
(13) to resolve the material purchase (12) to amend the Articles of Association;
and sale of assets with a value in
excess of 30% of the most recent (13) to resolve the material purchase
audited total assets of the Company and sale of assets with a value in
during the year; excess of 30% of the most recent audited
total assets of the Company during
(14) to resolve issues relating to the year;
the provision of guarantee in favour
of third parties that must be approved (14) to resolve issues relating to
at the shareholders' general meeting the provision of guarantee in favour
in accordance with the laws, administrative of third parties that must be approved
regulations and Articles of Association; at the shareholders' general meeting
in accordance with the laws, administrative
(15) to consider and approve the regulations, other regulatory documents
variation of use of proceeds; and Articles of Association;
(16) to consider the shares incentive (15) to consider and approve the variation
program; of use of proceeds;
(17) to decide on other matters which, (16) to consider the shares incentive
according to law, administrative program and employee share ownership
regulation, departmental rules and plan ;
regulations or the Articles of Association,
need to be approved by shareholders (17) to decide on other matters which,
in general meetings; according to laws, administrative
regulation s , othe r regulatory documents
departmental rules and regulations
or the Articles of Association, need
to be approved by
shareholders in general meetings;
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Article 63 Any matters in relation Article 63 Article 55 Any matters
to the provision of guarantee in in relation to the provision of guarantee
favour of third parties by the Company in favour of third parties by the
shall be approved by the board of Company shall be approved by the board
directors. The following matters of directors. The following matters
relating to the provision of guarantee relating to the provision of guarantee
shall be submitted to the shareholders' shall be submitted to the shareholders'
general meetings for examination general meetings for
and examination and approval after the
approval after the same have been same have been
considered by the board
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
of directors: considered by the board of directors:
(1) Any guarantee to be provided (1) Any guarantee to be provided by
by the Company and its controlling the Company and its controlling subsidiaries,
subsidiaries, with the total amount with the total amount of the guarantee
of the guarantee provided in favour provided in favour of third parties
of third parties that reaches or that reaches or exceeds 50% of the
exceeds 50% of the most recent audited most recent audited net assets;
net assets;
(2) guarantees to be provided in favour
(2) guarantees to be provided in of an entity which is subject to a
favour of an entity which is subject gearing ratio of over 70%; any guarantee
to a gearing ratio of over 70%; provided by the Company in favour
of third parties with the total amount
(3) any single guarantee with an of the guarantee exceeds 30% of the
amount which exceeds 10% of the most most recent audited total assets;
recent audited net asset value of
the Company; (3) any single guarantee with an amount
which exceeds 10% of the most recent
(4) guarantees to be provided in audited net asset value of the Company
favour of any shareholder, person ;any guarantee provided by the Company
who exercises effective control over within one year with the amount of
the Company and its affiliates; guarantee exceeds 30% of the most
recent audited total assets;
(5) any guarantee provided by the
Company in favour of third parties (4) guarantees to be provided in favour
with the total amount of the guarantee of any shareholder, person who exercises
reaches or exceeds 30% of the most effective control over the Company
recent audited total assets; and its affiliates; guarantees to
be provided in favour of an entity
(6) matters relating to the provision which is subject to a gearing ratio
of guarantee that need to be submitted of over 70%;
to the shareholders' general meeting
for examination and approval as required (5) any guarantee provided by the
by other laws and regulations and Company in favour of third parties
the Articles of Association of the with the total amount of the guarantee
Company. reaches or exceeds 30% of the most
recent audited total assets; any single
If a director, president, vice president guarantee with an amount which exceeds
and other senior management personnel 10% of the most recent audited net
commits any act in breach of the asset value;
provisions governing the authority
in respect of the examination and (6) guarantees to be provided in favour
approval of, and the examination of any shareholder, person who exercises
procedures in relation to, the provision effective control over the Company
of guarantee in favour of a third and its affiliates;
party under the laws, administrative
regulations or the Articles of Association (7) matters relating to the provision
of the Company, which results in of guarantee that need to be submitted
causing the Company to suffer from to the shareholders' general meeting
loss, such director, president, vice for examination and approval as required
president and senior management personnel by other laws and regulations and
shall be liable for indemnity and the Articles of Association of the
the Company may bring an action against Company.
the same in accordance with the law.
If a director, president, vice president
and other senior
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
management personnel commits any act
in breach of the provisions governing
the authority in respect of the examination
and approval of, and the examination
procedures in relation to, the provision
of guarantee in favour of a third
party under the laws, administrative
regulations or the Articles of Association
of the Company, which results in causing
the Company to suffer from loss, such
director, president, vice president
and senior management personnel shall
be liable for indemnity and the Company
may bring an action against the same
in accordance with the law.
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Article 64 Matters which should be Article 64 Article 56 Matters which
determined at a shareholders' general should be determined at a shareholders'
meeting as stipulated by the laws, general meeting as stipulated by the
administrative regulations and these laws, administrative regulations and
Articles of Association must be considered these Articles of Association must
at a shareholders' general meeting be considered at a shareholders' general
in order to protect the right of meeting in order to protect the right
the Company's shareholders to make of the Company's shareholders to make
decision over such matters. When decision over such matters. When necessary
necessary or under reasonable circumstances, or under reasonable circumstances,
the shareholders' general meeting the shareholders' general meeting
may authorize the board of directors may authorize the board of directors
to make a decision within its scope to make a decision within its scope
of authorization granted at a shareholders' of authorization granted at a shareholders'
general meeting on specific issues general meeting on specific issues
which are related to matters to be which are related to matters to be
resolved but cannot be determined resolved but cannot be determined
immediately at the shareholders' immediately at the shareholders' general
general meeting. meeting.
With respect to granting authorization With respect to granting authorization
to the board of directors at the to the board of directors at the shareholders'
shareholders' general meeting, if general meeting, if a matter for authorization
a matter for authorization is the is the matter subject to an ordinary
matter subject to an ordinary resolution, resolution, such authorization shall
such authorization shall be adopted be adopted by more than half more
by more than one- half (1/2) (exclusive than one- half (1/2) (exclusive of
of one-half) of the voting rights one-half) of the voting rights held
held by shareholders (including their by shareholders (including their agents)
agents) attending the shareholders' attending the shareholders' general
general meeting; if a matter for meeting; if a matter for authorization
authorization is the matter subject is the matter subject to special resolution,
to special resolution, such authorization such authorization shall be adopted
shall be adopted by more than two-thirds by more than two-thirds (2/3) of the
(2/3) of the voting rights held by voting rights held by shareholders
shareholders (including their agents) (including their agents) attending
attending the shareholders' general the shareholders' general meeting.
meeting. The content of the scope The content of the scope of authorization
of authorization shall be clear and shall be clear and
specific. specific.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Article 65 The Company shall not, Article 65 The Company shall not,
without the prior approval of shareholders without the prior approval of shareholders
in a general meeting, enter into in a general meeting, enter into any
any contract with any person (other contract with any person (other than
than a director, supervisor, president, a director, supervisor, president,
vice presidents and other senior vice presidents and other senior officers)
officers) pursuant to which such pursuant to which such person shall
person shall be responsible for the be responsible for the management
management and administration of and administration of the
the whole or any substantial part of the
whole or any substantial part of Company's business.
the Company's business.
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Article 67 Where the Company convenes Article 67 Where the Company convenes
an annual general meeting, a written an annual general meeting, a written
notice of the meeting shall be given notice of the meeting shall be given
to the shareholders entitled to attend to the shareholders entitled to attend
this general meeting 20 days prior this general meeting 20 days prior
to the date of the meeting. Where to the date of the meeting. Where
the Company convenes an extraordinary the Company convenes an extraordinary
general meeting, a written notice general meeting, a written notice
of the meeting shall be given to of the meeting shall be given to the
the shareholders entitled to attend shareholders entitled to attend this
this general meeting 15 days prior general meeting 15 days prior to the
to the date of the meeting. date of the meeting.
If it is otherwise provided in the If it is otherwise provided in the
laws, administrative regulations, laws, administrative regulations,
departmental rules and the securities departmental rules and the securities
regulatory authorities or stock exchanges regulatory authorities or stock exchanges
in the jurisdictions where the shares in the jurisdictions where the shares
of the Company are listed, such requirements of the Company are listed, such requirements
shall prevail. shall prevail.
However, the conversing of a shareholders' However, the conversing of a shareholders'
general meeting shall not be subject general meeting shall not be subject
to the above notice period requirements to the above notice period requirements
of all of the promoter shareholders of all of the promoter shareholders
shall have agreed in shall have agreed in
writing. writing.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Article 58 The board of directors
shall convene a shareholders' general
meeting within the time limit as stipulated
in Article 57 of these Articles of
Association.
The independent directors, the supervisory
committee or shareholders who separately
or jointly hold shares of the Company
in excess of 10% shall have the right
to propose to the board of directors
and request for convening an extraordinary
general meeting. The following procedures
shall be adopted should the independent
directors, the supervisory committee,
shareholders who separately or jointly
hold shares of the Company in excess
of 10% propose to the board of directors
and request for convening of an extraordinary
general meeting:
(1) Sign a copy, or several copies,
of written request in the same form
and substance, and request the board
of directors to convene a meeting,
with clearly stated topics for discussion
at the meeting. Within 10 days of
receiving the aforesaid written request,
the board of directors shall reply
in writing on whether or not they
agree to convene the meeting.
(2) Should the board of directors
agree to convene the meeting, a notice
for convening such meeting shall be
issued within 5 days after the board
of directors has passed the resolution.
Prior approval for making amendment
to the original proposal contained
in the notice shall be obtained from
the original proposer.
(3) Should the board of directors
not agree to convene the meeting as
proposed by the independent directors,
it shall state its reasons and issue
an announcement of the same.
(4) Should the board of directors
not agree to convene the meeting as
proposed by the supervisory committee,
or not provide any reply within 10
days upon receipt of
the said request, the board of directors
is deemed to be
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
unable to perform or failed to perform
its duties in respect of convening
such meeting. The supervisory committee
may convene and preside over the meeting
by itself. The procedures for convening
such meeting shall be identical to
those employed by the board of directors
for convening a meeting as far as
practicable.
(5) Should the board of directors
not agree to convene the meeting as
proposed by the shareholders, or not
provide any reply within 10 days upon
receipt of the said request, the shareholders
shall propose to the supervisory committee
in writing to convene the meeting.
Should the supervisory committee
agree to convene the meeting, it shall
issue a notice for convening the meeting
within 5 days upon receipt of the
said request. Prior approval for making
amendment to the original proposal
contained in the notice shall be obtained
from the original proposer.
Should the supervisory committee
not issue a notice for the meeting
within the stipulated period, the
supervisory committee shall be deemed
to not convene and preside over such
meeting and shareholders who separately
or jointly hold 10% or more of the
Company's shares for a consecutive
90 days or more may convene and preside
over the said meeting themselves (Prior
to the announcement of the resolutions
adopted at the meeting, the shares
held by the convening shareholders
shall not be less than 10% of the
total number of shares). The procedures
for convening such meeting shall be
identical to those employed by the
board of directors for convening a
meeting as far as practicable.
Should the supervisory committee
or the shareholders convene and hold
a meeting by itself/themselves pursuant
to the preceding paragraphs, it/they
shall inform the board of directors
in writing, and file the same with
the relevant competent departments
in accordance with the
applicable requirements. The board
of directors and the
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
secretary to the board of directors
shall provide assistance in connection
with the meeting. The board of directors
shall provide the share register.
The Company shall bear all reasonable
costs incurred by the meeting.
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Article 62 Where the Company convenes
an annual general meeting, a written
notice of the meeting shall be given
to the shareholders entitled to attend
this general meeting 20 days prior
to the date of the meeting. Where
the Company convenes an extraordinary
general meeting, a written notice
of the meeting shall be given to the
shareholders entitled to attend this
general meeting 15 days prior to the
date of the meeting.
If it is otherwise provided in the
laws, administrative regulations,
other regulatory documents and the
securities regulatory authorities
or stock exchanges in the jurisdictions
where the shares of the Company are
listed, such requirements shall prevail.
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Article 71 A notice of a meeting Article 71 Article 63 A notice of
of the shareholders of the Company a meeting of the shareholders of the
shall satisfy the following criteria: Company shall satisfy the following
criteria : The notice of a shareholder's
(1) be in writing; general meeting shall include the
following information:
(2) specify the place, date and time
of the meeting; (1) the time, the venue and the duration
of the meeting;
(3) state the matters to be discussed
at the meeting; (2) matters and proposals submitted
to the meeting for consideration;
(4) provide such information and
explanation as are necessary for (3) contain a conspicuous statement
the shareholders to make an informed that: all shareholders are entitled
decision on the proposals put before to attend the shareholders' general
them. Without limiting the generality meeting, and may appoint proxies in
of the foregoing principle, where writing to attend the meeting and
a proposal is made to amalgamate vote on their behalf. A proxy need
the Company with another, to repurchase not be a shareholder of the Company;
the shares of the Company, to reorganise
its share capital, or to restructure (4) the record date of shareholding
the Company in any other way, the for determining the entitlement of
terms of the proposed transaction shareholders to attend the shareholders'
must be provided in detail together general meeting;
with copies of the proposed agreement,
if any, and the cause and effect (5) the name and telephone number
of such proposal must be properly of the standing
explained;
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(5) contain a disclosure of the nature contact person for meeting affairs;
and extent, if any, of the material
interests of any director, supervisor, (6) the voting time and voting procedures
president, vice presidents and other for online voting or other means of
senior officers in the proposed transaction voting.
and the effect which the proposed
transaction will have on them in (1) be in writing;
their capacity as shareholders insofar
as it is different from the effect
on the interests of
shareholders of the same class;
(2) specify the place, date and time
of the meeting;
(6) contain the full text of any
special resolution to be proposed (3) state the matters to be discussed
at the meeting; at the meeting;
(7) contain a conspicuous statement (4) provide such information and explanation
that a shareholder entitled to attend as are necessary for the shareholders
and vote at such meeting is entitled to make an informed decision on the
to appoint one (1) or more proxies proposals put before them. Without
to attend and vote at such meeting limiting the generality of the foregoing
on his behalf and that a proxy need principle, where a proposal is made
not be a shareholder; to amalgamate the Company with another,
to repurchase the shares of the Company,
(8) specify the time and place for to reorganise its share capital, or
lodging proxy forms for the relevant to restructure the Company in any
meeting. other way, the terms of the proposed
transaction must be provided in detail
together with copies of the proposed
agreement, if any, and the cause and
effect of such proposal must be properly
explained;
(5) contain a disclosure of the nature
and extent, if any, of the material
interests of any director, supervisor,
president, vice presidents and other
senior officers in the proposed transaction
and the effect which the proposed
transaction will have on them in their
capacity as shareholders insofar as
it is different from the effect on
the interests of shareholders of the
same class;
(6) contain the full text of any special
resolution to be proposed at the meeting;
(7) contain a conspicuous statement
that a shareholder entitled to attend
and vote at such meeting is entitled
to appoint one (1) or more proxies
to attend and vote at such meeting
on his behalf and that a proxy need
not be a
shareholder;
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(8) specify the time and place for
lodging proxy forms for the relevant
meeting.
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Article 64 In the event that the
election of directors and supervisors
is to be discussed at a shareholders'
general meeting, the notice of the
shareholders' general meeting shall
fully disclose the details of candidates
for the directors and supervisors
in accordance with the relevant
requirements.
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Article 72 Notice of shareholders' Article 72 Article 65 Notice of shareholders'
general meeting shall be served on general meeting shall be served on
the shareholders (whether or not the shareholders (whether or not such
such shareholder is entitled to vote shareholder is entitled to vote at
at the meeting), by personal delivery the meeting), by way of announcement
or by prepaid mail to the address or other ways provided in Article
of the shareholder as shown in the 212. Where a notice is served by
register of shareholders. way of announcement, upon the publication
of such announcement, all relevant
For the holders of A shares, notice persons shall be deemed to have received
of the meetings may be issued by the notice. personal delivery or by
way of public announcement. Such prepaid mail to the address of the
public announcement shall be published shareholder as shown in the register
in one (1) or more national newspapers of shareholders.
designated by the securities authority
of the State Council; after the publication For the holders of A shares, notice
of such announcement, all holders of the meetings may be issued by way
of A shares shall be deemed to have of public announcement. Such public
received the notice of the relevant announcement shall be published in
shareholders' meeting. one (1) or more national newspapers
designated by the securities authority
For holders of Overseas-Listed Foreign of the State Council; after the publication
Shares, subject to compliance with of such announcement, all holders
the laws and regulations and the of A shares shall be deemed to have
relevant listing rules of the jurisdictions received the notice of the relevant
where the shares of the Company are shareholders' meeting.
listed, the notice of shareholders'
general meeting may also be issued For holders of Overseas-Listed Foreign
by other means as specified in Article Shares, subject to compliance with
231 herein. the laws and regulations and the relevant
listing rules of the jurisdictions
where the shares of the Company are
listed, the notice of shareholders'
general meeting may also be issued
by other means as specified in
Article 231 herein.
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Article 73 The accidental omission Article 73 The accidental omission
to give notice of a meeting to, or to give notice of a meeting to, or
the failure to receive the notice the failure to receive the notice
of a meeting by, any person entitled of a meeting by, any person entitled
to receive such notice shall not to receive such notice shall not
invalidate the meeting and the resolutions invalidate the meeting and the resolutions
adopted thereat. adopted thereat.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Article 66 When notice of a shareholders'
general meeting is dispatched, the
shareholders' general meeting shall
not be postponed or cancelled without
proper reasons and the proposals stated
in the notice of the shareholders'
general meeting shall not be cancelled.
In the event that the shareholders'
general meeting is postponed or cancelled,
the convener shall make an announcement
at least two business days prior to
the originally scheduled date of convening
the shareholders'
general meeting and expatiate on
the reasons.
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Article 67 All ordinary shareholders
registered on the record date of shareholding
or their proxies shall be entitled
to attend the shareholders' general
meeting and exercise their voting
rights in accordance with the relevant
laws, regulations and these Articles
of
Association.
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Article 74 Any shareholder who is Article 74 Article 68
entitled to attend and vote at a
general meeting of the Company shall Shareholders may attend the shareholders'
be entitled to appoint one (1) or general meeting in person or appoint
more persons (whether such person a proxy (whether or not such person
is a shareholder or not) as his proxies is a shareholder) to attend and vote
to attend and vote on his behalf, on their behalf.
and a proxy so appointed shall be
entitled to exercise the following Any shareholder who is entitled to
rights pursuant to the authorization attend and vote at a general meeting
from that shareholder: of the Company shall be entitled to
appoint one (1) or more persons (whether
(1) the shareholders' right to speak such person is a shareholder or not)
at the meeting; as his proxies to attend and vote
on his behalf, and a proxy so appointed
(2) the right to demand or join in shall be entitled to exercise the
demanding a poll; following rights pursuant to the authorization
from that shareholder:
(3) unless otherwise required by
the applicable listing rules or other (1) the shareholders' right to speak
securities laws and regulations, at the meeting;
the right to vote by hand or on a
poll, but a proxy of a shareholder (2) the right to demand or join in
who has appointed more than one (1) demanding a poll;
proxy may only vote on a poll.
(3) unless otherwise required by the
If the shareholder is the recognized applicable listing rules or other
clearing house defined by the applicable securities laws and regulations, the
listing rules or other securities right to vote by hand or on a poll,
laws and regulations, such shareholder but a proxy of a shareholder who has
is entitled to appoint one or more appointed more than one (1) proxy
persons as his proxies to attend may only vote on a poll.
on his behalf at a general meeting
or at any class meeting, but, if
one or more
persons have such authority, the
letter of authorization shall
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Amended Articles
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of Association that no amendment has been made)
(January 2023)
contain the number and class of the If the shareholder is the recognized
shares in connection with such authorization. clearing house defined by the applicable
Such person can exercise the right listing rules or other securities
on behalf of the recognized clearing laws and regulations, such shareholder
house (or its attorney) as if he is entitled to appoint one or more
is an individual shareholder of the persons as his proxies to attend on
Company. his behalf at a general meeting or
at any class meeting, but, if one
or more persons have such authority,
the letter of authorization shall
contain the number and class of the
shares in connection with such authorization.
Such person can exercise the rights
equivalent to the rights of other
shareholders of the Company on behalf
of the recognized clearing house (or
its attorney) as if he is an individual
shareholder of the
Company, including the right to speak
and to vote .
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Article 76 The instrument appointing Article 76 Article 70 The instrument
a voting proxy and, if such instrument appointing a voting proxy and, if
is signed by a person under a power such instrument If the instrument
of attorney or other authority on appointing a voting proxy is signed
behalf of the appointor, a notary by a person under a power of attorney
certified copy of that power of attorney or other authority on behalf of the
or other authority shall be deposited appointor, such power of attorney
at the premises of the Company or or other authority shall be notarially
at such other place as is specified certified. A a notary certified copy
for that purpose in the notice convening of that power of attorney or other
the meeting, not less than twenty-four authority shall, together with the
(24) hours before the time for holding instrument appointing the voting proxy,
the meeting at which the proxy propose be deposited at the premises of the
to vote or the time appointed for Company or at such other place as
the passing of the resolution. is specified for that purpose in the
notice convening the meeting, not
If the appointor is a legal person, less than twenty-four (24) hours before
its legal representative or such the time for holding the meeting at
person as is authorized by resolution which the proxy propose to vote or
of its board of directors or other the time appointed for the passing
governing body may attend any meeting of the resolution .
of shareholders of the Company as
a representative of the appointor. If the appointor is a legal person,
its legal representative or such person
as is authorized by resolution of
its board of directors or other governing
body may attend any meeting of shareholders
of the Company as a representative
of the
appointor.
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Article 77 Any form issued to a shareholder Article 77 Article 71 Any form issued
by the directors for use by such to a shareholder by the directors
shareholder for the appointment of for use by such shareholder for the
a proxy to attend and vote at meetings appointment of a proxy to attend and
of the Company shall be such as to vote at meetings of the Company shall
enable the shareholder to freely be such as to enable the shareholder
instruct the proxy to vote in favour to freely instruct the proxy to vote
of or against the motions and provide in favour of or against the motions
shareholders with opportunities of and provide shareholders with opportunities
instructing the proxy to vote on of instructing the proxy to vote on
each individual matter to be voted each individual matter to be voted
on at the on at the
meeting. Such a form shall contain meeting. The authorization letter
a statement that, in the issued by shareholders
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
absence of specific instructions to appoint other persons to attend
from the shareholder, the proxy may the shareholders' general meeting
vote as he thinks fit. shall clearly state the followings:
(1) the name of the proxy;
(2) whether the proxy has the right
to vote;
(3) the respective instruction of
voting "for", "against" or "abstain"
for each resolution in the agenda
of the shareholders' general meeting;
(4) date of signing the proxy form
and the effective period;
(5) signature (or seal) of the principal.
If the principal is a corporate shareholder,
the seal of the corporate shall be
affixed.
Such a form shall contain a statement
that, in the absence of specific instructions
from the shareholder, specifies whether
the proxy may vote as he thinks fit.
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Article 78 A vote given in accordance Article 78 A vote given in accordance
with the terms of a proxy shall be with the terms of a proxy shall be
valid notwithstanding the death or valid notwithstanding the death or
loss of capacity of the appointor loss of capacity of the appointor
or revocation of the proxy or the or revocation of the proxy or the
authority under which the proxy was authority under which the proxy was
executed, or the transfer of the executed, or the transfer of the shares
shares in respect of which the proxy in respect of which the proxy is given,
is given, provided that the Company provided that the Company did not
did not receive any written notice receive any written notice in respect
in respect of such matters before of such matters before the commencement
the commencement of the relevant meeting.
of the relevant meeting.
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Article 79 In the course of considering Article 79 In the course of considering
matters relating to connected transactions matters relating to connected transactions
at a shareholders' general meeting, at a shareholders' general meeting,
the connected shareholders shall the connected shareholders shall abstain
abstain from voting. The number of from voting. The number of shares
shares carrying the voting rights carrying the voting rights held by
held by such shareholders shall be such shareholders shall be excluded
excluded from the total number of from the total number of valid votes.
valid votes. The voting result of The voting result of the non-connected
the non-connected shareholders shall shareholders shall be fully disclosed
be fully disclosed in the announcement in the announcement of the resolution
of the resolution of the shareholders' of the shareholders' general meeting.
general meeting.
The said connected shareholders means
The said connected shareholders means the following
the following
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
shareholders: shareholders who are shareholders: shareholders who are
connected parties or, in case of connected parties or, in case of non-connected
non-connected parties, persons who parties, persons who have material
have material interests in transactions interests in transactions pending
pending for resolution or their associates for resolution or their associates
pursuant to the applicable securities pursuant to the applicable securities
listing rules as amended from time listing rules as amended from time
to time. to time.
---------------------------------------------------
Article 80 If an individual shareholder Article 80 Article 72 If an individual
appoints a proxy to attend the shareholders' shareholder attends the meeting in
general meeting, such proxy shall person, he/she shall present his/her
present his/her own identification identity card or other valid documents
documents and the power of attorney or certificates showing his/her identity
signed by the appointor. If the legal and the shareholding certificate.
representative of a legal person If an individual shareholder appoints
shareholder appoints a proxy to attend a proxy to attend the shareholders'
the shareholders' general meeting, general meeting, such proxy shall
such proxy shall present his/her present his/ her own identification
own identification documents and documents and the power of attorney
the power of attorney signed by the signed by the appointor. Legal person
legal representative. If a person shareholders shall be represented
is authorized by resolution to attend at the meeting by the legal representative
the shareholders' general meeting or the proxy appointed by the legal
upon resolutions at the board of representative. If the legal representative
directors of a legal person shareholder attends the meeting, he/she shall
or other decision making authority, present his/her identity card and
such person shall present his/her a valid certificate proving his/her
own identification documents and qualification as a legal representative.
the written authorization issued If the legal representative of a legal
upon resolution by the board of directors person shareholder appoints a proxy
of the legal person shareholder or to attend the shareholders' general
other decision making authority with meeting, such proxy shall present
the legal person seal affixed thereon. his/her own identification documents
The letter of authorization shall and the power of attorney signed by
specify its date of issue. the legal representative. If a person
is authorized by resolution to attend
the shareholders' general meeting
upon resolutions at the board of directors
of a legal person shareholder or other
decision making authority, such person
shall present his/her own identification
documents and the written authorization
issued upon resolution by the board
of directors of the legal person shareholder
or other decision making authority
with the legal person seal affixed
thereon.
The letter of authorization shall
specify its date of issue.
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Article 81 The Company's board of Article 81 Article 73 In the event
directors, independent directors that the The Company's board of directors,
and shareholders who have satisfied independent directors and , shareholders
certain conditions (which are determined who have satisfied certain conditions
based on such standards as promulgated (which are determined based on such
from time to time by the relevant standards as promulgated from time
competent authorities) may publicly to time by the relevant competent
solicit the voting rights from shareholders authorities) or investor protection
at a shareholders' general meeting. institutions established in accordance
In soliciting voting rights of shareholders, with laws and regulations publicly
information such as specific request the shareholders to
voting intention shall be sufficiently entrust them to exercise the proposal
disclosed to the rights, voting rights
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
shareholders from whom voting rights and other shareholders' rights on
are being solicited. Consideration their behalf, the solicitor shall
or de facto consideration for solicitation disclose the soliciting announcement
of voting rights is prohibited. The and relevant soliciting documents
Company may not propose any minimum in accordance with the laws and regulations,
shareholding restriction on the solicitation and the Company shall cooperate. Consideration
of voting rights. Any person who or de facto consideration for soliciting
publicly solicits voting rights from the shareholders' rights publicly
the shareholders of the Company shall is prohibited. may publicly solicit
also comply with other provisions the voting rights from shareholders
stipulated by the relevant competent at a shareholders' general meeting.
authorities and the stock exchanges In soliciting voting rights of shareholders,
on which the shares of the Company information such as specific voting
are listed and traded. intention shall be sufficiently disclosed
to the shareholders from whom voting
rights are being solicited. Consideration
or de facto consideration for solicitation
of voting rights is prohibited. The
Company may not propose any minimum
shareholding restriction on the solicitation
of voting rights. Any person who publicly
solicits voting rights from the shareholders
of the Company to entrust him/her
to exercise the proposal right, voting
right and other shareholders' rights
on their behalf shall also comply
with other provisions stipulated by
the relevant competent authorities
and the stock exchanges on which the
shares of
the Company are listed and traded.
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Article 74 The Chairman of the board
of directors shall preside over and
chair every shareholders' general
meeting. If the Chairman is unable
to or does not perform his/her duties,
the vice-chairman of the board of
directors shall preside over and chair
the meeting. If the vice-chairman
of the board of directors is unable
to or does not perform his/her duties,
a director jointly elected by more
than half of the number of directors
shall preside over and chair the meeting.
If more than half of the number of
directors are unable to elect a director
to preside over and chair the meeting,
then shareholders present at the meeting
may elect one (1) person to act as
the chairman of the meeting. If for
any reason, the shareholders fail
to elect a chairman, then the shareholder
(including a proxy) holding the largest
number of shares carrying the right
to vote thereat shall be the chairman
of the meeting.
A shareholders' general meeting convened
by the
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
supervisory committee on their own
shall be presided by the chairman
of the supervisory committee. If the
chairman of the supervisory committee
is unable to or does not perform his/her
duties, a supervisor jointly elected
by more than half of the number of
supervisors shall preside over the
said meeting.
Where the shareholders' general meeting
is convened by the shareholders on
their own, the convener shall elect
a representative to preside over the
meeting.
When convening a shareholders' general
meeting, should the chairman of the
meeting violates the rules and procedures,
resulting that the shareholders' general
meeting becomes unable to proceed,
a person may, subject to the consent
of more than half of the number of
shareholders with voting rights attending
the meeting at the scene, be elected
at the shareholders' general meeting
to act as the chairman of the shareholders'
general
meeting such that the meeting may
be continued.
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Article 75 At the annual general
meeting, the board of directors and
the supervisory committee shall report
to the shareholders' general meeting
on their respective work over the
past year.
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Article 76 Prior to voting, the chairman
of the meeting shall announce the
number of shareholders and proxies
present at the meeting and the total
number of voting shares held by them.
The number of shareholders and proxies
present at the meeting and the total
number of voting shares held by them
shall be subject to
registration of the meeting.
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Article 77 The convener shall ensure
that the shareholders' general meeting
is held continuously until a final
resolution is formed. If the shareholders'
general meeting is suspended or no
resolution can be made due to force
majeure and other special reasons,
necessary measures shall be taken
to resume the shareholders' general
meeting as soon as possible or to
terminate this
shareholders' general meeting directly,
and an
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
announcement shall be made promptly.
At the same time, the convener shall
report to the local office of securities
regulatory authority of the State
Council and the stock exchange in
the locality of the Company.
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Article 82 Resolutions of shareholders' Article 82 Article 78 Resolutions
general meetings shall be divided of shareholders' general meetings
into ordinary resolutions and special shall be divided into ordinary resolutions
resolutions. and special resolutions.
An ordinary resolution must be passed An ordinary resolution must be passed
by votes representing more than one-half by votes representing more than half
(exclusive of one-half) of the voting more than one- half (exclusive of
rights represented by the shareholders one-half) of the voting rights represented
(including proxies) present at the by the shareholders (including proxies)
meeting. present at the meeting.
A special resolution must be passed A special resolution must be passed
by votes representing more than two-thirds by votes representing more than two-thirds
of the voting rights represented of the voting rights represented by
by the the
shareholders (including proxies) shareholders (including proxies) present
present at the meeting. at the meeting.
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Article 79 A shareholder (including
a proxy), when voting at a shareholders'
general meeting, may exercise such
voting rights as are attached to the
number of voting shares which he represents.
Except otherwise provided for election
of directors in Article 102 and election
of supervisors in Article 143 of these
Articles of Association in connection
with the adoption of the cumulative
voting system, each share shall have
one (1) vote. The shares held by the
Company itself shall not be attached
with voting rights. Those shares shall
not be counted as the total number
of voting shares held by shareholders
attending the shareholders' general
meetings.
Where material issues affecting the
interests of small and medium investors
are being considered in the shareholders'
general meeting, the votes by small
and medium investors shall be counted
separately. The separate counting
results shall be disclosed to the
public in a timely manner.
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Article 80 In the course of considering
matters relating to connected transactions
at a shareholders' general meeting,
the connected shareholders shall abstain
from
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
voting. The number of shares carrying
the voting rights held by such shareholders
shall be excluded from the total number
of valid votes. The voting result
of the non- connected shareholders
shall be fully disclosed in the announcement
of the resolution of the shareholders'
general meeting.
The said connected shareholders means
the following shareholders: shareholders
who are connected parties or, in case
of non-connected parties, persons
who have material interests in transactions
pending for resolution or their associates
pursuant to the applicable securities
listing rules as amended from time
to time.
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Article 81 Unless the Company is
in a crisis or other special circumstances,
it shall not, without approval by
a special resolution at a shareholders'
general meeting, enter into a contract
to handover all or material business
management of the Company to a person
other than a director, supervisor,
president, vice president and other
senior officer.
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Article 82 Except for the cumulative
voting system, the shareholders' general
meeting shall vote on all proposals
one by one, and if there are different
proposals on the same matter, they
shall be voted in chronological order
in which the proposals are made. Except
for force majeure and other special
reasons that cause the shareholders'
general meeting to be suspended or
unable to come to resolution, the
shareholders' general meeting shall
not set aside the proposals or withhold
from voting.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Article 83 When a proposal is considered
at a shareholders' general meeting,
no amendment shall be made to the
proposal, otherwise, the relevant
change shall be regarded as a new
proposal and cannot be voted on at
this shareholders' general meeting.
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Article 84 Each voting right shall
be exercised either at the meeting,
by online voting or any of other available
means. In case of repeated voting
on the same voting
right, the result of the first vote
shall prevail.
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Article 85 Before voting takes place
on a proposal at a shareholders' general
meeting, two shareholders' representatives
shall be elected to participate in
vote counting and scrutinizing. In
the event that a shareholder is related
to the matter to be considered, the
relevant shareholder and his/her proxy
shall not participate in the vote
counting and scrutinizing.
When voting takes place on a proposal
at a shareholders' general meeting,
lawyers, representatives of shareholders
and supervisors shall be jointly responsible
for vote counting and scrutinizing,
and shall announce the voting results
on the spot. The voting results of
resolutions shall be recorded in the
minutes.
The shareholders of the Company or
their proxies who cast votes by online
voting or other means shall be entitled
to check their respective voting results
through
corresponding voting systems.
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Article 86 A shareholders' general
meeting shall not conclude earlier
at the venue than over the network
or otherwise. The chairman of the
meeting shall announce the voting
details and result of every proposal
and announce whether a proposal has
been passed or not based on the voting
result.
Before the voting result is officially
announced, the relevant parties including
the Company, counting officer, monitoring
officer, substantial shareholders
and network service provider involved
at the venue of the
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
shareholders' general meeting, over
the network or otherwise shall be
obliged to keep the voting details
confidential.
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Article 83 A shareholder (including Article 83 Article 87 A shareholder
a proxy), when voting at a shareholders' (including a proxy), when voting at
general meeting, may exercise such a shareholders' general meeting, may
voting rights as are attached to exercise such voting rights as are
the number of voting shares which attached to the number of voting shares
he represents. Except otherwise provided which he represents. Except otherwise
for election of directors in Article provided for election of directors
111 and election of supervisors in in Article 111 and election of supervisors
Article 150 of these Articles of in Article 150 of these Articles of
Association in connection with the Association in connection with the
adoption of the cumulative voting adoption of the cumulative voting
system for election of directors, system for election of directors,
each share shall have one (1) vote. each share shall have one
The shares held by the Company itself (1) vote. The shares held by the Company
shall not be attached with voting itself shall not be attached with
rights. Those shares shall not be voting rights. Those shares shall
counted as the total number of voting not be counted as the total number
shares held by shareholders attending of voting shares held by shareholders
the shareholders' general meetings. attending the shareholders' general
meetings.
Where material issues affecting the
interests of small and medium investors Where material issues affecting the
are being considered in the shareholders' interests of small and medium investors
general meeting, the votes by small are being considered in the shareholders'
and medium investors shall be counted general meeting, the votes by small
separately. The separate counting and medium investors shall be counted
results shall be disclosed to the separately. The separate counting
public in a timely manner. results shall be disclosed to the
public in a timely manner.
Where a shareholder is, under the
applicable listing rules as amended A shareholder attending the shareholders'
from time to time, required to abstain general meeting shall express its
from voting on any particular resolution opinion of "for", "against" or "abstain"
or to vote only for or only against on the proposal submitted for voting.
any particular resolution, any votes
cast by or on behalf of such shareholder Where a shareholder is, under the
in contravention of such requirement applicable listing rules as amended
or restriction shall not be counted. from time to time, required to abstain
from voting on any particular resolution
or to vote only for or only against
any particular resolution, any votes
cast by or on behalf of such shareholder
in contravention of such requirement
or restriction shall not be counted.
Votes that are not filled in, incorrectly
filled in, or not legible, or votes
that are not cast are considered to
be abstention by the voter, and the
result of the vote on the number of
shares held by such voter shall be
counted as "abstained".
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Article 84 At any shareholders' general Article 84 Article 88 Any vote of
meeting, a resolution shall be decided shareholders at a shareholders' general
on a show of hands unless a poll meeting must be taken by poll except
is demanded: where the chairman of the meeting,
in good faith, decides to allow a
(1) by the chairman of the meeting; resolution which relates purely to
a procedural or administrative matter
(2) by at least two (2) shareholders to be voted on by a show of hands.
present in person or by proxy entitled At any shareholders' general meeting,
to vote thereat; a resolution shall be decided on a
show of hands unless a poll is demanded:
(3) by one (1) or more shareholders
(including proxies) representing (1) by the chairman of the meeting;
10% or more of the shares (held solely
or in combination) carrying the right (2) by at least two (2) shareholders
to vote at the meeting, before or present in person or by proxy entitled
after a vote is carried out by a to vote thereat;
show of hands.
(3) by one (1) or more shareholders
Unless otherwise required by the (including proxies) representing 10%
applicable listing rules or other or more of the shares (held solely
securities laws and regulations or or in combination) carrying the right
a poll is demanded, a declaration to vote at the meeting, before or
by the chairman that a resolution after a vote is carried out by a show
has been passed on a show of hands of hands.
and the record of such in the minutes
of the meeting shall be conclusive Unless otherwise required by the applicable
evidence of the fact that such resolution listing rules or other securities
has been passed without proof of laws and regulations or a poll is
the number or proportion of votes demanded, a declaration by the chairman
in favour of or against such resolution. that a resolution has been passed
on a show of hands and the record
The demand for a poll may be withdrawn of such in the minutes of the meeting
by the person who demands the same. shall be conclusive evidence of the
fact that such resolution has been
passed without proof of the number
or proportion of votes in favour of
or against such resolution.
The demand for a poll may be withdrawn
by the person who demands the same.
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Article 85 A poll demanded on the Article 85 A poll demanded on the
election of the chairman of the meeting, election of the chairman of the meeting,
or on a question of adjournment of or on a question of adjournment of
the meeting, shall be taken forthwith. the meeting, shall be taken forthwith.
Unless the applicable listing rules Unless the applicable listing rules
or other securities laws and regulations or other securities laws and regulations
require otherwise, a poll demanded require otherwise, a poll demanded
on any other question shall be taken on any other question shall be taken
at such time as the chairman of the at such time as the chairman of the
meeting directs, and any business meeting directs, and any business
other than that upon which a poll other than that upon which a poll
has been demanded may be proceeded has been demanded may be proceeded
with, pending the taking of the poll. with, pending the taking of the poll.
The result of the poll shall be deemed The result of the poll shall be deemed
to be a resolution of the meeting to be a resolution of the meeting
at which the poll was demanded. at which the poll was demanded.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Article 86 On a poll taken at a meeting, Article 86 On a poll taken at a meeting,
a shareholder (including a proxy) a shareholder (including a proxy)
entitled to two (2) or more votes entitled to two (2) or more votes
need not cast all his votes in the need not cast all his votes in the
same way. same way.
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Article 87 In the case of an equality Article 87 In the case of an equality
of votes, whether on a show of hands of votes, whether on a show of hands
or on a poll, the chairman of the or on a poll, the chairman of the
meeting at which the show of hands meeting at which the show of hands
takes place or at which the poll takes place or at which the poll is
is demanded shall have a casting vote.
demanded shall have a casting vote.
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Article 89 The following matters Article 89 Article 90 The following
shall be resolved by a special resolution matters shall be resolved by a special
at a shareholders' general meeting: resolution at a shareholders' general
meeting:
(1) the increase or reduction in
share capital and the issue of shares (1) the increase or reduction in share
of any class, warrants and other capital and the issue of shares of
similar securities; any class, warrants and other similar
securities;
(2) the issue of debentures of the
Company; (2) the issue of debentures of the
Company;
(3) the demerger, merger, dissolution
and liquidation or change of the (3) the demerger, spin-off, merger,
form of the Company; dissolution and liquidation or change
of the form of the Company;
(4) amendment of the Articles of
Association; (4) amendment of the Articles of Association;
(5) the material purchase or sale (5) the material purchase or sale
of assets or the provision of guarantee of assets or the provision of guarantee
by the Company during the year that by the Company during the year that
is in excess of 30% of the most recent is in excess of 30% of the most recent
audited total assets value of the audited total assets value of the
Company; Company;
(6) the shares incentive program; (6) the shares incentive program;
(7) any other matter as provided (7) any other matter as provided for
for by the laws, administrative regulations, by the laws, administrative regulations,
departmental rules and regulations departmental rules and regulations
or the Articles of Association, and or the Articles of Association, and
as considered by the shareholders as considered by the shareholders
at a shareholders' general meeting, at a shareholders' general meeting,
and resolved by way of an ordinary and resolved by way of an ordinary
resolution, which is of a nature resolution, which is of a nature which
which may have a material impact may have a material impact on
on the Company and should be adopted the Company and should be adopted
by special resolution. by special resolution.
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Article 91 The following procedures Article 91 The following procedures
shall be adopted should the independent shall be adopted should the independent
directors, the supervisory committee, directors, the supervisory committee,
shareholders who separately or jointly shareholders who separately or jointly
hold voting shares in excess of 10% hold voting shares in excess of 10%
request for convening of an extraordinary request for convening of an extraordinary
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
general meeting or class meeting: general meeting or class meeting:
(1) The said directors, supervisory (1) The said directors, supervisory
committee and shareholders shall committee and shareholders shall sign
sign a copy, or several copies, of a copy, or several copies, of written
written request in the same form request in the same form and substance,
and substance, and request the board and request the board of directors
of directors to convene an extraordinary to convene an extraordinary general
general meeting or a class meeting, meeting or a class meeting, with clearly
with clearly stated topics for discussion stated topics for discussion at the
at the meeting. Within 10 days of meeting. Within 10 days of receiving
receiving the written request, the the written request, the board of
board of directors shall reply in directors shall reply in writing on
writing on whether or not they agree whether or not they agree to convene
to convene an extraordinary general an extraordinary general meeting.
meeting.
(2) Should the board of directors (2) Should the board of directors
agree to convene an extraordinary agree to convene an extraordinary
general meeting or a class meeting, general meeting or a class meeting,
a notice for convening such meeting a notice for convening such meeting
shall be issued within 5 days after shall be issued within 5 days after
the board of directors has adopted the board of directors has adopted
a resolution. Prior approval for a resolution. Prior approval for making
making amendment to the original amendment to the original proposal
proposal contained in the notice contained in the notice shall be obtained
shall be obtained from the original from the original proposer.
proposer.
(3) Should the board of directors (3) Should the board of directors
not agree to convene an extraordinary not agree to convene an extraordinary
general meeting or a class meeting general meeting or a class meeting
as proposed by the independent directors, as proposed by the independent directors,
it shall state its reasons and issue it shall state its reasons and issue
an announcement of the same. an announcement of the same.
(4) Should the board of directors (4) Should the board of directors
not agree to convene an extraordinary not agree to convene an extraordinary
general meeting or a class meeting general meeting or a class meeting
as proposed by the supervisory committee, as proposed by the supervisory committee,
or not provide any reply within 10 or not provide any reply within 10
days upon receipt of the said request, days upon receipt of the said request,
the board of directors is deemed the board of directors is deemed to
to be unable to perform or failed be unable to perform or failed to
to perform its duties in respect perform its duties in respect of convening
of convening such meeting. The supervisory such meeting. The supervisory committee
committee may convene and preside may convene and preside over the meeting
over the meeting by itself. The procedures by itself. The procedures for convening
for convening such meeting shall such meeting shall be identical to
be identical to those employed by those employed by the board of directors
the board of directors for convening for convening a shareholders' general
a shareholders' general meeting as meeting as far as practicable.
far as practicable.
(5) Should the board of directors (5) Should the board of directors
not agree to convene an extraordinary not agree to convene an extraordinary
general meeting or a class meeting general meeting or a class meeting
as proposed by the shareholders, as proposed by the shareholders, or
or not provide any reply not provide any reply
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
within 10 days upon receipt of the within 10 days upon receipt of the
said request, the shareholders shall said request, the shareholders shall
propose to the supervisory committee propose to the supervisory committee
in writing to convene an extraordinary in writing to convene an extraordinary
general meeting or a class meeting. general meeting or a class meeting.
Should the supervisory committee Should the supervisory committee agree
agree to convene an extraordinary to convene an extraordinary general
general meeting or a class meeting, meeting or a class meeting, it shall
it shall issue a notice for convening issue a notice for convening a shareholder's
a shareholder's general meeting or general meeting or a class meeting
a class meeting within 5 days of within 5 days of receiving the said
receiving the said request. Prior request. Prior approval for making
approval for making amendment to amendment to the original proposal
the original proposal contained in contained in the notice shall be obtained
the notice shall be obtained from from the original proposer. Should
the original proposer. Should the the supervisory committee not issue
supervisory committee not issue a a notice for the shareholders'general
notice for the shareholders' general meetings or a class meeting within
meetings or a class meeting within the stipulated period, the supervisory
the stipulated period, the supervisory committee shall be deemed to not convene
committee shall be deemed to not and preside over such meeting and
convene and preside over such meeting shareholders who separately or jointly
and shareholders who separately or hold 10% or more of the Company's
jointly hold 10% or more of the Company's shares for a consecutive 90 days or
shares for a consecutive 90 days more may convene and preside over
or more may convene and preside over the said meeting. (Prior to the announcement
the said meeting. (Prior to the announcement of the resolutions adopted at the
of the resolutions adopted at the shareholders' general meeting, the
shareholders' general meeting, the shares held by the convening shareholders
shares held by the convening shareholders shall not be less than 10% of the
shall not be less than 10% of the total number of shares). The procedures
total number of shares). The procedures for convening such meetings shall
for convening such meetings shall be identical to those employed by
be identical to those employed by the board of directors for convening
the board of directors for convening a shareholders' general meeting as
a shareholders' general meeting as far as practicable.
far as practicable.
Should the supervisory committee or
Should the supervisory committee the shareholders convene and hold
or the shareholders convene and hold a meeting pursuant to the rules above,
a meeting pursuant to the rules above, they shall inform the board of directors
they shall inform the board of directors in writing, and submit their applications
in writing, and submit their applications to the relevant supervisory departments
to the relevant supervisory departments in accordance with the applicable
in accordance with the applicable rules. The board of directors and
rules. The board of directors and the secretary to the board of directors
the secretary to the board of directors shall provide assistance in connection
shall provide assistance in connection with the meeting. The board of directors
with the meeting. The board of directors shall provide the share register.
shall provide the share register. The Company shall bear all reasonable
The Company shall bear all reasonable costs incurred by the meeting. The
costs incurred by the meeting. The costs incurred shall be deducted from
costs incurred shall be deducted the amount owed by the Company to
from the amount owed by the Company such directors who have committed
to such directors who have committed negligence of duties.
negligence of duties.
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Article 92 The Chairman of the board Article 92 The Chairman of the board
of directors shall of directors shall
preside over and chair every shareholders' preside over and chair every shareholders'
general meeting. If the Chairman general meeting. If the Chairman is
is unable to or does not perform unable to or does not perform his/her
his/her
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
duties, the vice-chairman of the duties, the vice-chairman of the board
board of directors shall preside of directors shall preside over and
over and chair the meeting. If the chair the meeting. If the vice-chairman
vice-chairman of the board of directors of the board of directors is unable
is unable to or does not perform to or does not perform his/ her duties,
his/ her duties, a director jointly a director jointly elected by more
elected by more than half of the than half of the number of Directors
number of Directors shall preside shall preside over and chair the meeting.
over and chair the meeting. If the If the director jointly elected by
director jointly elected by more more than half of the number of Directors
than half of the number of Directors is unable to preside over and chair
is unable to preside over and chair the meeting, then shareholders present
the meeting, then shareholders present at the meeting may elect one (1) person
at the meeting may elect one (1) to act as the chairman of the meeting.
person to act as the chairman of If for any reason, the shareholders
the meeting. If for any reason, the fail to elect a chairman, then the
shareholders fail to elect a chairman, shareholder (including a proxy) holding
then the shareholder (including a the largest number of shares carrying
proxy) holding the largest number the right to vote thereat shall be
of shares carrying the right to vote the chairman of the meeting.
thereat shall be the chairman of
the meeting. A shareholders' general meeting convened
by the supervisory committee on their
A shareholders' general meeting convened own shall be presided by the chairman
by the supervisory committee on their of the supervisory committee. If the
own shall be presided by the chairman chairman of the supervisory committee
of the supervisory committee. If is unable to or does not perform his/her
the chairman of the supervisory committee duties, a supervisor jointly elected
is unable to or does not perform by more than half of the number of
his/her duties, a supervisor jointly supervisors shall preside over the
elected by more than half of the said meeting.
number of supervisors shall preside
over the said meeting. Where the shareholders' general meeting
is convened by the shareholders on
Where the shareholders' general meeting their own, the convener shall elect
is convened by the shareholders on a representative to preside over the
their own, the convener shall elect meeting.
a representative to preside over
the meeting. When convening a shareholders' general
meeting, should the person presiding
When convening a shareholders' general over the meeting violates the rules
meeting, should the person presiding and procedures, resulting that the
over the meeting violates the rules shareholders' general meeting becomes
and procedures, resulting that the unable to proceed, a person may, subject
shareholders' general meeting becomes to the consent of more than half of
unable to proceed, a person may, the number of shareholders with voting
subject to the consent of more than rights attending the meeting at the
half of the number of shareholders scene, be elected at the shareholders'
with voting rights attending the general meeting to act as the person
meeting at the scene, be elected presiding the shareholders' general
at the shareholders' general meeting meeting such that the meeting may
to act as the person presiding the be continued.
shareholders' general meeting such
that the meeting may be continued.
---------------------------------------------------
Article 93 The chairman of the meeting Article 93 Article 92 The chairman
shall be responsible for determining of the meeting shall be responsible
whether a resolution has been passed. for determining whether a resolution
His decision, which shall be final has been passed. His decision, which
and conclusive, shall be announced shall be final and conclusive, shall
at the meeting and recorded in the be announced at the meeting and recorded
minute book. in the
The Company shall make a public announcement minute book. The Company shall make
on the a public
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
resolutions of the shareholders' announcement on the resolutions of
general meeting in accordance with the shareholders' general meeting
the applicable laws and the relevant in accordance with the applicable
provisions stipulated by the stock laws and the relevant provisions stipulated
exchange(s) on which the shares of by the stock exchange(s) on which
the Company are listed and traded. the shares of the Company are listed
and traded.
---------------------------------------------------
Article 95 If votes are counted at Article 95 Article 94 If votes are
a shareholders' general meeting, counted at a shareholders' general
the result of the count shall be meeting, the result of the count shall
recorded in the minute book. be recorded in the minute book.
The Company secretary shall make The convenor shall ensure that the
the record of the shareholders' general particulars included in the record
meeting, which shall be signed by of the meeting are true, accurate
the person presiding the meeting and complete. The Company secretary
(chairman of the meeting), directors, shall make the record of the shareholders'
supervisors, board secretary and general meeting, which shall be signed
convenor attending the meeting or by the person presiding the meeting
their representatives. (chairman of the meeting), directors,
supervisors, board secretary and convenor
Resolutions adopted by a shareholders' attending the meeting or their representatives.
general meeting shall be included
in the minutes of the meeting. The Resolutions adopted by a shareholders'
record and minutes of the meeting general meeting shall be included
shall be in Chinese. Such record in the minutes recordof the meeting.
and minutes, shareholders' attendance The record and minutes of the meeting
lists and proxy forms shall be kept shall be in Chinese. Such record and
at the Company's place of residence minutes, shareholders' attendance
for a period of not less than 10 lists and proxy forms shall be kept
years. at the Company's place of residence
for
a period of not less than 10 years.
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CHAPTER 9: SPECIAL PROCEDURES FOR CHAPTER 9: SPECIAL PROCEDURES FOR
VOTING BY A CLASS OF SHAREHOLDERS VOTING BY A CLASS OF SHAREHOLDERS
---------------------------------------------------
Article 97 Those shareholders who Article 97 Those shareholders who
hold different classes of shares hold different classes of shares are
are class shareholders. Class shareholders class shareholders. Class shareholders
shall enjoy rights and assume obligations shall enjoy rights and assume obligations
in accordance with laws, in accordance with laws,
administrative regulations and the administrative regulations and the
Articles of Association. Articles of Association.
---------------------------------------------------
Article 98 Rights conferred on any Article 98 Rights conferred on any
class of shareholders may not be class of shareholders may not be varied
varied or abrogated save with the or abrogated save with the approval
approval of a special resolution of a special resolution of shareholders
of shareholders in a general meeting in a general meeting and by holders
and by holders of shares of that of shares of that class at a separate
class at a separate meeting convened meeting convened in accordance with
in accordance with Article 100 to Article 100 to Article 104 of
Article 104 of these Articles of Association.
these Articles of Association.
---------------------------------------------------
Article 99 The following circumstances Article 99 The following circumstances
shall be deemed to shall be deemed to
be variation or abrogation of the be variation or abrogation of the
rights attaching to a particular rights attaching to a particular class
class of shares: of shares:
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(1) to increase or decrease the number (1) to increase or decrease the number
of shares of that class, or to increase of shares of that class, or to increase
or decrease the number of shares or decrease the number of shares of
of a class having voting or equity a class having voting or equity rights
rights or privileges equal or superior or privileges equal or superior to
to those of shares of that class; those of shares of that class;
(2) to exchange all or part of the (2) to exchange all or part of the
shares of that class for shares of shares of that class for shares of
another class or to exchange or to another class or to exchange or to
create a right to exchange all or create a right to exchange all or
part of the shares of another class part of the shares of another class
for shares of that class; for shares of that class;
(3) to remove or reduce rights to (3) to remove or reduce rights to
accrued dividends or rights to cumulative accrued dividends or rights to cumulative
dividends attached to shares of that dividends attached to shares of that
class; class;
(4) to reduce or remove preferential (4) to reduce or remove preferential
rights attached to shares of that rights attached to shares of that
class to receive dividends or to class to receive dividends or to the
the distribution of assets in the distribution of assets in the event
event that the Company is liquidated; that the Company is liquidated;
(5) to add, remove or reduce conversion (5) to add, remove or reduce conversion
privileges, options, voting rights, privileges, options, voting rights,
transfer or pre-emptive rights, or transfer or pre-emptive rights, or
rights to acquire securities of the rights to acquire securities of the
Company attached to shares of that Company attached to shares of that
class; class;
(6) to remove or reduce rights to (6) to remove or reduce rights to
receive payment payable by the Company receive payment payable by the Company
in particular currencies attached in particular currencies attached
to shares of that class; to shares of that class;
(7) to create a new class of shares (7) to create a new class of shares
having voting or equity rights or having voting or equity rights or
privileges equal or superior to those privileges equal or superior to those
of the shares of that class; of the shares of that class;
(8) to restrict the transfer or ownership (8) to restrict the transfer or ownership
of shares of that class or to increase of shares of that class or to increase
the types of restrictions attaching the types of restrictions attaching
thereto; thereto;
(9) to allot and issue rights to (9) to allot and issue rights to subscribe
subscribe for, or to convert the for, or to convert the existing shares
existing shares into, shares in the into, shares in the Company of that
Company of that class or another class or another class;
class;
(10) to increase the rights or privileges
(10) to increase the rights or privileges of shares of another
of shares of another
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
class; class;
(11) to restructure the Company in (11) to restructure the Company in
such a way so as to result in the such a way so as to result in the
disproportionate distribution of disproportionate distribution of obligations
obligations between the various classes between the various classes of shareholders;
of shareholders;
(12) to vary or abrogate the provisions
(12) to vary or abrogate the provisions of this Chapter.
of this Chapter.
---------------------------------------------------
Article 100 Shareholders of the affected Article 100 Shareholders of the affected
class, whether or not otherwise having class, whether or not otherwise having
the right to vote at shareholders' the right to vote at shareholders'
general meetings, have the right general meetings, have the right to
to vote at class meetings in respect vote at class meetings in respect
of matters concerning sub-paragraphs of matters concerning sub-paragraphs
(2) to (8), (11) and (12) of the (2) to (8), (11) and (12) of the preceding
preceding article, but interested article, but interested shareholder(s)
shareholder(s) shall not be entitled shall not be entitled to vote at such
to vote at such class meetings. class meetings.
" (An) interested shareholder(s)", " (An) interested shareholder(s)",
as such term is used in the preceding as such term is used in the preceding
paragraph, means: paragraph, means:
(1) in the case of a repurchase of (1) in the case of a repurchase of
shares by way of a general offer shares by way of a general offer to
to all shareholders of the Company all shareholders of the Company or
or by way of public dealing on a by way of public dealing on a stock
stock exchange pursuant to Article exchange pursuant to Article 30, a
30, a "controlling shareholder" within "controlling shareholder" within the
the meaning of Article 60; meaning of Article 60;
(2) in the case of a repurchase of (2) in the case of a repurchase of
shares by an off-market agreement shares by an off-market agreement
pursuant to Article 30, a holder pursuant to Article 30, a holder of
of the shares to which the proposed the shares to which the proposed agreement
agreement relates; relates;
(3) in the case of a restructuring (3) in the case of a restructuring
of the Company, a shareholder who of the Company, a shareholder who
assumes a relatively lower proportion assumes a relatively lower proportion
of obligation than the obligations of obligation than the obligations
imposed on shareholders of that class imposed on shareholders of that class
under the proposed restructuring under the proposed restructuring or
or who has an interest in the proposed who has an interest in the proposed
restructuring different from the restructuring different from the
general interests of the shareholders general interests of the shareholders
of that class. of that class.
---------------------------------------------------
Article 101 Resolutions of a class Article 101 Resolutions of a class
of shareholders shall be passed by of shareholders shall be passed by
votes representing more than two-thirds votes representing more than two-thirds
of the voting rights of shareholders of the voting rights of shareholders
of that class represented at the of that class represented at the relevant
relevant meeting who, according to meeting who, according to Article
Article 100 of these Articles of 100 of these Articles of Association,
Association, are entitled to vote are entitled to vote thereat.
thereat.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Where any shareholder is, under the Where any shareholder is, under the
applicable rules governing the listing applicable rules governing the listing
of securities as amended from time of securities as amended from time
to time, required to abstain from to time, required to abstain from
voting in connection with any particular voting in connection with any particular
resolution at a particular class resolution at a particular class meeting,
meeting, or is restricted to vote or is restricted to vote only for
only for or only against any particular or only against any particular resolution
resolution at a particular class at a particular class meeting, any
meeting, any vote cast by or on behalf vote cast by or on behalf of such
of such shareholder in contravention shareholder in contravention of such
of such requirement or restriction shall not
requirement or restriction shall be counted.
not be counted.
---------------------------------------------------
Article 102 Written notice of a class Article 102 Written notice of a class
meeting shall be given to all shareholders meeting shall be given to all shareholders
who are registered as holders of who are registered as holders of that
that class in the register of shareholders class in the register of shareholders
forty-five (45) days before the date forty-five (45) days before the date
of the class meeting. Such notice of the class meeting. Such notice
shall give such shareholders notice shall give such shareholders notice
of the matters to be considered at of the matters to be considered at
such meeting, the date and the place such meeting, the date and the place
of the class meeting. A shareholder of the class meeting. A shareholder
who intends to attend the class meeting who intends to attend the class meeting
shall deliver his written reply in shall deliver his written reply in
respect thereof to the Company twenty respect thereof to the Company twenty
(20) days before the date of the (20) days before the date of the class
class meeting. meeting.
If the shareholders who intend to If the shareholders who intend to
attend such class meeting represent attend such class meeting represent
more than half of the total number more than half of the total number
of shares of that class which have of shares of that class which have
the right to vote at such meeting, the right to vote at such meeting,
the Company may hold the class meeting; the Company may hold the class meeting;
if not, the Company shall within if not, the Company shall within five
five (5) days give the shareholders (5) days give the shareholders further
further notice of the matters to notice of the matters to be considered,
be considered, the date and the place the date and the place of the class
of the class meeting by way of public meeting by way of public announcement.
announcement. The Company may then The Company may then hold the class
hold the class meeting after such meeting after such public announcement
public announcement has been made. has been made.
The quorum of any class meeting (except The quorum of any class meeting (except
for the adjournment), which is proposed for the adjournment), which is proposed
to vary the rights of the above-mentioned to vary the rights of the above-mentioned
class of shareholders, shall at least class of shareholders, shall at least
be one third of the total issued be one third of the total issued shares
shares of the above-mentioned class. of the above-mentioned class.
---------------------------------------------------
Article 103 Notice of class meetings Article 103 Notice of class meetings
need only be served on shareholders need only be served on shareholders
entitled to vote thereat. entitled to vote thereat.
Class meetings shall be conducted Class meetings shall be conducted
in a manner which is as similar as in a manner which is as similar as
possible to that of shareholders' possible to that of shareholders'
general meetings. general meetings.
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
The provisions of the Articles of The provisions of the Articles of
Association relating to the manner Association relating to the manner
for the conduct of shareholders' for the conduct of shareholders' general
general meetings are also applicable meetings are also applicable to class
to class meetings. meetings.
---------------------------------------------------
Article 104 Apart from the holders Article 104 Apart from the holders
of other classes of shares, the holders of other classes of shares, the holders
of the A Shares and holders of Overseas- of the A Shares and holders of Overseas-
Listed Foreign Shares shall be deemed Listed Foreign Shares shall be deemed
to be holders of different classes to be holders of different classes
of shares. Holders of Overseas-Listed of shares. Holders of Overseas-Listed
Foreign Shares shall be deemed to Foreign Shares shall be deemed to
be holders of the same class of shares. be holders of the same class of shares.
The special procedures for approval The special procedures for approval
by a class of shareholders shall by a class of shareholders shall not
not apply in the following circumstances: apply in the following circumstances:
(1) where the Company issues, upon (1) where the Company issues, upon
the approval by special resolution the approval by special resolution
of its shareholders in a general of its shareholders in a general meeting,
meeting, either separately or concurrently either separately or concurrently
once every twelve (12) months, not once every twelve (12) months, not
more than 20% of each of its existing more than 20% of each of its existing
issued A Shares and Overseas-Listed issued A Shares and Overseas-Listed
Foreign Shares; Foreign Shares;
(2) where the Company's plan to issue (2) where the Company's plan to issue
A Shares and Overseas-Listed Foreign A Shares and Overseas-Listed Foreign
Shares at the time of its establishment Shares at the time of its establishment
is carried out within fifteen (15) is carried out within fifteen (15)
months from the date of approval months from the date of approval of
of the authority in charge of securities the authority in charge of securities
under the State Council. under the State Council.
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CHAPTER 10: THE PARTY COMMITTEE CHAPTER 10 CHAPTER 9 : THE PARTY COMMITTEE
---------------------------------------------------
Article 106 The Party Committee of Article 106 Article 97 The Party Committee
the Company shall play a leading of the Company shall play a leading
role, set the right direction, keep role, set the right direction, keep
in mind the big picture, promote in mind the big picture, promote ensure
the implementation of Party policies the implementation of Party policies
and principles, discuss and decide and principles, discuss and decide
on major issues of the Company in on major issues of the Company in
accordance with the regulations. accordance with the regulations. Decisions
Decisions relating to major operation relating to major operation and management
and management matters shall be made matters shall be made in accordance
in accordance with relevant regulations with relevant regulations by the board
by the board of directors or the of directors or the management after
management after the pre-study and the pre-study and discussion by the
discussion by the Party Committee....... Party Committee.......
---------------------------------------------------
CHAPTER 11: BOARD OF DIRECTORS CHAPTER 11 10 : BOARD OF DIRECTORS
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Article 108 The Company shall have Article 108 Article 99 The Company
a board of directors. The board of shall have a board of directors. The
directors shall consist of 7 to 13 board of directors shall consist of
directors, at least half of which 7 to 13 directors, at least half of
shall be outside directors (those which shall be outside directors (those
who do not assume any position within who do not assume any position within
the Company), and of which at least the Company), and of which at least
1/3 of the overall directors shall 1/3 of the overall directors shall
be independent directors (meaning be independent directors (meaning
directors who are independent from directors who are independent from
the Company's shareholders and do the Company's shareholders and do
not hold offices within the Company). not hold offices within the Company)
At least one independent director . At least one independent director
shall have appropriate professional shall have appropriate professional
qualification, or expertise in accounting qualification, or expertise in accounting
or related financial management; or related financial management; the
the board of directors shall have board of directors shall have one
one (1) employee representative director. (1) employee representative director.
The board of directors shall have The board of directors shall have
one (1) Chairman and one one (1) Chairman and one
(1) Deputy Chairman. (1) Deputy Chairman.
An independent director refers to
a director who does not hold any position
other than a director in the Company
and has no direct or indirect interest
relationship with the Company, its
substantial shareholders and actual
controllers, or any other relationship
that may affect his independent and
objective judgment.
---------------------------------------------------
Article 110 The following procedures Article 110 Article 101 The following
shall be carried out prior to the procedures shall be carried out prior
election of the non-independent directors: to the election of the non-independent
directors:
(1) The nominator of a candidate
for the non-independent directors (1) The nominator of a candidate for
shall seek the consent of such candidate the non-independent directors shall
prior to nomination and shall have seek the consent of such candidate
a full understanding towards the prior to nomination and shall have
profession, education, job position, a full understanding towards the profession,
detailed working experience and all education, job position, detailed
other positions held concurrently working experience and all other positions
as well as preparing written materials held concurrently as well as preparing
containing the said information to written materials containing the said
the Company. Candidates shall undertake information to the Company. Candidates
to the Company in writing that they shall undertake to the Company in
have agreed to accept the nomination writing that they have agreed to accept
and that all disclosed information the nomination and that all disclosed
relating to them are true and complete information relating to them are true
and shall guarantee that they will and complete and shall guarantee that
conscientiously perform the director's they will conscientiously perform
responsibilities after being elected. the director's responsibilities after
being elected.
(2) If the nomination of a candidate
for the non-independent
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
directors is taken place before the (2) If the nomination of a candidate
board meeting of the Company was for the non-independent directors
convened and if the applicable law, is taken place before the board meeting
regulations and/or the relevant listing of the Company was convened and if
rules contain relevant provisions, the applicable laws, regulations,
the written materials concerning other regulatory documents and/or
the nominee set out in sub- paragraph the relevant regulatory authorities
(1) of this Article shall be publicly of the jurisdictions where the shares
announced together with the resolutions are listed and the listing rules contain
of the board meeting in accordance relevant provisions, the written materials
with such provisions.... concerning the nominee set out in
sub-paragraph (1) of this Article
shall be publicly announced together
with the resolutions of the
board meeting in accordance with such
provisions....
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Article 114 The board of directors Article 114 Article 105 The board
is responsible to the shareholders' of directors is responsible to the
general meeting for formulating strategies, shareholders' general meeting for
making decisions and preventing risks formulating strategies, making decisions
and shall exercise the following and preventing risks and shall exercise
duties and powers in accordance with the following duties and powers in
statutory procedures and the Articles accordance with statutory procedures
of Association: and the Articles of Association:
(1) to be responsible for the convening (1) to be responsible for the convening
of the shareholders' general meeting of the shareholders' general meeting
and to report on its work to the and to report on its work to the shareholders
shareholders in general meetings; in general meetings;
(2) to implement the resolutions (2) to implement the resolutions passed
passed by the shareholders in general by the shareholders in general meetings;
meetings;
(3) to determine the Company's business
(3) to determine the Company's business plans and investment proposals;
plans and investment proposals;
(4) to formulate the Company's preliminary
(4) to formulate the Company's preliminary and final annual financial budgets;
and final annual financial budgets;
(5) to formulate the Company's profit
(5) to formulate the Company's profit distribution proposal and loss recovery
distribution proposal and loss recovery proposal;
proposal;
(6) to formulate proposals for the
(6) to formulate proposals for the increase or reduction of the Company's
increase or reduction of the Company's registered capital and for the issuance
registered capital and for the issuance of the Company's debentures;
of the Company's debentures;
(7) to draw up the Company's proposals
(7) to draw up the Company's proposals for the merger, division, dissolution
for the merger, division, dissolution or change of the form of the Company;
or change of the form of the Company; (8) to decide on other issues relating
(8) to decide on other issues relating to the provision of
to the provision of
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
guarantee in favor of a third party guarantee in favor of a third party
other than those must be approved other than those must be approved
at a shareholders' general meeting at a shareholders' general meeting
pursuant to the laws, administrative pursuant to the laws, administrative
regulations and these Articles of regulations, other regulatory documents
Association; and these Articles of Association;
(9) to decide on the external investments, (9) to decide on the external investments,
purchase and sale of assets, creation purchase and sale of assets, creation
of mortgage over assets, entrusted of mortgage over assets, entrusted
asset management, connected transactions asset management, connected transactions,
and other matters within the scope external donations and other matters
of authorization conferred by the within the scope of authorization
shareholders' general meeting; conferred by the shareholders' general
meeting;
(10) to decide on the Company's internal
management structure; (10) to decide on the Company's internal
management structure;
(11) to appoint or dismiss the president
of the Company, secretary to the (11) to appoint or dismiss the president
board of directors, conduct appraisal of the Company, secretary to the board
on their performance and determine of directors, conduct appraisal on
remunerations; and to appoint or their performance and determine remunerations;
dismiss, with reference to the nomination and to appoint or dismiss, with reference
by the president, the vice presidents, to the nomination by the president,
chief accountant, chief pilot, general the vice presidents, chief accountant,
legal counsel and other senior officers, chief pilot, general legal counsel
conduct appraisal on their performance and other senior officers, conduct
and determine remunerations; appraisal on their performance and
determine remunerations;
(12) to formulate the basic management
structure of the Company; (12) to formulate the basic management
structure of the Company;
(13) to manage matters relating to
the disclosure of information by the
Company;
(14) to make recommendations to the
shareholders' general meetings on
the appointment or change of the accounting
firm which performs the audit work
for the Company;
(15) to hear from the Company's president
reports on work performed and to inspect
the work of the president;
(16) to formulate proposals for any
amendment of the Company's Articles
of Association;
(17) to determine the risk management
system, the internal control system
and the legal compliance management
system
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(13) to manage matters relating to of the Company, and monitor the relevant
the disclosure of information by systems and their implementation;
the Company;
(18) to guide, inspect and assess
(14) to make recommendations to the the internal audit works and approve
shareholders' general meetings on the annual audit plan and important
the appointment or change of the audit reports pursuant to laws;
accounting firm which performs the
audit work for the Company; (19) to promote the development of
corporate governance and supervise
(15) to hear from the Company's president the legality of the operation of the
reports on work performed and to management;
inspect the work of the president;
(20) to exercise any other powers
(16) to formulate proposals for any stipulated by laws, regulations, other
amendment of the Company's Articles regulatory documents and these Articles
of Association; of Association and conferred by the
shareholders in general meetings and
(17) to determine the risk management these Articles of Associations .
system, the internal control system
and the legal compliance management Resolutions by the board of directors
system of the Company, and monitor on matters referred to in the preceding
the relevant systems and their implementation; paragraph may be passed by the affirmative
vote of more than half of the directors
(18) to guide, inspect and assess (amongst which resolution on matters
the internal audit works and approve referred to in sub-paragraph (8) shall
the annual audit plan and important require the affirmative vote of more
audit reports pursuant to laws; than two-thirds of the directors present
at the board meeting) with the exception
(19) to promote the development of of resolutions on matters referred
corporate governance and supervise to in sub-paragraphs (6), (7) and
the legality of the operation of (16) which shall require the affirmative
the management; vote of more than two-thirds of all
the directors.
(20) to exercise any other powers
conferred by the shareholders in If any director is connected with
general meetings and these Articles the enterprises that are involved
of Associations. in the matters to be resolved by the
board meetings, he shall not exercise
Resolutions by the board of directors his voting rights for such matters,
on matters referred to in the preceding nor shall he exercise voting rights
paragraph may be passed by the affirmative on behalf of other directors. Such
vote of more than half of the directors board meetings shall be convened by
(amongst which resolution on matters a majority of the directors present
referred to in sub-paragraph (8) thereat who are not connected. Resolutions
shall require the affirmative vote made by the board meetings shall be
of more than two-thirds of the directors passed by a majority of the directors
present at the board meeting) with that are not connected. The aforementioned
the exception of resolutions on matters matters that must be passed by two-thirds
referred to in sub-paragraphs (6), or more of the directors shall be
(7) and (16) which shall require passed by votes of two-thirds or more
the affirmative vote of more than of the directors that are not connected.
two-thirds of all the directors. If the number of non-connected directors
attending the board meetings falls
short of three, such matters shall
be submitted to the shareholders'
general
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
If any director is connected with meeting of the Company for approval.
the enterprises that are involved
in the matters to be resolved by Resolutions made by the board of directors
the board meetings, he shall not on the Company's connected transactions
exercise his voting rights for such shall come into effect only after
matters, nor shall he exercise voting they are signed by the independent
rights on behalf of other directors. directors.
Such board meetings shall be convened
by a majority of the directors present
thereat who are not connected. Resolutions
made by the board meetings shall
be passed by a majority of the directors
that are not connected. The aforementioned
matters that must be passed by two-thirds
or more of the directors shall be
passed by votes of two-thirds or
more of the directors that are not
connected. If the number of non-connected
directors attending the board meetings
falls short of three, such matters
shall be submitted to the shareholders'
general meeting of the Company for
approval.
Resolutions made by the board of
directors on the Company's connected
transactions shall come into effect
only after they are signed by the
independent directors.
---------------------------------------------------
Article 117 Unless otherwise provided Article 117 Article 108 Unless otherwise
for in the laws, regulations and/or provided for in the laws, regulations,
the relevant listing rules, the board other regulatory documents and/or
of directors shall, within the scope the relevant requirements of regulatory
of authority as conferred by the authorities of the jurisdictions where
shareholders' general meeting, have the shares are listed and the relevant
the right to decide on an investment listing rules, the board of directors
(including risk investment) or acquisition shall, within the scope of authority
project. For any major investment as conferred by the shareholders'
or acquisition project which is beyond general meeting, have the right to
the limits of authority of the board decide on an investment (including
of directors to examine and approve risk investment) or acquisition project.
thereof, the board of directors shall For any major investment or acquisition
organize the relevant experts and project which is beyond the limits
professionals to conduct an evaluation of authority of the board of directors
thereof and report the same to the to examine and approve thereof, the
shareholders' general meeting for board of directors shall organize
approval. the relevant experts and professionals
to conduct an evaluation thereof and
report the same to the shareholders'
general meeting for approval.
---------------------------------------------------
Article 118 The board of directors Article 118 Article 109 The board
may establish the strategy and investment of directors may establish the strategy
committee, the audit and risk management and investment committee, the audit
committee (the supervision committee), and risk management committee (the
the nomination and remuneration committee, supervision committee), the nomination
the aviation safety committee and committee, and the remuneration and
other special committees. The members' appraisal committee, the aviation
composition, duties and responsibilities, safety committee and other special
and procedures of each special committees. The members' composition,
committee of the board of directors duties and
are specifically responsibilities, and procedures of
each special committee
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
determined according to the terms of the board of directors are specifically
of reference of each special committee, determined according to the terms
which are drawn up by the board of of reference of each special committee,
directors. which are drawn up by the board of
directors.
---------------------------------------------------
Article 123 A board of directors Article 123 Article 114 A board of
meeting shall only be convened if directors meeting shall only be convened
a majority of the number of the board if a majority of the number of the
members are present (including any board members are present (including
directors appointed pursuant to Article any directors appointed pursuant to
120 of these Articles of Association Article 120 Article 115 of these Articles
to attend the meeting as the representatives of Association to attend the meeting
of other directors). Each director as the representatives of other directors).
has one vote. Any resolution requires Each director has one vote. Any resolution
the affirmative votes of more than requires the affirmative votes of
half of all the board of directors more than half of all the board of
in order to be passed. In the case directors in order to be passed. In
of equal division of votes, the Chairman the case of equal division of votes,
of the board of directors is entitled the Chairman of the board of directors
to a casting vote. is
entitled to a casting vote.
---------------------------------------------------
Article 124 Directors shall attend Article 124 Article 115 Directors
the meetings of the board of directors shall attend the meetings of the board
in person. Where a director is unable of directors in person. Where a director
to attend a meeting for any reason, is unable to attend a meeting for
he may by a written power of attorney any reason, he may by a written power
appoint another director to attend of attorney appoint another director
the board meeting on his behalf. to attend the board meeting on his
The power of attorney shall set out behalf. The power of attorney shall
the names of the proxies, the matters set out the names of the proxies,
to be dealt with by the agents, the the matters to be dealt with by the
scope of the authorization and the agents, the scope of the authorization
effective term thereof. The powers and the effective term thereof. The
of attorney shall be signed or sealed powers of attorney shall be signed
by the principals. or sealed by the principals.
A Director appointed as the representative A Director appointed as the representative
of another director to attend the of another director to attend the
meeting shall exercise the rights meeting shall exercise the rights
of a director within the scope of of a director within the scope of
authority conferred by the appointing authority conferred by the appointing
director. Where a director is unable director. Where a director is unable
to attend a meeting of the board to attend a meeting of the board of
of directors and has not appointed directors and has not appointed a
a representative to attend the meeting representative to attend the meeting
on his behalf, he shall be deemed on his behalf, he shall be deemed
to have waived his right to vote to have waived his right to vote at
at the meeting. the meeting.
Directors shall be deemed to be failed Directors shall be deemed to be failed
to carry out their duties if they to carry out their duties if they
fail to attend two consecutive board fail to attend two consecutive board
meetings in person and to appoint meetings in person and to appoint
an alternate director to attend board an alternate director to attend board
meetings on their behalf. The board meetings on their behalf. The board
of directors shall propose at the of directors shall propose at the
shareholders' general meeting for shareholders' general meeting for
the removal of such directors. the removal of such directors.
Expenses incurred by a director for Expenses incurred by a director for
attending a meeting of attending a meeting of
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
the board of directors shall be paid the board of directors shall be paid
by the Company. These expenses include by the Company. These expenses include
the costs of transportation between the costs of transportation between
the premises of the director and the premises of the director and the
the venue of the meeting in different venue of the meeting in different
cities and accommodation expenses cities and accommodation expenses
during the meeting. Rent of the meeting during the meeting. Rent of the meeting
place, local transportation costs place, local transportation costs
and other reasonable out-of-pocket and other reasonable out-of-pocket
expenses shall be expenses shall be
paid by the Company. paid by the Company.
---------------------------------------------------
Article 125 The board of directors Article 125 Article 116 The board
may accept a written resolution in of directors may accept a written
lieu of a board meeting provided resolution in lieu of a board meeting
that a draft of such written resolution provided that a draft of such written
shall be delivered to each director resolution shall be delivered to each
in person, by mail, by telegram or director in person, by mail, by telegram
by facsimile. If the board of directors or , by facsimile or by email . If
has delivered such proposed written the board of directors has delivered
resolution to all the directors and such proposed written resolution to
the directors who signed and approved all the directors and the directors
such resolution have reached the who signed and approved such resolution
required quorum, and the same have have reached the required quorum,
been delivered to the secretary of and the same have been delivered to
the board of directors, then such the secretary of the board of directors,
resolution shall take effect as a then such resolution shall take effect
resolution of the board meeting, as a resolution of the board
without having to hold a board meeting. meeting, without having to hold a
board meeting.
---------------------------------------------------
Article 127 Where a written resolution Article 127 Article 118 Where a written
is reached in the absence of the resolution is reached in the absence
statutory procedures but has been of the statutory procedures but has
signed by the directors, even if been signed by the directors, even
each director has expressed his/her if each director has expressed his/her
view in different ways, such resolution view in different ways, such resolution
of the board meeting shall have no of the board meeting shall have no
legal effect. legal effect.
If a resolution of the meeting of If a resolution of the meeting of
the board of directors violates the the board of directors violates the
laws, administrative regulations laws, administrative regulations ,
or the Company's Articles of Association, other regulatory documents, or the
the directors who participated in Company's Articles of Association
the passing of such resolution shall and resolutions of shareholders' general
be directly liable therefor. However, meetings , the directors who participated
if it can be proven that a director in the passing of such resolution
had expressly objected to the resolution shall be directly liable therefor.
when the resolution was voted on, However, if it can be proven that
and that such objection was recorded a director had expressly objected
in the minutes of the meeting, such to the resolution when the resolution
director may be released from such was voted on, and that such objection
liability. A director who abstained was recorded in the minutes of the
from voting or was absence from the meeting, such director may be released
meeting without appointing a proxy from such liability. A director who
to attend on his or her behalf may abstained from voting or was absence
not be released from such liability. from the meeting without appointing
A director who had expressly objected a proxy to attend on his or her behalf
to the resolution during discussion may not be released from such liability.
but had not clearly vote against A director who had
such motion may not be released from
such liability.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
expressly objected to the resolution
during discussion but had not clearly
vote against such motion may not be
released from such liability.
---------------------------------------------------
Article 129 A director may resign Article 129 Article 120 A director
prior to the expiration of his term may resign prior to the expiration
of office. If a director resigns of his term of office. If a director
from his office, he shall submit resigns from his office, he shall
a written report of his resignation submit a written report of his resignation
to the board of directors. Independent to the board of directors. Independent
directors shall provide an explanation directors shall provide an explanation
on the circumstances which are relevant on the circumstances which are relevant
to his resignation and which in his to his resignation and which in his
opinion are necessary to bring to opinion are necessary to bring to
the attention of the shareholders the attention of the shareholders
and creditors of the Company. and creditors of the Company.
If the resignation of a director If the resignation of a director will
will result in the board of directors result in the board of directors of
of the Company having less than the the Company having less than the statutory
statutory minimum number of directors, minimum number of directors, then
then such director's report of resignation such director's report of resignation
shall only become effective after shall only become effective after
a new independent director has been a new independent director has been
appointed to fill the vacancy so appointed to fill the vacancy so caused
caused by his resignation. The Company by his resignation. The Company shall
shall convene an ad hoc meeting or convene an ad hoc meeting or employee
employee representative meeting as representative meeting as soon as
soon as possible to elect a director possible to elect a director to fill
to fill up the vacancy arising from up the vacancy arising from the resignation
the resignation of the director. of the director. Before a decision
Before a decision is made at the is made at the shareholders' general
shareholders' general meeting or meeting or the employee representative
the employee representative meeting meeting regarding the election of
regarding the election of the director, the director, the functions and powers
the functions and powers of the resigning of the resigning director and the
director and the remaining board remaining board of director shall
of director shall be restricted to be restricted to a reasonable extent.
a reasonable extent.
If the resignation of an independent
If the resignation of an independent director will result in the board
director will result in the board of directors of the Company or its
of directors of the Company having special committees having less than
less than the minimum required proportion the minimum required proportion of
of independent directors as required independent directors as required
by the relevant regulatory authority, by the relevant regulatory authority
then such independent director's laws and regulations or the Articles
report of resignation shall only of Association or result in lack of
become effective after a new independent accounting professionals among the
director has been appointed to fill independent directors , then such
the vacancy so caused by his resignation. independent director's report of resignation
shall only become effective after
Other than conditions aforementioned, a new independent director has been
the resignation of director shall appointed to fill the vacancy so caused
be effective upon the delivery of by his resignation.
its
resignation report to the board of
directors.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Other than conditions aforementioned,
the resignation of director shall
be effective upon the delivery of
its resignation report to the board
of directors.
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CHAPTER 12: INDEPENT DIRECTORS CHAPTER 12 CHAPTE R 11 : INDEPENT
DIRECTORS
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Article 130 Candidates for the independent Article 130 Article 121 Candidates
directors shall be nominated by the for the independent directors shall
board of directors, supervisory committee be nominated by the board of directors,
or shareholder(s) holding, whether supervisory committee or shareholder(s)
alone or together, one percent (1%) holding, whether alone or together,
or more of the total amount of voting one percent (1%) or more of the total
shares in the Company and elected amount of voting shares in the Company
at shareholders' general meeting. and elected at shareholders' general
meeting. The investor protection institution
(1) The nominator of a candidate established according to laws may
for the independent directors shall publicly request the shareholders
seek the consent of such candidate to entrust it to exercise the right
prior to nomination and shall have to nominate independent directors
a full understanding towards the on their behalf.
profession, education, job position,
detailed working experience and all (1) The nominator of a candidate for
other positions held concurrently the independent directors shall seek
as well as preparing written materials the consent of such candidate prior
containing the said information to to nomination and shall have a full
the Company. Candidates shall undertake understanding towards the profession,
to the Company in writing that they education, job position, detailed
have agreed to accept the nomination working experience and all other positions
and that all disclosed information held concurrently, and whether there
relating to them are true and complete is any gross dishonesty or other adverse
and shall guarantee that they will records as well as preparing written
conscientiously perform the director's materials containing the said information
responsibilities when elected. to the Company. Candidates shall undertake
to the Company in writing that they
have agreed to accept the nomination
and that all disclosed information
relating to them are true and complete
and shall guarantee that they will
conscientiously perform the director's
responsibilities when elected.
(2) The nominator shall provide his
opinion in connection with the qualification
and independency of such nominees
for acting as an independent director.
If the applicable laws, regulations,
other regulatory documents and/or
the relevant listing rules contain
the relevant provisions, the nominee
shall make a public statement in accordance
with such provisions that there does
not exist any relationship between
himself and the Company which may
influence his independent objective
judgement.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(2) The nominator shall provide his (3) If the nomination of a candidate
opinion in connection with the qualification for the independent directors is taken
and independency of such nominees place before the board meeting of
for acting as an independent director. the Company is convened and if the
If the applicable law, regulations applicable laws, regulations, other
and/or the relevant listing rules regulatory documents and/or the relevant
contain the relevant provisions, listing rules contain the relevant
the nominee shall make a public statement provisions, the written materials
in accordance with such provisions concerning the nominee set out in
that there does not exist any relationship sub- paragraphs (1) and (2) of this
between himself and the Company which Article shall be publicly announced
may influence his independent objective together with the resolutions of the
judgement. board meeting in accordance with such
provisions.
(3) If the nomination of a candidate (4) If a shareholder holding, alone
for the independent directors is or together, more than 3% of the voting
taken place before the board meeting right of the Company or the supervisory
of the Company is convened and if committee proposes an ex tempore motion
the applicable law, regulations and/or on the election of non-independent
the relevant listing rules contain directors, the written notice specifying
the relevant provisions, the written the intention to propose a person
materials concerning the nominee for election as a director and the
set out in sub- paragraphs (1) and willingness of the nominee to accept
(2) of this Article shall be publicly nomination together with the written
announced together with the resolutions materials and undertakings containing
of the board meeting in accordance such particulars of the nominee as
with such provisions. set out in sub-paragraphs (1) and
(2) of this Article shall be despatched
(4) If a shareholder holding, alone to the Company within ten (10) days
or together, more than 3% of the prior to the shareholders' general
voting right of the Company or the meeting.
supervisory committee proposes an
ex tempore motion on the election (5) Before a general meeting of shareholders
of non-independent directors, the is convened to elect independent directors,
written notice specifying the intention if the applicable laws, regulations,
to propose a person for election other regulatory documents and/or
as a director and the willingness the relevant listing rules contain
of the nominee to accept nomination the relevant provisions, the Company
together with the written materials shall in accordance with such provisions
and undertakings containing such submit relevant materials regarding
particulars of the nominee as set all nominees to the authority in charge
out in sub-paragraphs (1) and (2) of securities of the State Council
of this Article shall be despatched and/or its local residence office
to the Company within ten (10) days and the stock exchanges on which the
prior to the shareholders' general Company's shares are listed. If the
meeting. board of directors of the Company
objects to the qualifications of the
(5) Before a general meeting of shareholders nominees, a written opinion of the
is convened to elect independent board of directors in connection therewith
directors, if the applicable law, shall also be submitted at the same
regulations and/or the relevant listing time. If the authority in charge of
rules contain the relevant provisions, securities of the State Council has
the Company shall in accordance with an objection to a nominee, such nominee
such provisions submit relevant materials shall not qualified to be a candidate
regarding all nominees to the authority for election as an independent director.
in charge of securities of the State When convening a shareholders' general
Council and/or its local residence meeting to elect independent directors,
office and the stock exchanges on the board of directors of the
which the Company's shares are listed.
If the board of directors of the
Company objects to the qualifications
of the
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
nominees, a written opinion of the Company shall explain whether or not
board of directors in connection the authority in charge of securities
therewith shall also be submitted of the State Council had any objection
at the same time. If the authority to any of the candidates for independent
in charge of securities of the State directors.
Council has an objection to a nominee,
such nominee shall not qualified
to be a candidate for election as
an independent director. When convening
a shareholders' general meeting to
elect independent directors, the
board of directors of the Company
shall explain whether or not the
authority in charge of securities
of the State Council had any objection
to any of the candidates for independent
directors.
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Article 131 A person acting as an Article 131 Article 122 A person acting
independent director shall fulfil as an independent director shall fulfil
the following basic requirements: the following basic requirements:
(1) he or she shall possess the qualifications (1) he or she shall possess the qualifications
to act as the director of the Company to act as the director of the Company
in accordance the relevant laws, in accordance the relevant requirements
administrative regulations and other of laws, administrativeregulations
relevant regulations; and other relevant regulations regulatory
documents;
(2) he or she conforms with independence
required by the relevant laws, administrative (2) he or she conforms with independence
regulations, department rules and required by the relevant laws, administrative
regulations and the listing rules; regulations, department rules and
regulations other regulatory documents
(3) he or she possesses the basic and the listing rules;
knowledge of operation of a listed
company and is familiar with relevant (3) he or she possesses the basic
laws and administrative regulations knowledge of operation of a listed
as well as rules and regulations company and is familiar with relevant
(including but not limited to the laws and administrative regulations
accounting principles); as well as rules and regulations (including
but not limited to the accounting
principles);
(4) he or she shall have not less
than 5 years experience in law, accounting,
economics or other working experience
necessary for performing duties of
an independent director;
(5) he or she shall have good character
traits and shall not have any gross
dishonesty or other adverse records;
(6) he or she shall fulfil other
conditions as provided for in these
Articles of Association.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(4) he or she shall have not less
than 5 years experience in law, economics
or other working experience necessary
for performing duties of an independent
director;
(5) he or she shall fulfil other
conditions as provided for in these
Articles of Association.
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Article 132 Independent directors Article 132 Article 123 Independent
shall have independence. Unless otherwise directors shall have independence.
required by the relevant laws, administrative Unless otherwise required by the relevant
regulations and/or the relevant listing laws, administrative regulations,
rules, none of the following persons other regulatory documents and/or
shall act as independent directors: the relevant listing rules, none of
the following persons shall act as
(1) persons working in the Company independent directors:
or its subsidiaries, as well as their
direct family members or major social (1) persons working in the Company
relations (in which direct family or its subsidiaries, as well as their
members refer to their spouses, parents direct family members or major social
and children etc.; and major social relations (in which direct family
relations refer to siblings, parents-in-law, members refer to their spouses, parents
sons or daughters-in-law, spouses and children etc.; and major social
of their siblings and siblings of relations refer to siblings, parents-in-law,
their spouses etc.); sons or daughters-in-law, spouses
of their siblings and siblings of
(2) natural person shareholders as their spouses etc.);
well as their direct family members
who directly or indirectly hold not (2) natural person shareholders as
less than one percent (1%) of the well as their direct family members
issued shares of the Company or who who directly or indirectly hold not
are ranked as the top ten shareholders less than one percent (1%) of the
of the Company; issued shares of the Company or who
are ranked as the top ten shareholders
(3) persons as well as their direct of the Company;
family members who work in entities
which are such shareholders of the (3) persons as well as their direct
Company directly or indirectly holding family members who work in entities
not less than five percent (5%) of which are such shareholders of the
the shares of the Company in issue Company directly or indirectly holding
or which are ranked as the top five not less than five percent (5%) of
shareholders of the Company; the shares of the Company in issue
or which are ranked as the top five
(4) persons who have satisfied the shareholders of the Company;
conditions stated in the above three
subparagraphs within the most recent (4) persons who have satisfied the
year; conditions stated in the above three
subparagraphs within the most recent
(5) persons who provide financial, year; persons as well as their direct
legal and consultation services and family members who work in the subsidiary
otherwise to the Company or its subsidiaries; of the Company's controlling shareholder
and actual controller;
(6) persons who are determined by
the authority in charge of securities (5) persons who provide financial,
to be unqualified to act as independent legal and consultation services and
directors. otherwise to the Company or its subsidiaries;
persons who have material business
transactions with the Company and
its controlling
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
shareholders, actual controllers
or their respective subsidiaries,
or persons who hold positions in such
entities and their controlling shareholders
or actual controllers that have material
business transactions with the same;
(6) persons who provide financial,
legal, consulting, recommendation
and other services for the Company,
its controlling shareholders, actual
controllers or their respective subsidiaries,
including but not limited to all personnel
of the project team, reviewers at
all levels, personnel signing the
report, partners, directors, senior
officers and principal responsible
persons of the intermediary institutions
providing services;
(7) persons who have satisfied the
conditions stated in sub-paragraph
(1) to sub-paragraph (6) in the last
12 months;
(6) (8) persons who are determined
by the authority in charge of securities
to be unqualified to act as independent
directors.
The subsidiaries of the controlling
shareholders and actual controllers
of the Company mentioned in preceding
sub-paragraphs (4) to (6) do not include
the enterprises controlled by the
same state-owned assets management
institution as the Company and not
forming a connected relationship with
the Company according to relevant
regulations.
Independent directors shall conduct
self-examination on their independence
every year and submit the self- examination
results to the board of directors.
The board of directors shall evaluate
the independence of the independent
directors in office and issue special
opinions every year, which shall be
disclosed together
with the annual report.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Article 133 If an independent director Article 133 Article 124 If an independent
fails to attend three consecutive director fails to attend three twoconsecutive
board meetings in person, the board board meetings in person and to appoint
of directors shall propose at the other independent directors to attend
shareholders' general meeting that on his/ her behalf , the board of
such independent director should directors shall propose at the shareholders'
be removed. Except for circumstances general meeting that such independent
described above, the circumstances director should be removed. Except
as provided for in the third paragraph for circumstances described above,
of Article 124 of these Articles the circumstances as provided for
of Association and those set out in the third paragraph of Article
in the Company Law that a person 124 of these Articles of Association
is unqualified to act as a director, and those set out in the Company Law
an independent director shall not that a person is unqualified to act
be removed without cause from his as a director, an independent director
office before the expiration of his shall not be removed without cause
term of office. Where an independent from his office before the expiration
director is removed from office prior of his term of office. Where an independent
to the expiration of his/her term director is removed from office prior
of office, the Company shall make to the expiration of his/her term
special disclosure in relation thereto. of office by the Company through statutory
The removed independent director procedures , the Company shall make
may make a public statement if he special disclosure in relation thereto
believes that he has been improperly . The removed independent director
removed from his office. may make a public statement if he
believes that he has been improperly
removed from his office.
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Article 125 Independent directors
shall perform the following duties:
(1) to participate in the decision-making
of the board of directors and express
clear opinions on the matters discussed;
(2) to supervise the potential material
conflicts of interest between the
Company and its controlling shareholders,
actual controllers, directors and
senior officers in accordance with
the relevant provisions of the Measures
for the Administration of Independent
Directors of Listed Companies, so
as to ensure that the decisions of
the board of directors are in line
with the overall interests of the
Company and protect the legitimate
rights and interests of minority shareholders;
(3) to provide professional and objective
suggestions on the operation and development
of the Company, and promote the improvement
of the decision-making level of
the board of directors;
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(4) other duties as stipulated by
laws, regulations and the Articles
of Association.
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Article 134 Apart from such powers Article 134 Article 126 Apart from
as conferred on a director under such powers as conferred on a director
the Company Law and other relevant under the Company Law and other relevant
laws and regulations and the Articles laws, and regulations, other regulatory
of Association, an independent director documents and the Articles of Association,
shall also have the following special an independent director shall also
functions and powers: have the following special functions
and powers:
(1) with respect to the material (1) with respect to the material connected
connected transactions (as determined transactions (as determined based
based on the standards promulgated on the standards promulgated from
from time to time by the competent time to time by the competent regulatory
regulatory departments) and the appointment departments) and the appointment or
or removal of an accounting firm removal of an accounting firm that
that are subject to be considered are subject to be considered at a
at a shareholders' general meeting shareholders' general meeting in accordance
in accordance with the laws, regulations with the laws, regulations and/or
and/or the relevant listing rules, the relevant listing rules, if the
if the applicable law, regulations applicable law, regulations and/or
and/or relevant listing rules contain relevant listing rules contain the
the relevant provisions, the transactions relevant provisions, the transactions
and appointment and removal set out and appointment and removal set out
above shall be endorsed by not less above shall be endorsed by not less
than one-half (1/2) of the independent than one-half (1/2) of the independent
directors before submitting to the directors before submitting to the
board of directors for discussion. board of directors for discussion.
None of the resolution reached by None of the resolution reached by
the board of directors with respect the board of directors with respect
to the connected transactions entered to the connected transactions entered
into by the Company shall become into by the Company shall become effective
effective unless such resolution unless such resolution is signed by
is signed by the independent directors. the independent directors. Prior to
Prior to making a judgment, the independent making a judgment, the independent
directors may appoint an intermediary directors may appoint an intermediary
to issue an independent financial to issue an independent financial
adviser's report as a basis of their adviser's report as a basis of their
judgment; (2) He or she may give judgment. to independently engage
recommendations to the board of directors an intermediary to audit, consult
as to the engagement, or termination on or verify specific matters of the
of the engagement, of an accounting Company;
firm; (3) He or she may propose to
the board of directors to convene (2) He or she may give recommendations
an extraordinary general meeting; to the board of directors as to the
(4) He or she may propose to convene engagement, or termination of the
a board meeting; (5) He or she may engagement, of an accounting firm;
engage external auditors or advisers to propose to the board of directors
independently; (6) He or she may to convene an extraordinary general
solicit votes from shareholders prior meeting;
to the shareholders' general meeting;
(7) He or she may directly report (3) He or she may propose to the board
the relevant issues to the shareholders' of directors to convene an extraordinary
general meeting, the authority in general meeting; (4) He or she
charge of securities of the State may to propose to convene a board
Council and other relevant departments. meeting;
An independent director shall obtain
the consent from not
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
less than one-half (1/2) of all independent (4) to publicly solicit shareholders'
directors for exercising their functions rights from shareholders according
and powers in the case of exercising to laws;
his/her functions as described in
sub-paragraphs (2), (3), (4), (6) (5) He or she may engage external
and (7) of this Article set out above, auditors or advisers independently;
and the unanimous consent from all to express independent opinions on
independent directors in the case matters that may damage the rights
of exercising his/her functions as and interests of the Company or minority
described in sub- paragraph (5) of shareholders;
this Article as set out above.
(6) He or she may solicit votes from
shareholders prior to the shareholders'
general meeting; other functions and
powers as stipulated by laws, regulations
and the Articles of Association.
(7) He or she may directly report
the relevant issues to the shareholders'
general meeting, the authority in
charge of securities of the State
Council and other relevant departments.
An independent director shall obtain
the consent from not less than one-half
(1/2) of all independent directors
for exercising their functions and
powers in the case of exercising his/her
functions as described in sub-paragraphs
(2), (3), (4), (6) and (7) of this
Article set out above, and the unanimous
consent from all independent directors
in the case of exercising his/her
functions as described in sub- paragraph
(5) of this Article as set out above.
An independent director shall obtain
the consent from more than half of
all independent directors in the case
of exercising his/her functions as
described in preceding sub-paragraphs
(1) to (3).
If an independent director exercises
the functions and powers as described
in the sub-paragraph (1) of this Article,
the Company shall timely disclose
the same. If the aforesaid functions
and powers cannot be normally exercised,
the Company shall disclose the specific
circumstances and reasons.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Article 135 Apart from the duties Article 135 Article 127 Apart from
set forth above, independent directors the duties set forth above, independent
shall also express their independent directors shall also express their
opinion on the following major matters independent opinion on the following
to the board of directors or at a major matters to the board of directors
shareholders' general meeting: or at a shareholders' general meeting:
(1) nomination or removal of directors; (1) nomination or removal of directors;
(2) appointment or removal of senior (2) appointment or removal of senior
officers; officers;
(3) the remuneration of directors (3) the remuneration of directors
and senior officers; and senior officers;
(4) matters which the independent (4) matters which the independent
directors believe may impair the directors believe may impair the rights
rights and interests of minority and interests of minority shareholders;
shareholders;
(5) material financial transactions
(5) material financial transactions between the Company and its shareholders,
between the Company and its shareholders, de facto controlling person or their
de facto controlling person or their affiliates;
affiliates;
(6) profit distribution plan proposed
(6) profit distribution plan proposed to the board of directors of the Company
to the board of directors of the for their review and consideration;
Company for their review and consideration;
(7) failure of the board of directors
(7) failure of the board of directors of the Company to produce proposal
of the Company to produce proposal in connection with profit distribution
in connection with profit distribution in cash;
in cash;
(8) other matters provided for by
(8) other matters provided for by the applicable laws and regulations,
the applicable laws and regulations, departmental rules or the articles
departmental rules or the articles of association of the Company.
of association of the Company.
Independent directors shall give one
Independent directors shall give of the following opinions in relation
one of the following opinions in to the above matters: agree; qualified
relation to the above matters: agree; opinion and reasons therefore; oppose
qualified opinion and reasons therefore; and reasons therefore; unable to form
oppose and reasons therefore; unable an opinion and the impediments to
to form an opinion and the impediments doing so. The following matters shall
to doing so. be submitted to the board of directors
for consideration after being approved
by more than half of all independent
directors:
(1) connected transactions that should
be disclosed;
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(2) changes in or waivers of commitments
by the Company and related parties;
(3) the decisions made and measures
taken by the board of directors of
the acquired company in connection
with the acquisition;
(4) other matters as stipulated by
laws, regulations and the Articles
of Association.
---------------------------------------------------
Article 128 The independent directors
shall hold special meetings on a regular
or irregular basis, and the matters
as described in sub-paragraphs (1)
to (3) of paragraph 1 of Article 126
and Article 127 of these Articles
of Association shall be considered
at special meetings of independent
directors.
The special meeting of independent
directors may study and discuss other
matters of the Company as required.
The special meeting of independent
directors shall be convened and presided
over by an independent director jointly
recommended by more than half of the
independent directors; if the convener
does not perform his duties or is
unable to perform his duties, two
or more independent directors may
convene the meeting and elect a representative
to preside over the meeting on their
own.
The Company shall provide convenience
and support for the convening of special
meetings of independent directors.
---------------------------------------------------
CHAPTER 13: SECRETARY OF THE BOARD CHAPTER 13 CHAPTER 12 : SECRETARY
OF DIRECTORS OF THE BOARD OF DIRECTORS
---------------------------------------------------
Article 138 The secretary of the Article 138 Article 131 The secretary
Company's board of directors shall of the Company's board of directors
be a natural person who has the requisite shall be a natural person who has
professional knowledge and experience, the requisite professional knowledge
and shall be appointed by the board and experience, and shall be appointed
of directors. by the board of directors.
The main tasks and duties of the The main tasks and duties of the secretary
secretary of the board of of the board of
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
directors include: directors include:
... ...
(10) other duties as stipulated by (10) other duties as stipulated by
laws, administrative regulations, laws, administrative regulations,
rules and the listing rules of the rules and the listing rules of the
jurisdictions in which the shares jurisdictions in which the shares
of the Company are listed and other of the Company are listed and other
regulatory documents and the Articles regulatory documents , other regulatory
of Association. documents
(including the listing rules) and
the Articles of Association.
---------------------------------------------------
CHAPTER 14: PRESIDENT CHAPTER 14 CHAPTER 13 : PRESIDENT
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Article 145 In performing their duties Article 145 Article 138 In performing
and powers, the president, vice presidents, their duties and powers, the president,
chief accountant, chief pilot, general vice presidents, chief accountant,
legal counsel and other senior officers chief pilot, general legal counsel
shall act honestly and diligently and other senior officers shall act
in accordance with laws, administrative honestly and diligently in accordance
regulations and the Articles of Association. with laws, administrative regulations,
other regulatory documents and
the Articles of Association.
---------------------------------------------------
CHAPTER 15: SUPERVISORY COMMITTEE CHAPTER 15 CHAPTE R 14 : SUPERVISORY
COMMITTEE
---------------------------------------------------
Article 147 The supervisory committee Article 147 Article 140 The supervisory
shall compose of five (5) supervisors. committee shall compose of five (5)
The number of outside supervisor supervisors. The number of outside
(hereinafter meaning supervisors supervisor (hereinafter meaning supervisors
who do not hold office in the Company) who do not hold office in the Company)
shall account for one half or more shall account for one half or more
of the total number of supervisory of the total number of supervisory
committee members. The number of committee members. The number of supervisors
supervisors representing employees representing employees shall not be
shall not be less than one-third less than one-third (1/3) of the total
(1/3) of the total number of supervisors. number of supervisors. The supervisory
The supervisory committee shall have committee shall have one (1) chairman
one (1) chairman. Each supervisor who shall be elected by more than
shall serve for a term of 3 years, half of the number of supervisors
which term is renewable upon reelection . Each supervisor shall serve for
and re-appointment. a term of 3 years, which term is renewable
upon reelection and re- appointment.
The election or removal of the chairman
of the supervisory committee shall The election or removal of the chairman
be determined by the affirmative of the supervisory committee shall
votes of two-thirds or more of the be determined by the affirmative votes
members of the supervisory committee. of two-thirds or more of the members
of the supervisory committee.
The chairman of the supervisory committee
shall organise
the implementation of the duties
of the supervisory committee.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
The chairman of the supervisory committee
shall organise the implementation
of the duties of the supervisory committee.
---------------------------------------------------
Article 150 The cumulative voting Article 150 Article 143 The cumulative
method may be adopted for voting voting method may shall be adopted
the resolution to elect supervisors for voting the resolution to elect
(excluding supervisors acted by staff supervisors (excluding supervisors
representatives) at the shareholders' acted by staff representatives) at
general meeting of the Company. Namely, the shareholders' general meeting
for the election of more than two of the Company. Namely, for the election
supervisors at the shareholders' of more than two supervisors at the
general meeting, each share held shareholders' general meeting, each
by the shareholders participating share held by the shareholders participating
in the voting shall carry the voting in the voting shall carry the voting
right equal to the total number of right equal to the total number of
supervisors to be elected. The shareholders supervisors to be elected. The shareholders
can either cast all the votes to can either cast all the votes to elect
elect one person or cast the votes one person or cast the votes to elect
to elect several persons. several persons.
---------------------------------------------------
Article 156 Resolutions of the supervisory Article 156 Article 149 Resolutions
committee shall be passed by the of the supervisory committee shall
affirmative vote of two-thirds or be passed by more than half of the
more of all of its members. number of supervisors the affirmative
vote of two-thirds or
more of all of its members.
---------------------------------------------------
CHAPTER 16: THE QUALIFICATIONS AND CHAPTER 16 CHAPTER 15 : THE QUALIFICATIONS
DUTIES OF THE DIRECTORS, SUPERVISORS, AND DUTIES OF THE DIRECTORS, SUPERVISORS,
PRESIDENT, VICE PRESIDENTS AND OTHER PRESIDENT, VICE PRESIDENTS AND OTHER
SENIOR OFFICERS OF THE SENIOR
COMPANY OFFICERS OF THE COMPANY
---------------------------------------------------
Article 162 The validity of an act Article 162 The validity of an act
carried out by a director, the president, carried out by a director, the president,
vice presidents, financial controller vice presidents, financial controller
or other senior officers of the Company or other senior officers of the Company
on behalf of the Company as against on behalf of the Company as against
a bona fide third party, shall not a bona fide third party, shall not
be affected by any irregularity in be affected by any irregularity in
his office, election or any defect his office, election or any defect
in his in his
qualification. qualification.
---------------------------------------------------
Article 163 In addition to the obligations Article 163 In addition to the obligations
imposed by laws, administrative regulations imposed by laws, administrative regulations
or the listing rules of the stock or the listing rules of the stock
exchange on which shares of the Company exchange on which shares of the Company
are listed, each of the Company's are listed, each of the Company's
directors, supervisors, president, directors, supervisors, president,
vice presidents and other senior vice presidents and other senior officers
officers owes a duty to each shareholder, owes a duty to each shareholder, in
in the exercise of the functions the exercise of the functions and
and powers entrusted to him by the powers entrusted to him by the Company:
Company:
(1) not to cause the Company to exceed
(1) not to cause the Company to exceed the scope of business stipulated in
the scope of business stipulated its business licence;
in its business licence;
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(2) to act honestly and in the best (2) to act honestly and in the best
interests of the Company; interests of the Company;
(3) not to deprive the Company of (3) not to deprive the Company of
its assets property in any way, including its assets property in any way, including
(but not limited to) any opportunities (but not limited to) any opportunities
which benefit the Company; which benefit the Company;
(4) not to deprive shareholders of (4) not to deprive shareholders of
the individual rights of, including the individual rights of, including
(but not limited to) rights to distribution (but not limited to) rights to distribution
and voting rights, save and except and voting rights, save and except
pursuant to a restructuring of the pursuant to a restructuring of the
Company which has been submitted Company which has been submitted to
to the shareholders the shareholders
for approval in accordance with the for approval in accordance with the
Articles of Association. Articles of Association.
---------------------------------------------------
Article 164 Each of the Company's Article 164 Each of the Company's
directors, supervisors, president, directors, supervisors, president,
vice presidents and other senior vice presidents and other senior officers
officers owes a duty, in the exercise owes a duty, in the exercise of his
of his powers or in the discharge powers or in the discharge of his
of his duties, to exercise the care, duties, to exercise the care, diligence
diligence and skill that a reasonably and skill that a reasonably prudent
prudent person would exercise in person would exercise in comparable
comparable circumstances, including circumstances, including but not limited
but not limited to compliance with to compliance with the standards of
the standards of the professional the professional ethics and code of
ethics and code of conduct conduct
formulated by the Company. formulated by the Company.
---------------------------------------------------
Article 165 Each of the Company's Article 165 Article 155 The directors
directors, supervisors, president, of the Company shall comply with the
vice presidents and other senior laws, administrative regulations and
officers shall exercise his powers these Articles of Association, and
or perform his duties in accordance shall have the following loyalty obligations
with the fiduciary principle; and to the Company:
shall not put himself in a position
where his duty and his interest may (1) not to take advantage of his
conflict. This principle includes authority to accept bribes or other
(without limitation) discharging illegal income, and not to misappropriate
the following obligations: the property of the Company;
(1) to act honestly in the best interests (2) not to misappropriate the funds
of the Company; of the Company;
(2) to act within the scope of his (3) not to open an account in his
powers and not to exceed such powers; own name or in the name of any other
individual to deposit the assets or
(3) to exercise the discretion vested funds of the Company;
in him personally and not to allow
himself to act under the control (4) not to lend the Company's funds
of another and, unless and to the to others or provide guarantees for
extent permitted by laws, administrative others with the Company's property
regulations or with the informed in violation of the provisions of
consent of shareholders given in these Articles of Association and
a general meeting, not to delegate without the consent of the shareholders'
the exercise of his discretion; general
meetings or the board of directors;
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(4) to treat shareholders of the (5) not to enter into contracts or
same class equally and to treat shareholders conduct transactions with the Company
of different classes fairly; in violation of the provisions of
these Articles of Association or without
(5) unless otherwise provided for the consent of the shareholders' general
in the Articles of Association or meeting;
except with the informed consent
of the shareholders given in a general (6) without the consent of the shareholders'
meeting, not to enter into any contract, general meeting, not to take advantage
transaction or arrangement with the of his authority to seek for himself
Company; or others business opportunities that
should belong to the Company, or to
(6) not to use the Company's property engage in business of the same kind
for his own benefit, without the as that of the Company for himself
informed consent of the shareholders or others;
given in a general meeting;
(7) not to accept commissions from
(7) not to exploit his position to transactions with the Company for
accept bribes or other illegal income his own benefit;
or misappropriate the Company's property
in any way, including (but not limited (8) not to disclose the secrets of
to) opportunities which benefit the the Company without authorization;
Company;
(9) not to damage the interests of
(8) not to accept commissions in the Company by taking advantage of
connection with the Company's transactions, its connected relationship;
without the informed consent of the
shareholders given in a general meeting; (10) other loyalty obligations stipulated
by laws, administrative regulations,
(9) to comply with the Company's departmental rules and these Articles
Articles of Association, to perform of Association.
his official duties faithfully, to
protect the Company's interests and The income obtained by a director
not to exploit his position and power in violation of the provisions of
in the Company to advance his own this Article shall belong to the Company;
interests; If any loss is caused to the Company,
he/she shall be liable for compensation.
(10) not to compete with the Company Each of the Company's directors, supervisors,
in any way, save with the informed president, vice presidents and other
consent of the shareholders given senior officers shall exercise his
in a general meeting; powers or perform his duties in accordance
with the fiduciary principle; and
(11) not to misappropriate the Company's shall not put himself in a position
funds, not to use the Company's assets where his duty and his interest may
to set up deposit accounts in his conflict. This principle includes
own name or in any other name, and (without limitation) discharging the
not to lend the funds of the Company following obligations:
to other party or to use the assets
of the Company to guarantee the debts (1) to act honestly in the best interests
of a third party unless with the of the Company;
full knowledge and consent of the
shareholders given at a shareholders' (2) to act within the scope of his
general meetings or of the board powers and not to exceed such powers;
of directors;
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(12) not to release any confidential (3) to exercise the discretion vested
information which he has obtained in him personally and not to allow
during his term of office, without himself to act under the control of
the informed consent of the shareholders another and, unless and to the extent
in a general meeting; nor shall he permitted by laws, administrative
use such information otherwise than regulations or with the informed consent
for the Company's benefit, save that of shareholders given in a general
disclosure of such information to meeting, not to delegate the exercise
the court or other governmental authorities of his discretion;
is permitted if:
(4) to treat shareholders of the same
(i) disclosure is required by the class equally and to treat shareholders
law; of different classes fairly;
(ii) in the public interests; (5) unless otherwise provided for
in the Articles of Association or
(iii) in the interests of the relevant except with the informed consent of
director, supervisor, president, the shareholders given in a general
vice presidents or other senior officer. meeting, not to enter into any contract,
transaction or arrangement with the
Gains derived by the directors, the Company;
president, the vice president and
other senior management personnel (6) not to use the Company's property
in violation of this Article shall for his own benefit, without the informed
be vested in the Company. The said consent of the shareholders given
officers shall be liable for damages in a general meeting;
should their actions cause losses
to the Company. (7) not to exploit his position to
accept bribes or other illegal income
or misappropriate the Company's property
in any way, including (but not limited
to) opportunities which benefit the
Company;
(8) not to accept commissions in connection
with the Company's transactions, without
the informed consent of the shareholders
given in a general meeting;
(9) to comply with the Company's Articles
of Association, to perform his official
duties faithfully, to protect the
Company's interests and not to exploit
his position and power in the Company
to advance his own interests;
(10) not to compete with the Company
in any way, save with the informed
consent of the shareholders given
in a general meeting;
(11) not to misappropriate the Company's
funds, not to use the Company's assets
to set up deposit accounts in his
own name or in any other name, and
not to lend the funds of the
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Company to other party or to use the
assets of the Company to guarantee
the debts of a third party unless
with the full knowledge and consent
of the shareholders given at a shareholders'
general meetings or of the board of
directors;
(12) not to release any confidential
information which he has obtained
during his term of office, without
the informed consent of the shareholders
in a general meeting; nor shall he
use such information otherwise than
for the Company's benefit, save that
disclosure of such information to
the court or other governmental authorities
is permitted if:
(i) disclosure is required by the
law;
(ii) in the public interests;
(iii) in the interests of the relevant
director, supervisor, president, vice
presidents or other senior officer.
Gains derived by the directors, the
president, the vice president and
other senior management personnel
in violation of this Article shall
be vested in the Company. The said
officers shall be liable for damages
should their
actions cause losses to the Company.
---------------------------------------------------
Article 156 Directors shall abide
by laws, administrative regulations
and these Articles of Association,
and shall have the following diligence
obligations to the Company:
(1) to exercise the rights granted
by the Company cautiously, conscientiously
and diligently to ensure that the
business activities of the Company
comply with the requirements of national
laws, administrative regulations and
various national economic policies,
and that the business activities do
not exceed the business scope specified
in the business license;
(2) to treat all shareholders fairly;
(3) to keep abreast of the business
operation and management status of
the Company;
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(4) to sign a written confirmation
opinion on the periodic report of
the Company. Ensure that the information
disclosed by the Company is true,
accurate and complete;
(5) to provide the board of supervisors
with relevant information and materials
truthfully, and not to hinder the
board of supervisors or supervisors
from exercising their powers;
(6) other diligence obligations stipulated
by laws, administrative regulations,
departmental rules and these Articles
of Association.
---------------------------------------------------
Article 157 Directors shall be deemed
to be failed to carry out their duties
if they fail to attend two consecutive
board meetings in person and to appoint
other directors to attend board meetings
on their behalf. The board of directors
shall propose at the shareholders'
general meeting for the removal of
such directors.
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Article 158 The provisions in Article
155 on the loyalty obligation of directors
and in sub-paragraphs (4), (5) and
(6) of Article 156 on the diligence
obligation shall also
apply to senior officers.
---------------------------------------------------
Article 159 Supervisors shall abide
by laws, administrative regulations
and these Articles of Association,
and shall have the obligations of
loyalty and diligence to the Company.
Supervisors shall neither accept bribes
or other illegal income by taking
advantage of their authority, nor
shall they misappropriate the
property of the Company.
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Article 166 Should the directors, Article 166 Article 160 Should the
the supervisors, the president, the directors, the supervisors, the president,
vice president and other senior management the vice president and other senior
personnel be requested to attend management personnel be requested
a shareholders' general meeting as to attend a shareholders' general
non-voting attendees, such directors, meeting as non-voting attendees, such
supervisors, president, vice president directors, supervisors, All directors,
and other senior management personnel supervisors and the secretary of the
shall attend the same as non-voting board of directors of the Company
attendees and provide response and shall attend the shareholders' general
explanations to the interrogations meeting when the
and suggestion raised by the shareholders. meeting is convened, and president,
vice president and
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Directors, supervisors, presidents, other senior management personnel
vice presidents and other senior shall attend the same as non-voting
management personnel shall inform attendees and provide response and
the supervisory committee of the explanations to the interrogations
relevant status and provide the same and suggestion raised by the shareholders.
with the relevant information in
accordance with the facts and shall Directors, supervisors, presidents,
not preclude the supervisory committee vice presidents and other senior management
from exercising its functions and personnel shall inform the supervisory
powers. committee of the relevant status and
provide the same with the relevant
information in accordance with the
facts and shall not preclude the supervisory
committee from
exercising its functions and powers.
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Article 167 Each director, supervisor, Article 167 Each director, supervisor,
president, vice presidents and other president, vice presidents and other
senior officer of the Company shall senior officer of the Company shall
not direct the following persons not direct the following persons or
or institutions ("associates") to institutions ("associates") to act
act in a manner which he is prohibited in a manner which he is prohibited
from so acting: from so acting:
(1) the spouse or minor child of (1) the spouse or minor child of the
the director, supervisor, president, director, supervisor, president, vice
vice presidents or other senior officer; presidents or other senior officer;
(2) the trustee of the director, (2) the trustee of the director, supervisor,
supervisor, president, vice presidents president, vice presidents or other
or other senior officer or of any senior officer or of any person described
person described in sub-paragraph in sub-paragraph (1) above;
(1) above;
(3) the partner of that director,
(3) the partner of that director, supervisor, president, vice presidents
supervisor, president, vice presidents or other senior officer or any person
or other senior officer or any person referred to in sub-paragraphs (1)
referred to in sub-paragraphs (1) and (2) of this Article;
and (2) of this Article;
(4) a company in which that director,
(4) a company in which that director, supervisor, president, vice presidents
supervisor, president, vice presidents or other senior officer, whether alone
or other senior officer, whether or jointly with any person referred
alone or jointly with any person to in sub-paragraphs (l), (2) and
referred to in sub-paragraphs (l), (3) of this Article and other directors,
(2) and (3) of this Article and other supervisors, president and other senior
directors, supervisors, president officers, has de facto controlling
and other senior officers, has de interest;
facto controlling interest;
(5) the directors, supervisors, president,
(5) the directors, supervisors, president, vice presidents and other senior officers
vice presidents and other senior of a company which is being controlled
officers of a company which is being in the manner set out in sub- paragraph
controlled in the manner set out (4) above.
in sub- paragraph (4) above.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Article 170 Subject to Article 59 Article 170 Subject to Article 59
hereof, a director, supervisor, president, hereof, a director, supervisor, president,
vice president or other senior officer vice president or other senior officer
of the Company may be relieved of of the Company may be relieved of
liability for specific breaches of liability for specific breaches of
his duty with the informed consent his duty with the informed consent
of the shareholders given at a general of the shareholders given at a general
meeting. meeting.
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Article 171 Where a director, supervisor, Article 171 Article 163 Where a director,
president, vice president or other supervisor, president, vice president
senior officer of the Company is or other senior officer of the Company
in any way, directly or indirectly, is in any way, directly or indirectly,
materially interested in a contract, materially interested in a contract,
transaction or arrangement or proposed transaction or arrangement or proposed
contract, transaction or arrangement contract, transaction or arrangement
with the Company, (other than his with the Company, (other than his
contract of service with the Company), contract of service with the Company),
he shall declare the nature and extent he shall declare the nature and extent
of his interests to the board of of his interests to the board of directors
directors at the earliest opportunity, at the earliest opportunity, whether
whether or not the contract, transaction or not the contract, transaction or
or arrangement or proposal therefore arrangement or proposal therefore
is otherwise subject to the approval is otherwise subject to the approval
of the board of directors. of the
board of directors.
Subject to the exceptions provided
by these Articles of Association, Subject to the exceptions provided
a director shall not vote at the by these Articles of Association,
relevant meeting of the board of a director shall not vote at the relevant
directors in respect of any contract, meeting of the board of directors
transaction or arrangement in which in respect of any contract, transaction
he, or his connected persons (as or arrangement in which he, or his
defined in the applicable listing connected persons (as defined in the
rules as amended from time to time), applicable listing rules as amended
are materially interested and he from time to time), are materially
shall not be counted as part of the interested and he shall not be counted
quorum of such meeting. as part of the quorum of such
meeting.
Unless an interested director, supervisor,
president, vice president or other Unless an interested director, supervisor,
senior officer discloses his interests president, vice president or other
in accordance with the first sub-paragraph senior officer discloses his interests
of this Article and he is not counted in accordance with the first sub-paragraph
as part of the quorum and refrains of this Article and he is not counted
from voting, such transaction is as part of the quorum and refrains
voidable at the instance of the Company from voting, such transaction is voidable
except as against a bona fide party at the instance of the Company except
thereto who does not have notice as against a bona fide party thereto
of the breach of duty by the interested who does not have notice of the breach
director, supervisor, president, of duty by the interested director,
vice president or other senior officer. supervisor, president, vice president
or other senior
officer.
A director, supervisor, president,
vice president or other senior officer A director, supervisor, president,
of the Company is deemed to be interested vice president or other senior officer
in a contract, transaction or arrangement of the Company is deemed to be interested
in which his associate is interested. in a contract, transaction or arrangement
in which his associate
is interested.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Article 172 Where a director, supervisor, Article 172 Where a director, supervisor,
president, vice president or other president, vice president or other
senior officer of the Company gives senior officer of the Company gives
to the board of directors a notice to the board of directors a notice
in writing stating that, by reason in writing stating that, by reason
of the facts specified in the notice, of the facts specified in the notice,
he is interested in contracts, transactions he is interested in contracts, transactions
or arrangements which may subsequently or arrangements which may subsequently
be made by the Company, that notice be made by the Company, that notice
shall be deemed for the purposes shall be deemed for the purposes of
of the preceding Article to be a the preceding Article to be a sufficient
sufficient declaration of his interests, declaration of his interests, so far
so far as the content stated in such as the content stated in such notice
notice is concerned, provided that is concerned, provided that such notice
such notice shall have been given shall have been given before the date
before the date on which the question on which the question of entering
of entering into the relevant contract, into the relevant contract, transaction
transaction or arrangement is first or arrangement is first taken into
taken into consideration by the Company. consideration by the Company.
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Article 173 The Company shall not Article 173 The Company shall not
pay taxes for or on behalf of a director, pay taxes for or on behalf of a director,
supervisor, president, vice president supervisor, president, vice president
or or
other senior officer in any manner. other senior officer in any manner.
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Article 174 The Company shall not Article 174 The Company shall not
directly or indirectly make a loan directly or indirectly make a loan
to or provide any guarantee in connection to or provide any guarantee in connection
with the making of a loan to a director, with the making of a loan to a director,
supervisor, president, vice president supervisor, president, vice president
or other senior officer of the Company or other senior officer of the Company
or of the Company's holding company or of the Company's holding company
or any of their respective associates. or any of their respective associates.
The foregoing prohibition shall not The foregoing prohibition shall not
apply to the following circumstances: apply to the following circumstances:
(1) the provision by the Company (1) the provision by the Company of
of a loan or a guarantee in connection a loan or a guarantee in connection
with the making of a loan to its with the making of a loan to its subsidiary:
subsidiary:
(2) the provision by the Company of
(2) the provision by the Company a loan or a guarantee in connection
of a loan or a guarantee in connection with the making of a loan or any other
with the making of a loan or any funds available to any of its directors,
other funds available to any of its supervisors, president, vice presidents
directors, supervisors, president, and other senior officers to meet
vice presidents and other senior expenditure incurred or to be incurred
officers to meet expenditure incurred by him for the purposes of the Company
or to be incurred by him for the or for the purpose of enabling him
purposes of the Company or for the to perform his duties properly, in
purpose of enabling him to perform accordance with the terms of a service
his duties properly, in accordance contract approved by the shareholders
with the terms of a service contract in a general meeting;
approved by the shareholders in a
general meeting; (3) if the ordinary course of business
of the Company
(3) if the ordinary course of business
of the Company
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
includes the lending of money or includes the lending of money or the
the giving of guarantees, the Company giving of guarantees, the Company
may make a loan to or provide a guarantee may make a loan to or provide a guarantee
in connection with the making of in connection with the making of a
a loan to any of the relevant director, loan to any of the relevant director,
supervisor, president, vice president supervisor, president, vice president
and any other senior officer or his and any other senior officer or his
or her respective associates in the or her respective associates in the
ordinary course of its business on ordinary course of its business on
normal commercial terms. normal commercial terms.
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Article 175 Any person who receives Article 175 Any person who receives
funds from a loan which has been funds from a loan which has been made
made by the Company acting in breach by the Company acting in breach of
of the preceding Article shall, irrespective the preceding Article shall, irrespective
of the terms of the loan, forthwith of the terms of the loan, forthwith
repay such funds. repay such funds.
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Article 176 A guarantee for the repayment Article 176 A guarantee for the repayment
of a loan which has been provided of a loan which has been provided
by the Company acting in breach of by the Company acting in breach of
Article 174(1) of these Articles Article 174(1) of these Articles of
of Association shall not be enforceable Association shall not be enforceable
against the Company, save in respect against the Company, save in respect
of the following circumstances: of the following circumstances:
(1) the guarantee was provided in (1) the guarantee was provided in
connection with a loan which was connection with a loan which was made
made to an associate of any of the to an associate of any of the director,
director, supervisor, president, supervisor, president, vice president
vice president and any other senior and any other senior officer of the
officer of the Company or of the Company or of the Company's holding
Company's holding company and the company and the lender of such funds
lender of such funds did not know did not know of the relevant circumstances
of the relevant circumstances at at the time of the making of the loan;
the time of the making of the loan; or
or
(2) the collateral which has been
(2) the collateral which has been provided by the Company
provided by the Company has already been lawfully disposed
has already been lawfully disposed of by the lender to a bona fide purchaser.
of by the lender to a bona fide purchaser.
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Article 177 For the purposes of the Article 177 For the purposes of the
foregoing provisions of this Chapter, foregoing provisions of this Chapter,
a "guarantee" includes an undertaking a "guarantee" includes an undertaking
or property provided to secure the or property provided to secure the
obligor's performance of his obligor's performance of his
obligations. obligations.
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Article 179 In addition to any rights Article 179 In addition to any rights
and remedies provided by the laws and remedies provided by the laws
and administrative regulations, where and administrative regulations, where
a director, supervisor, president, a director, supervisor, president,
vice president or other senior officer vice president or other senior officer
of the Company breaches the duties of the Company breaches the duties
which he owes to the Company, the which he owes to the Company, the
Company has a right: Company has a right:
(1) to demand such director, supervisor, (1) to demand such director, supervisor,
president, vice president, vice
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
president or other senior officer president or other senior officer
to compensate it for losses sustained to compensate it for losses sustained
by the Company as a result of such by the Company as a result of such
breach; breach;
(2) to rescind any contract or transaction (2) to rescind any contract or transaction
which has been entered into between which has been entered into between
the Company and such director, supervisor, the Company and such director, supervisor,
president vice president or other president vice president or other
senior officer or between the Company senior officer or between the Company
and a third party (where such third and a third party (where such third
party knows or should have known party knows or should have known that
that such director, supervisor, president, such director, supervisor, president,
vice president and other senior officer vice president and other senior officer
representing the Company has breached representing the Company has breached
his duties owed to the Company); his duties owed to the Company);
(3) to demand such director, supervisor, (3) to demand such director, supervisor,
president, vice president or other president, vice president or other
senior officer to account for profits senior officer to account for profits
made as result of the breach of his made as result of the breach of his
duties; duties;
(4) to recover any monies which should (4) to recover any monies which should
have been received by the Company have been received by the Company
and which were received by such director, and which were received by such director,
supervisor, president, vice president supervisor, president, vice president
or other senior officer instead, or other senior officer instead, including
including (without limitation) commissions; (without limitation) commissions;
and and
(5) to demand repayment of interest (5) to demand repayment of interest
earned or which may have been earned earned or which may have been earned
by such director, supervisor, president, by such director, supervisor, president,
vice president or other senior officer vice president or other senior officer
on monies that should on monies that should
have been paid to the Company. have been paid to the Company.
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Article 180 The Company shall, with Article 180 The Company shall, with
the prior approval of shareholders the prior approval of shareholders
in a general meeting, enter into in a general meeting, enter into a
a contract in writing with a director contract in writing with a director
or supervisor wherein his emoluments or supervisor wherein his emoluments
are stipulated. The aforesaid emoluments are stipulated. The aforesaid emoluments
include: include:
(1) emoluments in respect of his (1) emoluments in respect of his service
service as director, supervisor or as director, supervisor or senior
senior officer of the Company; officer of the Company;
(2) emoluments in respect of his (2) emoluments in respect of his service
service as director, supervisor or as director, supervisor or senior
senior officer of any subsidiary officer of any subsidiary of the Company;
of the Company; (3) emoluments in respect of the provision
(3) emoluments in respect of the of other services in connection with
provision of other services in connection the management of the affairs of the
with the management of the affairs
of the
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Company and any of its subsidiaries; Company and any of its subsidiaries;
(4) payment by way of compensation (4) payment by way of compensation
for loss of office, or in connection for loss of office, or in connection
with his retirement from office. with his retirement from office.
No proceedings may be brought by No proceedings may be brought by a
a director or supervisor against director or supervisor against the
the Company for anything due to him Company for anything due to him in
in respect of the matters mentioned respect of the matters mentioned in
in this Article except pursuant to this Article except pursuant to the
the contract mentioned above. contract mentioned above.
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Article 181 The contract concerning Article 181 The contract concerning
the emoluments between the Company the emoluments between the Company
and its directors or supervisors and its directors or supervisors should
should provide that in the event provide that in the event of a takeover
of a takeover of the Company, the of the Company, the Company's directors
Company's directors and supervisors and supervisors shall, subject to
shall, subject to the prior approval the prior approval of shareholders
of shareholders in a general meeting, in a general meeting, have the right
have the right to receive compensation to receive compensation or other payment
or other payment in respect of his in respect of his loss of office or
loss of office or retirement. For retirement. For the purposes of this
the purposes of this paragraph, a paragraph, a takeover of the Company
takeover of the Company includes includes any of the following:
any of the following:
(1) an offer made by any person to
(1) an offer made by any person to the general body of shareholders;
the general body of shareholders;
(2) an offer made by any person with
(2) an offer made by any person with a view to the offeror becoming a "controlling
a view to the offeror becoming a shareholder" within the meaning of
"controlling shareholder" within Article 60 hereof.
the meaning of Article 60 hereof.
If the relevant director or supervisor
If the relevant director or supervisor does not comply with this Article,
does not comply with this Article, any sum so received by him shall belong
any sum so received by him shall to those persons who have sold their
belong to those persons who have shares as a result of such offer.
sold their shares as a result of The expenses incurred in distributing
such offer. The expenses incurred such sum on a pro rata basis amongst
in distributing such sum on a pro such persons shall be borne by the
rata basis amongst such persons shall relevant director or supervisor and
be borne by the relevant director shall not be paid out of
or supervisor and shall not be paid such sum.
out of
such sum.
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Article 178 Subject to the approval Article 178 Article 164 Subject to
by the shareholders' general meeting, the approval by the shareholders'
the Company may take out liability general meeting, the Company may take
insurance for any director, supervisor, out liability insurance for any director,
president, vice president and any supervisor, president, vice president
other senior officer of the Company, and any other senior officer of the
except for those liability resulting Company, except for those liability
from the violation of resulting from the violation of
laws, administrative regulations,
other regulatory
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
laws, administrative regulations documents and the Articles of Association
and the Articles of Association by by such director, supervisor, president,
such director, supervisor, president, vice president and other senior officer
vice president and other senior officer of the Company.
of the Company.
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CHAPTER 17: FINANCIAL AND ACCOUNTING CHAPTER 17 CHAPTER 16: FINANCIAL AND
SYSTEMS, PROFIT DISTRIBUTION AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION
AUDIT AND AUDIT
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Article 201 Unless otherwise provided Article 201 Article 184 Unless otherwise
for in relevant laws and administrative provided for in relevant laws and
regulations, where cash dividends administrative , regulations and other
and other amounts are to be paid regulatory documents , where cash
in Hong Kong dollars, the applicable dividends and other amounts are to
exchange rate shall be the average be paid in Hong Kong dollars, the
closing rate for the relevant foreign applicable exchange rate shall be
currency announced by the Peoples' the average closing rate for the relevant
Bank of China during the week prior foreign currency announced by the
to the announcement of payment of Peoples' Bank of China during the
dividend and other amounts. week prior to the announcement of
payment of dividend and other amounts.
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CHAPTER 18: APPOINTMENT OF ACCOUNTANCY CHAPTER 18 CHAPTER 17 : APPOINTMENT
FIRM OF ACCOUNTANCY FIRM
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Article 206 The Company shall appoint Article 206 Article 189 The Company
an independent firm of accountants shall engage accountants' firms that
which is qualified under the relevant complies with the requirements of
regulations of the State to audit the Securities Law and the listing
the Company's annual report. Such rules of the jurisdictions where the
firm of accountants shall also review shares of the Company are listed,
the Company's other financial reports, to perform the tasks of auditing accounting
verify the net assets and carry out statements, verifying the net assets
other businesses such as the relevant and other relevant consulting services.
consultation services.
The Company shall appoint an independent
The first auditors of the Company firm of accountants which is qualified
may be appointed before the first under the relevant regulations of
annual general meeting of the Company the State to audit the Company's annual
at the inaugural meeting. Auditors report. Such firm of accountants shall
so appointed shall hold office until also review the Company's other financial
the conclusion of the first annual reports, verify the net assets and
general meeting. carry out other businesses such as
the relevant consultation services.
If the inaugural meeting does not
exercise the powers under the preceding The first auditors of the Company
paragraph, those powers shall be may be appointed before the first
exercised by the board of directors. annual general meeting of the Company
at the inaugural meeting. Auditors
so appointed shall hold office
until the conclusion of the first
annual general meeting.
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
If the inaugural meeting does not
exercise the powers under the preceding
paragraph, those powers shall be exercised
by the board of directors.
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Article 208 The accounting firm appointed Article 208 Article 191 The accounting
by the Company shall enjoy the following firm appointed by the Company shall
rights: enjoy the following rights:
(1) a right to review to the books, (1) a right to review to the books,
records and vouchers of the Company records and vouchers of the Company
at any time, the right to require at any time, the right to require
the directors, president, vice presidents the directors, president, vice presidents
and other senior officers of the and other senior officers of the Company
Company to supply relevant information to supply relevant information and
and explanations; explanations;
(2) a right to require the Company (2) a right to require the Company
to take all reasonable steps to obtain to take all reasonable steps to obtain
from its subsidiaries such information from its subsidiaries such information
and explanation as are necessary and explanation as are necessary for
for the discharge of its duties; the discharge of its duties;
(3) a right to attend shareholders' (3) a right to attend shareholders'
general meetings and to receive all general meetings and to receive all
notices of, and other communications notices of, and other communications
relating to, any shareholders' general relating to, any shareholders' general
meeting which any shareholder is meeting which any shareholder is entitled
entitled to receive, and to speak to receive, and to speak at any shareholders'
at any shareholders' general meeting general meeting in relation to matters
in relation to matters concerning concerning its role as the Company's
its role as the Company's accounting accounting firm. a right to attend
firm. and speak at any shareholders' general
meeting in relation to matters
concerning its role as the Company's
accounting firm.
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Article 209 If there is a vacancy Article 209 Article 192 If there is
in the position of accountant of a vacancy in the position of accountant
the Company, the board of directors of the Company, the board of directors
may appoint an accounting firm to may appoint an accounting firm to
fill such vacancy before the convening fill such vacancy before the convening
of the shareholders' general meeting. of the shareholders' general meeting.
Any other accounting firm which has Any other accounting firm which has
been appointed by the Company may been appointed by the Company may
continue to act during the period continue to act during the period
during which a during which a
vacancy arises. vacancy arises.
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Article 210 The shareholders in a Article 210 Article 193 The shareholders
general meeting may by ordinary resolution in a general meeting may by ordinary
remove the Company's accounting firms resolution remove the Company's accounting
before the expiration of its term firms before the expiration of its
of office, irrespective of the provisions term of office, irrespective of the
in the contract between the Company provisions in the contract between
and the Company's accountant firm. the Company and the Company's accountant
However, the accounting firm's right firm. However, the accounting firm's
to claim for damages which arise right to claim for damages which arise
from its removal shall not be affected from its removal shall not be affected
thereby. thereby.
The shareholders in a general meeting
shall have the
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Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
power to remove the Company's accounting
firm by ordinary resolution before
the expiration of its term of office.
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Article 211 The remuneration of an Article 211 Article 194 The remuneration
accounting firm or the manner in of an accounting firm or the manner
which such firm is to be remunerated in which such firm is to be remunerated
shall be determined by the shareholders shall be determined by way of an ordinary
in a general meeting. The remuneration resolution by the shareholders in
of an accounting firm appointed by a general meeting. The remuneration
the board of directors shall be determined of an accounting firm appointed by
by the board of directors. the board of directors shall
be determined by the board of directors.
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Article 212 The Company's appointment, Article 212 The Company's appointment,
removal or non- reappointment of removal or non- reappointment of an
an accounting firm shall be resolved accounting firm shall be resolved
by the shareholders in a general by the shareholders in a general meeting,
meeting, and shall file such resolutions and shall file such resolutions with
with the authority in charge of securities the authority in charge of securities
of the State Council for record. of the State Council for record.
Where a general meeting of shareholders Where a general meeting of shareholders
is proposed to resolve to appoint is proposed to resolve to appoint
an accounting firm other than an an accounting firm other than an incumbent
incumbent accounting firm to fill accounting firm to fill a casual vacancy
a casual vacancy of an accountant, of an accountant, or to reappoint
or to reappoint as the accountant as the accountant a retiring accounting
a retiring accounting firm that was firm that was appointed by the board
appointed by the board of directors of directors to fill a casual vacancy,
to fill a casual vacancy, or to dismiss or to dismiss an accounting firm before
an accounting firm before the expiration the expiration of its term of office,
of its term of office, the following the following provisions shall apply:
provisions shall apply:
(1) A copy of the appointment or removal
(1) A copy of the appointment or proposal shall be sent (before notice
removal proposal shall be sent (before of meeting is given to the shareholders)
notice of meeting is given to the to the accounting firm proposed to
shareholders) to the accounting firm be appointed or proposing to leave
proposed to be appointed or proposing its post or the firm which has left
to leave its post or the firm which its post in the relevant fiscal year
has left its post in the relevant (leaving includes leaving by removal,
fiscal year (leaving includes leaving resignation and retirement).
by removal, resignation and retirement).
(2) If the accounting firm leaving
(2) If the accounting firm leaving its post makes representations in
its post makes representations in writing and requests the Company to
writing and requests the Company give the shareholders notice of such
to give the shareholders notice of representations, the Company shall
such representations, the Company (unless the representations have been
shall (unless the representations received too late) take the following
have been received too late) take measures:
the following measures:
(a) in the notice of the shareholders'
(a) in the notice of the shareholders' meeting, state the fact of the representations
meeting, state the fact of the representations having been made; and
having been made; and
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Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(b) attach a copy of the representations (b) attach a copy of the representations
to the notice and deliver it to the to the notice and deliver it to the
shareholders in the manner stipulated shareholders in the manner stipulated
in the Company's Articles of Association. in the Company's Articles of Association.
(3) If the Company fails to send (3) If the Company fails to send out
out the accounting firm's representations the accounting firm's representations
in the manner set out in sub-paragraph in the manner set out in sub-paragraph
(2) above, such accounting firm may (2) above, such accounting firm may
require that the representations require that the representations be
be read out at the meeting. read out at the meeting.
(4) An accounting firm which is leaving (4) An accounting firm which is leaving
its post shall be entitled to attend its post shall be entitled to attend
the following shareholders' general the following shareholders' general
meetings: meetings:
(a) the general meeting at which (a) the general meeting at which its
its term of office would otherwise term of office would otherwise have
have expired; expired;
(b) the general meeting at which (b) the general meeting at which it
it is proposed to fill the vacancy is proposed to fill the vacancy caused
caused by its removal; and by its removal; and
(c) the general meeting which convened (c) the general meeting which convened
as a result of its resignation, and as a result of its resignation, and
to receive all notices of, and other to receive all notices of, and other
communications relating to, any such communications relating to, any such
meeting, and to speak at any such meeting, and to speak at any such
meeting which concerns it as former meeting which concerns it as former
auditor of the Company. auditor of the Company.
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Article 213 Notice should be given Article 213 Article 195 Notice should
ten (10) days in advance to the accounting be given ten (10) days in advance
firm if the Company decides to remove to the accounting firm if the Company
such accounting firm or not to renew decides to remove such accounting
the appointment thereof. Such accounting firm or not to renew the appointment
firm shall be entitled to make representations thereof. Such accounting firm shall
at the shareholders' general meeting. be entitled to make representations
Where the accounting firm resigns at the shareholders' general meeting.
from its position, it shall make Where the accounting firm resigns
clear to the shareholders in a general from its position, it shall make clear
meeting whether there has been any to the shareholders in a general meeting
impropriety on the part of the Company. whether there has been any impropriety
on the part of the Company.
An accounting firm may resign its
office by depositing at the Company's An accounting firm may resign its
legal address a resignation notice office by depositing at the Company's
which shall become effective on the legal address a resignation notice
date of such deposit or on such later which shall become effective on the
date as may be stipulated in such date of such deposit or on such later
notice. Such notice shall contain date as may be stipulated in such
the following statements: notice. Such
notice shall contain the following
statements:
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(1) a statement to the effect that (1) a statement to the effect that
there are no circumstances connected there are no circumstances connected
with its resignation which it considers with its resignation which it considers
should be brought to the notice of should be brought to the notice of
the shareholders or creditors of the shareholders or creditors of the
the Company; or Company; or
(2) a statement of any such circumstances. (2) a statement of any such circumstances.
The Company shall, within fourteen The Company shall, within fourteen
(14) days after receipt of the notice (14) days after receipt of the notice
referred to in the preceding paragraph, referred to in the preceding paragraph,
serve a copy of the notice to the serve a copy of the notice to the
competent governing authority. If competent governing authority. If
the notice contains the statement the notice contains the statement
under the preceding sub- paragraph under the preceding sub- paragraph
(2), a copy of such statement shall (2), a copy of such statement shall
be made available at the Company be made available at the Company for
for shareholders' inspection. The shareholders' inspection. The Company
Company shall also send a copy of shall also send a copy of such statement
such statement by prepaid mail to by prepaid mail to each holder of
each holder of Overseas-Listed Foreign Overseas-Listed Foreign Shares at
Shares at the address registered the address registered in the register
in the register of shareholders. of shareholders. Notwithstanding the
Notwithstanding the above, provided above, provided that the laws and
that the laws and regulations and regulations and the relevant listing
the relevant listing rules of the rules of the jurisdictions where the
jurisdictions where the shares of shares of the Company are listed are
the Company are listed are complied complied with, the abovementioned
with, the abovementioned notice may notice may also be served to the holders
also be served to the holders of of Overseas-Listed Foreign Shares
Overseas-Listed Foreign Shares by by other means as specified in Article
other means as specified in Article 231 herein.
231 herein.
Where the accounting firm's notice
Where the accounting firm's notice of resignation contains a statement
of resignation contains a statement in respect of the above, it may require
in respect of the above, it may require the board of directors to convene
the board of directors to convene a shareholders' extraordinary general
a shareholders' extraordinary general meeting for the purpose of receiving
meeting for the purpose of receiving an explanation of the circumstances
an explanation of the circumstances connected with its resignation.
connected with its resignation.
---------------------------------------------------
CHAPTER 19: MERGER AND DEMERGER OF CHAPTER 19 CHAPTE R 18 : MERGER AND
THE COMPANY DEMERGER OF THE COMPANY
---------------------------------------------------
Article 215 The merger of the Company Article 215 Article 197 The merger
may take the form of either merger of the Company may take the form of
by absorption or merger by the establishment either merger by absorption or merger
of a new company. by the establishment of a new company.
In the event of a merger, the merging In the event of a merger, the merging
parties shall execute a merger agreement parties shall execute a merger agreement
and prepare a balance sheet and an and prepare a balance sheet and an
inventory of assets. The Company inventory of assets. The Company shall
shall notify its creditors within notify its creditors within ten (10)
ten (10) days of the date of the days of the date of the Company's
Company's merger merger
resolution and shall publish a public resolution and shall publish a public
notice in a newspaper notice in a newspaper
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
within thirty (30) days of the date within thirty (30) days of the date
of the Company's merger resolution. of the Company's merger resolution.
Upon the merger, rights in relation A creditor has the right, within
to debtors and indebtedness of each thirty (30) days upon receipt of the
of the merged parties shall be assumed notice, or for those who have not
by the company which survives the received the notice, within forty-five
merger or the newly established company. (45) days from the date of the public
announcement, to demand the Company
to repay its debts or provide a corresponding
guarantee for such debt.
Upon the merger, rights in relation
to debtors and indebtedness of each
of the merged parties shall be assumed
by the company which survives the
merger or the newly established company.
---------------------------------------------------
CHAPTER 20: DISSOLUTION AND LIQUIDATION CHAPTER 20 CHAPTER 19 : DISSOLUTION
AND LIQUIDATION
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Article 218 The Company shall be Article 218 Article 200 The Company
dissolved and liquidated upon the shall be dissolved upon the following
occurrence of any of the following reasons and liquidated upon the occurrence
events: of any of the following events :
(1) a resolution for dissolution (1) the term of operation of the
is passed by shareholders at a general Company prescribed in these Articles
meeting; of Association has expired, or other
causes for dissolution as stipulated
(2) dissolution is necessary due in these Articles of Association occur;
to a merger or demerger of the Company;
(1) (2) a resolution for dissolution
(3) the Company is legally declared is passed by shareholders at a general
insolvent due to its failure to repay meeting;
debts as they become due; and
(2) (3) dissolution is necessary due
(4) the company has its business to a merger or demerger of the Company;
licence revoked, or is ordered to
close up or to have its business (3) the Company is legally declared
cancelled in accordance with the insolvent due to its failure to repay
law; or debts as they become due; and
(5) If a company has encountered (4) the company has its business licence
serious difficulties in its operations revoked, or is ordered to close up
and management and the company's or to have its business cancelled
continued existence may materially in accordance with the law; or
harm the interests of the shareholders,
and if the same fails to be resolved (5) If a company has encountered serious
by any other means, shareholders difficulties in its
holding ten percent or more of the
aggregate voting rights of the Company
may request a
People's Court to dissolve the company.
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
operations and management and the
company's continued existence may
materially harm the interests of the
shareholders, and if the same fails
to be resolved by any other means,
shareholders holding ten percent or
more of the aggregate voting rights
of the Company may request a
People's Court to dissolve the company
Company .
---------------------------------------------------
Article 201 Under the circumstances
described in sub- paragraph (1) of
Article 200 in these Articles of Association,
the Company may continue to exist
through amendment of these Articles
of Association.
Amendment of these Articles of Association
in accordance with the above paragraph
shall be passed by no less than two-thirds
of the voting rights held by the shareholders
present at the general meeting.
---------------------------------------------------
Article 219 A liquidation committee Article 21 9Article 202 A liquidation
shall be set up within fifteen (15) committee shall be set up within fifteen
days of the Company being dissolved (15) days commencing from the date
pursuant to sub-paragraphs (1), (3), on which the events being the grounds
(4) and (5) of the preceding Article, for dissolution occurred, in order
and the composition of the liquidation to start liquidation process of where
committee of the Company shall be the Company is being dissolved pursuant
determined by an ordinary resolution to sub-paragraphs (1), (3) (2), (4)
of shareholders in a general meeting. and (5) of the preceding Article 200
If the Company fails to set up the in these Articles of Association.
liquidation committee within the The members of the liquidation committee
time limit, the creditors may apply shall be composed of persons decided
to the People's Court for appointment by directors or decided at shareholders'
of relevant persons to form a liquidation general meeting. and the composition
committee and carry out liquidation. of the liquidation committee of the
Company shall be determined by an
ordinary resolution of shareholders
in a general meeting . If the Company
fails to set up the liquidation committee
within the time limit, the creditors
may apply to the People's Court for
appointment of relevant persons to
form a liquidation committee and carry
out liquidation.
---------------------------------------------------
Article 220 Where the board of directors Article 220 Where the board of directors
proposes to liquidate the Company proposes to liquidate the Company
for any reason other than the Company's for any reason other than the Company's
declaration of its own insolvency, declaration of its own insolvency,
the board shall include a statement the board shall include a statement
in its notice convening a shareholders' in its notice convening a shareholders'
general meeting to consider the proposal general meeting to consider the proposal
to the effect that, after making to the effect that, after making full
full inquiry into the affairs of inquiry into the affairs of the Company,
the Company, the board of directors the board of directors is of the opinion
is of the opinion that that
the Company will be able to pay its the Company will be able to pay its
debts in full within debts in full within
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
twelve (12) months from the commencement twelve (12) months from the commencement
of the liquidation. of the liquidation.
Upon the passing of the resolution Upon the passing of the resolution
by the shareholders in a general by the shareholders in a general meeting
meeting for the liquidation of the for the liquidation of the Company,
Company, all functions and powers all functions and powers of the board
of the board of directors shall cease. of directors shall cease.
The liquidation committee shall act The liquidation committee shall act
in accordance with the instructions in accordance with the instructions
of the shareholders' general meeting of the shareholders' general meeting
to make a report at least once every to make a report at least once every
year to the shareholders' general year to the shareholders' general
meeting on the committee's income meeting on the committee's income
and expenses, the business of the and expenses, the business of the
Company and the progress of the liquidation; Company and the progress of the liquidation;
and to present a final report to and to present a final report to the
the shareholders' general shareholders' general
meeting on completion of the liquidation. meeting on completion of the liquidation.
---------------------------------------------------
Article 221 The liquidation committee Article 221 Article 203 The liquidation
shall, within ten (10) days of its committee shall, within ten (10) days
establishment, send notices to creditors of its establishment, send notices
and shall, within sixty (60) days to creditors and shall, within sixty
of its establishment, publish a public (60) days of its establishment, publish
announcement in a newspaper. The a public announcement in a newspaper.
liquidation committee shall not make Creditors should, within thirty (30)
repayment to creditors during the days upon receipt of the notice, or
claims declaration period. for those who have not received the
notice, within forty-five (45) days
from the date of the public announcement,
declare their claims to the liquidation
committee.
When declaring claims, creditors
shall state relevant particulars of
their claims and provide supporting
materials. The liquidation committee
shall register the claims.
The liquidation committee shall not
make repayment to creditors during
the claims declaration period.
---------------------------------------------------
Article 225 Following the completion Article 225 Article 207 Following
of the liquidation, the liquidation the completion of the liquidation,
committee shall prepare a liquidation the liquidation committee shall prepare
report, a statement of income and a liquidation report, a statement
expenses received and made during of income and expenses received and
the liquidation period and a financial made during the liquidation period
report, which shall be verified by and a financial report, which shall
a Chinese registered accountant and be verified by a Chinese registered
submitted to the shareholders' general accountant and submitted to the shareholders'
meeting or the relevant governing general meeting or the relevant governing
authority for confirmation. The liquidation authority for
committee shall, confirmation. The liquidation committee
within thirty (30) days after such shall, within thirty
confirmation, submit the
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
documents referred to in the preceding (30) days after such confirmation,
paragraph to the companies registration submit the documents referred to in
authority and apply for cancellation the preceding paragraph and submit
of registration of the Company, and to the companies registration authority
publish a public announcement relating and apply for cancellation of registration
to the termination of the Company. of the Company, and publish a public
announcement relating to the termination
of the Company.
---------------------------------------------------
CHAPTER 21: PROCEDURES FOR AMMENT CHAPTER 21 CHAPTER 20 : PROCEDURES
OF THE COMPANY'S ARTICLES OF ASSOCIATION FOR
AMMENT OF THE COMPANY'S ARTICLES
OF ASSOCIATION
---------------------------------------------------
Article 226 The Company may amend Article 226 Article 208 The Company
its Articles of Association in accordance may amend its Articles of Association
with the requirements of laws, administrative in accordance with the requirements
regulations and the Articles of Association. of laws, administrative regulations,
other
regulatory documents and the Articles
of Association.
---------------------------------------------------
Article 229 Amendment of the Articles Article 229 Amendment of the Articles
of Association which involve the of Association which involve the contents
contents of the Mandatory Provisions of the Mandatory Provisions of Overseas-Listed
of Overseas-Listed Companies' Articles Companies' Articles of Association
of Association shall become effective shall become effective upon receipt
upon receipt of approvals from the of approvals from the companies approving
companies approving department authorized department authorized by the State
by the State Council.
Council.
---------------------------------------------------
Article 230 Where amendments of the Article 230 Article 211 Where amendments
Articles of Association involve the of the Articles of Association involve
registered particulars of the Company, the registered particulars of the
procedures for alteration of registration Company, procedures for alteration
shall be handled in accordance with of registration shall be handled in
the law. Matters on amendment to accordance with the law. Matters on
the Articles of Association shall amendment to the Articles of Association
be publicly disclosed if so required shall be publicly disclosed if so
by laws and administrative regulations. required by laws and administrative
,regulations and the listing rules
and regulatory authorities of the
jurisdictions where the shares of
the Company are listed .
---------------------------------------------------
CHAPTER 22: NOTICES AND PUBLIC ANNOUNCEMENTS CHAPTER 22 CHAPTER 21 : NOTICES AND
PUBLIC ANNOUNCEMENTS
---------------------------------------------------
Article 231 The Company's notices Article 231 Article 212 The Company's
(for the purpose of this chapter, notices (for the purpose of this chapter,
the term "Notice" shall include the the term "Notice" shall include the
notice of any meetings, corporate notice of any meetings, corporate
communications or other written materials communications or other written materials
issued by the Company to its shareholders) issued by the Company to its shareholders)
may be delivered by the following may be delivered by the following
means: (1) by designated person; means: (1) by designated person; (2)
(2) by mail; (3) by way of public by mail; (3) by way of public announcement;
announcement; (4) by other means (4) by other means as recognised by
as recognised by the securities regulatory the securities regulatory authority
authority and stock exchange in the and stock exchange in the jurisdictions
jurisdictions where the shares of where the shares of the Company are
the Company are listed or by other listed or by other means as
means as provided in Articles of provided in Articles of Association.
Association.
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
The Company's notices delivered by The Company's notices delivered by
way of public announcement shall way of public announcement shall be
be published in the newspapers designated published in the newspapers designated
by the securities regulatory authority by the securities regulatory authority
and stock exchange of the jurisdictions and stock exchange of the jurisdictions
where the shares of the Company are where the shares of the Company are
listed (if any) and/or in other designated listed (if any) and/or in other designated
media (including websites). media (including websites).
As for the methods in which the corporate As for the methods in which the corporate
communications are provided and/or communications are provided and/or
distributed by the Company to holders distributed by the Company to holders
of Overseas-Listed Foreign Shares of Overseas-Listed Foreign Shares
as required by Hong Kong Listing as required by Hong Kong Listing Rules,
Rules, the corporate communications the corporate communications may,
may, subject to compliance with the subject to compliance with the laws
laws and regulations and the relevant and regulations and the relevant listing
listing rules of the jurisdictions rules of the jurisdictions where the
where the shares of the Company are shares of the Company are listed,
listed, also be sent or provided also be sent or provided by the Company
by the Company to the holders of to the holders of Overseas-Listed
Overseas-Listed Foreign Shares by Foreign Shares by any electronic means
any electronic means or by publishing or by publishing such corporate communications
such corporate communications on on the Company's website, instead
the Company's website, instead of of sending such corporate communications
sending such corporate communications by personal delivery or by prepaid
by personal delivery or by prepaid postage mail to the holders of Overseas-Listed
postage mail to the holders of Overseas-Listed Foreign Shares.
Foreign Shares.
The term "Corporate Communication"
The term "Corporate Communication" refers to any document issued or to
refers to any document issued or be issued by the Company to the holders
to be issued by the Company to the of its securities for their information
holders of its securities for their or action, including but not limited
information or action, including to:
but not limited to:
(1) the directors' report, annual
(1) the directors' report, annual accounts of the Company together with
accounts of the Company together the auditors' accounting firm's report
with the auditors' report and, where and, where applicable, the summary
applicable, the summary of its financial of its financial report;
report;
(2) the interim report and, where
(2) the interim report and, where applicable, the summary of its interim
applicable, the summary of its interim report;
report;
(3) the notice of meeting;
(3) the notice of meeting;
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
(4) the listing document; (4) the listing document;
(5) the circular; and (5) the circular; and
(6) the proxy form. (6) the proxy form.
---------------------------------------------------
CHAPTER 23: DISPUTE RESOLUTION CHAPTER 23: DISPUTE RESOLUTION
---------------------------------------------------
Article 234 The Company shall abide Article 234 The Company shall abide
by the following principles for dispute by the following principles for dispute
resolution: resolution:
(1) Whenever any disputes or claims (1) Whenever any disputes or claims
arise between: holders of the Overseas- arise between: holders of the Overseas-
Listed Foreign Shares and the Company; Listed Foreign Shares and the Company;
holders of the Overseas-Listed Foreign holders of the Overseas-Listed Foreign
Shares and the Company's directors, Shares and the Company's directors,
supervisors, president, vice presidents supervisors, president, vice presidents
or other senior officers; or holders or other senior officers; or holders
of the Overseas-Listed Foreign Shares of the Overseas-Listed Foreign Shares
and holders of other shares, in respect and holders of other shares, in respect
of any rights or obligations arising of any rights or obligations arising
from these Articles of Association, from these Articles of Association,
the Company Law or any rights or the Company Law or any rights or obligations
obligations conferred or imposed conferred or imposed by the Company
by the Company Law and other relevant Law and other relevant laws and administrative
laws and administrative regulations regulations concerning the affairs
concerning the affairs of the Company, of the Company, such disputes or claims
such disputes or claims shall be shall be referred by the relevant
referred by the relevant parties parties to arbitration. Where a dispute
to arbitration. or claim of rights referred to in
the preceding paragraph is referred
Where a dispute or claim of rights to arbitration, the entire claim or
referred to in the preceding paragraph dispute must be referred to arbitration,
is referred to arbitration, the entire and all persons who have a cause of
claim or dispute must be referred action based on the same facts giving
to arbitration, and all persons who rise to the dispute or claim or whose
have a cause of action based on the participation is necessary for the
same facts giving rise to the dispute resolution of such dispute or claim,
or claim or whose participation is shall, where such person is the Company,
necessary for the resolution of such the Company's shareholders, directors,
dispute or claim, shall, where such supervisors, president, vice presidents
person is the Company, the Company's or other senior officers of the Company,
shareholders, directors, supervisors, comply with the arbitration. Disputes
president, vice presidents or other in respect of the definition of shareholders
senior officers of the Company, comply and disputes in relation to the register
with the arbitration. Disputes in of shareholders need not be resolved
respect of the definition of shareholders by arbitration.
and disputes in relation to the register
of shareholders need not be resolved (2) A claimant may elect for arbitration
by arbitration. to be carried out at either the China
International Economic and Trade Arbitration
(2) A claimant may elect for arbitration Commission in accordance with its
to be carried out at either the China Rules or the Hong Kong International
International Economic and Trade Arbitration Centre in
Arbitration Commission in accordance accordance with its Securities Arbitration
with its Rules or Rules. Once a
the Hong Kong International Arbitration
Centre in
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
accordance with its Securities Arbitration claimant refers a dispute or claim
Rules. Once a claimant refers a dispute to arbitration, the other party must
or claim to arbitration, the other submit to the arbitral body elected
party must submit to the arbitral by the claimant.
body elected by the claimant.
If a claimant elects for arbitration
If a claimant elects for arbitration to be carried out at Hong Kong International
to be carried out at Hong Kong International Arbitration Centre, any party to the
Arbitration Centre, any party to dispute or claim may apply for a hearing
the dispute or claim may apply for to take place in Shenzhen in accordance
a hearing to take place in Shenzhen with the Securities Arbitration Rules
in accordance with the Securities of the Hong Kong International Arbitration
Arbitration Rules of the Hong Kong Centre.
International Arbitration Centre.
(3) If any disputes or claims of rights
(3) If any disputes or claims of are settled by way of arbitration
rights are settled by way of arbitration in accordance with sub-paragraph (1)
in accordance with sub-paragraph of this Article, the laws of the PRC
(1) of this Article, the laws of shall apply, save as otherwise provided
the PRC shall apply, save as otherwise in the laws and administrative regulations.
provided in the laws and administrative
regulations. (4) The award of an arbitral body
shall be final and conclusive and
(4) The award of an arbitral body binding on all parties.
shall be final and conclusive and
binding on all parties.
---------------------------------------------------
CHAPTER 24: SUPPLEMENTARY CHAPTER 24 CHAPTER 22 : SUPPLEMENTARY
---------------------------------------------------
Article 215 The formulation and amendment
of these Articles of Association shall
come into force after being passed
by a special resolution at a shareholders'
general
meeting.
---------------------------------------------------
Article 216 The matters not covered
in these Articles of Association shall
be dealt with in accordance with relevant
laws, administrative regulations,
rules and the listing rules and the
securities regulatory requirements
of the jurisdictions where the shares
of the Company are listed, in conjunction
with the actual circumstances of the
Company. In the event that these Articles
of Association is in conflict with
the newly promulgated relevant laws,
administrative regulations, rules
or the listing rules and the securities
regulatory requirements of the jurisdictions
where the shares of the Company are
listed, such newly promulgated laws,
administrative regulations, rules
or the listing rules and the securities
regulatory requirements of the jurisdictions
where the
shares of the Company are listed
shall prevail.
---------------------------------------------------
Amended Articles
Existing Articles of the Articles (Note: if no markup is shown, it means
of Association that no amendment has been made)
(January 2023)
Article 237 In these Articles of Article 237 Article 219 In these Articles
Association, reference to "accounting of Association, reference to "accounting
firm" shall have the same meaning firm" shall have the same meaning
as "auditor". as "auditor" in Hong Kong Listing
Rules .
---------------------------------------------------
Article 238 For the purpose of these Article 238 Article 220 For the purpose
Articles of Association, the terms of these Articles of Association,
"not less than", "within", "not more the terms "not less than", "within",
than" are all inclusive terms and "not more than" are all inclusive
the terms "more than half", "less terms and the terms "more than half",
than", "beyond" and "exceed" are "less than", "exceed", "beyond" and
exclusive terms. "exceed" , "below" and
"above" are exclusive terms.
---------------------------------------------------
Note: Save as the table above, if the serial numbering of the
articles is changed due to the addition, deletion or re-arrangement
of certain articles, the serial numbering of the articles of the
Articles of Association as so amended shall be changed accordingly,
including those referred to in cross references.
The proposed amendments to the Articles of Association are
prepared in the Chinese language and the English version is
therefore a translation only. In the event of any discrepancy
between the English translation and the Chinese version of the
Articles of Association, the Chinese version shall prevail.
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STRNKDBPPBKDDFN
(END) Dow Jones Newswires
August 31, 2023 11:58 ET (15:58 GMT)
Air China Ld (LSE:AIRC)
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