TIDMAIRC
RNS Number : 9949L
Air China Ld
11 September 2023
If you are in any doubt as to any aspect of this circular or as
to the action you should take, you should consult a stockbroker or
other registered dealer in securities, bank manager, solicitor,
professional accountant or other professional adviser.
If you have sold or transferred all your shares of Air China
Limited, you should at once hand this circular and the form of
proxy and the notice of attendance to the purchaser or transferee
or to the bank, stockbroker or other agent through whom the sale
was effected for transmission to the purchaser or the
transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this circular, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this circular.
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
(2) PROPOSED AMMENTS TO THE RULES AND PROCEDURES OF
SHAREHOLDERS' MEETINGS AND
THE RULES AND PROCEDURES OF MEETINGS OF THE BOARD
(3) NOTICE OF EXTRAORDINARY GENERAL MEETING AND
(4) NOTICE OF H SHAREHOLDERS' CLASS MEETING
A letter from the Board is set out on pages 3 to 7 of this
circular.
The notices convening the EGM and the H Shareholders' Class
Meeting to be held at 11:00 a.m. on Thursday,
26 October 2023 at The Conference Room C713, No. 30, Tianzhu
Road, Airport Industrial Zone, Shunyi District, Beijing, the PRC,
are set out on pages 178 to 179 and pages 180 to 181 of this
circular, respectively.
Whether or not you are able to attend the EGM/the H
Shareholders' Class Meeting, you are requested to complete and
return the accompanying form of proxy in accordance with the
instructions printed thereon as soon as possible but in any event
not less than 24 hours before the time appointed for convening such
meetings or any adjournment thereof. Completion and return of the
form of proxy will not preclude you from attending and voting in
person at the EGM/H Shareholders' Class Meeting or any adjournment
thereof should you so wish.
11 September 2023
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 1
------
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . 3
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I. Introduction . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . 4
------
II. Proposed Amendments to the Articles of Association .
. . . . . . . . . . . . . 4
------
III. Proposed Amendments to the Rules and Procedures of
Shareholders' Meetings and the Rules and Procedures of Meetings
of the Board . . . . 5
------
IV. EGM and H Shareholders' Class Meeting . . . . . . .
. . . . . . . . . . . . . . . 6
------
V. Recommendations of the Board . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . 7
------
APPIX I PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . 8
------
APPIX II PROPOSED AMMENTS TO THE RULES AND PROCEDURES
OF SHAREHOLDERS' MEETINGS . . . . . 141
------
APPIX III PROPOSED AMMENTS TO THE RULES AND PROCEDURES
OF MEETINGS OF THE BOARD . . . . . . . 168
------
APPIX IV NOTICE OF EXTRAORDINARY GENERAL MEETING . .
. 178
------
APPIX V NOTICE OF H SHAREHOLDERS' CLASS MEETING . .
. . . 180
------
In this circular, unless the context otherwise requires, the
following expressions have the following meaning:
"A Share(s)" ordinary share(s) in the share capital
of the Company, with a nominal value
of RMB1.00 each, which is/are subscribed
for and traded in Renminbi and listed
on the Shanghai Stock Exchange
"A Shareholder(s)" holders of A Share(s)
--------------------------------------------------
"A Shareholders' Class the A shareholders' class meeting of
Meeting" the Company to be held at 11:00 a.m.
on Thursday, 26 October 2023 at The
Conference Room C713, No. 30, Tianzhu
Road, Airport Industrial Zone, Shunyi
District, Beijing, the PRC
--------------------------------------------------
"Articles of Association" the articles of association of the Company
--------------------------------------------------
"Board" the board of directors of the Company
--------------------------------------------------
"Company" Air China Limited, a company incorporated
in the PRC, whose H Shares are listed
on the Hong Kong Stock Exchange as its
primary listing venue and on the Official
List of the UK Listing Authority as
its secondary listing venue, and whose
A Shares are listed on the Shanghai
Stock Exchange
--------------------------------------------------
"Director(s)" the director(s) of the Company
--------------------------------------------------
"EGM" the extraordinary general meeting of
the Company to be held at 11:00 a.m.
on Thursday, 26 October 2023 at The
Conference Room C713, No. 30, Tianzhu
Road, Airport Industrial Zone, Shunyi
District, Beijing, the PRC for the Shareholders
to consider and, if thought fit, to
pass the resolutions set out in the
notice of the EGM
--------------------------------------------------
"Group" the Company and its subsidiaries
--------------------------------------------------
"H Shareholder(s)" holders of H Share(s)
--------------------------------------------------
"H Share(s)" the overseas listed foreign share(s)
in the share capital of the Company
with a nominal value of RMB1.00 each,
which is/are listed on the Hong Kong
Stock Exchange as its primary listing
venue and have been admitted to the
Official List of the UK Listing Authority
as its secondary listing venue
"H Shareholders' Class the H Shareholders' Class Meeting of
Meeting" the Company to be held at 11:00 a.m.
on Thursday, 26 October 2023 at The
Conference Room C713, No. 30, Tianzhu
Road, Airport Industrial Zone, Shunyi
District, Beijing, the PRC for the Shareholders
to consider and, if thought fit, to
pass the resolutions set out in the
notice of H Shareholders' Class Meeting
--------------------------------------------------
"Hong Kong" the Hong Kong Special Administrative
Region of the PRC
--------------------------------------------------
"Hong Kong Listing Rules" The Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited
--------------------------------------------------
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited
--------------------------------------------------
"RMB" Renminbi, the lawful currency of the
PRC
--------------------------------------------------
"SFO" the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong Kong),
as amended and modified from time to
time
--------------------------------------------------
"Shanghai Listing Rules" the Rules Governing the Listing of Stocks
on the Shanghai Stock Exchange
--------------------------------------------------
"Shareholder(s)" the shareholder(s) of the Company
--------------------------------------------------
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stock Code: 00753)
Executive Directors: Registered Address:
Mr. Ma Chongxian (Chairman) 1st Floor-9th Floor 101 Building
Mr. Wang Mingyuan 1
30 Tianzhu Road Shunyi District
Non- Executive Directors: Beijing, the PRC
Mr. Feng Gang Mr. Patrick Healy
Principal Place of Business
Employee representative Director: in Hong Kong:
Mr. Xiao Peng 5th Floor, CNAC House 12 Tung
Fai Road
Independent Non- Executive Directors: Hong Kong International Airport
Mr. Li Fushen Mr. He Yun Mr. Xu Hong Kong
Junxin
Ms. Winnie Tam Wan- chi
11 September 2023
-----------------------------------
To the Shareholders
Dear Sirs or Madams,
(1) PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION
(2) PROPOSED AMMENTS TO THE RULES AND PROCEDURES OF
SHAREHOLDERS' MEETINGS AND
THE RULES AND PROCEDURES OF MEETINGS OF THE BOARD
(3) NOTICE OF EXTRAORDINARY GENERAL MEETING AND
(4) NOTICE OF H SHAREHOLDERS' CLASS MEETING
(1)
I. INTRODUCTION
Reference is made to the announcement of the Company dated 30
August 2023 in relation to the proposed amendments to the Articles
of Association, the Rules and Procedures of Shareholders' Meetings
and the Rules and Procedures of Meetings of the Board.
II. PROPOSED AMMENTS TO THE ARTICLES OF ASSOCIATION
Reference is made to the announcement of the Company dated 30
August 2023 in relation to the proposed amendments to the articles
of association.
On 14 February 2023, the State Council issued The Decision of
the State Council to
Repeal Certain Administrative Regulations and Documents (
), 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. Following the aforementioned newly implemented regulatory
requirements, The Stock Exchange of Hong Kong Limited (the "Hong
Kong Stock Exchange") made amendments to the Rules Governing the
Listing of Securities on the Hong Kong Stock Exchange (the "Hong
Kong Listing Rules ")
with effect from 1 August 2023. In addition, the CSRC and the
Shanghai Stock Exchange issued The Management Measures for
Independent Directors of Listed Compani e s an d 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 proposed amendments to the Articles of Association
(including the removal of the class meeting requirement from the
Articles of Association following the repeal of the Mandatory
Provisions) will not compromise protection of the Shareholders and
will not have material impact on measures relating to the
Shareholders' protection, as H shares and A shares are regarded as
the same class of ordinary shares under the PRC laws, and the
substantive rights attached to these two types of shares (including
voting rights, dividends and asset allocation upon liquidation) are
the same.
The full text of the proposed amendments to the Articles of
Association is set out in Appendix I to this circular.
The proposed amendments to the Articles of Association are
subject to approval by the Shareholders by way of a special
resolution at the EGM, A Shareholders' Class Meeting and H
Shareholders' Class Meeting.
III. PROPOSED 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 are set out in Appendix II and III to this circular,
respectively.
The proposed amendments to the Rules and Procedures of
Shareholders' Meetings are subject to approval by the Shareholders
by way of a special resolution at the EGM, H Shareholders' Class
Meeting and A Shareholders' Class Meeting. The proposed amendments
to the Rules and Procedures of Meetings of the Board are subject to
approval by the Shareholders by way of a special resolution at the
EGM.
IV. EGM AND H SHAREHOLDERS' CLASS MEETING
The EGM of the Company will be held at 11:00 a.m. on Thursday,
26 October 2023 at The Conference Room C713, No. 30, Tianzhu Road,
Airport Industrial Zone, Shunyi District, Beijing, the PRC to
consider and, if thought fit, to pass the resolutions in relation
to (i) the proposed amendments to the Articles of Association; (ii)
the proposed amendments to the Rules and Procedures of
Shareholders' Meetings; and (iii) the proposed amendments to the
Rules and Procedures of Meetings of the Board. A notice of EGM
containing such resolutions is set out in Appendix IV to this
circular.
The H Shareholders' Class Meeting of the Company will be held at
11:00 a.m. on Thursday, 26 October 2023 at The Conference Room
C713, No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi
District, Beijing, the PRC to consider and, if thought fit, to pass
the resolutions in relation to (i) the proposed amendments to the
articles of association; and (ii) the proposed amendments to the
rules and procedures of shareholders' meetings. A notice of H
Shareholders' Class Meeting containing such resolutions is set out
in Appendix V to this circular.
The H Share register of members of the Company will be closed
from Friday, 20 October 2023 to Thursday, 26 October 2023 (both
days inclusive), during which period no transfer of H Shares of the
Company will be registered. Any holders of H Shares, whose names
appear on the Company's register of members at the close of
business on Thursday, 19 October 2023, are entitled to attend and
vote at the EGM and the H Shareholders' Class Meeting after
completing the registration procedures for attending such
meeting.
The form of proxy to be used at the EGM and the notice of
attendance and form of proxy to be used at the H Shareholders'
Class Meeting are also enclosed herein and published on the
websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the
Company (http:// www.airchina.com.cn). Whether or not you are able
to attend the EGM/the H Shareholders' Class Meeting, you are
requested to complete and return the accompanying form of proxy in
accordance with the instructions printed thereon as soon as
possible but in any event not less than 24 hours before the time
appointed for convening such meetings or any adjournment thereof.
Completion and return of the form of proxy will not preclude you
from attending and voting in person at the EGM/H Shareholders'
Class Meeting or any adjournment thereof should you so wish. If you
are eligible and intend to attend the H Shareholders' Class
Meeting, you are required to complete and return the notice of
attendance in accordance with the instructions printed thereon to
the Company's H Share registrar, Computershare Hong Kong Investor
Services Limited, on or before Thursday, 5 October 2023.
V. RECOMMATIONS OF THE BOARD
The Board recommends the Shareholders to vote in favour of the
resolutions proposed at the EGM and/or the H Shareholders' Class
Meeting respectively.
Beijing, the PRC
Set out below are the details of the proposed amendments to the
Articles of Association.
The revisions have been underlined (if applicable) for the
convenience of perusal.
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
CHAPTER 1 GENERAL PROVISIONS
Article 1 Air China Limited (the Article 1 Air China Limited (the
"Company") is a joint stock limited "Company") is a joint stock limited
company established in accordance company established in accordance
with the Company Law of the People's with the Company Law of the People's
Republic of China (the "Company Republic of China (the "Company
Law"), the State Council's Special Law"), the Securities Law of the
Regulations Regarding the Issue People's Republic of China (the
of Shares Overseas and the Listing "Securities Law") the State Council's
of Shares Overseas by Companies Special Regulations Regarding
Limited by Shares (the "Special the Issue of Shares Overseas and
Regulations") and other relevant the Listing of Shares Overseas
laws and regulations of the State. by Companies Limite d b y Share
s (th e "Special Regulations")
The Company was established by and other relevant laws and regulations
way of promotion with the approval of the State.
of the State- o w n e d A s s
e t s S u p e r v i s i o n a The Company was established by
n d Administration Commission way of promotion with the approval
of the State Council on 30 September of the State- o w n e d A s s
2004, as evidenced by the approval e t s S u p e r v i s i o n a
document Guo Zi Gai Ge [2004] n d Administration Commission
No. 872. It was registered with of the State Council on 30 September
and has obtained a business licence 2004, as evidenced by the approval
from the State Administration document Guo Zi Gai Ge [2004]
for Industry & Commerce of the No. 872. It was registered with
People's Republic of China. and has obtained a business licence
from the State Administration
The promoters of the Company are: for Industry & Commerce of the
China National Aviation Holding People's Republic of China.
Corporation Limited and China
National Aviation Corporation The promoters of the Company are:
(Group) Limited (registered in China National Aviation Holding
Hong Kong Special Administration Corporation Limited and China
Region). National Aviation Corporation
(Group) Limited (registered in
Hong Kong Special Administration
Region).
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 6 In accordance with the Article 6 In accordance with the
provisions of the Company Law, provisions of the Company Law,
the Special Regulations and the th e Special Regulations and the
Mandatory Provisions for Articles Mandatory Provisions for Articles
of Association of Companies Listing of Association of Companies Listin
Overseas (the "Mandatory Provisions"), g Oversea s (th e "Mandatory Provisions"),
the Guidance on the Articles of the Securities Law, the Guidance
Association of Listed Companies on the Articles of Association
(the "Guidance"), the Standards of Listed Companies (the "Guidance"),
on Corporate Governance for Listed the Standards on Corporate Governance
Companies (the "CG Standards") for Listed Companies (the "CG
and other PRC laws and administrative Standards"), the Rules Governing
regulations and departmental rules, the Listing of Stocks on the Shanghai
the Company amended the original Stock Exchange, the Rules Governing
Articles of Association of the the Listing of Securities on The
Company (the "Original Articles Stock Exchange of Hong Kong Limited
of Association") and adopted these (the "Hong Kong Listing Rules")
Articles of Association (the "Articles and other PRC laws and administrative
of Association" or "these Articles regulations and departmental rules,
of Association"). the Company amended the original
Articles of Association of the
These Articles of Association Company (the "Original Articles
shall take effect after being of Association") and adopted these
adopted by a special resolution Articles of Association (the "Articles
at the Company's general meeting of Association" or "these Articles
and upon approval of the companies of Association").
approving department authorized
by the State Council. After these These Articles of Association
Articles of Association come into shall take effect after being
effect, the Original Articles adopted by a special resolutio
of Association shall be superseded n a t th e Company' s general
by these Articles of Association. meetin g an d upo n approva l
o f the companies approving department
authorized by the State Council.
After these Articles of Association
come into effect, the Original
Articles of Association shall
be superseded
by these Articles of Association.
--------------------------------------------
Article 8 The Articles of Association Article 8 The Articles of Association
are binding on the Company and are binding on the Company and
its shareholders, members of the its shareholders, member s o f
Party th e Party
Committee, directors, supervisors, Committee, directors, supervisors,
president, president,
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
vice presidents and other senior vice presidents and other senior
officers; all of whom may, according officers; all of whom may, according
to the Company's Articles of Association, to the Company's Articles of Association,
assert their rights in respect assert their rights in respect
of the affairs of the Company. of the affairs of the Company.
Subject to chapter 23 of these Subject to chapter 23 of these
Articles of Association, a shareholder Articles of Association, a A shareholder
may take action against the Company may take action against the Company
pursuant to the Company's Articles pursuant to the Company's Articles
of Association. The Company may of Association. The Company may
take action against a shareholder, take action against a shareholder,
directors, supervisors, president, directors, supervisors, president,
vice presidents and other senior vice presidents and other senior
officers of the Company pursuant 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 against another shareholder, and
may 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 and other senior officers of the
Company pursuant to the Company's Company pursuant to the Company's
Articles of Association. Articles of Association.
The actions referred to in the The actions referred to in the
preceding paragraph include court preceding paragraph include court
proceedings and arbitration proceedings. 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 mean the board secretary, chief
accountant, chief pilot, general accountant, chief pilot, general
legal counsel and other senior legal counsel and other senior
officers appointed by the board officers appointed by the board
of directors of directors
of the Company. of the Company.
-------------------------------------------
Article 9 The Company may invest Article 9 The Company may invest
in other enterprises; provided in other enterprises; provided
that unless otherwise provided that unless otherwise provided
by law, the Company shall not by laws, regulations and other
act as a capital contributor which regulatory documents, the Company
assumes joint shall
not act as a capital contributor
which
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
and several liabilities of the assumes joint and several liabilities
enterprises it invested in. of the enterprises it invested
in.
----------------------------------------
Article 10 Subject to compliance Article 10 Subject to compliance
with PRC laws and regulations, with PRC laws and regulations,
the Company shall have the right the Company shall have the right
to raise funds or to obtain loans, to raise funds or to obtain loans,
including (but not limited to) including (but not limited to)
issuing company bonds, and have issuing company bonds, and have
the right to charge the right to charge
or pledge its assets. or pledge its assets.
----------------------------------------
CHAPTER 3 SHARES AND REGISTERED CAPITAL
Article 15 There shall, at all Article 15 Article 14 There shall,
times, be ordinary shares in the at all times, be ordinary shares
Company. Subject to the approval in the Company. Subject to the
of the companies approving department approval of the companies approving
authorized by the State Council, department authorized by the State
the Company may, according to Council, the Company may, according
its requirements, create different to its requirements, create different
classes of classes of
shares. shares.
----------------------------------------
Article 17 Subject to the approval Article 17 Article 16 Subject
of the authority in charge of to the approval of the authority
securities of the State Council, in charge of securities of the
the Company may issue shares to State Council, the The Company
Domestic Investors and Foreign may issue shares to Domestic Investors
Investors. and Foreign Investors according
to the laws, and shall fil e wit
"Foreign Investors" referred to h th e securitie s regulatory
in the previous paragraph mean authority of the State Council
those investors who subscribe according to the requirements
for the shares issued by the Company .
and who are located in foreign
countries and in the regions of "Foreign Investors" referred to
Hong Kong, Macau and Taiwan. "Domestic in the previous paragraph mean
Investors" mean those investors those investors who subscribe
who subscribe for the shares issued for the shares issued by the Company
by the Company and who are located and who are located in foreign
within the territory of the PRC. countries and in the regions of
Hong Kong, Macau and Taiwan. "Domestic
Investors" mean those investors
who subscribe for the shares issued
by the Company and who are
located within the territory of
the PRC.
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 20 Upon the approval of Article 20 Article 19 Upon the
the companies approving department approval of the companie s approving
authorized by the State Council, department authorized by the State
the Company issued 6,500,000,000 Council, the Company issued 6,500,000,000
ordinary shares to the promoters ordinary shares to the promoters
at the time when the Company was at the time when the Company was
established. At the time of establishment, established. At the time of establishment,
the capital contribution of the the capital contribution of the
promoters of the Company was as promoters of the Company was as
follows: follows:
... ...
--------------------------------------------
Article 21 The Company shall issue Article 21 Article 20 As approved
additional 2,933,210,909 ordinary by the competence authorities,
shares after its incorporation, the changes in the share capital
and the promoters of the Company of the Company were as follows:
shall sell 293,321,091 ordinary
shares, all of which are H Shares. The Company shall issue additional
2,933,210,909 ordinary shares
The share capital structure of after its incorporation, and the
the Company after the issue and promoters of the Company shall
sale referred to in the previous sell 293,321,091 ordinary shares,
paragraph shall be as follows: all of which are H Shares.
the Company has a total of 9,433,210,909
ordinary shares in issue, of which The share capital structure of
China National Aviation Holding the Company after the issue and
Corporation Limited holds 4,826,195,989 sale referred to in the previous
Domestic Shares, representing paragraph shall be as follows:
approximately 51.16% of the Company's the Company has a total of 9,433,210,909
total share capital; China National ordinary shares in issue, of which
Aviation Corporation (Group) Limited China National Aviation Holding
holds 1,380,482,920 Foreign Shares, Corporation Limited holds 4,826,195,989
representing approximately 14.64% Domestic Shares, representing
of the Company's total share capital; approximately 51.16% of the Company's
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 other
of the H Shares set forth above holders of the H Shares hold 3,226,532,000
and subject to the
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
approval in form of a special shares, representing approximately
resolution adopted at the shareholders' 34.20% of the Company's total
general meeting, the general meeting share capital.
for holders of the domestic shares
and the general meeting for holders Upon completion of the offering
of the foreign shares, as approved of the H Shares set forth above
by the approving authority authorised and subject to the approval in
by the State Council, the Company form of a special resolution adopted
has issued 1,639,000,000 A shares at the shareholders' general meeting,
in 2006. China National Aviation the general meeting for holders
Holding Corporation Limited, a of the domestic shares and the
shareholder of the Company, also general meeting for holders of
increased its shareholding in the foreign shares, as approved
the Company to a total amount by the approving authority authorised
of 122,870,578 shares pursuant by the State Council , the Company
to its undertakings made to China has issued 1,639,000,000 A shares
Securities Regulatory Commission in 2006. China National Aviation
(the "CSRC"). The share capital Holding Corporation Limited, a
structure of the Company after shareholder of the Company, also
the said capital increase and increased its shareholding in
the said increase in shareholding the Company to a total amount
of the shareholder shall be as of 122,870,578 shares pursuant
follows: to its undertakings made to China
Securities Regulatory Commission
the Company has a total of 11,072,210,909 (the "CSRC"). The share capital
ordinary shares in issue, of which structure of the Company after
China National Aviation Holding the said capital increas e an
Corporation Limited holds 4,949,066,567 d th e sai d increas e in shareholding
A Shares, representing approximately of the shareholder shall be as
44.70% of the Company's total follows:
share capital; China National
Aviation Corporation (Group) Limited the Company has a total of 11,072,210,909
holds 1,380,482,920 A Shares, ordinary shares in issue, of which
representing approximately 12.47% China National Aviation Holding
of the Company's total share capital; Corporation Limited holds 4,949,066,567
other holders of A Shares hold A Shares, representing approximately
1,516,129,422 shares, representing 44.70% of the Company' s total
approximately 13.69% of the Company's share capital; China National
total share capital; holders of Aviation Corporation (Group) Limited
H Shares hold 3,226,532,000 shares, holds 1,380,482,920 A Shares,
representing approximately 29.14% representing approximately 12.47%
of the of the Company's total share capital;
Company's total share capital. other holders
of A Shares hold 1,516,129,422
shares,
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Upon the completion of the issuance representing approximately 13.69%
of A shares and subject to the of the Company's total share capital;
approval after verification by holders of H Share s hol d 3,226,532,00
competent examination and approval 0 shares, representing approximately
departments authorized by the 29.14% of the Company's total
State Council, the Company has share capital.
issued 1,179,151,364 H Shares
to Cathay Pacific Airways Limited, Upon the completion of the issuance
a shareholder of the Company, of A shares and subject to the
in 2006. approval after verification by
competent examination and approval
Upon the completion of the said departments authorized by the
additional issuance of H Shares, State Council , the Company has
as approved by the approving authority issued 1,179,151,364 H Shares
authorised by the State Council, to Cathay Pacific Airways Limited,
the Company has issued 483,592,400 a shareholder of the Company,
new A Shares on a non-public issue in 2006.
basis and 157,000,000 new H Shares
to China National Aviation Corporation Upon the completion of the said
(Group) Limited, a shareholder additional issuance of H Shares,
of the Company, on a non-public as approved by the approving authority
issue basis in the year of 2010. authorised by the State Council,
the Company has issued 483,592,400
Upon the completion of the aforesaid new A Shares on a non-public issue
non- public issue of A Shares basis and 157,000,000 new H Shares
and H Shares, as approved by the to China National Aviation Corporation
approving authority authorised (Group) Limited, a shareholder
by the State Council, the Company of the Company, on a non-public
has issued 192,796,331 new A Shares issue basis in the year of 2010.
to China National Aviation Holding
Corporation Limited, a shareholder Upon the completion of the aforesaid
of the Company, on a non-public non- public issue of A Shares
issue basis in the year of 2013. and H Shares, as approved by the
approving authority authorised
Upon the completion of the aforesaid by the State Council, the Company
non- public issue of A Shares, has issued 192,796,331 new A Shares
as approved by the approving authority to China National Aviation Holding
authorised by the State Council, Corporation Limited, a shareholder
the Company has issued 1,440,064,181 of the Company, on a non-public
A Shares on a non-public issue basis in the year of 2013.
issue basis in the year of 2017.
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Upon the completion of the aforesaid Upon the completion of the aforesaid
non- public issue of A Shares, non- public issue of A Shares,
as approved by the approving authority as approved by the approving authority
authorised by the State Council, authorised by the State Council
the Company has issued 1,675,977,653 , the Company has issued 1,440,064,181
A Shares on a non-public issuance A Shares on a non-public issue
basis in the year of 2023. basis in the year of 2017.
The present share capital structure Upon the completion of the aforesaid
of the Company is as follows: non- public issue of A Shares,
the Company has a total of 16,200,792,838 as approved by the approving authority
ordinary shares in issue, of which authorised by the State Council
11,638,109,474 shares are held , the Company has issued 1,675,977,653
by holders of A Shares, representing A Shares on a non-public issuance
approximately 71.84% of the Company's basis in the year of 2023.
total share capital, and 4,562,683,364
shares are held by holders of The present share capital structure
H Shares, representing approximately of the Company is as follows:
28.16% of the Company's total the Company has a total of 16,200,792,838
share capital. ordinary shares in issue, of which
11,638,109,474 shares are held
by holders of A Shares, representing
approximately 71.84% of the Company's
total share capital, and 4,562,683,364
shares are held by holders of
H Shares, representing approximately
28.16% of the Company's
total share capital.
--------------------------------------------
Article 22 The Company's board Article 22 The Company's board
of directors may take all necessary of directors may take all necessary
action for the issuance of Overseas-Listed action for the issuance of Overseas-Listed
Foreign Shares and A Shares after Foreign Shares and A Shares after
proposals for issuance of the proposals for issuance of the
same have been approved by the same have been approved by the
securities authority of the State securities authority of the State
Council. Council.
The Company may implement its The Company may implement its
proposal to issue Overseas-Listed proposal to issue Overseas-Listed
Foreign Shares and A Shares pursuant Foreign Shares and A Shares pursuant
to the preceding paragraph within to the preceding paragraph within
fifteen (15) months from the date fifteen (15) months from the date
of of
approval by the CSRC. approval by the CSRC.
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
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 the issuance of shares includes for the issuance of shares includes
Overseas- Listed Foreign Shares Overseas- Listed Foreign Shares
and A Shares, such shares shall and A Shares, such shares shall
be fully subscribed for at their be fully subscribed for at their
respective offerings. If the shares respective offerings. If the shares
cannot be fully subscribed for cannot be fully subscribed for
all at once due to special circumstances, all at once due to special circumstances,
the shares may, subject to the the shares may, subject to the
approval of the securities authority approval of the securities authority
of the of the
State Council, be issued in separate State Council, be issued in separate
tranches. tranches.
-------------------------------------------
Article 22 The Company or the
Company's subsidiaries (including
the Company's affiliated enterprises)
shall not provide any assistance
in the form of donates, advances,
guarantees, compensation or loans
to persons who acquire or intend
to
acquire the shares of the Company.
-------------------------------------------
CHAPTER 4 REDUCTION OF CAPITAL CHAPTER 4 REDUCTION OF CAPITAL
AND REPURCHASE OF SHARES AN D REPURCHAS E O F SHARES I
N C R E A S E , D E C R E A S
E A N D REPURCHASE OF SHARES
-------------------------------------------
Article 25 The Company may, based Article 25 Article 23 The Company
on its operating and development may, based on its operating and
needs, authorize the increase development needs, authorize the
of its capital pursuant to the increase of its capital pursuant
Articles of Association. to the Articles of 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 (2) by non-public offering of
shares; shares;
(3) by issuing bonus shares to (3) by issuing bonus shares to
its existing shareholders; its existing shareholders;
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(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 (5) by any other means which is
prescribed by law and administrative prescribed by law and administrative
regulations and approved by the regulations and approved by the
CSRC. securities regulatory authority
of the State Council CSRC .
After the Company's increase of
capital has been approved in accordance After the Company's increase of
with the provisions of the Articles capital has been approved in accordance
of Association, the issuance thereof with the provisions of the Articles
should be made in accordance with of Association, the issuance thereof
the procedures set out in the should be made in accordance with
relevant State laws and administrative the procedures set out in the
regulations. relevant State laws and administrative
regulations.
-----------------------------------------
Article 26 Except as provided Article 26 Except as provided
for by other provisions of law for by other provisions of law
and administrative regulations, and administrative regulations,
shares of the Company may be freely shares of the Company may be freely
transferred without any lien attached. transferred without any lien attached.
-----------------------------------------
Article 29 The Company may, in Article 29 Article 26 The Company
accordance with the procedures shall not acquire shares of the
set out in the Company's Articles Company. However, except in one
of Association and with the approval of the following circumstances:
of the relevant governing authority The Company may, in accordance
of the State, repurchase its issued with the procedures set out in
shares under the following circumstances: the 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
incentive; that holds shares in the Company;
(4) acquiring as requested the (3) using the shares for the employee
shares of shareholders who vote share ownership plan or as share
against any incentive;
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
resolution on the merger or demerger (4) acquiring as requested the
of the Company adopted at a shareholders' shares of shareholders who vote
general meeting; against any resolution on the
merger or demerger of the Company
(5) using the shares for the conversion adopted at a shareholders' general
of the corporate bonds issued meeting;
by the listed company which are
convertible into shares; (5) using the shares for the conversion
of the corporate bonds issued
(6) necessary for safeguarding by the listed company which are
the value of the Company and the convertible into shares;
shareholders' interests;
(6) necessary for safeguarding
(7) other circumstances permitted the value of the Company and the
by laws and administrative regulations. shareholders' interests;
Save as the aforesaid circumstances, (7) other circumstances permitted
the Company shall not conduct by laws and administrative regulations.
activities of dealing in its shares.
Save as the aforesaid circumstances,
The Company's repurchase of its the Company shall not conduct
issued shares shall comply with activities of dealing in its shares.
the provisions of Article 30 to
Article 33 of these Articles of The Company's repurchase of its
Association. issued shares shall comply with
the provisions of Article 30 to
Article 33 Article 27 to Article
28 of these Articles of Association.
-----------------------------------------
Article 30 The Company may repurchase Article 30 Article 27 The Company
shares in one of the following may acquire the shares of the
ways, with the approval of the Company by way of open and centralized
relevant governing authority of trading, or by other means approved
the State: by the laws and regulations and
the securities regulatory authority
(1) by making a general offer of the State Council. The Company
for the repurchase of shares to may repurchase shares in one of
all its shareholders on a pro the following ways, with the approval
rata basis; of the relevant governing authority
of the State:
(2) by repurchasing shares through
public dealing on a stock exchange; (1) by making a general offer
for the repurchase of shares to
all its shareholders
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(3) by repurchasing shares outside on a pro rata basis;
of the stock exchange by means
of an agreement; (2) by repurchasing shares through
public dealing on a stock exchange;
(4) by any other mean which is
permitted by law and administrative (3) by repurchasing shares outside
regulations and by the authority of the stock exchange by means
in charge of securities of the of an agreement;
State Council.
(4) by any other mean which is
The repurchase of the shares of permitted by law and administrative
the Company arising from the circumstances regulations and by the authority
provided under items (3), (5) in charge of securities of the
and (6) of the first paragraph State Council.
of Article 29 of these Articles
of Association shall be carried The repurchase of the shares of
out by way of open and centralized the Company arising from the circumstances
trading. provided under items (3), (5)
and (6) of the first paragraph
of Article 29 26of these Articles
of Association shall be carried
out by way of
open and centralized trading.
--------------------------------------------
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 the Company, before it may of the Company, before it may
repurchase shares outside of the repurchase shares outside of the
stock exchange by means of an stock exchange by means of an
agreement. The Company may, by agreement. The Company may, by
obtaining the prior approval of obtaining the prior approval of
the shareholders in a general the shareholders in a general
meeting (in the same manner), meeting (in the same manner),
release, vary or waive its rights release, vary or waive its rights
under an agreement which has been under an agreement which has been
entered into in the manner set entered into in the manner set
out above. out above.
An agreement for the repurchase An agreement for the repurchase
of shares referred to in the preceding of shares referred to in the preceding
paragraph includes (but is not paragraph include s (bu t i s
limited to) an no t limite d to ) an
agreement to become liable to agreement to become liable to
repurchase repurchase
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
shares or an agreement to have shares or an agreement to have
the right to repurchase shares. the right to repurchase shares.
The Company may not assign an The Company may not assign an
agreement for the repurchase of agreement for the repurchase of
its shares or any right contained its shares or any right contained
in such an agreement. in such an agreement.
------------------------------------------
Article 33 Unless the Company Article 33 Unless the Company
is in the course of liquidation, is in the course of liquidation,
it must comply with the following it must comply with the following
provisions in relation to repurchase provisions in relation to repurchase
of its issued shares: of its issued shares:
(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 be made out of the book balance
of distributable profits of the of distributable profits of the
Company or out of proceeds of Company or out of proceeds of
a new issue of shares made for a new issue of shares made for
that purpose; 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 to its par value, payment up to
the par value may be made out the par value may be made out
of the book balance of distributable of the book balance of distributable
profits of the Company or out profits of the Company or out
of the proceeds of a new issue of the proceeds of a new issue
of shares made for that purpose. of shares made for that purpose.
Payment of the portion in excess Payment of the portion in excess
of the par value shall be effected of the par value shall be effected
as follows: 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 shall be made out of the book
balance of distributable profits balance of distributable profits
of the Company; of the Company;
(ii) if the shares being repurchased (ii) if the shares being repurchased
were issued at a premium to its were issued at a premium to its
par value, payment shall be made par value, payment shall be made
out of the book balance of distributable out of the book balance of distributable
profits of the Company or out profits of the Company or out
of the proceeds of a new issue of the proceeds of a new issue
of shares of shares
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
made for that purpose, provided made for that purpose, provided
that the amount paid out of the that the amount paid out of the
proceeds of the new issue shall proceeds of the new issue shall
not exceed the aggregate amount not exceed the aggregate amount
of premiums received by the Company of premiums received by the Company
on the issue of the shares repurchased on the issue of the shares repurchased
nor shall it exceed the book value nor shall it exceed the book value
of the Company's capital common of the Company's capital common
reserve fund account (including reserve fund account (including
the premiums on the new issue) the premiums on the new issue)
at the time of the repurchase; at the time of the repurchase;
(3) the Company shall make the (3) the Company shall make the
following payments out of the following payments out of the
Company's distributable profits: Company's distributable profits:
(i) payment for the acquisition (i) payment for the acquisition
of the right to repurchase its of the right to repurchase its
own shares; own shares;
(ii) payment for variation of (ii) payment for variation of
any contract for the repurchase any contract for the repurchase
of its shares; of its shares;
(iii) payment for the release (iii) paymen t fo r th e releas
of its obligation(s) under the e o f its obligation(s) under
contract for the repurchase of the contract for the repurchase
its shares; of its shares;
(4) after the Company's registered (4) after the Company's registered
capital has been reduced by the capital has been reduced by the
aggregate par value of the cancelled aggregate par value of the cancelled
shares in accordance with the shares in accordance with the
relevant provisions, the amount relevant provisions, the amount
deducted from the distributable 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 been repurchased shall be have been repurchased shall be
transferred to the Company's capital transferred to the Company's capital
common reserve fund common reserve fund
account. account.
----------------------------------------
CHAPTER 5 FINANCIAL ASSISTANCE CHAPTER 5 FINANCIAL ASSISTANCE
FOR THE ACQUISITION OF SHARES FOR THE ACQUISITION OF SHARES
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 34 The Company or its Article 34 The Company or its
subsidiaries shall not, at any subsidiaries shall not, at any
time, provide any form of financial time, provide any form of financial
assistance to a person who is assistance to a person who is
acquiring or is proposing to acquire acquiring or is proposing to acquire
shares in the Company. This includes shares in the Company. This includes
any person who directly or indirectly any person who directly or indirectly
incurs any obligations as a result incurs any obligations as a result
of the acquisition of shares in of the acquisition of shares in
the Company (the "Obligor"). the Company (the "Obligor").
The Company or its subsidiaries The Company or its subsidiaries
shall not, at any time, provide shall not, at any time, provide
any form of financial assistance any form of financial assistance
to the Obligor for the purposes to the Obligor for the purposes
of reducing or discharging the of reducing or discharging the
obligations assumed by such Obligor. obligations assumed by such Obligor.
This Article shall not apply to Thi s Articl e shal l no t appl
the circumstances specified in y t o the circumstances specified
Article 36 of these Articles of in Article 36 of these Articles
Association. of Association.
-----------------------------------------
Article 35 For the purposes of Article 35 For the purposes of
this Chapter, "financial assistance" this Chapter, "financial assistance"
includes (without limitation) includes (without limitation)
the following: the following:
(1) gift; (1) gift;
(2) guarantee (including the assumption (2) guarantee (including the assumption
of liability by the guarantor of liability by the guarantor
or the provision of assets by or the provision of assets by
the guarantor to secure the performance the guarantor to secure the performance
of obligations by the Obligor), of obligations by the Obligor),
indemnity (other than indemnity indemnity (other than indemnity
in respect of the Company's own in respect of the Company's own
default) or release or waiver default) or release or waiver
of any rights; of any rights;
(3) provision of loan, or any (3) provision of loan, or any
other agreement under which the other agreement under which the
obligations of the Company are obligations of the Company are
to be fulfilled before the obligations to be fulfilled before the obligations
of of
another party, or the change in another party, or the change in
parties to, or parties to, or
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
the assignment of rights under, the assignment of rights under,
such loan or agreement; such loan or agreement;
(4) any other form of financial (4) any other form of financial
assistance given by the Company assistance given by the Company
when the Company is insolvent when the Company is insolvent
or has no net assets or when its or has no net assets or when its
net assets would thereby be reduced net assets would thereby be reduced
to a material extent. to a material extent.
For the purposes of this Chapter, Fo r th e purpose s o f thi s
"assumption of obligations" includes Chapter, "assumption of obligations"
the assumption of obligations includes the assumption of obligations
by way of contract or by way of by way of contrac t o r b y wa
arrangement (irrespective of whether y o f arrangement (irrespective
such contract or arrangement is of whether such contract or arrangement
enforceable or not and irrespective is enforceable or not and irrespective
of whether such obligation is of whether such obligation is
to be borne solely by the Obligor to be borne solely by the Obligor
or jointly with other persons) or jointly with other persons)
or by any other means which or by any other means which
results in a change in his financial results in a change in his financial
position. position.
-----------------------------------------
Article 36 The following actions Article 36 The following actions
shall not be deemed to be activities shall not be deemed to be activities
prohibited by Article 34 of these prohibited by Article 34 of these
Articles of Association: Articles of Association:
(1) the provision of financial (1) the provision of financial
assistance by the Company where assistance by the Company where
the financial assistance is given the financial assistance is given
in the interests of the Company, in the interests of the Company,
and the principal purpose of which and the principal purpose of which
is not for the acquisition of is not for the acquisition of
shares in the Company, or the shares in the Company, or the
giving of the financial assistance giving of the financial assistance
is an incidental part of some is an incidental part of some
larger purpose of the Company; larger purpose of the Company;
(2) the lawful distribution of (2) the lawful distribution of
the Company's assets by way of the Company's assets by way of
dividend; dividend;
(3) the allotment of bonus shares (3) the allotment of bonus shares
as dividends; as dividends;
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(4) a reduction of registered (4) a reduction of registered
capital, a repurchase of shares capital, a repurchase of shares
of the Company or a reorganisation of the Company or a reorganisation
of the share capital structure of the share capital structure
of the Company effected in accordance of the Company effected in accordance
with the Articles of Association; with the Articles of Association;
(5) the lending of money by the (5) the lending of money by the
Company within its scope of business Company within its scope of business
and in the ordinary course of and in the ordinary course of
its business, where the lending its business, where the lending
of money is part of the scope of money is part of the scope
of business of the Company (provided of business of the Company (provided
that the net assets of the Company that the net assets of the Company
are not thereby reduced or that, are not thereby reduced or that,
to the extent that the assets to the extent that the assets
are thereby reduced, the financial are thereby reduced, the financial
assistance is provided out of assistance is provided out of
distributable profits of the Company); distributable profits of the Company);
(6) contributions made by the (6) contributions made by the
Company to employee share ownership Company to employe e shar e ownershi
schemes (provided that the net p schemes (provided that the net
assets of the Company are not assets of the Company are not
thereby reduced or that, to the thereby reduced or that, to the
extent that the assets are thereby extent that the assets are thereby
reduced, the financial assistance reduced, the financial assistance
is provided is provided out of
out of distributable profits of distributable profits of the Company).
the Company).
----------------------------------------
CHAPTER 5 SHARE TRANSFER
Article 29 Unless otherwise provided
in laws, regulations and other
regulatory documents, the shares
of the Company shall be transferrable
in accordance with
laws without any lien attached.
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 30 The Company shall
not accept any pledge being created
over its own
shares.
----------------------------------------
Article 31 The shares of the
Company held by the promoters
shall not be transferred withi
n on e yea r fro m th e dat e
of establishment of the Company.
The shares issued before the Company's
public offering of shares shall
not be transferred within one
year from the date on which the
shares of the Company are listed
and traded on a stock exchange.
The directors, supervisors and
senior officers of the Company
shall report to the Company the
shares of the Company held by
him/her and the changes thereof.
During the term of his/her office,
the shares transferred by him/her
each year shall not exceed 25%
of the total shares of the Company
that he/she holds. The shares
of the Company held by the aforesaid
persons shall not be transferred
within one year from the date
on which the shares of the Company
are listed and traded on a stock
exchange. The aforesaid persons
shall not transfer the shares
of the Company that he/she holds
within half a
year after leaving his/her office.
----------------------------------------
Article 32 Should a shareholder,
director, supervisor or senior
officer holding 5% or more of
the Company's shares sells his/her
shares in the Company or other
securities of equity nature within
six months from the date of purchase
of the same, or
repurchase the shares within
six months
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
from the date of selling the
same, the profits derived from
such activities shall be vested
in the Company. The board of directors
of the Company shall recover from
the aforementioned parties the
gains derive d therefrom , excep
t wher e a securities company
holding 5% or more of the shares
as a result of its purchase of
remaining shares after sold under
an underwriting obligation, and
otherwise required by the securities
regulatory authority of the State
Council.
Shares or other securities of
equity nature held by directors,
supervisors, senior officers and
natural person shareholders referred
to in the preceding paragraph
include shares or other securities
of equity nature held by their
spouses, parents, children and
under accounts of other persons.
Should the Company's board of
directors not comply with the
provision set forth in the first
paragraph of this Article and
act accordingly, the shareholders
shall have the right to request
the board of directors to duly
act in accordance with the same
within 30 days. Should the Company's
board of directors not act in
accordance with the same within
the aforementioned period, the
shareholders shall have the right
to initiate proceedings at a People's
Court directly in his/her own
name for the
interests of the Company.
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Should the Company's board of
directors not comply with the
provision set out in the first
paragraph of this Article and
act accordingly, the responsible
directors shall assume joint liabilities
in accordance with
the laws.
------------------------------------------
CHAPTER 6 SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS
Article 37 Share certificates Article 37 Article 33 Share certificates
of 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 (2) the date of registration and
incorporation 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 (5) other matters required to
be stated therein by the Company be stated therein by the Company
Law, Special Regulations and the Law, Special Regulations and the
stock exchange(s) on which the stock exchange(s) on which the
Company's shares are listed. Company's shares are listed.
------------------------------------------
Article 38 Share certificates Article 38 Article 34 Share certificates
of the Company may be assigned, of the Company may be assigned,
given as a gift, inherited or given as a gift, inherited or
charged in accordance with relevant pledged charged in accordance
provisions of laws, administrative with relevant provisions of laws,
regulations and these Articles administrative regulations and
of Association. these Articles of Association.
For assignment and transfer o
For assignment and transfer of f shar e certificates , and relevant
share certificates, relevant registration registration shall be carried
shall be out with the
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
carried out with the share registration share registration institution
institution authorized by the authorized by the Company.
Company.
--------------------------------------------
Article 40 The Company shall not Article 40 The Company shall not
accept any pledge being created accept any pledge being created
over its own shares. over its own shares.
--------------------------------------------
Article 41 During their terms Article 41 During their terms
of office, directors, supervisors, of office, directors, supervisors,
president, vice presidents and president, vice presidents and
other senior officers shall report other senior officers shall report
periodically to the Company their periodically to the Company their
shareholdings in the Company and shareholdings in the Company and
the change of such shareholdings. the change of such shareholdings.
The transfer of shares by such The transfer of shares by such
personnel shall be conducted in personnel shall be conducted in
accordance with the law, regulations accordance with the law, regulations
and/or relevant provisions of and/or relevant provisions of
the the
Listing Rules. Listing Rules.
--------------------------------------------
Article 42 Should the Company's Article 42 Should the Company's
directors, supervisors, president, directors, supervisors, president,
vice president, other senior management vice president, other senio r
personnel and shareholders holding managemen t personne l and shareholders
more than 5% of the Company's holding more than 5% of the Company's
shares sell their shares in the shares sell their shares in the
Company within 6 months from the Company within 6 months from the
date of purchase of the same, date of purchase of the same,
or repurchase the Company's shares or repurchase the Company's shares
within 6 months from the date within 6 months from the date
of selling the same, the profits of selling the same, the profits
derived from such activities shall derived from such activities shall
be vested in the Company. The be vested in the Company . Th
Company's Board of Directors shall e Company' s Boar d of Director
recover from the aforementioned s shal l recove r fro m the aforementioned
parties the gains derived therefrom, parties the gains derived therefrom,
except that the six-month time except that the six-month time
limit with respect to the sale limit with respect to the sale
of such shares shall not apply of such shares shall not apply
to any holding 5% or more of the to any holding 5% or more of the
shares of the Company by any securities shares of the Company by any securities
company as a result of its purchase company as a result of its purchase
of remaining shares sold under of remaining shares sold under
an an underwriting
underwriting obligation. obligation.
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Should the Company's Board of Should the Company's Board of
Directors not comply with the Directors not comply with the
provision set forth in the preceding provision set forth in the preceding
paragraph and act accordingly, paragraph and act accordingly,
the shareholders shall have the the shareholders shall have the
right to request the Board of right to request the Board of
Directors to duly act in accordance Directors to duly act in accordance
with the same within 30 days. with the same within 30 days.
Should the Company's Board of Should the Company's Board of
Directors not act in accordance Directors not act in accordance
with the same within the aforementioned with the same within the aforementioned
period, the shareholders shall period, the shareholders shall
have the right to initiate proceedings have the right to initiate proceedings
at a People's Court directly in at a People's Court directly in
his/her own name for the interests his/her own name for the interests
of the Company. of the Company.
Should the Company's Board of Should the Company's Board of
Directors not comply with the Directors not comply with the
provision set forth in the first provision set forth in the first
paragraph and act accordingly, paragraph and act accordingly,
the responsible Directors shall the responsible Directors shall
assume joint assume joint
liability in accordance with the liability in accordance with the
law. law.
-----------------------------------------
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, meeting, distribute dividends,
liquidate and engage in other liquidate and engage in other
activities that involve determination activities that involve determination
of shareholding, the board of of shareholding, the board of
directors or the convener of the directors or the convener of the
shareholders' general meeting shareholders' general meeting
shall decide on a date for the shall decide on a date for the
record of shareholding. Shareholders record of shareholding. Shareholders
whose names are registered on whose names are registered on
the share register after the closing the share register after the closing
of the market on such date shall of the market on such date shall
be the Company's shareholders be the Company's shareholders
with the entitlement to the relevant with the entitlement to the relevant
rights. Should the Articles of rights. Should the Articles of
Association have contrary requirements, Association have contrary requirements,
the Company shall comply the Company shall comply
with such requirements. with such requirements.
-----------------------------------------
Article 52 Where the Company has Article 52 Where the Company has
issued a issued a
replacement share certificate replacement share certificate
pursuant to the Articles of Association pursuant to the Articles of Association
and a bona fide and a bona fide
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
purchaser acquires or becomes purchaser acquires or becomes
the registered owner of such shares, the registered owner of such shares,
his name (title) shall not be his name (title) shall not be
removed from the register of removed from the register of
shareholders. shareholders.
-------------------------------------------
Article 53 The Company shall not Article 53 The Company shall not
be liable for any damages sustained be liable for any damages sustained
by any person by reason of the by any person by reason of the
cancellation of the original share cancellation of the original share
certificate or the issuance of certificate or the issuance of
the replacement share certificate the replacement share certificate
unless the claimant is able to unless the claimant is able to
prove that the Company prove that the Company
has acted in a fraudulent manner. has acted in a fraudulent manner.
-------------------------------------------
CHAPTER 7 SHAREHOLDERS' RIGHTS AND OBLIGATIONS
Article 45 When the Company intends
to convene a shareholders' general
meeting, distribute dividends,
liquidate and engage i n othe
r activitie s tha t involve determination
of shareholding, the board of
directors or the convener of the
shareholders' general meeting
shall decide on a date for the
record of shareholding. Shareholders
whose names are registered on
the share register after the closing
of the market on such date shall
be the Company's shareholders
with the entitlement to the relevant
rights. Should the Articles of
Association have contrary requirements,
the Company shall
comply with such requirements.
-------------------------------------------
Article 55 Holders of the ordinary Article 55 Article 46 Holders
shares of the Company shall enjoy of the ordinary shares of the
the following rights: Company shall enjoy the following
rights:
(1) the right to receive dividends
and other distributions in proportion (1) the right to receive dividends
to the number of shares held; and other distributions in proportion
to the number of shares held;
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(2) the right to request to convene, (2) the right to request to convene,
convene, preside over, attend convene, preside over, attend
or appoint a proxy to attend shareholders' or appoint a proxy to attend shareholders'
general meetings and to vote thereat general meetings and to speak
in proportion to the number of and vote thereat in proportion
shares in their possession pursuant to the number of shares in their
to the laws; possession pursuant to the laws;
(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 or pledge the shares in their
possession in accordance with possession in accordance with
laws, administrative regulations laws, administrative regulations
and provisions of the Articles and provisions of the Articles
of Association; of Association;
(5) the right to obtain relevant (5) the right to obtain relevant
information in accordance with information in accordance with
the provisions of the Articles the provisions of the Articles
of Association, including: of Association, including:
(i) the right to obtain a copy (i) the right to obtain a copy
of the Articles of Association, of the Articles of Association,
subject to payment of costs; subject to payment of costs;
(ii) the right to inspect and (ii) the right to inspect,and
copy, subject to payment of a copy, subject to
reasonable fee:
(a) all parts of the register after payment of a reasonable
of shareholders; fee:
(b) personal particulars of each
of the Company's directors, supervisors,
president, vice presidents and (a) all parts of the register
other senior officers, including: of shareholders;
(aa) present and former name and
alias; (bb) principal address (b) personal particulars of each
(place of residence); of the Company's directors, supervisors,
president, vice presidents and
other senior officers, including:
(aa) present and former name and
alias; (bb) principal address
(place of residence);
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(cc) nationality; (cc) nationality;
(dd) primary and all other part- (dd) primary and all other part-
time occupations and duties; time occupations and duties;
(ee) identification documents (ee) identification documents
and the numbers thereof; and the numbers thereof;
(c) report on the state of the (c) report on the state of the
Company's share capital; Company's share capital;
(d) reports showing the aggregate (d) reports showing the aggregate
par value, quantity, highest and par value, quantity, highest and
lowest price paid in respect of lowest price paid in respect of
each class of shares repurchased each class of shares repurchased
by the Company since the end of by the Company since the end of
the last accounting year and the the last accounting year and the
aggregate amount paid by the Company aggregate amount paid by the Company
for this purpose; for this purpose;
(e) (c) minutes of shareholders'
(e) minutes of shareholders' general general meetings;
meetings;
(f) (d) counterfoils of corporate
(f) counterfoils of corporate bonds, resolutions of the board
bonds, resolutions of the board of directors, resolutions of the
of directors, resolutions of the supervisory board, financial and
supervisory board, financial and accounting report;
accounting report;
(6) in the event of the termination (6) in the event of the termination
or liquidation of the Company, or liquidation of the Company,
the right to participate in the the right to participate in the
distribution of surplus assets distribution of surplus assets
of the Company in accordance with of the Company in accordance with
the number of shares held; the number of shares held;
(7) With respect to shareholders (7) With respect to shareholders
who vote against any resolution who vote against any resolution
adopted at the shareholders' general adopted at the shareholders' general
meeting on the merger or demerger meeting on the merger or demerger
of the Company, the of the Company, the right to
--------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
right to request the Company to request the Company to acquire
acquire their shares; their shares;
(8) the right to file the proceedings (8) the right to file the proceedings
with, and bring its claim against with, and bring its claim against
a third party which has impaired a third party which has impaired
the benefits of the Company or the benefits of the Company or
infringed the lawful interests infringed the lawful interests
of the shareholders before, a of the shareholders before, a
People's Court in accordance with People's Court in accordance with
the Company law or other laws the Company law or other laws
and administrative regulations; and administrative regulations;
(9) other rights conferred by (9) other rights conferred by
laws, administrative regulations, laws, administrative regulations,
departmental rules and regulations departmental rules and regulations
and the Articles of Association and the Articles of Association
of the Company. of the Company.
Where shareholders request for
inspection of the relevant information
or demand for materials as mentioned
in the preceding paragraphs, they
shall provide the Compan y wit
h writte n documents evidencing
the class and number of shares
of the Company they hold. Upon
verification of the shareholder's
identity, the Company shall provide
information
requested by such shareholder.
--------------------------------------------
Article 47 If the content of
a resolution of the shareholders'
general meeting or the board of
directors of the Company violates
the laws or administrative regulations,
the shareholders shall have the
right to submit a petition to
the People's Court to render the
same invalid.
If the procedures for convening
or the method of voting at a shareholders'
general meeting or meeting of
the board
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
of directors violate the laws,
administrativ e regulation s o
r these Articles of Association,
or the contents of a resolution
violate these Articles of Association,
the shareholders shall have the
right to submit a petition to
the People's Court to revoke the
same within sixty (60) days from
the date on which
such resolution is passed.
-----------------------------------------
Article 48 Any director 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 th
e supervisor y committee , when
performing its duties in the Company,
violate s th e laws , administrative
regulations, or the provisions
contained in these Articles of
Association resulting in causing
losses to the Company, the shareholders
shall have the rights to request
in writing to the board of directors
to initiate proceedings at a People's
Court.
If the supervisory committee
or the board of directors refuses
to initiate proceedings upon receipt
of the written request of
shareholders stated in the preceding
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
paragraph, or fails to initiate
such proceedings within thirty
(30) days from the date on which
such request is received, or in
case of emergency where failure
to initiate such proceedings immediately
will result in irreparable damage
to the Company's interests, the
shareholders described in the
preceding paragraph shal l hav
e th e righ t t o initiate proceedings
at a People's Court directly in
their own names in the interest
of the Company.
If any person infringes the lawful
rights and interests of the Company,
thus causing an y losse s t o
th e Company , the shareholders
described in the first paragraph
of this Article may initiate proceedings
at a People' s Court in accordance
with the provisions of the
preceding two paragraphs.
------------------------------------------
Article 49 If any director or
senior officer violate s th e
laws , administrative regulation
s o r thes e Article s of Association
resulting in causing harm to the
interests of the shareholders,
the shareholders may initiate
proceedings at
a People's Court.
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 59 In addition to the Article 59 In addition to the
obligations imposed by laws and obligations impose d b y law s
administrative regulations or an d administrative regulations
required by the listing rules or required by the listing rules
of the stock exchange on which of the stock exchange on which
the Company's shares are listed, the Company's shares are listed,
a controlling shareholder shall a controlling shareholder shall
not exercise his voting rights not exercise his voting rights
in respect of the following matters in respect of the following matters
in a manner prejudicial to the in a manner prejudicial to the
interests of all or part of the interests of all or part of the
shareholders of the Company: shareholders of the Company:
(1) to relieve a director or supervisor (1) to relieve a director or supervisor
of his duty to act honestly in of his duty to act honestly in
the best interests of the Company; the best interests of the Company;
(2) to approve the expropriation (2) to approve the expropriation
by a director or supervisor (for by a director or supervisor (for
his own benefit or for the benefit his own benefit or for the benefit
of another person) of the Company's of another person) of the Company's
assets in any way, including (but assets in any way, including (but
not limited to) opportunities not limited to) opportunities
which are beneficial to the Company; which are beneficial to the Company;
(3) to approve the expropriation (3) to approve the expropriation
by a director or supervisor (for by a director or supervisor (for
his own benefit or for the benefit his own benefit or for the benefit
of another person) of the individual of another person) of the individual
rights of other shareholders, rights of other shareholders,
including (but not limited to) including (but not limited to)
rights to distributions and voting rights to distributions and voting
rights, save pursuant to a restructuring rights, save pursuant to a restructuring
which has been submitted for approval which has been submitted for approval
by the shareholders in a general by the shareholders in a general
meeting in accordance with the meeting in accordance with the
Articles of Articles of Association.
Association.
------------------------------------------
Article 60 For the purpose of Article 60 Article 53 For the
the foregoing Article, a "controlling purpose of the foregoin g Article
shareholder" means a person who , a A "controlling shareholder"
satisfies any one of the following means a shareholder who holds
conditions: shares representing 50% or more
of
the total share capital of the
Company; or
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(1) a person who, acting alone a shareholder having sufficient
or in concert with others, has voting right in respect of the
the power to elect more than half shares he/she holds to pose a
of the board of directors; significant influence on the resolutions
of the shareholders' general meetings
(2) a person who, acting alone despite holding less than 50%
or in concert with others, has of the total share capital of
the power to exercise or to control the Company. means a person who
the exercise of 30% or more of satisfies any one of the following
the voting rights in the Company; conditions:
(3) a person who, acting alone (1) a person who, acting alone
or in concert with others, holds or in concert with others, has
30% or more of the issued and the power to elect more than half
outstanding shares of the Company; of the board of directors;
(4) a person who, acting alone (2) a person who, acting alone
or in concert with others, has or in concert with others, has
de facto control of the Company the power to exercise or to control
in any other way. the exercise of 30% or more of
the voting rights in the Company;
(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.
------------------------------------------
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 its functions and powers in
accordance with law. accordance with law.
------------------------------------------
Article 62 The shareholders' general Article 62 Article 54 The shareholders'
meeting shall have the following general meeting is the organ of
functions and powers: authority of the Company, and
shall have exercise the following
(1) to decide on the Company's functions and powers in accordance
operational policies and investment with laws :
plans;
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(2) to elect and replace directors (1) to decide on the Company's
(excluding the employee representative operational policies and investment
director) and to decide on matters plans;
relating to the remuneration of
directors; (2) to elect and replace directors
(excluding the employee representative
(3) to elect and replace supervisors director) and to decide on matters
appointed from personnel who are relating to the remuneration of
not representatives of the employees directors;
and to decide on matters relating
to the remuneration of supervisors; (3) to elect and replace supervisors
appointed from personnel who are
(4) to examine and approve the not representatives of the employees
board of directors' reports; and to decide on matters relating
to the remuneration of supervisors;
(5) to examine and approve the
supervisory committee's reports; (4) to examine and approve the
board of directors' reports;
(6) to examine and approve the
Company's proposed preliminary (5) to examine and approve the
and final annual financial budgets; supervisory committee's reports;
(7) to examine and approve the (6) to examine and approve the
Company's profit distribution Company's proposed preliminary
plans and loss recovery plans; and final annual financial budgets;
(8) to decide on the increase (7) to examine and approve the
or reduction of the Company's Company's profit distribution
registered capital; plans and loss recovery plans;
(9) to decide on matters such (8) to decide on the increase
as merger, division, dissolution, or reduction of the Company's
liquidation or change of the form registered capital;
of the Company;
(9) to decide on matters such
(10) to decide on the issue of as merger, division, dissolution,
debentures by the Company; liquidation or change of the form
of the Company;
(11) to decide on the appointment,
dismissal and non- reappointment (10) to decide on the issue of
of the accountants of debentures by the Company;
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
the Company; (11) to decide on the appointment,
dismissal and non- reappointment
(12) to amend the Articles of of the accountants of the Company;
Association;
(12) to amend the Articles of
(13) to resolve the material purchase 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
during the year; in excess of 30% of the most recent
audited total assets of the Company
(14) to resolve issues relating during the year;
to the provision of guarantee
in favour of third parties that (14) to resolve issues relating
must be approved at the shareholders' to the provision of guarantee
general meeting in accordance in favour of third parties that
with the laws, administrative must be approved at the shareholders'
regulations and Articles of Association; general meeting in accordance
with the laws, administrative
(15) to consider and approve the regulations, other regulatory
variation of use of proceeds; documentsand Articles of Association;
(16) to consider the shares incentive (15) to consider and approve the
program; variation of use of proceeds;
(17) to decide on other matters (16) to consider the shares incentive
which, according to law, administrative program
regulation, departmental rules and employee share ownership
and regulations or the Articles plan ;
of Association, need to be approved
by shareholders in general meetings; (17) to decide on other matters
which, according to law s, administrative
r e g u l a t i o n s , o t h
e r r e g u l a t o r y documents
departmenta l rules and regulations
or the Articles of Association,
need to be approved by shareholders
in
general meetings;
-------------------------------------------
Article 63 Any matters in relation Article 63 Article 55 Any matters
to the provision of guarantee in relation to the provision of
in favour of third parties by guarantee in favour of third parties
the Company shall be approved by the Company shall be
by approved by the board of directors.
the board of directors. The following The
matters
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
relating to the provision of guarantee following matters relating to
shall be submitted to the shareholders' the provision of guarantee shall
general meetings for examination be submitted to the shareholders'
and approval after the same have general meetings for examination
been considered by the board of and approval after the same have
directors: been considered by the board of
directors:
(1) Any guarantee to be provided
by the Company and its controlling (1) Any guarantee to be provided
subsidiaries, with the total amount by the Company and its controlling
of the guarantee provided in favour subsidiaries, with the total amount
of third parties that reaches of the guarantee provided in favour
or exceeds 50% of the most recent of third parties that reaches
audited net assets; or exceeds 50% of the most recent
audited net assets;
(2) guarantees to be provided
in favour of an entity which is (2) guarantees to be provided
subject to a gearing ratio of in favour of an entity which is
over 70%; subject to a gearing ratio of
over 70%; any guarantee provided
(3) any single guarantee with by the Company in favour of third
an amount which exceeds 10% of parties with the total amount
the most recent audited net asset of the guarantee exceeds 30% of
value of the Company; the most recent audited total
assets;
(4) guarantees to be provided
in favour of any shareholder, (3) any single guarantee with
person who exercises effective an amount which exceeds 10% of
control over the Company and its the most recent audited net asset
affiliates; value of the Company; any guarantee
provided by the Company within
(5) any guarantee provided by one year with the amount of guarantee
the Company in favour of third exceeds 30% of the most recent
parties with the total amount audited total assets;
of the guarantee reaches or exceeds
30% of the most recent audited (4) guarantees to be provided
total assets; in favour of any shareholder,
person who exercises effective
(6) matters relating to the provision control over the Company and its
of guarantee that need to be submitted affiliates; guarantees to be provided
to the shareholders' general meeting in favour of an entity which is
for examination and approval as subject to a
required by gearing ratio of over 70%;
other laws and regulations and
the Articles
---------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
of Association of the Company. (5) any guarantee provided by
the Company in favour of third
If a director, president, vice parties with the total amount
president and other senior management of the guarantee reaches or exceeds
personnel commits any act in breach 30 % of the most recent audited
of the provisions governing the total assets; any single guarantee
authority in respect of the examination with an amount which exceeds 10%
and approval of, and the examination of the most recent audited net
procedures in relation to, the asset value;
provision of guarantee in favour
of a third party under the laws, (6) guarantees to be provided
administrative regulations or in favour of any shareholder,
the Articles of Association of person who exercises effective
the Company, which results in control over the Company and its
causing the Company to suffer affiliates;
from loss, such director, president,
vice president and senior management (7) matters relating to the provision
personnel shall be liable for of guarantee that need to be submitted
indemnity and the Company may to the shareholders' general meeting
bring an action against the same for examination and approval as
in accordance with the law. required by other laws and regulations
and the Articles of Association
of the Company.
If a director, president, vice
president and other senior management
personnel commits any act in breach
of the provisions governing the
authority in respect of the examination
and approval of, and the examination
procedures in relation to, the
provision of guarantee in favour
of a third party under the laws,
administrative regulations or
the Articles of Association of
the Company, which results in
causing the Company to suffer
from loss, such director, president,
vice president and senior management
personnel shall be liable for
indemnity and the Company may
bring an action against the
same in accordance with the law.
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 64 Matters which should Article 64 Article 56 Matters
be determined at a shareholders' which should be determined at
general meeting as stipulated a shareholders' general meeting
by the laws, administrative regulations as stipulated by the laws, administrative
and these Articles of Association regulations and these Articles
must be considered at a shareholders' of Association must be considered
general meeting in order to protect at a shareholders' general meeting
the right of the Company's shareholders in order to protect the right
to make decision over such matters. of the Company's shareholders
When necessary or under reasonable to make decision over such matters.
circumstances, the shareholders' When necessary or under reasonable
general meeting may authorize circumstances, the shareholders'
the board of directors to make general meeting may authorize
a decision within its scope of the board of directors to make
authorization granted at a shareholders' a decision within its scope of
general meeting on specific issues authorization granted at a shareholders'
which are related to matters to general meeting on specific issues
be resolved but cannot be determined which are related to matters to
immediately at the shareholders' be resolved but cannot be determined
general meeting. immediately at the shareholders'
general meeting.
With respect to granting authorization
to the board of directors at the With respect to granting authorization
shareholders' general meeting, to the board of directors at the
if a matter for authorization shareholders' general meeting,
is the matter subject to an ordinary if a matter for authorization
resolution, such authorization is the matter subject to an ordinary
shall be adopted by more than resolution, such authorization
one- half (1/2) (exclusive of shall be adopted by more than
one-half) of the voting rights half more than one- half (1/2)
held by shareholders (including (exclusive of one-half) of the
their agents) attending the shareholders' voting rights held by shareholders
general meeting; if a matter for (including their agents) attending
authorization is the matter subject the shareholders' general meeting;
to special resolution, such authorization if a matter for authorization
shall be adopted by more than is the matter subject to special
two-thirds (2/3) of the voting resolution, such authorization
rights held by shareholders (including shall be adopted by more than
their agents) attending the shareholders' two-thirds (2/3) of the voting
general meeting. The content of rights held by shareholders (including
the scope of authorization shall their agents) attending the shareholders'
be clear and specific. general meeting. The content of
the scope of authorization shall
be clear
and specific.
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 65 The Company shall not, Article 65 The Company shall not,
without the prior approval of without the prior approval of
shareholders in a general meeting, shareholders in a general meeting,
enter into any contract with any enter into any contract with any
person (other than a director, person (other than a director,
supervisor, president, vice presidents supervisor, president, vice presidents
and other senior officers) pursuant and other senior officers) pursuant
to which such person shall be to which such person shall be
responsible for the management responsible for the management
and administration of the whole and administration of the whole
or any substantial part of the or any substantial part of the
Company's business. Company's business.
--------------------------------------------
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 notice of th e meetin g shal l
given to the shareholders entitled b e give n t o the shareholders
to attend this general meeting entitled to attend this general
20 days prior to the date of the meeting 20 days prior to the date
meeting. Where the Company convenes of the meeting. Where the Company
an extraordinary general meeting, convenes an extraordinary general
a written notice of the meeting meeting, a written notice of the
shall be given to the shareholders meeting shall be given to the
entitled to attend this general shareholders entitled to attend
meeting 15 days prior to the date this general meeting 15 days prior
of the meeting. to the date of the meeting .
If it is otherwise provided in If it is otherwise provided in
the laws, administrative regulations, the laws, administrative regulations,
departmental rules and the securities departmental rule s an d th e
regulatory authorities or stock securitie s regulatory authorities
exchanges in the jurisdictions or stock exchanges in the jurisdictions
where the shares of the Company where the shares of the Company
are listed, such requirements 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 shall have agreed
in writing. in writing.
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 58 The board of directors
shall convene a shareholders'
general meeting within the time
limit as stipulated in Article
57 of these Articles of Association.
The independent directors, the
supervisory committee or shareholders
who separately or jointly hold
shares of the Company in excess
of 10% shall have the right to
propose to the board of directors
and request for convening an extraordinary
genera l meeting . Th e following
procedures shall be adopted should
the independent directors, the
supervisory committee, shareholders
who separately or jointly hold
shares of the Company in excess
of 10% propose to the board of
directors and request for convening
of an extraordinary general meeting:
(1) Sign a copy, or several copies,
of written request in the same
form and substance, and request
the board of directors to convene
a meeting, with clearly stated
topics for discussion at the meeting.
Within 10 days of receiving the
aforesaid written request, the
board of directors shall reply
in writing on whether or not they
agree to convene the meeting.
(2) Should the board of directors
agree to conven e th e meeting
, a notic e for convening such
meeting shall be issued within
5 days after the board of directors
has passed the resolution. Prior
approval
for making amendment to the original
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
proposal contained in the notice
shall be obtained from the original
proposer.
(3) Should the board of directors
not agree to convene the meeting
as proposed by the independent
directors, it shall state its
reasons and issue an announcement
of the same.
(4) Should the board of directors
not agree to convene the meeting
as proposed by the supervisory
committee, or not provide any
reply within 10 days upon receipt
of the said request, the board
of directors is deemed to be unable
to perform or failed to perform
its duties in respect of convening
such meeting. The supervisory
committee may convene and preside
over the meeting by itself. The
procedures for convening such
meeting shall be identical to
those employed by the board of
directors for convening a meeting
as far as practicable.
(5) Should the board of directors
not agree to convene the meeting
as proposed by the shareholders,
or not provide any reply within
10 days upon receipt of the said
request, the shareholders shall
propose to the supervisory committee
in writing to convene the meeting.
Should the supervisory committee
agree to convene the meeting,
it shall issue a notice for convening
the meeting within 5 days upon
receipt of the said request. Prior
---------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
approval for making amendment
to the original proposal contained
in the notice shall be obtained
from the original proposer.
Should the supervisory committee
not issue a notice for the meeting
within the stipulate d period
, th e supervisory committee shall
be deemed to not convene and preside
over such meeting and shareholders
who separately or jointly hold
10% or more of the Company's shares
for a consecutive 90 days or more
may convene and preside over the
said meetin g themselve s (Prio
r t o the announcement of the
resolutions adopted at the meeting,
the shares held by the convening
shareholders shall not be less
than 10% of the total number of
shares). The procedures for convening
such meeting shall be identical
to those employed by the board
of directors for convening a meeting
as far as practicable.
Should the supervisory committee
or the shareholders convene and
hold a meeting by itself/themselves
pursuant to the precedin g paragraphs
, it/the y shall inform the board
of directors in writing, and file
the same with the relevant competent
departments in accordance with
the applicable requirements. The
board of directors and the secretary
to the board of directors shall
provide assistance in connection
with the meeting.
The board of directors shall
provide the
---------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
share register. The Company shall
bear all reasonable costs incurred
by the meeting.
------------------------------------------
Article 62 Where the Company
convenes an annual general meeting,
a written notice of the meeting
shall be given to the shareholders
entitled to attend this general
meeting 20 days prior to the date
of the meeting. Where the Company
convenes an extraordinary general
meeting, a written notice of the
meeting shall be given to the
shareholders entitled to attend
this general meeting 15 days prior
to the date of the meeting.
If it is otherwise provided in
the laws, administrativ e regulations,
other regulatory documents and
the securities regulatory authorities
or stock exchanges in the jurisdictions
where the shares of the Company
are listed, such requirements
shall prevail.
------------------------------------------
Article 71 A notice of a meeting Article 71 Article 63 A notice
of the shareholders of the Company of a meeting of the shareholders
shall satisfy the following criteria: of the Company shall satisfy the
following criteria: The notice
(1) be in writing; of a shareholder' s 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 (3) contain a conspicuous statement
as are necessary for the shareholders that:
to make an informed decision on all shareholders are entitled
the proposals put to attend the shareholders' general
meeting, and may
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
before them. Without limiting appoint proxies in writing to
the generality of the foregoing attend the meeting and vote on
principle, where a proposal is their behalf. A proxy need not
made to amalgamate the Company be a shareholder of the Company;
with another, to repurchase the
shares of the Company, to reorganise (4) the record date of shareholding
its share capital, or to restructure for determinin g th e entitlemen
the Company in any other way, t of shareholders to attend the
the terms of the proposed transaction shareholders' general meeting;
must be provided in detail together
with copies of the proposed agreement, (5) the name and telephone number
if any, and the cause and effect of the standing contact person
of such proposal must be properly for meeting affairs;
explained;
(6) the voting time and voting
(5) contain a disclosure of the procedures for online voting or
nature and extent, if any, of other means of voting.
the material interests of any
director, supervisor, president, (1) be in writing;
vice presidents and other senior
officers in the proposed transaction (2) specify the place, date and
and the effect which the proposed time of the meeting;
transaction will have on them
in their capacity as shareholders (3) state the matters to be discussed
insofar as it is different from at the meeting;
the effect on the interests of
shareholders of the same class; (4) provide such information and
explanation as are necessary for
(6) contain the full text of any the shareholders to make an informed
special resolution to be proposed decision on the proposals put
at the meeting; before them. Without limiting
the generality of the foregoing
(7) contain a conspicuous statement principle, where a proposal is
that a shareholder entitled to made to amalgamate the Company
attend and vote at such meeting with another, to repurchase the
is entitled to appoint one (1) shares of the Company, to reorganise
or more proxies to attend and its share capital, or to restructure
vote at such meeting on his behalf the Company in any other way,
and that a proxy need not be a the terms of the proposed transaction
shareholder; must be provided in detail together
with copies of the
(8) specify the time and place proposed agreement, if any, and
for lodging proxy forms for the the cause
relevant meeting.
---------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
and effect of such proposal must
be properly explained;
(5) contain a disclosure of the
nature and extent, if any, of
the material interests of any
director , supervisor , president
, vice presidents and other senior
officers in the proposed transaction
and the effect which the proposed
transaction will have on them
in their capacity as shareholders
insofar as it is different from
the effect on the interests of
shareholders of the same class;
(6) contain the full text of any
special resolution to be proposed
at the meeting;
(7) contain a conspicuous statement
that a shareholder entitled to
attend and vote at such meeting
is entitled to appoint one (1)
or more proxies to attend and
vote at such meeting on his behalf
and that a proxy need not be a
shareholder;
(8) specify the time and place
for lodging proxy forms for the
relevant meeting.
--------------------------------------
Article 64 In the event that
the election of directors and
supervisors is to be discussed
at a shareholders' general meeting,
the notice of the shareholders'
general meeting shall fully disclose
the details of candidates for
the directors and supervisors
in accordance with the
relevant requirements.
--------------------------------------
Article 72 Notice of shareholders' Article 72 Article 65 Notice of
general shareholders'
meeting shall be served on the general meeting shall be served
shareholders (whether or not such on the shareholders (whether or
shareholder is entitled not such
--------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
to vote at the meeting), by personal shareholder is entitled to vote
delivery or by prepaid mail to at the meeting), by way of announcement
the address of the shareholder or other ways provided in Article
as shown in the register of shareholders. 212. Where a notice is served
by way of announcement, upon the
For the holders of A shares, notice publication of such announcement,
of the meetings may be issued all relevant persons shall be
by way of public announcement. deemed to have received the notice.
Such public announcement shall personal delivery or by prepaid
be published in one (1) or more mail to the address of the shareholder
national newspapers designated as shown in the register of shareholders.
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
of A shares shall be deemed to by way of public announcement.
have received the notice of the Such public announcement shall
relevant shareholders' meeting. be published in one (1) or more
national newspapers designated
For holders of Overseas- Listed by the securities authority of
Foreign Shares, subject to compliance the State Council; after the publication
with the laws and regulations of such announcement, all holders
and the relevant listing rules of A shares shall be deemed to
of the jurisdictions where the have received the notice of the
shares of the Company are listed, relevant shareholders' meeting.
the notice of shareholders' general
meeting may also be issued by For holders of Overseas- Listed
other means as specified in Article Foreign Shares, subject to compliance
231 herein. with the laws and regulations
and the relevant listing rules
of the jurisdictions where the
shares of the Compan y ar e listed
, th e notic e of shareholders'
general meeting may also be issued
by other means as specified in
Article
231 herein.
-------------------------------------------
Article 73 The accidental omission Article 73 The accidental omission
to give notice of a meeting to, to give notice of a meeting to,
or the failure to receive the or the failure to receive the
notice of a meeting by, any person notice of a meeting by, any person
entitled to receive such notice entitled to receive such notice
shall not invalidate the meeting shall no t invalidat e th e meetin
and the g an d the
resolutions adopted thereat. resolutions adopted thereat.
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 66 When notice of a shareholders'
genera l meetin g i s dispatched
, the shareholders' general meeting
shall not be postponed or cancelled
without proper reasons and the
proposals stated in the notice
of the shareholders' general meeting
shall not be cancelled. In the
event that the shareholders '
genera l meetin g is postponed
or cancelled, the convener shall
make an announcement at least
two business days prior to the
originally schedule d dat e o
f convenin g the shareholders
' genera l meetin g and
expatiate on the reasons.
-------------------------------------------
Article 67 All ordinary shareholders
registere d o n th e recor d dat
e of shareholding or their proxies
shall be entitled to attend the
shareholders' general meeting
and exercise their voting rights
in accordance with the relevant
laws, regulations and these Articles
of
Association.
-------------------------------------------
Article 74 Any shareholder who Article 74 Article 68
is entitled to attend and vote
at a general meeting of the Company Shareholders may attend the shareholders'
shall be entitled to appoint one general meeting in person or appoint
(1) or more persons (whether such a proxy (whether or not such person
person is a shareholder or not) is a shareholder) to attend and
as his proxies to attend and vote vote on their behalf.
on his behalf, and a proxy so
appointed shall be entitled to Any shareholder who is entitled
exercise the following rights to attend and vote at a general
pursuant to the authorization meeting of the Company shall be
from that shareholder: entitled to appoint one (1) or
more person s (whethe r suc h
perso n i s a shareholder or not)
as his proxies to attend
and vote on his behalf, and a
proxy so
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(1) the shareholders' right to appointed shall be entitled to
speak at the meeting; exercise the following rights
pursuant to the authorization
from that shareholder:
(2) the right to demand or join (1) the shareholders' right to
in demanding a poll; speak at the meeting;
(3) unless otherwise required
by the applicable listing rules (2) the right to demand or join
or other securities laws and regulations, in demanding a poll;
the right to vote by hand or on
a poll, but a proxy of a shareholder (3) unless otherwise required
who has appointed more than one by the applicable listing rules
(1) proxy may only vote on a poll. or other securities laws and regulations,
the right to vote by hand or on
If the shareholder is the recognized a poll, but a proxy of a shareholder
clearing house defined by the who has appointed more than one
applicable listing rules or other (1) proxy may only vote on a poll.
securities laws and regulations,
such shareholder is entitled to If the shareholder is the recognized
appoint one or more persons as clearing house defined by the
his proxies to attend on his behalf applicable listing rules or other
at a general meeting or at any securities laws and regulations,
class meeting, but, if one or such shareholder is entitled to
more persons have such authority, appoint one or more persons as
the letter of authorization shall his proxies to attend on his behalf
contain the number and class of at a general meeting or at any
the shares in connection with class meeting , but, if one or
such authorization. Such person more persons have such authority,
can exercise the right on behalf the letter of authorization shall
of the recognized clearing house contain the number and class of
(or its attorney) as if he is the shares in connection with
an individual shareholder of the such authorization. Such person
Company. can exercise the right s 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 .
--------------------------------------------
Article 76 The instrument appointing Article 76 Article 70 The instrument
a
voting proxy and, if such instrument appointing a voting proxy and,
is if such
signed by a person under a power instrument If the instrument appointing
of a
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
attorney or other authority on voting proxy is signed by a person
behalf of the appointor, a notary under a power of attorney or other
certified copy of that power of authority on behalf of the appointor,
attorney or other authority shall such power of attorney or other
be deposited at the premises of authority shall be notarially
the Company or at such other place certified. A a notary certified
as is specified for that purpose copy of that power of attorney
in the notice convening the meeting, or other authority shall , togethe
not less than twenty-four (24) r wit h the instrument appointing
hours before the time for holding the voting proxy, be deposited
the meeting at which the proxy at the premises of the Company
propose to vote or the time appointed or at such other place as is specified
for the passing of the resolution. for that purpose in the notice
convening the meeting, not less
If the appointor is a legal person, than twenty-four (24) hours before
its legal representative or such the time for holding the meeting
person as is authorized by resolution at which the proxy propose to
of its board of directors or other vote or the time appointed for
governing body may attend any the passing of the resolution
meeting of shareholders of the .
Company as a representative of
the appointor. If the appointor is a legal person,
its legal representative or such
person as is authorized by resolution
of its board of directors or other
governing body may attend any
meeting of shareholders of the
Company as
a representative of the appointor.
----------------------------------------
Article 77 Any form issued to Article 77 Article 71 Any form
a shareholder by the directors issued to a shareholder by the
for use by such shareholder for directors for use by such shareholder
the appointment of a proxy to for the appointment of a proxy
attend and vote at meetings of to attend and vote at meetings
the Company shall be such as to of the Company shall be such as
enable the shareholder to freely to enable the shareholder to freely
instruct the proxy to vote in instruct the proxy to vote in
favour of or against the motions favour of o r agains t th e motion
and provide shareholders with s an d provide shareholder s wit
opportunities of instructing the h opportunitie s of instructing
proxy to vote on each individual the proxy to vote on each individual
matter to be voted on at the meeting. matter to be voted on at the meeting.
Such a form shall contain a statement The authorization letter issued
that, in the absence of specific by shareholders to appoint other
instructions from the shareholder, persons to attend the shareholders'
the proxy may vote as he thinks general
fit. meeting shall clearly state the
followings:
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(1) the name of the proxy;
(2) whether the proxy has the
right to vote;
(3) the respective instruction
of voting "for", "against" or
"abstain" for each resolutio n
i n th e agend a o f the shareholders'
general meeting;
(4) date of signing the proxy
form and the effective period;
(5) signature (or seal) of the
principal. If the principal is
a corporate shareholder, the seal
of the corporate shall be affixed.
Such a form shall contain a statement
that, in the absence of specific
instructions from the shareholder,
specifies whether the proxy
may vote as he thinks fit.
----------------------------------------
Article 78 A vote given in accordance Article 78 A vote given in accordance
with the terms of a proxy shall with the terms of a proxy shall
be valid notwithstanding the death be valid notwithstanding the death
or loss of capacity of the appointor or loss of capacity of the appointor
or revocation of the proxy or or revocation of the proxy or
the authority under which the the authority under which the
proxy was executed, or the transfer proxy was executed, or the transfer
of the shares in respect of which of the shares in respect of which
the proxy is given, provided that the proxy is given, provided that
the Company did not receive any the Company did not receive any
written notice in respect of such written notice in respect of such
matters before the commencement matters before the commencement
of the relevant of the relevant
meeting. meeting.
----------------------------------------
Article 79 In the course of considering Article 79 In the course of considering
matters relating to connected matters relating to connected
transactions at a shareholders' transactions at a shareholders'
general meeting, the general meeting, the
connected shareholders shall abstain connected shareholders shall abstain
from from
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
voting. The number of shares carrying voting. The number of shares carrying
the voting rights held by such the voting rights held by such
shareholders shall be excluded shareholders shall be excluded
from the total number of valid from the total number of valid
votes. The voting result of the votes. The voting result of the
non-connected shareholders shall non-connected shareholders shall
be fully disclosed in the announcement be fully disclosed in the announcement
of the resolution of the shareholders' of the resolution of the shareholders'
general meeting. general meeting.
The said connected shareholders The said connected shareholders
means the following shareholders: means the following shareholders:
shareholders who are connected shareholders who are connected
parties or, in case of non- connected parties or, in case of non- connected
parties, persons who have material parties, persons who have material
interests in transactions pending interests in transactions pending
for resolution or their associates for resolution or their associates
pursuant to the applicable securities pursuant to the applicable securities
listing rules as listing rules as
amended from time to time. amended from time to time.
---------------------------------------------
Article 80 If an individual shareholder Article 80 Article 72 If an individual
appoints a proxy to attend the shareholder attends the meeting
shareholders' general meeting, in person, he/she shall present
such proxy shall present his/her his/her identity card or other
own identification documents and valid documents or certificates
the power of attorney signed by showing his/her identity and th
the appointor. If the legal representative e shareholdin g certificate. If
of a legal person shareholder an individual shareholder appoints
appoints a proxy to attend the a proxy to attend the shareholders'
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 signed by the appointor. Legal
the legal representative. If a person shareholders shall be represented
person is authorized by resolution at the meeting by the legal representative
to attend the shareholders' general or the proxy appointed by the
meeting upon resolutions at the legal representative. If the legal
board of directors of a legal representative attends the meeting,
person shareholder or other decision he/she shall present his/her identity
making authority, such person card and a valid certificate proving
shall present his/her own identification his/her qualification as a legal
documents and the written authorization representative. If the legal representative
issued upon resolution by the of a legal person shareholder
board of directors of the legal appoints a
person
shareholder or other decision
making
---------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
authority with the legal person proxy to attend the shareholders'
seal affixed thereon. The letter general meeting, such proxy shall
of authorization shall specify present his/her own identification
its date of issue. documents and the power of attorney
signed by the legal representative.
If a person is authorized by resolution
to attend the shareholders' general
meeting upon resolutions at the
board of directors of a legal
person shareholder or other decision
making authority, such person
shall present his/her own identification
documents and the written authorization
issued upon resolution by the
board of directors of the legal
person shareholder or other decision
making authority with the legal
person seal affixed thereon. The
letter of authorization shall
specify its date of
issue.
------------------------------------------
Article 81 The Company's board Article 81 Article 73 In the event
of directors, independent directors that the The Company's board of
and shareholders who have satisfied directors, independent directors
certain conditions (which are and , shareholders who have satisfied
determined based on such standards certain conditions (which are
as promulgated from time to time determined based on such standards
by the relevant competent authorities) as promulgated from time to time
may publicly solicit the voting by the relevant competent authorities)
rights from shareholders at a or investor protection institutions
shareholders' general meeting. established in accordance with
In soliciting voting rights of laws and regulations publicly
shareholders, information such request the shareholders to entrust
as specific voting intention shall them to exercise the proposal
be sufficiently disclosed to the rights , votin g right s an d
shareholders from whom voting other shareholders' rights on
rights are being solicited. Consideration their behalf, the solicitor shall
or de facto consideration for disclose the soliciting announcement
solicitation of voting rights and relevant soliciting documents
is prohibited. The Company may in accordance with the laws and
not propose any minimum shareholding regulations, and the Company shall
restriction on the solicitation cooperate. Consideration or de
of voting rights. Any person who facto
publicly consideratio n fo r solicitin
solicits voting rights from the g the
shareholders
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
of the Company shall also comply shareholders' rights publicly
with other provisions stipulated is prohibited. may publicly solicit
by the relevant competent authorities the voting rights from shareholders
and the stock exchanges on which at a shareholders' general meeting.
the shares of the Company are In soliciting voting rights of
listed and traded. shareholders, information such
as specific voting intention shall
be sufficiently disclosed to the
shareholders from whom votin g
right s ar e bein g solicited.
Consideration or de facto consideration
for solicitation of voting rights
is prohibited. The Company may
not propose any minimum shareholding
restriction on the solicitation
of voting rights. Any person who
publicly solicits voting rights
from the shareholders of the Company
to entrust him/her to exercise
the proposal right, voting right
and other shareholders' rights
on their behalf shall also comply
with other provisions stipulated
by the relevant competent authorities
and the stock exchanges on which
the shares of the
Company are listed and traded.
-----------------------------------------
Article 74 The Chairman of the
board of directors shall preside
over and chair every shareholders'
general meeting. If the Chairman
is unable to or does not perform
his/her duties, the vice-chairman
of the board of directors shall
preside over and chair the meeting.
If the vice- chairman of the board
of directors is unable to or does
not perform his/her duties, a
director jointly elected by more
than half of the number of directors
shall preside over and chair the
meeting. If more than half of
the number of directors
are unable to elect a director
to preside
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
ove r and chair the meeting,
then shareholders present at the
meeting may elect one (1) person
to act as the chairman of the
meeting. If for any reason, the
shareholders fail to elect a chairman,
then the shareholder (including
a proxy) holding the largest number
of shares carrying the right to
vote thereat shall be the chairman
of the meeting.
A shareholders' general meeting
convened by the supervisory committee
on their own shall be presided
by the chairman of the supervisory
committee. If the chairman of
the supervisory committee is unable
to or does not perform his/her
duties, a supervisor jointly elected
by more than half of the number
of supervisors shall preside over
the said meeting.
Where the shareholders' general
meeting is convened by the shareholders
on their own , the convener shall
elect a representative to preside
over the meeting.
When convening a shareholders'
general meeting, should the chairman
of the meetin g 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
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
shareholders' general meeting
such that the meeting may be continued.
-----------------------------------------
Article 75 At the annual general
meeting, the board of directors
and the supervisory committe e
shall report to the shareholders'
general meeting on their respective
work over the past year.
-----------------------------------------
Article 76 Prior to voting, the
chairman of the meeting shall
announce the number of shareholders
and proxies present at the meeting
and the total number of voting
shares held by them. The number
of shareholders and proxies present
at the meeting and the total number
of voting shares held by them
shall be subject to
registration of the meeting.
-----------------------------------------
Article 77 The convener shall
ensure that the shareholders'
general meeting is held continuously
until a final resolution is formed.
If the shareholders' general meeting
is suspended or no resolution
can be made due to force majeure
and other special reasons, necessary
measures shall be taken to resume
the shareholders' general meeting
as soon as possible or to terminate
this shareholders' general meeting
directly, and an announcement
shall be made promptly. At the
same time, the convener shall
report to the local office of
securities regulatory authority
of the State Council and the stock
exchange in the locality of the
Company.
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 82 Resolutions of shareholders' Article 82 Article 78 Resolutions
general meetings shall be divided of shareholders' general meetings
into ordinary resolutions and shall be divided into ordinary
special resolutions. resolutions and special resolutions.
An ordinary resolution must be An ordinary resolution must be
passed by votes representing more passed by votes representing more
than one- half (exclusive of one-half) than half more than one- half
of the voting rights represented (exclusive of one- half) of the
by the shareholders (including voting rights represented by the
proxies) present at the meeting. shareholders (including proxies)
present at the meeting.
A special resolution must be passed
by votes representing more than A special resolution must be passed
two- thirds of the voting rights by votes representing more than
represented by the shareholders two- thirds of the voting rights
(including proxies) present at represented by the shareholders
the meeting. (including proxies) present at
the meeting.
------------------------------------------
Article 79 A shareholder (including
a proxy), when voting at a shareholders'
general meeting, may exercise
such voting rights as are attached
to the number of voting shares
which he represents. Except otherwis
e provide d fo r electio n of
directors in Article 102 and election
of supervisors in Article 143
of these Articles of Association
in connection with the adoption
of the cumulative voting system,
each share shall have one (1)
vote. The shares held by the Company
itself shall not be attached with
voting rights. Those shares shall
not be counted as the total number
of voting shares held by shareholders
attending the shareholders' general
meetings.
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Where material issues affecting
the interests of small and medium
investors are being considered
in the shareholders' general meeting,
the votes by small and medium
investors shall be counted separately.
The separate counting results
shall be disclosed to the public
in a timely
manner.
----------------------------------------
Article 80 In the course of considering
matters relating to connected
transactions at a shareholders'
general meeting, the connected
shareholders shall abstain from
voting. The number of shares carrying
the voting rights held by such
shareholders shall be excluded
from the total number of valid
votes. The voting result of the
non- connected shareholders shall
be fully disclosed in the announcement
of the resolution of the shareholders'
general meeting.
The said connected shareholders
means the following shareholders:
shareholders who are connected
parties or, in case of non- connected
parties, persons who have material
interests in transactions pending
for resolution or their associates
pursuant to the applicable securities
listing rules as
amended from time to time.
----------------------------------------
Article 81 Unless the Company
is in a crisis or other special
circumstances, it shall not, without
approval by a special resolution
at a shareholders' general meeting,
enter into a contract to handove
r al l o r materia l business
management of the Company to
a person
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
othe r tha n a director , supervisor,
president, vice president and
other senior
officer.
----------------------------------------
Article 82 Except for the cumulative
voting system, the shareholders'
general meeting shall vote on
all proposals one by one, and
if there are different proposals
on the same matter, they shall
be voted in chronological order
in which the proposals are made.
Except for force majeure and other
special reasons that cause the
shareholders' general meeting
to be suspende d or unable to
come to resolution, the shareholders'
general meeting shall not set
aside the proposals
or withhold from voting.
----------------------------------------
Article 83 When a proposal is
considered at a shareholders'
general meeting, no amendmen t
shall be made to the proposal,
otherwise, the relevant change
shall be regarded as a new proposal
and cannot be voted on at this
shareholders'
general meeting.
----------------------------------------
Article 84 Each voting right
shall be exercised either at the
meeting, by online voting or any
of other available means. In case
of repeated voting on the same
voting right, the result of the
first vote shall prevail.
----------------------------------------
Article 85 Before voting takes
place on a proposal at a shareholders'
general meeting, two shareholders'
representatives shall be elected
to participat e i n vot e countin
g and
scrutinizing . I n th e even
t tha t a
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
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
respectiv e voting results through
corresponding voting systems.
------------------------------------------
Article 86 A shareholders' general
meeting shall not conclude earlier
at the venue than over the network
or otherwise. The chairman of
the meeting shall announce the
voting details and result of every
proposal and announce whether
a proposal has been passed or
not based on the voting result.
Before the voting result is officially
announced, the relevant parties
including the Company, counting
officer, monitoring officer, substantial
shareholders and network service
provider involved at the venue
of the shareholders' general
meeting, over the network or
otherwise
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
shall be obliged to keep the
voting details confidential.
-------------------------------------------
Article 83 A shareholder (including Article 83 Article 87 A shareholder
a proxy), when voting at a shareholders' (including a proxy), when voting
general meeting, may exercise at a shareholders' general meeting,
such voting rights as are attached may exercise such voting rights
to the number of voting shares as are attached to the number
which he represents. Except otherwise of voting shares which he represents.
provided for election of directors Except otherwise provided for
in Article election of directors in Article
111 and election of supervisors 111 and election of supervisors
in Article in Article 150 of these Articles
150 of these Articles of Association of Association in connection with
in connection with the adoption the adoption of the cumulative
of the cumulative voting system voting system for election of
for election of directors, each directors, each share shall have
share shall have one (1) vote. one (1) vote. The shares held
The shares held by the Company by the Company itself shall not
itself shall not be attached with be attached with voting rights.
voting rights. Those shares shall Those shares shall not be counted
not be counted as the total number as the total number of voting
of voting shares held by shareholders shares held by shareholders attending
attending the shareholders' general the shareholders' general meetings.
meetings.
Where material issues affecting
Where material issues affecting the interests of small and medium
the interests of small and medium investors are being considered
investors are being considered in the shareholders' general meeting,
in the shareholders' general meeting, the votes by small and medium
the votes by small and medium investors shall be counted separately.
investors shall be counted separately. The separate counting results
The separate counting results shall be disclosed to the public
shall be disclosed to the public in a timely manner.
in a timely manner.
A shareholder attending the shareholders'
Where a shareholder is, under general meeting shall express
the applicable listing rules as its opinion of "for", "against"
amended from time to time, required or "abstain" on the proposal submitted
to abstain from voting on any for voting.
particular resolution or to vote
only for or only against any particular Where a shareholder is, under
resolution, any votes cast by the applicable listing rules as
or on behalf of such shareholder amended from time to time, required
in contravention of such to abstain from voting on any
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
requirement or restriction shall particular resolution or to vote
not be counted. only for or only against any particular
resolution, any votes cast by
or on behalf of such shareholder
in contravention of such requirement
or restriction shall not be counted.
Votes that are not filled in,
incorrectly filled in, or not
legible, or votes that are not
cast are considered to be abstention
by the voter, and the result of
the vote on the number of shares
held by such voter shall
be counted as "abstained".
-----------------------------------------
Article 84 At any shareholders' Articl e 84 Articl e 88 Any vote
general meeting, a resolution of shareholders at a shareholders'
shall be decided on a show of general meeting must be taken
hands unless a poll is demanded: by poll except where the chairman
of the meeting, in good faith,
(1) by the chairman of the meeting; decides to allow a resolution
which relates purely to a procedural
(2) by at least two (2) shareholders or administrative matter to be
present in person or by proxy voted on by a show of hands. At
entitled to vote thereat; any shareholders' general meeting,
a resolution shall be decided
(3) by one (1) or more shareholders on a show of hands unless a poll
(including proxies) representing is demanded:
10% or more of the shares (held
solely or in combination) carrying (1) by the chairman of the meeting;
the right to vote at the meeting,
before or after a vote is carried (2) by at least two (2) shareholders
out by a show of hands. present in person or by proxy
entitled to vote thereat;
(3) by one (1 ) or more shareholders
(including proxies) representing
10% or more of the shares (held
solely or in combination) carrying
the right to vote at the meeting,
before or after a vote is carried
out by a show of hands.
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Unless otherwise required by the Unless otherwise required by the
applicable listing rules or other applicable listing rules or other
securities laws and regulations securities laws and regulations
or a poll is demanded, a declaration or a poll is demanded, a declaration
by the chairman that a resolution by the chairman that a resolution
has been passed on a show of hands has been passed on a show of hands
and the record of such in the and the record of such in the
minutes of the meeting shall be minutes of the meeting shall be
conclusive evidence of the fact conclusive evidence of the fact
that such resolution has been that such resolution has been
passed without proof of the number passed without proof of the number
or proportion of votes in favour or proportion of votes in favour
of or against such resolution. of or against such resolution.
The demand for a poll may be withdrawn The demand for a poll may be withdrawn
by the person who demands the by the person who demands the
same. same.
----------------------------------------
Article 85 A poll demanded on Article 85 A poll demanded on
the election of the chairman of the election of the chairman of
the meeting, or on a question the meeting, or on a question
of adjournment of the meeting, of adjournment of the meeting,
shall be taken forthwith. Unless shall be taken forthwith. Unless
the applicable listing rules or the applicable listing rules or
other securities laws and regulations other securities laws and regulations
require otherwise, a poll demanded require otherwise, a poll demanded
on any other question shall be on any other question shall be
taken at such time as the chairman taken at such time as the chairman
of the meeting directs, and any of the meeting directs, and any
business other than that upon business other than that upon
which a poll has been demanded which a poll has been demanded
may be proceeded with, pending may be proceeded with, pending
the taking of the poll. The result the taking of the poll. The result
of the poll shall be deemed to of the poll shall be deemed to
be a resolution of the meeting be a resolution of the meeting
at at
which the poll was demanded. which the poll was demanded.
----------------------------------------
Article 86 On a poll taken at Article 86 On a poll taken at
a meeting, a shareholder (including a meeting, a shareholder (including
a proxy) entitled to two (2) or a proxy) entitled to two (2) or
more votes need not cast all his more votes need not cast all his
votes in the same way. votes in the same way.
----------------------------------------
Article 87 In the case of an equality Article 87 In the case of an equality
of votes, whether on a show of of votes, whether on a show of
hands or on a poll, the chairman hands or on a poll, the chairman
of the meeting at which the show of the meeting at which the show
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
of hands takes place or at which of hands takes place or at which
the poll is demanded shall have the poll is demanded shall have
a casting vote. a casting vote.
------------------------------------------
Article 89 The following matters Article 89 Article 90 The following
shall be resolved by a special matters shall be resolved by a
resolution at a shareholders' special resolution at a shareholders'
general meeting: general meeting:
(1) the increase or reduction (1) the increase or reduction
in share capital and the issue in share capital and the issue
of shares of any class, warrants of shares of any class, warrants
and other similar securities; and other similar securities;
(2) the issue of debentures of (2) the issue of debentures of
the Company; the Company;
(3) the demerger, merger, dissolution (3) the demerger, spin- off, merger,
and liquidation or change of the dissolution and liquidation or
form of the Company; change of the form of the Company;
(4) amendment of the Articles (4) amendment of the Articles
of Association; of Association;
(5) the material purchase or sale (5) the material purchase or sale
of assets or the provision of of assets or the provision of
guarantee by the Company during guarantee by the Company during
the year that is in excess of the year that is in excess of
30% of the most recent audited 30% of the most recent audited
total assets value of the Company; total assets value of the Company;
(6) the shares incentive program; (6) the shares incentive program;
(7) any other matter as provided (7) any other matter as provided
for by the laws, administrative for by the laws, administrative
regulations, departmental rules regulations, departmental rules
and regulations or the Articles and regulations or the Articles
of Association, and as considered of Association, and as considered
by the shareholders at a shareholders' by the shareholders at a shareholders'
general meeting, and resolved general meeting, and resolved
by way of an ordinary resolution, by way of an ordinary resolution,
which is of a nature which may which is of a nature which may
have a material impact on the have a material impact on the
Company and Company and
should be adopted by special resolution. should be adopted by special resolution.
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
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 shareholders who separately or
jointly hold voting shares in jointly hold voting shares in
excess of 10% request for convening excess of 10% request for convening
of an extraordinary general meeting of an extraordinary general meeting
or class meeting: or class meeting:
(1) The said directors, supervisory (1) The said directors, supervisory
committee and shareholders shall committee and shareholders shall
sign a copy, or several copies, sign a copy, or several copies,
of written request in the same of written request in the same
form and substance, and request form and substance, and request
the board of directors to convene the board of directors to convene
an extraordinary general meeting an extraordinary general meeting
or a class meeting, with clearly or a class meeting, with clearly
stated topics for discussion at stated topics for discussion at
the meeting. Within 10 days of the meeting. Within 10 days of
receiving the written request, receiving the written request,
the board of directors shall reply the board of directors shall reply
in writing on whether or not they in writing on whether or not they
agree to convene an extraordinary agree to convene an extraordinary
general meeting. general 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 shall be issued within 5 days
after the board of directors has after the board of directors has
adopted a resolution. Prior approval adopted a resolution. Prior approval
for making amendment to the original for making amendmen t to the original
proposal contained in the notice proposal contained in the notice
shall be obtained from the original shall be obtained 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 as proposed by the independent
directors, it shall state its directors, it shall state its
reasons and issue an announcement reasons and issue an announcement
of the of the
same. same.
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(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 as proposed by the supervisory
committee, or not provide any committee, or not provide any
reply within 10 days upon receipt reply within 10 days upon receipt
of the said request, the board of the said request, the board
of directors is deemed to be unable of directors is deemed to be unable
to perform or failed to perform to perform or failed to perform
its duties in respect of convening its duties in respect of convening
such meeting. The supervisory such meeting. The supervisory
committee may convene and preside committee may convene and preside
over the meeting by itself. The over the meeting by itself. The
procedures for convening such procedures for convening such
meeting shall be identical to meeting shall be identical to
those employed by the board of those employed by the boar d of
directors for convening a shareholders' directors for convening a shareholders'
general meeting as far as practicable. general meeting as 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 not provide any reply within or not provide any reply within
10 days upon receipt of the said 10 days upon receipt of the said
request, the shareholders shall 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 to convene an extraordinary agree to convene an extraordinary
general meeting or a class meeting, general meeting or a class meeting,
it shall issue a notice for convening it shall issue a notice for convening
a shareholder's general meeting a shareholder's general meeting
or a class meeting within 5 days or a class meeting within 5 days
of receiving the said request. of receiving the said request.
Prior approval for making amendment Prior approval for making amendment
to the original proposal contained to the original proposal contained
in the notice shall be obtained in the notice shal l b e obtaine
from the original proposer. Should d fro m th e original proposer.
the supervisory committee not Should the supervisory committee
issue a notice for the shareholders' n o t i s s u e a n o t i c e
general meetings or a f o r t h e
class meeting within the stipulated shareholders'general meetings
period, or a class
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
the supervisory committee shall meeting within the stipulated
be deemed to not convene and preside period, the supervisory committee
over such meeting and shareholders shall be deemed to not convene
who separately or jointly hold and preside over such meeting
10% or more of the Company's shares and shareholders who separately
for a consecutive 90 days or more or jointly hold 10% or more of
may convene and preside over the the Company's shares for a consecutive
said meeting. (Prior to the announcement 90 days or more may convene and
of the resolutions adopted at preside over the said meeting.
the shareholders' general meeting, (Prior to the announcement of
the shares held by the convening the resolutions adopted at the
shareholders shall not be less shareholders' general meeting,
than 10% of the total number of th e shares held by the convening
shares). The procedures for convening shareholders shall not be less
such meetings shall be identical than 10% of the total number of
to those employed by the board shares). The procedures for convening
of directors for convening a shareholders' such meetings shall be identical
general meeting as far as practicable. to those employed by the board
of directors for convening a shareholders'
Should the supervisory committee general meeting as far as practicable.
or the shareholders convene and
hold a meeting pursuant to the Should the supervisory committee
rules above, they shall inform or the shareholders convene and
the board of directors in writing, hold a meeting pursuant to the
and submit their applications rules above, they shall inform
to the relevant supervisory departments the board of directors in writing,
in accordance with the applicable and submit their applications
rules. The board of directors to the relevant supervisory department
and the secretary to the board s in accordance with the applicable
of directors shall provide assistance rules. The board of directors
in connection with the meeting. and the secretary to the board
The board of directors shall provide of directors shall provide assistance
the share register. The Company in connection with the meeting.
shall bear all reasonable costs The board of directors shall provide
incurred by the meeting. The costs the share register. The Company
incurred shall be deducted from shall bear all reasonable costs
the amount owed by the Company incurred by the meeting. The costs
to such directors who have committed incurred shall be deducted from
negligence of the amount owed by the Company
duties. to such directors who have committed
negligence of
duties.
--------------------------------------------
Article 92 The Chairman of the Article 92 The Chairman of the
board of directors shall preside board of directors shall preside
over and chair every shareholders' over and chair every shareholders'
general meeting. If the general meeting. If the
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Chairman is unable to or does Chairman is unable to or does
not perform his/her duties, the not perform his/her duties, the
vice-chairman of the board of vice-chairman of the board of
directors shall preside over and directors shall preside over and
chair the meeting. If the vice-chairman chair the meeting. If the vice-chairman
of the board of directors is unable of the board of directors is unable
to or does not perform his/her to or does not perform his/her
duties, a director jointly elected duties, a director jointly elected
by more than half of the number by more than half of the number
of Directors shall preside over of Directors shall preside over
and chair the meeting. If the and chair the meeting. If the
director jointly elected by more director jointly elected by more
than half of the number of Directors than half of the number of Directors
is unable to preside over and is unable to preside over and
chair the meeting, then shareholders chair the meeting, then shareholders
present at the meeting may elect present at the meeting may elect
one (1) person to act as the chairman one (1) person to act as the chairman
of the meeting. If for any reason, of the meeting. If for any reason,
the shareholders fail to elect the shareholders fail to elect
a chairman, then the shareholder a chairman, then the shareholder
(including a proxy) holding the (including a proxy) holding the
largest number of shares carrying largest number of shares carrying
the right to vote thereat shall the right to vote thereat shall
be the chairman of the meeting. be the chairman of the meeting.
A shareholders' general meeting A shareholders' general meeting
convened by the supervisory committee convened by the supervisory committee
on their own shall be presided on their own shall be presided
by the chairman of the supervisory by the chairman of the supervisory
committee. If the chairman of committee. If the chairman of
the supervisory committee is unable the supervisory committee is unable
to or does not perform his/her to or does not perform his/her
duties, a supervisor jointly elected duties, a supervisor jointly elected
by more than half of the number by more than half of the number
of supervisors shall preside over of supervisors shall preside over
the said meeting. the said meeting.
Where the shareholders' general Where the shareholders' general
meeting is convened by the shareholders meeting is convened by the shareholders
on their own, the convener shall on their own, the convener shall
elect a representative to preside elect a representative to preside
over the meeting. over the meeting.
When convening a shareholders' When convening a shareholders'
general meeting, should the person general meeting, should the person
presiding over presiding over
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
the meeting violates the rules th e meeting violates the rules
and procedures, resulting that and procedures, resulting that
the shareholders' general meeting the shareholders' general meeting
becomes unable to proceed, a person becomes unable to proceed, a person
may, subject to the consent of may, subject to the consent of
more than half of the number of more than half of the number of
shareholders with voting rights shareholders with voting rights
attending the meeting at the scene, attending the meeting at the scene,
be elected at the shareholders' be elected at the shareholders'
general meeting to act as the general meeting to act as the
person presiding the shareholders' person presiding the shareholders'
general meeting such that the general meeting such that the
meeting may be continued. meeting may be continued.
------------------------------------------
Article 93 The chairman of the Article 93 Article 92 The chairman
meeting shall be responsible for of the meeting shall be responsible
determining whether a resolution for determining whether a resolution
has been passed. His decision, has been passed. His decision,
which shall be final and conclusive, which shall be final and conclusive,
shall be announced at the meeting shall be announced at the meeting
and recorded in the minute book. and recorded in the minute book.
The Company shall make a public The Company shall make a public
announcement on the resolutions announcement on the resolutions
of the shareholders' general meeting of the shareholders' general meeting
in accordance with the applicable in accordance with the applicable
laws and the relevant provisions laws and the relevant provisions
stipulated by the stock exchange(s) stipulated by the stock exchange(s)
on which the shares of the on which the shares
Company are listed and traded. of the Company are listed and
traded.
------------------------------------------
Article 95 If votes are counted Article 95 Article 94 If votes
at a shareholders' general meeting, are counted at a shareholders'
the result of the count shall general meeting, the result of
be recorded in the minute book. the count shall be recorded in
the minute book.
The Company secretary shall make
the record of the shareholders' The convenor shall ensure that
general meeting, which shall be the particulars included in the
signed by the person presiding record of the meeting are true,
the meeting (chairman of the meeting), accurate and complete. The Company
directors, supervisors, board secretary shall make the record
secretary and convenor attending of the shareholders' general meeting,
the meeting or their representatives. which shall be signed by the person
presiding the meeting (chairman
Resolutions adopted by a shareholders' of the meeting), directors, supervisors,
board secretary and
convenor attending the meeting
or their
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
general meeting shall be included representatives.
in the minutes of the meeting.
The record and minutes of the Resolutions adopted by a shareholders'
meeting shall be in Chinese. Such general meeting shall be included
record and minutes, shareholders' in the minutes recordof the meeting.
attendance lists and proxy forms The record and minutes of the
shall be kept at the Company's meeting shall be in Chinese. Such
place of residence for a period record an d minutes , shareholders'
of not less than 10 years. attendance lists and proxy forms
shall be kept at the Company's
place of residence for a period
of not less than 10
years.
-----------------------------------------
CHAPTER 9: SPECIAL PROCEDURES CHAPTER 9: SPECIAL PROCEDURES
FOR VOTING BY A CLASS OF SHAREHOLDERS FOR V O T I N G B Y A C L A S
S O F SHAREHOLDERS
-----------------------------------------
Article 97 Those shareholders Article 97 Those shareholders
who hold different classes of who hold different classes of
shares are class shareholders. shares are class shareholders.
Class shareholders shall enjoy Class shareholders shall enjoy
rights and assume obligations rights and assume obligations
in accordance with laws, administrative in accordance with laws, administrative
regulations and the regulations and the
Articles of Association. Articles of Association.
-----------------------------------------
Article 98 Rights conferred on Article 98 Rights conferred on
any class of shareholders may any class of shareholders may
not be varied or abrogated save not be varied or abrogated save
with the approval of a special with the approval of a special
resolution of shareholders in resolution of shareholders in
a general meeting and by holders a general meeting and by holders
of shares of that class at a separate of shares of that class at a separate
meeting convened in accordance meeting convened in accordance
with Article with Article 100 to Article 104
100 to Article 104 of these Articles of these Articles of
of Association.
Association.
-----------------------------------------
Article 99 The following circumstances Article 99 The following circumstances
shall be deemed to be variation shall be deemed to be variation
or abrogation of the rights attaching or abrogation of the rights attaching
to a particular class of shares: to a particular class of shares:
(1) to increase or decrease the (1) to increase or decrease the
number of shares of that class, number of shares of that class,
or to increase or or to increase or
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
decrease the number of shares decrease the number of shares
of a class having voting or equity of a class having voting or equity
rights or privileges equal or rights or privileges equal or
superior to those of shares of superior to those of shares of
that class; that class;
(2) to exchange all or part of (2) to exchange all or part of
the shares of that class for shares the shares of that class for shares
of another class or to exchange of another class or to exchange
or to create a right to exchange or to create a right to exchange
all or part of the shares of another all or part of the shares of another
class for shares of that class; class for shares of that class;
(3) to remove or reduce rights (3) to remove or reduce rights
to accrued dividends or rights to accrued dividends or rights
to cumulative dividends attached to cumulative dividends attached
to shares of that class; to shares of that 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 class to receive dividends or
to the distribution of assets to the distribution of assets
in the event that the Company in the event that the Company
is liquidated; 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, transfer or pre- emptive rights,
or rights to acquire securities or rights to acquire securities
of the Company attached to shares of the Company attached to shares
of that class; of that class;
(6) to remove or reduce rights (6) to remove or reduce rights
to receive payment payable by to receive payment payable by
the Company in particular currencies the Company in particular currencies
attached to shares of that class; attached 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 having voting or equity rights
or privileges equal or superior or privileges equal or superior
to those of the shares of that to those of the shares of that
class; class;
(8) to restrict the transfer or (8) to restrict the transfer or
ownership of ownership of
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
shares of that class or to increase 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 (9) to allot and issue rights
to subscribe for, or to convert to subscribe for, or to convert
the existing shares into, shares the existing shares into, shares
in the Company of that class or in the Company of that class or
another class; another class;
(10) to increase the rights or (10) to increase the rights or
privileges of shares of another privileges of shares of another
class; class;
(11) to restructure the Company (11) to restructure the Company
in such a way so as to result in such a way so as to result
in the disproportionate distribution in the disproportionate distribution
of obligations between the various of obligations between the various
classes of shareholders; classes 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 Article 100 Shareholders of the
affected class, whether or not affected class, whether or not
otherwise having the right to otherwise having the right to
vote at shareholders' general vote at shareholders' general
meetings, have the right to vote meetings, have the right to vote
at class meetings in respect of at class meetings in respect of
matters concerning sub-paragraphs matters concerning sub- paragraphs
(2) to (8), (11) and (12) of the (2) to (8), (11) and (12) of th
preceding article, but interested e precedin g article , bu t interested
shareholder(s) shall not be entitled shareholder(s) shall not be entitled
to vote at such class meetings. to vote at such 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 (1) in the case of a repurchase
of shares by way of a general of shares by way of a general
offer to all shareholders of the offer to all shareholders of the
Company or by way of public dealing Company or by way of public dealing
on on
a stock exchange pursuant to Article a stock exchange pursuant to Article
30, a 30, a
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
"controlling shareholder" within "controlling shareholder" within
the meaning of Article 60; the meaning of Article 60;
(2) in the case of a repurchase (2) in the case of a repurchase
of shares by an off-market agreement of shares by an off-market agreement
pursuant to Article 30, a holder pursuant to Article 30, a holder
of the shares to which the proposed of the shares to which the proposed
agreement relates; agreement relates;
(3) in the case of a restructuring (3) in the case of a restructuring
of the Company, a shareholder of the Company, a shareholder
who assumes a relatively lower who assumes a relatively lower
proportion of obligation than proportion of obligation tha n
the obligations imposed on shareholders th e obligation s impose d on
of that class under the proposed shareholders of that class under
restructuring or who has an interest the proposed restructuring or
in the proposed restructuring who has an interest in the proposed
different from the general interests restructuring different from the
of the general interests of the
shareholders of that class. shareholders of that class.
--------------------------------------
Article 101 Resolutions of a class Article 101 Resolutions of a class
of shareholders shall be passed of shareholders shall be passed
by votes representing more than by votes representing more than
two- thirds of the voting rights two- thirds of the voting rights
of shareholders of that class of shareholders of that class
represented at the relevant meeting represented at the relevant meeting
who, according to Article 100 who, according to Article 100
of these Articles of Association, of these Articles of Association,
are entitled to vote thereat. are entitled to vote thereat.
Where any shareholder is, under Where any shareholder is, under
the applicable rules governing the applicable rules governing
the listing of securities as amended the listing of securities as amended
from time to time, required to from time to time, required to
abstain from voting in connection abstain from voting in connection
with any particular resolution with any particular resolution
at a particular class meeting, at a particular class meeting,
or is restricted to vote only or is restricted to vote only
for or only against any particular for or only against any particular
resolution at a particular class resolution at a particular class
meeting, any vote cast by or on meeting, any vote cast by or on
behalf of such shareholder in behalf of such shareholder in
contravention of such requirement contravention of such requirement
or or
restriction shall not be counted. restriction shall not be counted.
--------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 102 Written notice of Article 102 Written notice of
a class meeting shall be given a class meeting shall be given
to all shareholders who are registered to all shareholders who are registered
as holders of that class in the as holders of that class in the
register of shareholders forty-five register of shareholders forty-five
(45) days before the date of the (45) days before the date of the
class meeting. Such notice shall class meeting. Such notice shall
give such shareholders notice give such shareholders notice
of the matters to be considered of the matters to be considered
at such meeting, the date and at such meeting, the date and
the place of the class meeting. the place of the class meeting.
A shareholder who intends to attend A shareholder who intends to attend
the class meeting shall deliver the class meeting shall deliver
his written reply in respect thereof his written reply in respect thereof
to the Company twenty (20) days to the Company twenty (20) days
before the date of the class meeting. before the date of the class meeting.
If the shareholders who intend If the shareholders who intend
to attend such class meeting represent to 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 of shares of that class which
have the right to vote at such have the right to vote at such
meeting, the Company may hold meeting, the Company may hold
the class meeting; if not, the the class meeting; if not, the
Company shall within five (5) Company shall within five (5)
days give the shareholders further days give the shareholders further
notice of the matters to be considered, notice of the matters to be considered,
the date and the place of the the date and the place of the
class meeting by way of public class meeting by way of public
announcement. The Company may announcement. The Company may
then hold the class meeting after then hold th e clas s meetin g
such public announcement has been afte r suc h public announcement
made. has been made.
The quorum of any class meeting The quorum of any class meeting
(except for the adjournment), (except for the adjournment),
which is proposed to vary the which is proposed to vary the
rights of the above-mentioned rights of the above-mentioned
class of shareholders, shall at class of shareholders, shall at
least be one third of the total least be one third of the total
issued shares of the above- mentioned issued shares of the above-mentioned
class. class.
-----------------------------------------
Article 103 Notice of class meetings Article 103 Notice of class meetings
need need
only be served on shareholders only be served on shareholders
entitled to vote thereat. entitled to vote thereat.
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Class meetings shall be conducted Class meetings shall be conducted
in a manner which is as similar in a manner which is as similar
as possible to that of shareholders' as possible to that of shareholders'
general meetings. The provisions general meetings. The provisions
of the Articles of Association of the Articles of Association
relating to the manner for the relating to the manner for the
conduct of shareholders' general conduct of shareholders' general
meetings are also meetings are also
applicable to class meetings. applicable to class meetings.
-------------------------------------------
Article 104 Apart from the holders Article 104 Apart from the holders
of other classes of shares, the of other classes of shares, the
holders of the A Shares and holders holders of the A Shares and holders
of Overseas- Listed Foreign Shares of Overseas- Listed Foreign Shares
shall be deemed to be holders shall be deemed to be holders
of different classes of shares. of different classes of shares.
Holders of Overseas- Listed Foreign Holders of Overseas- Listed Foreign
Shares shall be deemed to be holders Shares shall be deemed to be holders
of the same class of shares. 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 apply in the following circumstances: not apply in the following circumstances:
(1) where the Company issues, (1) where the Company issues,
upon the approval by special resolution upon the approval by special resolution
of its shareholders in a general of its shareholders in a general
meeting, either separately or meeting, either separately or
concurrently once every twelve concurrently once every twelve
(12) months, not more than 20% (12) months, not more than 20%
of each of its existing issued of each of its existing issued
A Shares and Overseas-Listed Foreign A Shares and Overseas-Listed Foreign
Shares; Shares;
(2) where the Company's plan to (2) where the Company's plan to
issue A Shares and Overseas-Listed issue A Shares and Overseas-Listed
Foreign Shares at the time of Foreign Shares at the time of
its establishment is carried out its establishment is carried out
within fifteen (15) months from within fifteen (15) months from
the date of approval of the authority the date of approval of the authority
in charge of in charge of
securities under the State Council. securities under the State Council.
-------------------------------------------
CHAPTER 10: THE PARTY COMMITTEE CHAPTER 10 CHAPTER 9 : THE PARTY
COMMITTEE
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 106 The Party Committee Article 106 Article 97 The Party
of the Company shall play a leading Committee of the Company shall
role, set the right direction, play a leading role, set the right
keep in mind the big picture, direction, keep in mind the big
promote the implementation of picture, promote ensurethe implementation
Party policies and principles, of Party policies and principles,
discuss and decide on major issues discuss and decide on major issues
of the Company in accordance with of the Company in accordance with
the regulations. Decisions relating the regulations. Decisions relating
to major operation and management to major operation and management
matters shall be made in accordance matters shall be made in accordance
with relevant regulations by the with relevant regulations by the
board of directors or the management board of directors or the management
after the pre-study and discussion after the pre-study and
by the discussion by the Party Committee.......
Party Committee.......
--------------------------------------------
CHAPTER 11: BOARD OF DIRECTORS CHAPTER 11 10: BOARD OF DIRECTORS
--------------------------------------------
Article 108 The Company shall Article 108 Article 99 The Company
have a board of directors. The shall have a board of directors.
board of directors shall consist The board of directors shall consist
of 7 to 13 directors, at least of 7 to 13 directors, at least
half of which shall be outside half of which shall be outside
directors (those who do not assume directors (those who do not assume
any position within the Company), any position within the Company),
and of which at least 1/3 of the and of which at least 1/3 of the
overall directors shall be independent overall directors shall be independent
directors (meaning directors who directors (meaning directors who
are independent from the Company's are independent from the Company's
shareholders and do not hold offices shareholders and do not hold offices
within the Company). At least within the Company) . At least
one independent director shall one independent director shall
have appropriate professional have appropriate professional
qualification, or expertise in qualification, or expertise in
accounting or related financial accounting or related financial
management; the board of directors management; the board of directors
shall have one (1) employee representative shall have one (1) employee representative
director. director.
The board of directors shall have The board of directors shall have
one (1) Chairman and one (1) Deputy one (1) Chairman and one (1) Deputy
Chairman. Chairman.
An independent director refers
to a
director who does not hold any
position other than a director
in the Company and
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
ha s 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 procedures shall be carried out
the election of the non- independent prior to the election of the non-
directors: independent directors:
(1) The nominator of a candidate (1) The nominator of a candidate
for the non- independent directors for the non- independent directors
shall seek the consent of such shall seek the consent of such
candidate prior to nomination candidate prior to nomination
and shall have a full understanding and shall have a full understanding
towards the profession, education, towards the profession, education,
job position, detailed working job position, detailed working
experience and all other positions experience and all other positions
held concurrently as well as preparing held concurrently as well as preparing
written materials containing the written materials containing the
said information to the Company. said information to the Company.
Candidates shall undertake to Candidates shall undertake to
the Company in writing that they the Company in writing that they
have agreed to accept the nomination have agreed to accept the nomination
and that all disclosed information and that all disclosed information
relating to them are true and relating to them are true and
complete and shall guarantee that complete and shall guarantee that
they will conscientiously perform they will conscientiously perform
the director's responsibilities the director's responsibilities
after being elected. after being elected.
(2) If the nomination of a candidate (2) If the nomination of a candidate
for the non- independent directors for the non- independent directors
is taken place before the board is taken place before the board
meeting of the Company was convened meeting of the Company was convened
and if the applicable law, regulations and if the applicable laws, regulations,
and/or the relevant listing rules other regulatory documents and/or
contain relevant provisions, the the relevant regulatory authorities
written materials concerning the of the jurisdictions where the
nominee set out in sub- paragraph shares are listed and the listing
(1) of this Article shall be rules contain relevant
publicly announced together with provisions, the written materials
the concerning
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
resolutions of the board meeting the nominee set out in sub-paragraph
in accordance with such provisions.... (1) of this Article shall be publicly
announced together with the resolutions
of the board meeting in accordance
with such provisions.
...
-----------------------------------------
Article 114 The board of directors Article 114 Article 105 The board
is responsible to the shareholders' of directors is responsible to
general meeting for formulating the shareholders' general meeting
strategies, making decisions and for formulating strategies, making
preventing risks and shall exercise decisions and preventing risks
the following duties and powers and shall exercise the following
in accordance with statutory procedures duties and powers in accordance
and the Articles of Association: with statutory procedures and
the Articles of Association:
(1) to be responsible for the
convening of the shareholders' (1) to be responsible for the
general meeting and to report convening of the shareholders'
on its work to the shareholders general meeting and to report
in general meetings; on its work to the shareholders
in general meetings;
(2) to implement the resolutions
passed by the shareholders in (2) to implement the resolutions
general meetings; passed by the shareholders in
general meetings;
(3) to determine the Company's
business plans and investment (3) to determine the Company's
proposals; business plans and investment
proposals;
(4) to formulate the Company's
preliminary and final annual financial (4) to formulate the Company's
budgets; preliminary and final annual financial
budgets;
(5) to formulate the Company's
profit distribution proposal and (5) to formulate the Company's
loss recovery proposal; profit distribution proposal and
loss recovery proposal;
(6) to formulate proposals for
the increase or reduction of the (6) to formulate proposals for
Company's registered capital and the increase or reduction of the
for the issuance of the Company's registered capital and
Company's debentures; for the issuance of the
Company's debentures;
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(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 (8) to decide on other issues
relating to the provision of guarantee relating to the provision of guarantee
in favor of a third party other in favor of a third party other
than those must be approved at than those must be approved at
a shareholders' general meeting a shareholders' general meeting
pursuant to the laws, administrative pursuant to the laws, administrative
regulations and these Articles regulations , other regulatory
of Association; documents and these Articles of
Association;
(9) to decide on the external (9) to decide on the external
investments, purchase and sale investments, purchase and sale
of assets, creation of mortgage of assets, creation of mortgage
over assets, entrusted asset management, over assets, entrusted asset management,
connected transactions and other connected transactions , external
matters within the scope of authorization donations and other matters within
conferred by the shareholders' the scope of authorization conferred
general meeting; by the shareholders' general meeting;
(10) to decide on the Company's (10) to decide on the Company's
internal management structure; internal management structure;
(11) to appoint or dismiss the (11) to appoint or dismiss the
president of the Company, secretary president of the Company, secretary
to the board of directors, conduct to the board of directors, conduct
appraisal on their performance appraisal on their performance
and determine remunerations; and and determine remunerations; and
to appoint or dismiss, with reference to appoint or dismiss, with reference
to the nomination by the president, to the nomination by the president,
the vice presidents, chief accountant, the vice presidents, chief accountant,
chief pilot, general legal counsel chief pilot, general legal counsel
and other senior officers, conduct and other senior officers, conduct
appraisal on their performance appraisal on their performance
and determine remunerations; and determine remunerations;
(12) to formulate the basic management (12) to formulate the basic management
structure of the Company; structure of the Company;
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(13) to manage matters relating (13) to manage matters relating
to the disclosure of information to the disclosure of information
by the Company; by the Company;
(14) to make recommendations to (14) to make recommendations to
the shareholders' general meetings the shareholders' general meetings
on the appointment or change of on the appointment or change of
the accounting firm which performs the accounting firm which performs
the audit work for the Company; the audit work for the Company;
(15) to hear from the Company's (15) to hear from the Company's
president reports on work performed president reports on work performed
and to inspect the work of the and to inspect the work of the
president; president;
(16) to formulate proposals for (16) to formulate proposals for
any amendment of the Company's any amendment of the Company's
Articles of Association; Articles of Association;
(17) to determine the risk management (17) to determine the risk management
system, the internal control system system, the internal control system
and the legal compliance management and the legal compliance management
system of the Company, and monitor system of the Company, and monitor
the relevant systems and their the relevant systems and their
implementation; implementation;
(18) to guide, inspect and assess (18) to guide, inspect and assess
the internal audit works and approve the internal audit works and approve
the annual audit plan and important the annual audit plan and important
audit reports pursuant to laws; audit reports pursuant to laws;
(19) to promote the development (19) to promote the development
of corporate governance and supervise of corporate governance and supervise
the legality of the operation the legality of the operation
of the management; of the management;
(20) to exercise any other powers (20) to exercise any other powers
conferred by the shareholders stipulated by laws, regulations,
in general meetings and these other regulatory document s an
Articles of Associations. d thes e Article s of Associatio
n an d conferred by the
---------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Resolutions by the board of directors shareholders in general meetings
on matters referred to in the and these Articles of Associations
preceding paragraph may be passed .
by the affirmative vote of more
than half of the directors (amongst Resolutions by the board of directors
which resolution on matters referred on matters referred to in the
to in sub- paragraph (8) shall preceding paragraph may be passed
require the affirmative vote of by the affirmative vote of more
more than two-thirds of the directors than half of the directors (amongst
present at the board meeting) which resolution on matters referred
with the exception of resolutions to in sub- paragraph (8) shall
on matters referred to in sub- require the affirmative vote of
paragraphs (6), (7) and (16) which more than two-thirds of the directors
shall require the affirmative present at the board meeting)
vote of more than two-thirds of with the exception of resolutions
all the directors. on matters referred to in sub-
paragraphs (6), (7) and (16) which
If any director is connected with shall require the affirmative
the enterprises that are involved vote of more than two-thirds of
in the matters to be resolved all the directors.
by the board meetings, he shall
not exercise his voting rights If any director is connected with
for such matters, nor shall he the enterprises that are involved
exercise voting rights on behalf in the matters to be resolved
of other directors. Such board by the board meetings, he shall
meetings shall be convened by not exercise his voting rights
a majority of the directors present for such matters, nor shall he
thereat who are not connected. exercise voting rights on behalf
Resolutions made by the board of other directors. Such board
meetings shall be passed by a meetings shall be convened by
majority of the directors that a majority of the directors present
are not connected. The aforementioned thereat who are not connected.
matters that must be passed by Resolutions made by the board
two-thirds or more of the directors meetings shall be passed by a
shall be passed by votes of two-thirds majority of the directors that
or more of the directors that are not connected. The aforementioned
are not connected. If the number matters that must be passed by
of non-connected directors attending two-thirds or more of the directors
the board meetings falls short shall be passed by votes of two-thirds
of three, such matters shall be or more of the directors that
submitted to the shareholders' are not connected. If the number
general meeting of the Company of non-connected directors attending
for approval. the board meetings falls short
of three, such matters shall be
submitted to the
shareholders' general meeting
of the
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Resolutions made by the board Company for approval.
of directors on the Company's
connected transactions shall come Resolutions made by the board
into effect only after they are of directors on the Company's
signed by the independent directors. 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
for in the laws, regulations and/or otherwise provided for in the
the relevant listing rules, the laws, regulations, other regulatory
board of directors shall, within documents and/or the relevant
the scope of authority as conferred requirements of regulatory authorities
by the shareholders' general meeting, of the jurisdictions where the
have the right to decide on an shares are listed and the relevant
investment (including risk investment) listing rules, the board of directors
or acquisition project. For any shall, within the scope of authority
major investment or acquisition as conferred by the shareholders'
project which is beyond the limits general meeting, have the right
of authority of the board of directors to decide on an investment (including
to examine and approve thereof, risk investment) or acquisition
the board of directors shall organize project. For any major investment
the relevant experts and professionals or acquisition project which is
to conduct an evaluation thereof beyond the limits of authority
and report the same to the shareholders' of the board of directors to examine
general meeting for approval. and approve thereof, the board
of directors shall organize the
relevant experts and professionals
to conduct an evaluation thereof
and report the same to the
shareholders' general meeting
for approval.
-----------------------------------------
Article 118 The board of directors Article 118 Article 109 The board
may establish the strategy and of directors may establish the
investment committee, the audit strategy and investment committee,
and risk management committee the audit and risk management
(the supervision committee), the committee (the supervision committee),
nomination and remuneration committee, the nomination committee, and
the aviation safety committee the remuneration and appraisal
and other special committees. committee, the aviation safety
The members' composition, duties committee and other special committees.
and responsibilities, and procedures The members' composition, duties
of each special committee of the and responsibilities, and procedures
board of directors are specifically of each special committee of the
determined according to the terms board of directors are specifically
of reference of each determined
according to the terms of reference
of each
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
special committee, which are drawn special committee, which are drawn
up by the board of directors. up by the board of directors.
--------------------------------------------
Article 123 A board of directors Article 123 Article 114 A board
meeting shall only be convened of directors meeting shall only
if a majority of the number of be convened if a majority of the
the board members are present number of the board members are
(including any directors appointed present (including any directors
pursuant to Article 120 of these appointed pursuant to Article
Articles of Association to attend 120 Article 115 of these Articles
the meeting as the representatives of Association to attend the meeting
of other directors). Each director as the representatives of other
has one vote. Any resolution requires directors). Each director has
the affirmative votes of more one vote. Any resolution requires
than half of all the board of the affirmative votes of more
directors in order to be passed. than half of all the board of
In the case of equal division directors in order to be passed.
of votes, the Chairman of the In the case of equal division
board of directors of votes, the Chairman of the
is entitled to a casting vote. board of directors
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
in person. Where a director is board of directors in person.
unable to attend a meeting for Where a director is unable to
any reason, he may by a written attend a meeting for any reason,
power of attorney appoint another he may by a written power of attorney
director to attend the board meeting appoint another director to attend
on his behalf. The power of attorney the board meeting on his behalf.
shall set out the names of the The power of attorney shall set
proxies, the matters to be dealt out the names of the proxies,
with by the agents, the scope the matters to be dealt with by
of the authorization and the effective the agents, the scope of the authorization
term thereof. The powers of attorney and the effective term thereof.
shall be signed or sealed by the The powers of attorney shall be
principals. signed or sealed by the principals.
A Director appointed as the representative A Director appointed as the representative
of another director to attend of another director to attend
the meeting shall exercise the the meeting shall exercise the
rights of a director within the rights of a director within the
scope of authority conferred by scope of authority conferred by
the appointing director. Where the appointing director. Where
a director is unable to attend a director is unable to attend
a meeting of the board of directors a meeting of the board of directors
and has not appointed a and has not appointed a
representative to attend the meeting representative to attend the meeting
on his on his
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
behalf, he shall be deemed to behalf, he shall be deemed to
have waived his right to vote have waived his right to vote
at the meeting. at the meeting.
Directors shall be deemed to be Directors shall be deemed to be
failed to carry out their duties failed to carry out their duties
if they fail to attend two consecutive if they fail to attend two consecutive
board meetings in person and to board meetings in person and to
appoint an alternate director appoint an alternate director
to attend board meetings on their to attend board meetings on their
behalf. The board of directors behalf. The board of directors
shall propose at the shareholders' shall propose at the shareholders'
general meeting for the removal general meeting for the removal
of such directors. of such directors.
Expenses incurred by a director Expenses incurred by a director
for attending a meeting of the for attending a meeting of the
board of directors shall be paid board of directors shall be paid
by the Company. These expenses by the Company. These expenses
include the costs of transportation include the costs of transportation
between the premises of the director between the premises of the director
and the venue of the meeting in and the venue of the meeting in
different cities and accommodation different cities and accommodation
expenses during the meeting. Rent expenses during the meeting. Rent
of the meeting place, local transportation of the meeting place, local transportation
costs and other reasonable out-of-pocket costs and other reasonable out-
expenses shall be paid by the of- pocket expenses shall be paid
Company. by the
Company.
--------------------------------------------
Article 125 The board of directors Article 125 Article 116 The board
may accept a written resolution of directors may accept a written
in lieu of a board meeting provided resolution in lieu of a board
that a draft of such written resolution meeting provided that a draft
shall be delivered to each director of such written resolution shall
in person, by mail, by telegram be delivered to each director
or by facsimile. If the board in person, by mail, by telegram
of directors has delivered such or ,by facsimile or by email.
proposed written resolution to If the board of directors has
all the directors and the directors delivered such proposed written
who signed and approved such resolution resolution to all the directors
have reached the required quorum, and the directors who signed and
and the same have been delivered approved such resolution have
to the secretary of the board reached the required quorum, and
of directors, then such resolution the same have been delivered to
shall the secretary of the board of
take effect as a resolution of directors, then such resolution
the board shall take
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
meeting, without having to hold effect as a resolution of the
a board meeting. board meeting, without having
to hold a board meeting.
-----------------------------------------
Article 127 Where a written resolution Article 127 Article 118 Where
is reached in the absence of the a written resolution is reached
statutory procedures but has been in the absence of the statutory
signed by the directors, even procedures but has been signed
if each director has expressed by the directors, even if each
his/her view in different ways, director has expressed his/her
such resolution of the board meeting view in different ways, such resolution
shall have no legal effect. of the board meeting shall have
no legal effect.
If a resolution of the meeting
of the board of directors violates If a resolution of the meeting
the laws, administrative regulations of the board of directors violates
or the Company's Articles of Association, the laws, administrative regulations,
the directors who participated other regulatory documents, or
in the passing of such resolution the Company's Articles of Association
shall be directly liable therefor. and resolutions of shareholders'
However, if it can be proven that general meetings , the directors
a director had expressly objected who participated in the passing
to the resolution when the resolution of such resolution shall be directly
was voted on, and that such objection liable therefor. However, if it
was recorded in the minutes of can be proven that a director
the meeting, such director may had expressly objected to the
be released from such liability. resolution when the resolution
A director who abstained from was voted on, and that such objection
voting or was absence from the was recorded in the minutes of
meeting without appointing a proxy the meeting, such director may
to attend on his or her behalf be released from such liability.
may not be released from such A director who abstained from
liability. A director who had voting or was absence from the
expressly objected to the resolution meeting without appointing a proxy
during discussion but had not to attend on his or her behalf
clearly vote against such motion may not be released from such
may not be released from such liability. A director who had
liability. expressly objected to the resolution
during discussion but had not
clearly vote against such motion
may not be released from such
liability.
-----------------------------------------
Article 129 A director may resign Article 129 Article 120 A director
prior to the expiration of his may resign prior to the expiration
term of office. If a director of his term of office. If a director
resigns from his office, he shall resigns from his office, he shall
submit a written report of his submit a written report of his
resignation to resignation to the board of directors.
the board of directors. Independent
directors
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
shall provide an explanation on Independent directors shall provide
the circumstances which are relevant an explanation on the circumstances
to his resignation and which in which are relevant to his resignation
his opinion are necessary to bring and which in his opinion are necessary
to the attention of the shareholders to bring to the attention of the
and creditors of the Company. shareholders and creditors of
the Company.
If the resignation of a director
will result in the board of directors If the resignation of a director
of the Company having less than will result in the board of directors
the statutory minimum number of of the Company having less than
directors, then such director's the statutory minimum number of
report of resignation shall only directors, then such director's
become effective after a new independent report of resignation shall only
director has been appointed to become effective after a new independent
fill the vacancy so caused by director has been appointed to
his resignation. The Company shall fill the vacancy so caused by
convene an ad hoc meeting or employee his resignation. The Company shall
representative meeting as soon convene an ad hoc meeting or employee
as possible to elect a director representative meeting as soon
to fill up the vacancy arising as possible to elect a director
from the resignation of the director. to fill up the vacancy arising
Before a decision is made at the from the resignation of the director.
shareholders' general meeting Before a decision is made at the
or the employee representative shareholders' general meeting
meeting regarding the election or the employee representative
of the director, the functions meeting regarding the election
and powers of the resigning director of the director, the functions
and the remaining board of director and powers of the resigning director
shall be restricted to a reasonable and the remaining board of director
extent. shall be restricted to a reasonable
extent.
If the resignation of an independent
director will result in the board If the resignation of an independent
of directors of the Company having director will result in the board
less than the minimum required of directors of the Company or
proportion of independent directors its special committees having
as required by the relevant regulatory less than the minimum required
authority, then such independent proportion of independent directors
director's report of resignation as required by the relevant regulatory
shall only become effective after authority laws and regulations
a new independent director has or the Articles of Association
been appointed to fill the vacancy o r resul t i n lac k o f accounting
so professionals among the independent
caused by his resignation.
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Other than conditions aforementioned, directors , then such independent
the resignation of director shall director's report of resignation
be effective upon the delivery shall only become effective after
of its resignation report to the a new independent director has
board of directors. been appointed to fill the vacancy
so caused by his resignation.
Other than conditions aforementioned,
the resignation of director shall
be effective upon the delivery
of its resignation report
to the board of directors.
---------------------------------------
C H A P T E R 1 2 : I N D E P C H A P T E R 1 2 C H A P T E
E N D E N T DIRECTORS R 1 1 : INDEPENT DIRECTORS
---------------------------------------
Article 130 Candidates for the Article 130 Article 121 Candidates
independent directors shall be for the independent directors
nominated by the board of directors, shall be nominated by the board
supervisory committee or shareholder(s) of directors, supervisory committee
holding, whether alone or together, or shareholder(s) holding, whether
one percent (1%) or more of the alone or together, one percent
total amount of voting shares (1%) or more of the total amount
in the Company and elected at of voting shares in the Company
shareholders' general meeting. and elected at shareholders' general
meeting. The investor protection
(1) The nominator of a candidate institution establishe d according
for the independent directors to laws may publicly request the
shall seek the consent of such shareholders to entrust it to
candidate prior to nomination exercise the right to nominate
and shall have a full understanding independent directors on their
towards the profession, education, behalf.
job position, detailed working
experience and all other positions (1) The nominator of a candidate
held concurrently as well as preparing for the independent directors
written materials containing the shall seek the consent of such
said information to the Company. candidate prior to nomination
Candidates shall undertake to and shall have a full understanding
the Company in writing that they towards the profession, education,
have agreed to accept the nomination job position, detailed working
and that all disclosed information experience and all other positions
relating to them are true and held concurrently, and whether
complete and shall guarantee that there is any gross dishonesty
they will or other adverse records as well
conscientiously perform the director's as preparing written materials
containing the said information
to the
---------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
responsibilities when elected. Company. Candidates shall undertake
to the Company in writing that
they have agreed to accept the
nomination and that all disclosed
information relating to them are
true and complete and shall guarantee
that they will conscientiously
perform the director's responsibilities
when elected.
(2) The nominator shall provide
his opinion in connection with
the qualification and independency
of such nominees for acting as
an independent director. If the
applicable law s, regulations
, other regulatory documents and/or
the relevant listing rules contain
the relevant provisions, the nominee
shall make a public statement
in accordance with such provisions
that there does not exist any
relationship between himself and
the Company which may influence
his independent objective judgement.
(3) If the nomination of a candidate
for the independent directors
is taken place before the board
meeting of the Company is convened
and if the applicable law s, regulations,
other regulatory documents and/or
the relevant listing rules contain
the relevant provisions, the written
materials concerning the nominee
set out in sub- paragraphs (1)
and (2) of this Article shall
be publicly announced together
with the resolutions of the board
meeting in accordance with such
provisions.
(4) If a shareholder holding,
alone or together, more than 3%
of the voting right
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(2) The nominator shall provide of the Company or the supervisory
his opinion in connection with committee proposes an ex tempore
the qualification and independency motion on the election of non-
of such nominees for acting as independent directors, the written
an independent director. If the notice specifying the intention
applicable law, regulations and/or to propose a person for election
the relevant listing rules contain as a director and the willingness
the relevant provisions, the nominee of the nominee to accept nomination
shall make a public statement together with the written materials
in accordance with such provisions and undertakings containing such
that there does not exist any particulars of the nominee as
relationship between himself and set out in sub- paragraphs (1)
the Company which may influence and (2) of this Article shall
his independent objective judgement. be despatched to the Company within
ten (10) days prior to the shareholders'
(3) If the nomination of a candidate general meeting.
for the independent directors
is taken place before the board (5) Before a general meeting of
meeting of the Company is convened shareholders is convened to elect
and if the applicable law, regulations independent directors, if the
and/or the relevant listing rules applicable laws , regulations,
contain the relevant provisions, other regulatory documents and/or
the written materials concerning the relevant listing rules contain
the nominee set out in sub- paragraphs the relevant provisions, the Company
(1) and (2) of this Article shall shall in accordance with such
be publicly announced together provisions submit relevant materials
with the resolutions of the board regarding all nominees to the
meeting in accordance with such authority in charge of securities
provisions. of the State Council and/ or its
local residence office and the
(4) If a shareholder holding, stock exchanges on which the Company's
alone or together, more than 3% shares are listed. If the board
of the voting right of the Company of directors of the Company objects
or the supervisory committee proposes to the qualifications of the nominees,
an ex tempore motion on the election a written opinion of the board
of non- independent directors, of directors in connection therewith
the written notice specifying shall also be submitted at the
the intention to propose a person same time. If the authority in
for election as a director and charge of securities of the State
the willingness of the nominee Council has an objection to a
to accept nomination together nominee, such nominee shall not
with the written materials and qualified to be a candidate for
undertakings containing such election as an independent director.
particulars of the nominee as When convening a shareholders'
set out in sub- general meeting to
elect independent directors, the
board of
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
paragraphs (1) and (2) of this directors of the Company shall
Article shall be despatched to explain whether or not the authority
the Company within ten (10) days in charge of securities of the
prior to the shareholders' general State Council had any objection
meeting. to any of the candidates for independent
directors.
(5) Before a general meeting of
shareholders is convened to elect
independent directors, if the
applicable law, regulations and/or
the relevant listing rules contain
the relevant provisions, the Company
shall in accordance with such
provisions submit relevant materials
regarding all nominees to the
authority in charge of securities
of the State Council and/or its
local residence office and the
stock exchanges on which the Company's
shares are listed. If the board
of directors of the Company objects
to the qualifications of the nominees,
a written opinion of the board
of directors in connection therewith
shall also be submitted at the
same time. If the authority in
charge of securities of the State
Council has an objection to a
nominee, such nominee shall not
qualified to be a candidate for
election as an independent director.
When convening a shareholders'
general meeting to elect independent
directors, the board of directors
of the Company shall explain whether
or not the authority in charge
of securities of the State Council
had any objection to any of the
candidates
for independent directors.
------------------------------------------
Article 131 A person acting as Article 131 Article 122 A person
an independent director shall acting as an independent director
fulfil the following basic requirements: shall fulfil the following basic
requirements:
(1) he or she shall possess the
qualifications (1) he or she shall possess the
qualifications
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
to act as the director of the to act as the director of the
Company in accordance the relevant Company in accordance the relevant
laws, administrative regulations requirements of laws, administrative
and other relevant regulations; regulations and other relevant
regulations regulatory documents;
(2) he or she conforms with independence
required by the relevant laws, (2) he or she conforms with independence
administrative regulations, department required by the relevant laws,
rules and regulations and the administrative regulations, department
listing rules; rules and regulations other regulatory
documents and the listing rules;
(3) he or she possesses the basic
knowledge of operation of a listed (3) he or she possesses the basic
company and is familiar with relevant knowledge of operation of a listed
laws and administrative regulations company and is familiar with relevant
as well as rules and regulations laws and administrative regulations
(including but not limited to as well as rules and regulations
the accounting principles); (including but not limited to
the accounting principles);
(4) he or she shall have not less
than 5 years experience in law, (4) he or she shall have not less
economics or other working experience than 5 years experience in law,
necessary for performing duties accounting, economics or other
of an independent director; working experience necessary for
performing duties of an independent
(5) he or she shall fulfil other director;
conditions as provided for in
these Articles of Association. (5) he or she shall have good
character traits and shall not
have any gross dishonesty or other
adverse records;
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(6) he or she shall fulfil other
conditions as provided for in
these Articles of Association.
--------------------------------------
Article 132 Independent directors Article 132 Article 123 Independent
shall have independence. Unless directors shall have independence.
otherwise required by the relevant Unless otherwise required by the
laws, administrative regulations relevant laws, administrative
and/or the relevant listing rules, regulations, other regulatory
none of the following persons documents and/or the relevant
shall act as independent directors: listing rules, none of the following
persons shall act as independent
(1) persons working in the Company directors:
or its subsidiaries, as well as
their direct family members or (1) persons working in the Company
major social relations (in which or its subsidiaries, as well as
direct family members refer to their direct family members or
their spouses, parents and children major social relations (in which
etc.; and major social relations direct family members refer to
refer to siblings, parents-in-law, their spouses, parents and children
sons or daughters-in-law, spouses etc.; and major social relations
of their siblings and siblings refer to siblings, parents-in-law,
of their spouses etc.); sons or daughters-in-law, spouses
of their siblings and siblings
(2) natural person shareholders of their spouses etc.);
as well as their direct family
members who directly or indirectly (2) natural person shareholders
hold not less than one percent as well as their direct family
(1%) of the issued shares of the members who directly or indirectly
Company or who are ranked as the hold not less than one percent
top ten shareholders of the Company; (1%) of the issued shares of the
Company or who are ranked as the
(3) persons as well as their direct top ten shareholders of the Company;
family members who work in entities
which are such shareholders of (3) persons as well as their direct
the Company directly or indirectly family members who work in entities
holding not less than five percent which are such shareholders of
(5%) of the shares of the Company the Company directly or indirectly
in issue or which are ranked as holding not less than five percent
the top five shareholders of the (5%) of the shares of the Company
Company; in issue or which are ranked as
the top five shareholders of the
(4) persons who have satisfied Company;
the conditions stated in the above
three subparagraphs within the (4) persons who have satisfied
most recent year; the conditions stated in the above
three subparagraphs
--------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(5) persons who provide financial, within the most recent year; persons
legal and consultation services as well as their direct family
and otherwise to the Company or members who work in the subsidiary
its subsidiaries; of the Company's controllin g
shareholder and actual controller;
(6) persons who are determined
by the authority in charge of (5) persons who provide financial,
securities to be unqualified to legal and consultation services
act as independent directors. and otherwise to the Company or
its subsidiaries; persons who
have material business transactions
with th e Company and its controlling
shareholders, actual controllers
or their respective subsidiaries,
or persons who hold positions
in such entities and their controllin
g 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
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
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 independenc e of the independent
directors in office and issue
special opinions every year, which
shall be
disclosed together with the annual
report.
--------------------------------------------
Article 133 If an independent Article 133 Article 124 If an
director fails to attend three independent director fails to
consecutive board meetings in attend three two consecutive board
person, the board of directors meetings in person and to appoint
shall propose at the shareholders' other independent directors to
general meeting that such independent attend on his/her behalf , the
director should be removed. Except board of directors shall propose
for circumstances described above, at the shareholders' general meeting
the circumstances as provided that such independent director
for in the third paragraph of should be removed. Except for
Article 124 of these Articles circumstances described above,
of Association and those set out the circumstances as provided
in the Company Law that a person for in the third paragraph of
is unqualified to act as a director, Article 124 of these Articles
an independent director shall of Association and those set out
not be removed without cause from in the Company Law that a person
his office before the expiration is unqualified to act as a director,
of his term of office. Where an an independent director shall
independent director is removed not be removed
from office without cause from his office
before the
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
prior to the expiration of his/her expiration of his term of office.
term of office, the Company shall Where an independent director
make special disclosure in relation is removed from office prior to
thereto. The removed independent the expiration of his/her term
director may make a public statement of office by the Company through
if he believes that he has been statutory procedures , the Company
improperly removed from his office. shall make special disclosure
in relation thereto . The removed
independent director may make
a public statement if he believes
that he has been
improperly removed from his office.
-------------------------------------------
Article 125 Independent directors
shall perform the following duties:
(1) to participate in the decision-making
of the board of directors and
express clear opinions on the
matters discussed;
(2) to supervise the potential
material conflicts of interest
between the Company and its controlling
shareholders, actual controllers,
directors and senior officers
in accordance with the relevant
provisions of the Measures for
the Administration of Independen
t 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 right s and interests
of minority shareholders;
(3) to provide professional and
objective suggestion s on the
operation and developmen t of
the Company, and promote the improvement
of the decision-
making level of the board of
directors;
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(4) other duties as stipulated
by laws, regulations and the Articles
of Association.
------------------------------------------
Article 134 Apart from such powers Article 134 Article 126 Apart
as conferred on a director under from such powers as conferred
the Company Law and other relevant on a director under the Company
laws and regulations and the Articles Law and other relevant laws, and
of Association, an independent regulations, other regulatory
director shall also have the following documents and the Articles of
special functions and powers: Association, an independent director
shall also have the following
(1) with respect to the material special functions and powers:
connected transactions (as determined
based on the standards promulgated (1) with respect to the material
from time to time by the competent connected transactions (as determined
regulatory departments) and the based on the standards promulgated
appointment or removal of an accounting from time to time by the competent
firm that are subject to be considered regulatory departments) and the
at a shareholders' general meeting appointment or removal of an accounting
in accordance with the laws, regulations firm that are subject to be considered
and/or the relevant listing rules, at a shareholders' general meeting
if the applicable law, regulations in accordance with the laws, regulations
and/or relevant listing rules and/or the relevant listing rules,
contain the relevant provisions, if the applicable law, regulations
the transactions and appointment and/or relevant listing rules
and removal set out above shall contain the relevant provisions,
be endorsed by not less than one- the transactions and appointment
half (1/2) of the independent and removal set out above shall
directors before submitting to be endorsed by not less than one-
the board of directors for discussion. half (1/2) of the independent
None of the resolution reached directors before submitting to
by the board of directors with the board of directors for discussion.
respect to the connected transactions None of the resolution reached
entered into by the Company shall by the board of directors with
become effective unless such resolution respect to the connected transactions
is signed by the independent directors. entered into by the Company shall
Prior to making a judgment, the become effective unless such resolution
independent directors may appoint is signed by the independent directors.
an intermediary to issue an independent Prior to making a judgment, the
financial adviser's report as independent directors may appoint
a basis of their judgment; (2) an intermediary to issue an independent
He or she may give recommendations financial adviser's report as
to the board of a basis of their judgment. to
directors as to the engagement, independently
or engage an intermediary to audit,
consult
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
termination of the engagement, on or verify specific matters
of an accounting firm; (3) He of the Company;
or she may propose to the board
of directors to convene an extraordinary (2) He or she may give recommendations
general meeting; (4) He or she to the board of directors as to
may propose to convene a board the engagement, or termination
meeting; (5) He or she may engage of the engagement, of an accounting
external auditors or advisers firm; to propose to the board
independently; (6) He or she may of directors to convene an extraordinary
solicit votes from shareholders general meeting;
prior to the shareholders' general
meeting; (7) He or she may directly (3) He or she may propose to the
report the relevant issues to board of directors to convene
the shareholders' general meeting, an extraordinary general meeting;
the authority in charge of securities (4) He or she may to propose to
of the State Council and other convene a board meeting;
relevant departments.
(4) to publicly solicit shareholders'
An independent director shall rights from shareholders according
obtain the consent from not less to laws;
than one-half (1/2) of all independent
directors for exercising their (5) He or she may engage external
functions and powers in the case auditors
of exercising his/her functions or advisers independently; to
as described in sub-paragraphs express independent opinions on
(2), (3), (4), (6) and (7) of matters that may damage the rights
this Article set out above, and and interests of the Company or
the unanimous consent from all minority shareholders;
independent directors in the case
of exercising his/her functions (6) He or she may solicit votes
as described in sub- paragraph from shareholders prior to the
(5) of this Article as set out shareholders' general meeting;
above. other functions and powers as
stipulated by laws, regulations
and the Articles of Association.
(7) He or she may directly report
the relevant issues to the shareholders'
general meeting, the authority
in charge of securities of the
Stat e Counci l an d othe r relevant
departments.
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
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 canno t be
normally exercised, the Company
shall disclose the specific
circumstances and reasons.
----------------------------------------
Article 135 Apart from the duties Article 135 Article 127 Apart
set forth above, independent directors from the duties set forth above,
shall also express their independent independent directors shall also
opinion on the following major express their independent opinion
matters to the board of directors on the following major matters
or at a shareholders' general to the board of directors or at
meeting: a shareholders' general
meeting:
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(1) nomination or removal of directors; (1) nomination or removal of directors;
(2) appointment or removal of (2) appointment or removal of
senior officers; senior 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 and interests of minority rights 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 de facto controlling person or
their affiliates; their affiliates;
(6) profit distribution plan proposed (6) profit distribution plan proposed
to the board of directors of the to the board of directors of the
Company for their review and consideration; Company for their review and consideration;
(7) failure of the board of directors (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 (8) other matters provided for
by the applicable laws and regulations, by the applicabl e 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 Independent directors shall give
one of the following opinions one of the following opinions
in relation to the above matters: in relation to the above matters:
agree; qualified opinion and reasons agree; qualified opinion and reasons
therefore; oppose and reasons therefore; oppose and reasons
therefore; unable to form an opinion therefore; unabl e to form an
and the impediments to doing so. opinion and the impediments to
doing so. The following
matters shall be submitted to
the board
---------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
of directors for consideration
after being approved by more than
half of all independent directors:
(1) connected transactions that
should be disclosed;
(2) changes in or waivers of
commitments by the Company and
related parties;
(3) the decisions made and measures
taken by the board of directors
of the acquired compan y in connection
with the acquisition;
(4) other matters as stipulated
by laws, regulations and the Articles
of Association.
----------------------------------------
Article 128 The independent directors
shall hold special meetings on
a regular or irregular basis,
and the matters as described in
sub-paragraphs (1) to (3) of paragraph
1 of Article 126 and Article 127
of these Articles of Association
shall be considere d a t specia
l meeting s of independent directors.
The special meeting of independent
directors may study and discuss
other matters of the Company as
required.
The special meeting of independent
directors shall be convened and
presided over by an independent
director jointly recommended by
more than half of the independent
directors; if the convener
does not perform his duties or
is unable
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
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 shall be a natural person who
requisite professional knowledge has the requisite professional
and experience, and shall be appointed knowledge and experience, and
by the board of directors. shall be appointed by the board
of directors.
The main tasks and duties of the
secretary of the board of directors The main tasks and duties of the
include: secretary of the board of directors
include:
...
...
(10) other duties as stipulated
by laws, administrative regulations, (10) other duties as stipulated
rules and the listing rules of by laws, administrative regulations,
the jurisdictions in which the rules and the listing rules of
shares of the Company are listed the jurisdictions in which the
and other regulatory documents shares of the Company are listed
and the Articles of Association. and othe r regulator y document
s , other regulatory documents
(including the listin g rules
) and the Articles of
Association.
-----------------------------------------
CHAPTER 14: PRESIDENT CHAPTER 14 CHAPTER 13 : PRESIDENT
-----------------------------------------
Article 145 In performing their Article 145 Article 138 In performing
duties and powers, the president, their duties and powers, the president,
vice presidents, chief accountant, vice presidents, chief accountant,
chief pilot, general legal counsel chief pilot, general legal counsel
and other senior officers shall and other senior officers shall
act honestly and diligently in act honestly and diligently in
accordance with laws,
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
administrative regulations and accordance with laws, administrative
the Articles of Association. regulations, other regulatory
documents
and the Articles of Association.
---------------------------------------------
C H A P T E R 1 5 : S U P E R C H A P T E R 1 5 C H A P T E
V I S O R Y COMMITTEE R 1 4 : SUPERVISORY COMMITTEE
---------------------------------------------
Article 147 The supervisory committee Article 147 Article 140 The supervisory
shall compose of five (5) supervisors. committee shall compose of five
The number of outside supervisor (5) supervisors. The number of
(hereinafter meaning supervisors outside supervisor (hereinafter
who do not hold office in the meaning supervisors who do not
Company) shall account for one hold office in the Company) shall
half or more of the total number account for one half or more of
of supervisory committee members. the total number of supervisory
The number of supervisors representing committee members. The number
employees shall not be less than of supervisors representing employees
one-third (1/3) of the total number shall not be less than one-third
of supervisors. The supervisory (1/3) of the total number of supervisors.
committee shall have one (1) chairman. The supervisory committee shall
Each supervisor shall serve for have one (1) chairman who shall
a term of 3 years, which term be elected by more than half of
is renewable upon reelection and the number of supervisors . Each
re- appointment. supervisor shall serve for a term
of 3 years, which term is renewable
The election or removal of the upon reelection and re-appointment.
chairman of the supervisory committee
shall be determined by the affirmative The election or removal of the
votes of two- thirds or more of chairman of th e supervisory committee
the members of the supervisory shall be determined by the affirmative
committee. votes of two- thirds or more of
the members of the supervisory
The chairman of the supervisory committee.
committee shall organise the implementation
of the duties of the supervisory The chairman of the supervisory
committee. 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 shallbe adopted
the resolution to elect supervisors for voting the resolution to elect
(excluding supervisors acted by supervisors (excluding supervisors
staff representatives) at the acted by staff
---------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
shareholders' general meeting representatives) at the shareholders'
of the Company. Namely, for the general meeting of the Company.
election of more than two supervisors Namely, for the election of more
at the shareholders' general meeting, than two supervisors at the shareholders'
each share held by the shareholders general meeting, each share held
participating in the voting shall by the shareholders participating
carry the voting right equal to in the voting shall carry the
the total number of supervisors voting right equal to the total
to be elected. The shareholders number of supervisors to be elected.
can either cast all the votes The shareholders can either cast
to elect one person or cast the all the votes to elect one person
votes to elect or cast the votes to elect
several persons. several persons.
---------------------------------------------
Article 156 Resolutions of the Article 156 Article 149 Resolutions
supervisory committee shall be of the supervisory committee shall
passed by the affirmative vote be passed by more than half of
of two-thirds or more of all of the number of supervisors the
its members. affirmative vote of two- thirds
or more of all of its members
.
---------------------------------------------
CHAPTER 16: THE QUALIFICATIONS CHAPTE R 1 6 CHAPTE R 15 : THE
AND DUTIES OF THE DIRECTORS, SUPERVISORS, QUALIFICATIONS AND DUTIES OF THE
PRESIDENT, VICE PRESIDENTS AND D I R E C T O R S , S U P E R
OTHER SENIOR OFFICERS OF THE COMPANY V I S O R S , PRESIDENT, VICE
PRESIDENTS AND OTHER SENIOR OFFICERS
OF THE
COMPANY
---------------------------------------------
Article 162 The validity of an Article 162 The validity of an
act carried out by a director, act carried out by a director,
the president, vice presidents, the president, vice presidents,
financial controller or other financial controller or other
senior officers of the Company 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 a bona fide third party, shall
not be affected by any irregularity not be affected by any irregularity
in his office, in his office,
election or any defect in his election or any defect in his
qualification. qualification.
---------------------------------------------
Article 163 In addition to the Article 163 In addition to the
obligations imposed by laws, administrative obligations imposed by laws, administrative
regulations or the listing rules regulations or the listing rules
of the stock exchange on which of the stock exchange on which
shares of the Company are listed, shares of the Company are listed,
each of the Company's directors, each of the Company's directors,
supervisors, president, vice presidents supervisors, president, vice presidents
and other senior and other senior
officers owes a duty to each shareholder, officers owes a duty to each shareholder,
in in
---------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
the exercise of the functions the exercise of the functions
and powers entrusted to him by and powers entrusted to him by
the Company: the Company:
(1) not to cause the Company to (1) not to cause the Company to
exceed the scope of business stipulated exceed the scope of business stipulated
in its business licence; in its business licence;
(2) to act honestly and in the (2) to act honestly and in the
best interests of the Company; best interests of the Company;
(3) not to deprive the Company (3) not to deprive the Company
of its assets property in any of its assets property in any
way, including (but not limited way, including (but not limited
to) any opportunities which benefit to) any opportunities which benefit
the Company; the Company;
(4) not to deprive shareholders (4) not to deprive shareholders
of the individual rights of, including of the individual rights of, including
(but not limited to) rights to (but not limited to) rights to
distribution and voting rights, distribution and voting rights,
save and except pursuant to a save and except pursuant to a
restructuring of the Company which restructuring of the Company which
has been submitted to the shareholders has been submitted to the shareholders
for approval in accordance with for approval in accordance with
the Articles of the Articles of
Association. 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 owes a duty, in the exercise officers owes a duty, in the exercise
of his powers or in the discharge of his powers or in the discharge
of his duties, to exercise the of his duties, to exercise the
care, diligence and skill that care, diligence and skill that
a reasonably prudent person would a reasonably prudent person would
exercise in comparable circumstances, exercise in comparable circumstances,
including but not limited to compliance including but not limited to compliance
with the standards of the professional with the standards of the professional
ethics and code of conduct formulated ethics and code of conduct formulated
by the by the
Company. Company.
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 165 Each of the Company's Article 165 Article 155 The directors
directors, supervisors, president, of the Company shall comply with
vice presidents and other senior the laws, administrative regulations
officers shall exercise his powers and these Articles of Association,
or perform his duties in accordance and shall have the following loyalty
with the fiduciary principle; obligations to the Company:
and shall not put himself in a
position where his duty and his (1) not to take advantage of
interest may conflict. This principle his authority to accept bribes
includes (without limitation) or other illegal income, and not
discharging the following obligations: to misappropriate the property
of the Company;
(1) to act honestly in the best
interests of the Company; (2) not to misappropriate the
funds of the Company;
(2) to act within the scope of
his powers and not to exceed such (3) not to open an account in
powers; his own name or in the name of
any other individual to deposit
(3) to exercise the discretion the assets or funds of the Company;
vested in him personally and not
to allow himself to act under (4) not to lend the Company's
the control of another and, unless funds to others or provide guarantees
and to the extent permitted by for others with the Company's
laws, administrative regulations property in violation of the provisions
or with the informed consent of of these Articles of Association
shareholders given in a general and without the consent of the
meeting, not to delegate the exercise shareholders' general meetings
of his discretion; or the board of directors;
(4) to treat shareholders of the (5) not to enter into contracts
same class equally and to treat or conduct transactions with the
shareholders of different classes Company in violation of the provisions
fairly; of these Articles of Association
or without the consent of the
(5) unless otherwise provided shareholders' general meeting;
for in the Articles of Association
or except with the informed consent (6) without the consent of the
of the shareholders given in a shareholders' general meeting,
general meeting, not to enter not to
into any contract, transaction
or arrangement with the Company;
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(6) not to use the Company's property take advantage of his authority
for his own benefit, without the to seek for himself or others
informed consent of the shareholders business opportunities that should
given in a general meeting; belong to the Company, or to engage
in business of the same kind as
(7) not to exploit his position that of the Company for himself
to accept bribes or other illegal or others;
income or misappropriate the Company's
property in any way, including (7) not to accept commissions
(but not limited to) opportunities from transactions with the Company
which benefit the Company; for his own benefit;
(8) not to accept commissions (8) not to disclose the secrets
in connection with the Company's of the Company without authorization;
transactions, without the informed
consent of the shareholders given (9) not to damage the interests
in a general meeting; of the Company by taking advantage
of its connected relationship;
(9) to comply with the Company's
Articles of Association, to perform (10) other loyalty obligations
his official duties faithfully, stipulated by laws , administrativ
to protect the Company's interests e regulations, departmental rules
and not to exploit his position and these Articles of Association.
and power in the Company to advance
his own interests; The income obtained by a director
in violation of the provisions
(10) not to compete with the Company of this Article shall belong to
in any way, save with the informed the Company; If any loss is caused
consent of the shareholders given to the Company, he/she shall be
in a general meeting; liable for compensation. Each
of the Company's directors, supervisors,
(11) not to misappropriate the president, vice presidents and
Company's funds, not to use the other senior officers shall exercise
Company's assets to set up deposit his powers or perform his duties
accounts in his own name or in in accordance with the fiduciary
any other name, and not to lend principle; and shall not put himself
the funds of the Company to other in a position where his duty and
party or to use the assets of his interest may conflict. This
the Company to guarantee the debts principle includes (without limitation)
of a third party unless with the discharging the following obligations:
full knowledge and consent of
the shareholders given at a shareholders'
general meetings or
of the board of directors;
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(12) not to release any confidential (1) to act honestly in the best
information which he has obtained interests of the Company;
during his term of office, without
the informed consent of the shareholders (2) to act within the scope of
in a general meeting; nor shall his powers and not to exceed such
he use such information otherwise powers;
than for the Company's benefit,
save that disclosure of such information (3) to exercise the discretion
to the court or other governmental vested in him personally and not
authorities is permitted if: to allow himself to act under
the control of another and, unless
(i) disclosure is required by and to the extent permitted by
the law; laws, administrative regulations
or with the informed consent of
(ii) in the public interests; shareholders given in a general
meeting, not to delegate the exercise
(iii) in the interests of the of his discretion;
relevant director, supervisor,
president, vice presidents or (4) to treat shareholders of the
other senior officer. same class equally and to treat
shareholders of different classes
Gains derived by the directors, fairly;
the president, the vice president
and other senior management personnel (5) unless otherwise provided
in violation of this Article shall for in the Articles of Association
be vested in the Company. The or except with the informed consent
said officers shall be liable of the shareholders given in a
for damages should their actions general meeting, not to enter
cause losses to the Company. into any contract, transaction
or arrangement with the Company;
(6) not to use the Company's property
for his own benefit, without the
informed consent of the shareholders
given in a general meeting;
(7) not to exploit his position
to accept bribe s or other illegal
income or misappropriate the Company's
property in any way, including
(but not limited to)
opportunities which benefit the
Company;
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(8) not to accept commissions
in connection with the Company's
transactions, without the informed
consent of the shareholders given
in a general meeting;
(9) to comply with the Company's
Articles of Association, to perform
his official duties faithfully,
to protect the Company's interests
and not to exploit his position
and power in the Company to advance
his own interests;
(10) not to compete with the Company
in any way, save with the informed
consent of the shareholders given
in a general meeting;
(11) not to misappropriate the
Company's funds, not to use the
Company's assets to set up deposit
accounts in his own name or in
any other name, and not to lend
the funds of the Company to other
party or to use the assets of
the Company to guarantee the debts
of a third party unless with the
full knowledge and consent of
the shareholders given at a shareholders'
general meetings or of the board
of directors;
(12) not to release any confidential
information which he has obtained
during his term of office, without
the informed consent of the shareholders
in a general meeting; nor shall
he use such information otherwise
than for the Company's benefit,
save that disclosure of such information
to the court or other governmental
authorities is
permitted if:
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(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, th e 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 th e 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;
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(4) to sign a written confirmation
opinion on the periodic report
of the Company. Ensure that the
information disclosed by the Company
is true, accurate and complete;
(5) to provide the board of supervisors
with relevant information and
materials truthfully, and not
to hinder the board of supervisors
or supervisors from exercising
their powers;
(6) other diligence obligations
stipulated by laws, administrative
regulations, departmental rules
and these Articles of
Association.
-----------------------------------------
Article 157 Directors shall be
deemed to be failed to carry out
their duties if they fail to attend
two consecutive board meetings
in person and to appoint other
directors to attend board meetings
on their behalf. The board of
directors shall propose at the
shareholders' general meeting
for the
removal of such directors.
-----------------------------------------
Article 158 The provisions in
Article 155 on the loyalty obligation
of directors and in sub- paragraphs
(4), (5) and (6) of Article 156
on the diligence obligation
shall also apply to senior officers.
-----------------------------------------
Article 159 Supervisors shall
abide by laws, administrative
regulations and these Articles
of Association, and shall have
the obligations of loyalty and
diligence to the Company. Supervisors
shall neither accept bribes or
other illegal income by taking
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
advantage of their authority,
nor shall they misappropriate
the property of the
Company.
--------------------------------------------
Article 166 Should the directors, Article 166 Article 160 Should
the supervisors, the president, the directors, the supervisors,
the vice president and other senior the president, the vice president
management personnel be requested and other senior management personne
to attend a shareholders' general l be requested to attend a shareholders'
meeting as non-voting attendees, general meeting as non-voting
such directors, supervisors, president, attendees, such directors, supervisors,
vice president and other senior All directors, supervisors and
management personnel shall attend the secretary of the board of
the same as non-voting attendees directors of the Company shall
and provide response and explanations attend the shareholders' general
to the interrogations and suggestion meeting when the meeting is convened,
raised by the shareholders. and president, vice president
and other senior management personnel
Directors, supervisors, presidents, shall attend the same as non-
vice presidents and other senior voting attendees and provide response
management personnel shall inform and explanations to the interrogations
the supervisory committee of the and suggestion raised by the shareholders.
relevant status and provide the
same with the relevant information Directors, supervisors, presidents,
in accordance with the facts and vice presidents and other senior
shall not preclude the supervisory management personnel shall inform
committee from exercising its the supervisory committee of the
functions and powers. relevant status and provide the
same with the relevant information
in accordance with the facts and
shall not preclude the supervisory
committee from exercising its
functions and
powers.
--------------------------------------------
Article 167 Each director, supervisor, Article 167 Each director, supervisor,
president, vice presidents and president, vice presidents and
other senior officer of the Company other senior officer of the Company
shall not direct the following shall not direct the following
persons or institutions ("associates") persons or institutions ("associates")
to act in a manner which he to act in a manner which he
is prohibited from so acting: is prohibited from so acting:
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(1) the spouse or minor child (1) the spouse or minor child
of the director, supervisor, president, of the director, supervisor, president,
vice presidents or other senior vice presidents or other senior
officer; officer;
(2) the trustee of the director, (2) the trustee of the director,
supervisor, president, vice presidents supervisor, president, vice presidents
or other senior officer or of or other senior officer or of
any person described in sub- paragraph any person described 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 or other senior officer or any
person referred to in sub- paragraphs person referred to in sub- paragraphs
(1) and (2) of this Article; (1) 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 or other senior officer, whether
alone or jointly with any person alone or jointly with any person
referred to in sub- paragraphs referred to in sub- paragraphs
(l), (2) and (3) of this Article (l), (2) and (3) of this Article
and other directors, supervisors, and other directors, supervisors,
president and other senior officers, president and other senior officers,
has de facto controlling interest; has de facto controlling interest;
(5) the directors, supervisors, (5) the directors, supervisors,
president, vice presidents and president, vice presidents and
other senior officers of a company other senior officers of a company
which is being controlled in the which is being controlled in the
manner set out in sub- paragraph manner set out in sub- paragraph
(4) above. (4) above.
-----------------------------------------
Article 170 Subject to Article Article 170 Subject to Article
59 hereof, a director, supervisor, 59 hereof, a director, supervisor,
president, vice president or other president, vice president or other
senior officer of the Company senior officer of the Company
may be relieved of liability for may be relieved of liability for
specific breaches of his duty specific breaches of his duty
with the informed consent of the with the informed consent of the
shareholders given at a general shareholders given at a general
meeting. meeting.
-----------------------------------------
Article 171 Where a director, Article 171 Article 163 Where
supervisor, a director,
president, vice president or other supervisor, president, vice president
senior officer of the Company or other senior officer of the
is in any way, Company is in any way,
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
directly or indirectly, materially directly or indirectly, materially
interested in a contract, transaction interested in a contract, transaction
or arrangement or proposed contract, or arrangement or propose d contract,
transaction or arrangement with transaction or arrangement with
the Company, (other than his contract the Company, (other than his contract
of service with the Company), of service with the Company),
he shall declare the nature and he shall declare the nature and
extent of his interests to the extent of his interests to the
board of directors at the earliest board of directors at the earliest
opportunity, whether or not the opportunity, whether or not the
contract, transaction or arrangement contract, transaction or arrangement
or proposal therefore is otherwise or proposal therefore is otherwise
subject to the approval of the subject to the approval of the
board of directors. board of directors.
Subject to the exceptions provided Subject to the exceptions provided
by these Articles of Association, by these Articles of Association,
a director shall not vote at the a director shall not vote at the
relevant meeting of the board relevant meeting of the board
of directors in respect of any of directors in respect of any
contract, transaction or arrangement contract, transaction or arrangement
in which he, or his connected in which he, or his connected
persons (as defined in the applicable persons (as defined in the applicable
listing rules as amended from listing rules as amended from
time to time), are materially time to time), are materially
interested and he shall not be interested and he shall not be
counted as part of the quorum counted as part of the quorum
of such meeting. of such meeting.
Unless an interested director, Unless an interested director,
supervisor, president, vice president supervisor, president, vice president
or other senior officer discloses or other senior officer discloses
his interests in accordance with his interests in accordance with
the first sub-paragraph of this the first sub-paragraph of this
Article and he is not counted Article and he is not counted
as part of the quorum and refrains as part of the quorum and refrains
from voting, such transaction from voting, such transaction
is voidable at the instance of is voidable at the instance of
the Company except as against the Company except as against
a bona fide party thereto who a bona fide party thereto who
does not have notice of the breach does not have notice of the breach
of duty by the interested director, of duty by the interested director,
supervisor, president, vice president supervisor, president, vice president
or other senior or other senior
officer. officer.
---------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
A director, supervisor, president, A director, supervisor, president,
vice president or other senior vice president or other senior
officer of the Company is deemed officer of the Company is deemed
to be interested in a contract, to be interested in a contract,
transaction or arrangement in transaction or arrangement in
which which
his associate is interested. his associate is interested.
---------------------------------------
Article 172 Where a director, Article 172 Where a director,
supervisor, president, vice president supervisor, president, vice president
or other senior officer of the or other senior officer of the
Company gives to the board of Company gives to the board of
directors a notice in writing directors a notice in writing
stating that, by reason of the stating that, by reason of the
facts specified in the notice, facts specified in the notice,
he is interested in contracts, he is interested in contracts,
transactions or arrangements which transactions or arrangements which
may subsequently be made by the may subsequently be made by the
Company, that notice shall be Company, that notice shall be
deemed for the purposes of the deemed for the purposes of the
preceding Article to be a sufficient preceding Article to be a sufficient
declaration of his interests, declaration of his interests,
so far as the content stated in so far as the content stated in
such notice is concerned, provided such notice is concerned, provided
that such notice shall have been that such notice shall have been
given before the date on which given before the date on which
the question of entering into the question of entering into
the relevant contract, transaction the relevant contract, transaction
or arrangement is first taken or arrangement is first taken
into consideration by the into consideration by the
Company. Company.
---------------------------------------
Article 173 The Company shall Article 173 The Company shall
not pay taxes for or on behalf not pay taxes for or on behalf
of a director, supervisor, president, of a director, supervisor, president,
vice president or other senior vice president or other senior
officer in any manner. officer in any manner.
---------------------------------------
Article 174 The Company shall Article 174 The Company shall
not directly or indirectly make not directly or indirectly make
a loan to or provide any guarantee a loan to or provide any guarantee
in connection with the making in connection with the making
of a loan to a director, supervisor, of a loan to a director, supervisor,
president, vice president or other president, vice president or other
senior officer of the Company senior officer of the Company
or of the Company's holding company or of the Company's holding compan
or any of their respective y o r an y o f thei r respective
associates. associates.
---------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
The foregoing prohibition shall The foregoing prohibition shall
not apply to the following circumstances: not apply to the following circumstances:
(1) the provision by the Company (1) the provision by the Company
of a loan or a guarantee in connection of 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 (2) the provision by the Company
of a loan or a guarantee in connection of a loan or a guarantee in connection
with the making of a loan or any with the making of a loan or any
other funds available to any of other funds available to any of
its directors, supervisors, president, its directors, supervisors, president,
vice presidents and other senior vice presidents and other senior
officers to meet expenditure incurred officers to meet expenditure incurred
or to be incurred by him for the or to be incurred by him for the
purposes of the Company or for purposes of the Company or for
the purpose of enabling him to the purpose of enabling him to
perform his duties properly, in perform his duties properly, in
accordance with the terms of a accordance with the terms of a
service contract approved by the service contract approved by the
shareholders in a general meeting; shareholders in a general meeting;
(3) if the ordinary course of (3) if the ordinary course of
business of the Company includes business of the Company includes
the lending of money or the giving the lending of money or the giving
of guarantees, the Company may of guarantees, the Company may
make a loan to or provide a guarantee make a loan to or provide a guarantee
in connection with the making in connection with the making
of a loan to any of the relevant of a loan to any of the relevant
director, supervisor, president, director, supervisor, president,
vice president and any other senior vice president and any other senior
officer or his or her respective officer or his or her respective
associates in the ordinary course associates in the ordinary course
of its of its
business on normal commercial business on normal commercial
terms. terms.
-------------------------------------------
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 by the Company acting in made by the Company acting in
breach of the preceding Article breach of the preceding Article
shall, irrespective of the terms shall, irrespective of the terms
of the of the
loan, forthwith repay such funds. loan, forthwith repay such funds.
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 176 A guarantee for the Article 176 A guarantee for the
repayment of a loan which has repayment of a loan which has
been provided by the Company acting been provided by the Company acting
in breach of Article 174(1) of in breach of Article 174(1) of
these Articles of Association these Articles of Association
shall not be enforceable against shall not be enforceable against
the Company, save in respect of the Company, save in respect of
the following circumstances: the following circumstances:
(1) the guarantee was provided (1) the guarantee was provided
in connection with a loan which in connection with a loan which
was made to an associate of any was made to an associate of any
of the director, supervisor, president, of the director, supervisor, president,
vice president and any other senior vice president and any other senior
officer of the Company or of the officer of the Company or of the
Company's holding company and Company's holding company and
the lender of such funds did not the lender of such funds did not
know of the relevant circumstances know of the relevant circumstances
at the time of the making of the at the time of the making of the
loan; or loan; or
(2) the collateral which has been (2) the collateral which has been
provided by the Company has already provided by the Company has already
been lawfully disposed of by the been lawfully disposed of by the
lender to a bona fide purchaser. lender to a bona fide purchaser.
-----------------------------------------
Article 177 For the purposes of Article 177 For the purposes of
the foregoing provisions of this the foregoing provisions of this
Chapter, a "guarantee" includes Chapter, a "guarantee" includes
an undertaking or property provided an undertaking or property provided
to secure the obligor's performance to secure the obligor's performance
of his of his
obligations. obligations.
-----------------------------------------
Article 179 In addition to any Article 179 In addition to any
rights and remedies provided by rights and remedie s provided
the laws and administrative regulations, by the laws and administrative
where a director, supervisor, regulations, where a director,
president, vice president or other supervisor, president, vice president
senior officer of the Company or other senior officer of the
breaches the duties which he owes Company breaches the duties which
to the Company, the he owes to the Company, the
Company has a right: Company has a right:
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(1) to demand such director, supervisor, (1) to demand such director, supervisor,
president, vice president or other president, vice president or other
senior officer to compensate it senior officer to compensate it
for losses sustained by the Company for losses sustained by the Company
as a result of such breach; as a result of such breach;
(2) to rescind any contract or (2) to rescind any contract or
transaction which has been entered transaction which has been entered
into between the Company and such into between the Company and such
director, supervisor, president director, supervisor, president
vice president or other senior vice president or other senior
officer or between the Company officer or between the Company
and a third party (where such and a third party (where such
third party knows or should have third party knows or should have
known that such director, supervisor, known that such director, supervisor,
president, vice president and president, vice president and
other senior officer representing other senior officer representing
the Company has breached his duties the Company has breached his duties
owed to the Company); 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 senior officer to account for
profits made as result of the profits made as result of the
breach of his duties; breach of his duties;
(4) to recover any monies which (4) to recover any monies which
should have been received by the should have been received by the
Company and which were received Company and which were received
by such director, supervisor, by such director, supervisor,
president, vice president or other president, vice president or other
senior officer instead, including senior office r instead, 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 or which may have been
earned by such director, supervisor, earned by such director, supervisor,
president, vice president or other president, vice president or other
senior officer on monies that senior officer on monies that
should should
have been paid to the Company. have been paid to the Company.
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 180 The Company shall, Article 180 The Company shall,
with the prior approval of shareholders with the prior approval of shareholders
in a general meeting, enter into in a general meeting, enter into
a contract in writing with a director a contract in writing with a director
or supervisor wherein his emoluments or supervisor wherein his emoluments
are stipulated. The aforesaid are stipulated. The aforesaid
emoluments include: emoluments include:
(1) emoluments in respect of his (1) emoluments in respect of his
service as director, supervisor service as director, supervisor
or senior officer of the Company; or senior officer of the Company;
(2) emoluments in respect of his (2) emoluments in respect of his
service as director, supervisor service as director, supervisor
or senior officer of any subsidiary or senior officer of any subsidiary
of the Company; of the Company;
(3) emoluments in respect of the (3) emoluments in respect of the
provision of other services in provision of other services in
connection with the management connection with the management
of the affairs of the Company of the affairs of the Company
and any of its subsidiaries; 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 No proceedings may be brought
by a director or supervisor against by a director or supervisor against
the Company for anything due to the Company for anything due to
him in respect of the matters him in respect of the matters
mentioned in this Article except mentioned in this Article except
pursuant to the contract mentioned pursuant to the contract mentioned
above. above.
-----------------------------------------
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 provide that in the event should provide that in the event
of a takeover of the Company, of a takeover of the Company,
the Company's directors and supervisors the Company's directors and supervisors
shall, subject to the prior approval shall, subject to the prior approval
of of
shareholders in a general meeting, shareholders in a general meeting,
have the have the
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
right to receive compensation right to receive compensation
or other payment in respect of or other payment in respect of
his loss of office or retirement. his loss of office or retirement.
For the purposes of this paragraph, For the purposes of this paragraph,
a takeover of the Company includes a takeover of the Company includes
any of the following: any of the following:
(1) an offer made by any person (1) an offer made by any person
to the general body of shareholders; to the general body of shareholders;
(2) an offer made by any person (2) an offer made by any person
with a view to the offeror becoming with a view to the offeror becoming
a "controlling shareholder" within a "controlling shareholder" within
the meaning of 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 any sum so received by him shall
belong to those persons who have belong to those persons who have
sold their shares as a result sold their shares as a result
of such offer. The expenses incurred of such offer. The expenses incurred
in distributing such sum on a in distributing such sum on a
pro rata basis amongst such persons pro rata basis amongst such persons
shall be borne by the relevant shall be borne by the relevant
director or supervisor and shall director or supervisor and shall
not not
be paid out of such sum. be paid out of such sum.
---------------------------------------
Article 178 Subject to the approval Article 178 Article 164 Subject
by the to the
shareholders' general meeting, approval by the shareholders'
the Company general
may take out liability insurance meeting, the Company may take
for any out
director, supervisor, president, liability insurance for any director,
vice
president and any other senior supervisor, president, vice president
officer of and
the Company, except for those any other senior officer of the
liability Company,
resulting from the violation of except for those liability resulting
laws, from the
administrative regulations and violation of laws, administrative
the Articles regulations,
of Association by such director, other regulatory documents and
supervisor, the
president, vice president and Articles of Association by such
other senior director,
officer of the Company. supervisor, president, vice president
and
other senior officer of the Company.
---------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
CHAPTER 17: FINANCIAL AND CHAPTER 17 CHAPTER 16 : FINANCIAL
ACCOUNTING SYSTEMS, PROFIT AND ACCOUNTING SYSTEMS, PROFIT
DISTRIBUTION AND AUDIT DISTRIBUTION AND AUDIT
-------------------------------------------
Article 201 Unless otherwise provided Article 201 Article 184 Unless
for in relevant laws and administrative otherwise provided for in relevant
regulations, where cash dividends laws and administrative , regulations
and other amounts are to be paid and other regulator y documents
in Hong Kong dollars, the applicable , where cash dividends and other
exchange rate shall be the average amounts are to be paid in Hong
closing rate for the relevant Kong dollars, the applicable exchange
foreign currency announced by rate shall be the average closing
the Peoples' Bank of China during rate for the relevant foreign
the week prior to the announcement currency announced by the Peoples'
of payment of dividend and other Bank of China during the week
amounts. prior to the announcement of
payment of dividend and other
amounts.
-------------------------------------------
CHAPTER 18: APPOINTMENT OF C H A P T E R 1 C H A P T E R
8 1 7 :
ACCOUNTANCY FIRM APPOINTMENT OF ACCOUNTANCY
FIRM
-------------------------------------------
Article 206 The Company shall Article 206 Article 189 The Company
appoint an independent firm of shall engage accountants' firms
accountants which is qualified that complies with the requirements
under the relevant regulations of the Securities La w and the
of the State to audit the Company's listing rules of the jurisdictions
annual report. Such firm of accountants where the shares of the Company
shall also review the Company's are listed, to perform the tasks
other financial reports, verify of auditing accounting statements,
the net assets and carry out other verifyin g the net assets and
businesses such as the relevant other relevant consulting services.
consultation services.
The first auditors of the Company The Company shall appoint an independent
may be appointed before the first firm of accountants which is qualified
annual general meeting of the under the relevant regulations
Company at the inaugural meeting. of the State to audit the Company's
Auditors so appointed shall hold annual report. Such firm of accountants
office until the conclusion of shall also review the Company's
the first annual general meeting. other financial reports, verify
the net assets and carry out other
If the inaugural meeting does businesses such as the
not exercise relevant consultation services.
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
the powers under the preceding The first auditors of the Company
paragraph, those powers shall may be appointed before the first
be 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.
If the inaugural meeting does
not exercise the powers under
the preceding paragraph, those
powers shall be exercised by the
board
of directors.
------------------------------------------
Article 208 The accounting firm Article 208 Article 191 The accounting
appointed by the Company shall firm appointed by the Company
enjoy the following rights: shall 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 the directors, president, vice
presidents and other senior officers presidents and other senior officers
of the Company to supply relevant of the Company to supply relevant
information and explanations; information and explanations;
(2) a right to require the Company (2) a right to require the Company
to take all reasonable steps to to take all reasonable steps to
obtain from its subsidiaries such obtain from its subsidiaries such
information and explanation as information and explanation as
are necessary for the discharge are necessary for the discharge
of its duties; of its duties;
(3) a right to attend shareholders' (3) a right to attend shareholders'
general meetings and to receive general meetings and to receive
all notices of, and other communications all notices of, and other communications
relating to, any shareholders' relating to, any shareholders'
general meeting which any shareholder general meeting which any shareholder
is entitled to receive, and to is entitled to receive, and to
speak at any shareholders' general speak at any shareholders' general
meeting in relation to matters meeting in relation to matters
concerning its role as concerning its role as
the Company's accounting firm. the Company's accounting firm.
a right to
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
attend and speak at any shareholders'
general meeting in relation to
matters concerning its role as
the Company's
accounting firm.
-----------------------------------------
Article 209 If there is a vacancy Article 209 Article 192 If there
in the position of accountant is a vacancy in the position of
of the Company, the board of directors accountant of the Company, the
may appoint an accounting firm board of directors may appoint
to fill such vacancy before the an accounting firm to fill such
convening of the shareholders' vacancy before the convening of
general meeting. Any other accounting the shareholders' general meeting.
firm which has been appointed Any other accounting firm which
by the Company may continue to has been appointed by the Company
act during the period during may continue to act during
which a vacancy arises. the period during which a vacancy
arises.
-----------------------------------------
Article 210 The shareholders in Article 210 Article 193 The shareholders
a general meeting may by ordinary in a general meeting may by ordinary
resolution remove the Company's resolution remove the Company's
accounting firms before the expiration accounting firms before the expiration
of its term of office, irrespective of its term of office, irrespective
of the provisions in the contract of the provisions in the contract
between the Company and the Company's between the Company and the Company's
accountant firm. However, the accountant firm. However, the
accounting firm's right to claim accounting firm's right to claim
for damages which arise from its for damages which arise from its
removal shall not be affected removal shall not be affected
thereby. thereby.
The shareholders in a general
meeting shall have the power to
remove the Company's accounting
firm by ordinary resolution before
the expiration of its term
of office.
-----------------------------------------
Article 211 The remuneration of Article 211 Article 194 The remuneration
an accounting firm or the manner of an accounting firm or the manner
in 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
in a general meeting. The remuneration an ordinary resolution by the
of an accounting shareholders in a general meeting.
The remuneration of an accounting
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
firm appointed by the board of firm appointed by the board of
directors shall be determined directors shall be determined
by the board of directors. by the board of directors.
-----------------------------------------
Article 212 The Company's appointment, Article 212 The Company's appointment,
removal or non- reappointment remova l o r non- reappointmen
of an accounting firm shall be t o f an accounting firm shall
resolved by the shareholders in be resolved by the shareholders
a general meeting, and shall file in a general meeting, and shall
such resolutions with the authority file such resolutions with the
in charge of securities of the authority in charge of securities
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 accounting firm other than
an incumbent accounting firm to an incumbent accounting firm to
fill a casual vacancy of an accountant, fill a casual vacancy of an accountant,
or to reappoint as the accountant or to reappoint as the accountant
a retiring accounting firm that a retiring accounting firm that
was appointed by the board of was appointed by the board of
directors to fill a casual vacancy, directors to fill a casual vacancy,
or to dismiss an accounting firm or to dismiss an accounting firm
before the expiration of its term before the expiration of its term
of office, the following provisions of office, the following provisions
shall apply: shall apply:
(1) A copy of the appointment
or removal proposal shall be sent (1) A copy of the appointment
(before notice of meeting is given or removal proposal shall be sent
to the shareholders) to the accounting (before notice of meeting is given
firm proposed to be appointed to the shareholders) to the accounting
or proposing to leave its post firm proposed to be appointed
or the firm which has left its or proposing to leave its post
post in the relevant fiscal year or the firm which has left its
(leaving includes leaving by removal, post in the relevant fiscal year
resignation and retirement). (leaving includes leaving by removal,
resignation and retirement).
(2) If the accounting firm leaving
its post makes representations (2) If the accounting firm leaving
in writing and requests the Company its post makes representations
to give the shareholders notice in writing and requests the Company
of such representations, to give the shareholders notice
the Company shall (unless the of such representations, the Company
shall
(unless the representations have
been
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
representations have been received received too late) take the following
too late) take the following measures: measures:
(a) in the notice of the shareholders' (a) in the notice of the shareholders'
meeting, state the fact of the meeting , state the fact of the
representations having been made; representations having been made;
and and
(b) attach a copy of the representations (b) attach a copy of the representations
to the notice and deliver it to to the notice and deliver it to
the shareholders in the manner the shareholders in the manner
stipulated in the Company's Articles stipulated in the Company's Articles
of Association. of Association.
(3) If the Company fails to send (3) If the Company fails to send
out the accounting firm's representations out 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 (2) above, such accounting firm
may require that the representations may require that the representations
be read out at the meeting. be read out at the meeting.
(4) An accounting firm which is (4) An accounting firm which is
leaving its post shall be entitled leaving its post shall be entitled
to attend the following shareholders' to attend the following shareholders'
general meetings: general meetings:
(a) the general meeting at which (a) the general meeting at which
its term of office would otherwise its term of office would otherwise
have expired; have expired;
(b) the general meeting at which (b) the general meeting at which
it is proposed to fill the vacancy it is proposed to fill the vacancy
caused by its removal; and caused by its removal; and
(c) the general meeting which (c) the general meeting which
convened as a result of its resignation, convened as a result of its resignation,
and to receive all notices of, and to receive all notices of,
and other communications relating and other communications relating
to, any such meeting, and to speak to, any such meeting, and to speak
at any such meeting which concerns at any such meeting which concerns
it as it as
former auditor of the Company. former auditor of the Company.
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Article 213 Notice should be given Article 213 Article 195 Notice
ten (10) days in advance to the should be given ten (10) days
accounting firm if the Company in advance to the accounting firm
decides to remove such accounting if the Company decides to remove
firm or not to renew the appointment such accounting firm or not to
thereof. Such accounting firm renew the appointment thereof.
shall be entitled to make representations Such accounting firm shall be
at the shareholders' general meeting. 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 from its position, it shall make
general meeting whether there clear to the shareholders in a
has been any impropriety on the general meeting whether there
part of the Company. has been any impropriety on the
part of the Company.
An accounting firm may resign An accounting firm may resign
its office by depositing at the its office by depositing at the
Company's legal address a resignation Company's legal address a resignation
notice which shall become effective notice which shall become effective
on the date of such deposit or on the date of such deposit or
on such later date as may be stipulated on such later date as may be stipulated
in such notice. Such notice shall in such notice. Such notice shall
contain the following statements: contain the following statements:
(1) a statement to the effect (1) a statement to the effect
that there are no circumstances that there are no circumstances
connected with its resignation connected with its resignation
which it considers should be brought which it considers should be brought
to the notice of the shareholders to the notice of the shareholders
or creditors of the Company; or or creditors of the Company; or
(2) a statement of any such circumstances. (2) a statement of any such circumstances.
The Company shall, within fourteen The Company shall, within fourteen
(14) days after receipt of the (14) days after receipt of the
notice referred to in the preceding notice referred to in the preceding
paragraph, serve a copy of the paragraph, serve a copy of the
notice to the competent governing notice to the competent governing
authority. If the notice contains authority. If the notice contains
the statement under the preceding the statemen t unde r th e precedin
sub-paragraph (2), a copy of such g sub-
statement shall be made available paragraph (2), a copy of such
at the statement
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Company for shareholders' inspection. shall be made available at the
The Company shall also send a Company for shareholders' inspection.
copy of such statement by prepaid The Company shall also send a
mail to each holder of Overseas- copy of such statement by prepaid
Listed Foreign Shares at the address mail to each holder of Overseas-
registered in the register of Listed Foreign Shares at the address
shareholders. Notwithstanding registered in the register of
the above, provided that the laws shareholders. Notwithstanding
and regulations and the relevant the above, provided that the laws
listing rules of the jurisdictions and regulations and the relevant
where the shares of the Company listing rules of the jurisdictions
are listed are complied with, where the shares of the Company
the abovementioned notice may are listed are complied with,
also be served to the holders the abovementioned notice may
of Overseas- Listed Foreign Shares also be served to the holders
by other means as specified in of Overseas-Listed Foreign Shares
Article 231 herein. by other means as specified in
Article 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 in respect of the above, it may
require the board of directors require the board of directors
to convene a shareholders' extraordinary to convene a shareholders' extraordinary
general meeting for the purpose general meeting for the purpose
of receiving an explanation of of receiving an explanation of
the the
circumstances connected with its circumstances connected with its
resignation. resignation.
------------------------------------------
CHAPTER 19: MERGER AND DEMERGER CHAPTER 19 CHAPTER 18 : MERGER
OF THE COMPANY AND DEMERGER OF THE COMPANY
------------------------------------------
Article 215 The merger of the Article 215 Article 197 The merger
Company may take the form of either of the Company may take the form
merger by absorption or merger of either merger by absorption
by the establishment of a new or merger by the establishment
company. of a new company.
In the event of a merger, the In the event of a merger, the
merging parties shall execute merging parties shall execute
a merger agreement and prepare a merger agreement and prepare
a balance sheet and an inventory a balance sheet and an inventory
of assets. The Company shall notify of assets. The Company shall notify
its creditors within ten (10) its creditors within ten (10)
days of the date of the Company's days of the date of the Company's
merger resolution and shall merger resolution and shall
publish a public notice in a newspaper publish a public notice in a newspaper
within within
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
thirty (30) days of the date of thirty (30) days of the date of
the Company's merger resolution. the Company's merger resolution.
Upon the merger, rights in relation A creditor has the right, within
to debtors and indebtedness of thirty (30) days upon receipt
each of the merged parties shall of the notice, or for those who
be assumed by the company which have not received the notice,
survives the merger or the newly within forty-five (45) days from
established company. the date of the public announcement,
to demand the Company to repay
its debts or provide a corresponding
guarantee for such debt.
Upon the merger, rights in relation
to debtors and indebtedness of
each of the merged parties shall
be assumed by the company which
survives the merger or the newly
established company.
---------------------------------------
CHAPTER 20: DISSOLUTION AND LIQUIDATION C H A P T E R 2 0 C H A P T E
R 1 9 : DISSOLUTION AND LIQUIDATION
---------------------------------------
Article 218 The Company shall Article 218 Article 200 The Company
be dissolved and liquidated upon shall be dissolved upon the following
the occurrence of any of the following reasons and liquidated upon the
events: occurrence of any of the following
events :
(1) a resolution for dissolution
is passed by shareholders at a (1) the term of operation of
general meeting; the Company prescribed in these
Articles of Association has expired,
(2) dissolution is necessary due or other causes for dissolution
to a merger or demerger of the as stipulated in these Articles
Company; of Association occur;
(3) the Company is legally declared (1) (2) a resolution for dissolution
insolvent due to its failure to is passed by shareholders at a
repay debts as they become due; general meeting;
and
(2) (3) dissolution is necessary
(4) the company has its business due to a merger or demerger of
licence revoked, or is ordered the Company;
to close up or to have its business
cancelled in accordance with the (3) the Company is legally declared
law; or insolvent
---------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
(5) If a company has encountered due to its failure to repay debts
serious difficulties in its operations as they become due; and
and management and the company's
continued existence may materially (4) the company has its business
harm the interests of the shareholders, licence revoked, or is ordered
and if the same fails to be resolved to close up or to have its business
by any other means, shareholders cancelled in accordance with the
holding ten percent or more of law; or
the aggregate voting rights of
the Company may request a People's (5) If a company has encountered
Court to dissolve the company. serious difficulties in its operations
and management and the company's
continued existence may materially
harm the interests of the shareholders,
and if the same fails to be resolved
by any other means, shareholders
holding ten percent or more of
the aggregate voting rights of
the Company may request a People's
Court to dissolve the company
Company .
-----------------------------------------
Article 201 Under the circumstances
described in sub-paragraph (1)
of Article 200 in these Articles
of Association, the Company may
continue to exist through amendment
of these Articles of Association.
Amendmen t 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 219 Article 202 A liquidation
shall be set up within fifteen committee shall be set up within
(15) days of the Company being fifteen
dissolved pursuant to sub- paragraphs (15) days commencing from the
(1), (3), (4) and (5) of the date on
preceding Article, and the composition which the events being the grounds
of for dissolution occurred, in order
to start
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
the liquidation committee of the liquidation process of where
Company shall be determined by the Company is being dissolved
an ordinary resolution of shareholders pursuant to sub-paragraphs (1),
in a general meeting. If the Company (3) (2), (4) and (5) of the preceding
fails to set up the liquidation Article 200 in these Articles
committee within the time limit, of Association. The members of
the creditors may apply to the the liquidation committee shall
People's Court for appointment be composed of persons decided
of relevant persons to form a by directors or decided at shareholders'
liquidation committee and carry general meeting. and the composition
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 Article 220 Where the board of
directors proposes to liquidate directors proposes to liquidate
the Company for any reason other the Company for any reason other
than the Company's declaration than the Company's declaration
of its own insolvency, the board of its own insolvency, the board
shall include a statement in its shall include a statement in its
notice convening a shareholders' notice convening a shareholders'
general meeting to consider the general meeting to consider the
proposal to the effect that, after proposal to the effect that, after
making full inquiry into the affairs making full inquiry into the affairs
of the Company, the board of directors of the Company, the board of directors
is of the opinion that the Company is of the opinion that the Company
will be able to pay its debts will be able to pay its debts
in full within twelve (12) months in full within twelve (12) months
from the commencement of the liquidation. from the commencement 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 for the liquidation of meeting for the liquidation of
the Company, all functions and the Company, all functions and
powers of the board of directors powers of the board of directors
shall cease. shall cease.
The liquidation committee shall The liquidation committee shall
act in act in
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
accordance with the instructions accordance with the instructions
of the shareholders' general meeting of the shareholders' general meeting
to make a report at least once to make a report at least once
every year to the shareholders' every year to the shareholders'
general meeting on the committee's general meeting on the committee'
income and expenses, the business s income and expenses, the business
of the Company and the progress of the Company and the progress
of the liquidation; and to present of the liquidation; and to present
a final report to the shareholders' a final report to the shareholders'
general meeting general meeting
on completion of the liquidation. on completion of the liquidation.
----------------------------------------
Article 221 The liquidation committee Article 221 Article 203 The liquidation
shall, within ten (10) days of committee shall, within ten (10)
its establishment, send notices days of its establishment, send
to creditors and shall, within notices to creditors and shall,
sixty (60) days of its establishment, within sixty (60) days of its
publish a public announcement establishment, publish a public
in a newspaper. The liquidation announcement in a newspaper. Creditors
committee shall not make repayment should, within thirty (30) days
to creditors during the claims upon receipt of the notice, or
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
report, a statement of income prepare a liquidation report,
and expenses received and made a statement of income
during the liquidation period and expenses received and made
and a financial during the
----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
report, which shall be verified liquidation period and a financial
by a Chinese registered accountant report, which shall be verified
and submitted to the shareholders' by a Chinese registered accountant
general meeting or the relevant and submitted to the shareholders'
governing authority for confirmation. general meeting or the relevant
The liquidation committee shall, governing authority for confirmation.
within thirty The liquidation committee shall,
(30) days after such confirmation, within thirty
submit the documents referred (30) days after such confirmation,
to in the preceding paragraph submit the documents referred
to the companies registration to in the preceding paragraph
authority and apply for cancellation and submit to the companies registration
of registration of the Company, authority and apply for cancellation
and publish a public announcement of registration of the Company,
relating to the termination of and publish a public announcement
the Company. relating
to the termination of the Company.
------------------------------------------
CHAPTER 21: PROCEDURES FOR AMMENT C H A P T E R 2 1 C H A P T E
OF THE COMPANY'S ARTICLES OF ASSOCIATION R 2 0 : PROCEDURES 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 may amend its Articles of Association
accordance with the requirements in accordance with the requirements
of laws, administrative regulations of laws, administrative regulations,
and the Articles of Association. 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 of the Mandatory Provisions contents of the Mandatory Provisions
of Overseas-Listed Companies' of Overseas-Listed Companies'
Articles of Association shall Articles of Association shall
become effective upon receipt become effective upon receipt
of approvals from the companies of approvals from the companies
approving department approving department
authorized by the State Council. authorized by the State Council.
------------------------------------------
Article 230 Where amendments of Article 230 Article 211 Where
the Articles of Association involve amendments of the Articles of
the registered particulars of Association involve the registered
the Company, procedures for alteration particulars of the Company, procedures
of registration shall be handled for alteration of registration
in accordance with the shall be handled in accordance
law. Matters on amendment to the with the
Articles law. Matters on amendment to the
Articles
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
of Association shall be publicly of Association shall be publicly
disclosed if so required by laws disclosed if so required by laws
and administrative regulations. 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 CHAPTER 22 CHAPTER 21 : NOTICES
ANNOUNCEMENTS 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
the term "Notice" shall include chapter, the term "Notice" shall
the notice of any meetings, corporate include the notice of any meetings,
communications or other written corporate communications or other
materials issued by the Company written materials issued by the
to its shareholders) may be delivered Company to its shareholders) may
by the following means: (1) by be delivered by the following
designated person; means: (1) by designated person;
(2) by mail; (3) by way of public (2) by mail; (3) by way of public
announcement; (4) by other means announcement; (4) by other means
as recognised by the securities as recognised by the securities
regulatory authority and stock regulatory authority and stock
exchange in the jurisdictions exchange in the jurisdictions
where the shares of the Company where the shares of the Company
are listed or by other means as are listed or by other means as
provided in Articles of Association. provided in Articles of Association.
The Company's notices delivered The Company's notices delivered
by way of public announcement by way of public announcement
shall be published in the newspapers shall be published in the newspapers
designated by the securities regulatory designated by the securities regulatory
authority and stock exchange of authority and stock exchange of
the jurisdictions where the shares the jurisdictions where the shares
of the Company are listed (if of the Company are listed (if
any) and/or in other designated any) and/or in other designated
media (including websites). media (including websites).
As for the methods in which the As for the methods in which the
corporate communications are provided corporate communications are provided
and/or distributed by the Company and/or distributed by the Company
to holders of Overseas-Listed to holders of Overseas-Listed
Foreign Shares as required Foreign Shares as required
by Hong Kong Listing Rules, the by Hong Kong Listing Rules, the
corporate corporate
-----------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
communications may, subject to communications may, subject to
compliance with the laws and regulations compliance with the laws and regulations
and the relevant listing rules and the relevant listing rules
of the jurisdictions where the of the jurisdictions where the
shares of the Company are listed, shares of the Company are listed,
also be sent or provided by the also be sent or provided by the
Company to the holders of Overseas- Company to the holders of Overseas-
Listed Foreign Shares by any electronic Listed Foreign Shares by any electronic
means or by publishing such corporate means or by publishing such corporate
communications on the Company's communications on the Company's
website, instead of sending such website, instead of sending such
corporate communications by personal corporate communications by personal
delivery or by prepaid postage delivery or by prepaid postage
mail to the holders of Overseas-Listed mail to the holders of Overseas-Listed
Foreign Shares. Foreign Shares.
The term "Corporate Communication" The term "Corporate Communication"
refers to any document issued refers to any document issued
or to be issued by the Company or to be issued by the Company
to the holders of its securities to the holders of its securities
for their information or action, for their information or action,
including but not limited to: including but not limited to:
(1) the directors' report, annual (1) the directors' report, annual
accounts of the Company together accounts of the Company together
with the auditors' report and, with the auditors' accounting
where applicable, the summary firm's report and, where applicable,
of its financial report; the summary of its financial report;
(2) the interim report and, where (2) the interim report and, where
applicable, the summary of its applicable, the summary of its
interim report; interim report;
(3) the notice of meeting; (3) the notice of meeting;
(4) the listing document; (4) the listing document;
(5) the circular; and (5) the circular; and
(6) the proxy form. (6) the proxy form.
------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
CHAPTER 23: DISPUTE RESOLUTION CHAPTER 23: DISPUTE RESOLUTION
--------------------------------------------
Article 234 The Company shall Article 234 The Company shall
abide by the following principles abide by the following principles
for dispute resolution: for dispute resolution:
(1) Whenever any disputes or claims (1) Whenever any disputes or claims
arise between: holders of the arise between: holders of the
Overseas- Listed Foreign Shares Overseas- Listed Foreign Shares
and the Company; holders of the and the Company; holders of the
Overseas-Listed Foreign Shares Overseas-Listed Foreign Shares
and the Company's directors, supervisors, and the Company's directors, supervisors,
president, vice presidents or president, vice presidents or
other senior officers; or holders other senior officers; or holders
of the Overseas- Listed Foreign of the Overseas- Listed Foreign
Shares and holders of other shares, Shares and holders of other shares,
in respect of any rights or obligations in respect of any rights or obligations
arising from these Articles of arising from these Articles of
Association, the Company Law or Association, the Company Law or
any rights or obligations conferred any rights or obligations conferred
or imposed by the Company Law or imposed by the Company Law
and other relevant laws and administrative and other relevant laws and administrative
regulations concerning the affairs regulations concerning the affairs
of the Company, such disputes of the Company, such disputes
or claims shall be referred by or claims shall be referred by
the relevant parties to arbitration. the relevant parties to arbitration.
Where a dispute or claim of rights Where a dispute or claim of rights
referred to in the preceding paragraph referred to in the preceding paragraph
is referred to arbitration, the is referred to arbitration, the
entire claim or dispute must be entire claim or dispute must be
referred to arbitration, and all referred to arbitration, and all
persons who have a cause of action persons who have a cause of action
based on the same facts giving based on the same facts giving
rise to the dispute or claim or rise to the dispute or claim or
whose participation is necessary whose participation is necessary
for the resolution of such dispute for the resolution of such dispute
or claim, shall, where such person or claim, shall, where such person
is the Company, the Company's is the Company, the Company' s
shareholders, directors, supervisors, shareholders , directors, supervisors,
president, vice presidents or president, vice presidents or
other senior officers of the Company, other senior officers of the Company,
comply with the arbitration. Disputes comply with the arbitration. Disputes
in respect of the definition of in respect of the definition of
shareholders and shareholders and
disputes in relation to the register disputes in relation to the register
of of
--------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
shareholders need not be resolved by shareholders need not be resolved
arbitration. by arbitration.
(2) A claimant may elect for arbitration (2) A claimant may elect for arbitration
to be carried out at either the to be carried out at either the
China International Economic and China International Economic and
Trade Arbitration Commission in Trade Arbitration Commission in
accordance with its Rules or the accordance with its Rules or the
Hong Kong International Arbitration Hong Kong International Arbitration
Centre in accordance with its Centre in accordance with its
Securities Arbitration Rules. Securities Arbitration Rules.
Once a claimant refers a dispute Once a claimant refers a dispute
or claim to arbitration, the other or claim to arbitration, the other
party must submit to the arbitral party must submit to the arbitral
body elected 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 to be carried out at Hong Kong
International Arbitration Centre, International Arbitration Centre,
any party to the dispute or claim any party to the dispute or claim
may apply for a hearing to take may apply for a hearing to take
place in Shenzhen in accordance place in Shenzhen in accordance
with the Securities Arbitration with the Securities Arbitration
Rules of the Hong Kong International Rules of the Hong Kong International
Arbitration Centre. Arbitration Centre.
(3) If any disputes or claims (3) If any disputes or claims
of rights are settled by way of of rights are settled by way of
arbitration in accordance with arbitration in accordance with
sub-paragraph (1) of this Article, sub-paragraph (1) of this Article,
the laws of the PRC shall apply, the laws of the PRC shall apply,
save as otherwise provided in save as otherwis e provided in
the laws and administrative regulations. the laws and administrative regulations.
(4) The award of an arbitral body (4) The award of an arbitral body
shall be final and conclusive shall be final and conclusive
and binding on all parties. and binding on all parties.
-----------------------------------------------
CHAPTER 24: SUPPLEMENTARY C H A P T E R 2 4 C H A P 2 :
T E R 2
SUPPLEMENTARY
------------------------------------ -----
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
Articl e 215 The formulation
and amendmen t 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, suc h newly promulgated
laws, administrative regulations,
rules or the listing rules and
the securities regulatory requirements
of the jurisdictions where the
shares of the Company are listed
shall prevail.
-------------------------------------------
Article 237 In these Articles Article 237 Article 219 In these
of Association, reference to "accounting Articles of Association, reference
firm" shall have the same meaning to "accounting firm" shall have
as "auditor". the same meaning as "auditor"
in
Hong Kong Listing Rules .
-------------------------------------------
Article 238 For the purpose of Article 238 Article 220 For the
these Articles of Association, purpose of these Articles of Association,
the terms "not less than", "within", the terms "not less than", "within",
"not more than" are all inclusive "not more than" are all inclusive
terms and the terms "more than terms and the terms "more than
half", "less half", "less than", "exceed",
"beyond" and
-------------------------------------------
Existing Articles of the Articles Amended Articles
of Association (January 2023) (Note: if no markup is shown,
it means that no amendment has
been made)
than", "beyond" and "exceed" are "exceed" , "below " an d "above
exclusive terms. " are exclusive terms.
-----------------------------------
Note: Save as the table above, if the serial numbering of the
articles is changed due to the addition, deletion or re-arrangement
of certain articles, the serial numbering of the articles of the
Articles of Association as so amended shall be changed accordingly,
including those referred to in cross references.
The proposed amendments to the Articles of Association are
prepared in the Chinese language and the English version is
therefore a translation only. In the event of any discrepancy
between the English translation and the Chinese version of the
Articles of Association, the Chinese version shall prevail.
Set out below are the details of the proposed amendments to the
Rules and Procedures of Shareholders' Meetings and revisions have
been underlined (if applicable) for the convenience of perusal.
AIR CHINA LIMITED
COMPARISON TABLE OF AMMENTS TO THE RULES AND PROCEDURES OF
SHAREHOLDERS' MEETING
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
CHAPTER 1 GENERAL PROVISIONS CHAPTER 1 GENERAL PROVISIONS
--------------------------------------------
Article 1 In order to protect Article 1 In order to protect
the legitimate interests of Air the legitimate interests of Air
China Limited (hereinafter referred China Limited (hereinafter referred
to as the "Company") and its shareholders, to as the "Company") and its shareholders,
to specify the duties and authority to specify the duties and authority
of the shareholders' general meetings, of the shareholders' general meetings,
to ensure the proper, efficient to ensure the proper, efficient
and smooth operation of the shareholders' and smooth operation of the shareholders'
general meetings and to ensure general meetings and to ensure
the shareholders' general meetings the shareholders' general meetings
exercise their functions and powers exercise their functions and powers
legally, these Rules are formulated legally, these Rules are formulated
in accordance with laws and regulations in accordance with laws and regulations
such as the "Company Law of the such as the "Company Law of the
People's Republic of China" (hereinafter People's Republic of China" (hereinafter
referred to as the "Company Law"), referred to as the "Company Law"),
"The Mandatory Provisions for "The Mandatory Provisions for
the Articles of Association of the Articles of Association of
Companies Listing Overseas", "The Companies Listing Overseas", "The
Guidance on the Articles of Association Guidance on the Articles of Association
of Listed Companies ", "Code of of Listed Companies", "Code of
Corporate Governance for Listed Corporate Governance for Listed
Companies" and "Rules on Shareholders' Companies" and "Rules on Shareholders'
General Meetings of Listed Companies" General Meetings of Listed Companies"
and provisions of the Articles and provisions of the Articles
of Association of Air China Limited of Association of Air China Limited
(hereinafter referred to as (hereinafter referred to as
the "Articles of Association"). the "Articles of Association").
--------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
CHAPTER 2 SYSTEM OF SHAREHOLDERS' CHAPTER 2 SYSTEM OF SHAREHOLDERS'
GENERAL GENERAL
MEETINGS MEETINGS
-----------------------------------------
Article 9 The shareholders' general Article 9 The shareholders' general
meeting is classified into the meeting is classified into the
annual general meeting (hereinafter annual general meeting (hereinafter
referred to as "AGM") and extraordinary referred to as "AGM") and extraordinary
general meetings. general meetings.
All shareholders are entitled All shareholders are entitled
to attend the AGMs and extraordinary to attend the AGMs and extraordinary
general meetings. general meetings.
In the circumstances specified In the circumstances specified
in the Articles of Association, in the Articles of Association,
the Company shall convene a class the Company shall convene a class
meeting. Shareholders who holds meeting. Shareholders who holds
a different class of shares are a different class of shares are
deemed to be a different class deemed to be a different class
of shareholders. Except other of shareholders. Except other
classes of shareholders, holders classes of shareholders, holders
of A shares and those of overseas of A shares and those of overseas
listed foreign shares are deemed listed foreign shares are deemed
to be shareholders of different to be shareholders of different
classes, and holders of overseas classes, and holders of overseas
listed foreign shares shall be listed foreign shares shall be
deemed to be the deemed to be the
same class shareholders. same class shareholders.
-----------------------------------------
Article 10 AGMs shall be convened Article 10 AGMs shall be convened
by the board once every year and by the board once every year and
held within six months from the held within six months from the
end of the previous financial end of the previous financial
year. In the event that the Company year. In the event that the Company
is unable to convene an AGM within is unable to convene an AGM within
the period of time mentioned above, the period of time mentioned above,
the Company shall report and explain the Company shall report and explain
the reasons to the relevant local the reasons to the relevant local
office of the China Securities office of the China Securities
Regulatory Commission ("CSRC") Regulatory Commission ("CSRC")
at the place where the Company securities regulatory authority
is located and the stock exchange(s) of the State Council at the place
on which its shares are listed where the Company is located and
for trading and make a public the stock exchange(s) on which
announcement. its shares are listed
for trading and make a public
announcement.
-----------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
Article 12 Rights conferred on Article 12 Rights conferred on
any class of shareholders may any class of shareholders may
not be varied or abrogated save not be varied or abrogated save
with the approval of a special with the approval of a special
resolution of shareholders in resolution of shareholders in
a general meeting in accordance a general meeting in accordance
with the provisions of the Articles with the provisions of the Articles
of Association and by holders of Association and by holders
of shares of that class at a separate of shares of that class at a separate
meeting convened in accordance meeting convened in accordance
with the Articles of with the Articles of
Association. Association.
-----------------------------------------
Article 13 The Company's board Article 12 Article 13 The Company's
of directors, independent directors board of directors, independent
and shareholders who have satisfied directors, and shareholders who
certain conditions (which are have satisfied certain conditions
determined based on such standards (which are determined based on
as promulgated from time to time such standards as promulgated
by the relevant competent authorities) from time to time by the relevant
may publicly solicit the voting competent authorities) or investor
rights from shareholders at a protection agencies established
shareholders' general meeting. in accordance with laws and regulations
In soliciting voting rights of may publicly request the shareholders
shareholders, information such to entrust them to exercise the
as specific voting intention shall proposal rights, voting rights
be sufficiently disclosed to the and other shareholders' rights
shareholders from whom voting on their behalf. The solicitor
rights are being solicited. Consideration shall disclose the soliciting
or de facto consideration for announcement and relevant soliciting
solicitation of voting rights documents in accordance with the
is prohibited. The Company may laws and regulations, and the
not propose any minimum shareholding Company shall cooperate. Consideration
restriction on the solicitation or de facto consideratio n for
of voting rights. Any person who soliciting the shareholders' rights
publicly solicits voting rights publicly is prohibited. may publicly
from the shareholders of the Company solicit the voting rights from
shall also comply with other provisions shareholders at a shareholders'
stipulated by the relevant competent general meeting. In soliciting
authorities and the stock exchanges 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 votin g right s ar e
bein g solicited.
Consideration or de facto consideration
for
-----------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
solicitation of voting rights
is prohibited. The Company may
not propose any minimum shareholding
restriction on the solicitation
of voting rights. Any person who
publicly solicits voting rights
from the shareholders of the Company
to entrust him/her to exercise
the proposal right, voting right
and other shareholders' rights
on their behalf shall also comply
with other provisions stipulated
by the relevant competent authorities
and the stock exchanges on which
the shares of the
Company are listed and traded.
------------------------------------------
CHAPTER 3 FUNCTIONS AND POWERS CHAPTER 3 FUNCTIONS AND POWERS
OF THE SHAREHOLDERS' OF THE SHAREHOLDERS'
GENERAL MEETING GENERAL MEETING
------------------------------------------
Article 16 The powers exercisable Article 15 Article 16 The powers
by a general meeting are as follows: exercisable by a general meeting
are as follows:
......
......
(15) to resolve on the Company's
external guarantees which shall (15) to resolve on the Company's
be approved by a shareholders' external guarantees which shall
general meeting as required under be approved by a shareholders'
laws, administrative regulations general meeting as required under
and the Articles of Association; laws, administrative regulations
, other regulatory documents and
(17) to consider any share incentive the Articles of Association;
schemes;
(17) to consider any share incentive
(18) to resolve on other matters schemes
which, in accordance with laws, and employee share ownership
administrative regulations, departmental plans ;
rules and Articles of Association,
must be approved by a shareholders' (18) to resolve on other matters
general meeting. which, in accordance with laws,
administrative regulations, departmental
A shareholders' general meeting rules other regulatory documents
shall and Articles of
Association, must be approved
by a
------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
exercise its powers within the shareholders' general meeting.
scope stipulated by the Company
Law and the Articles of Association A shareholders' general meeting
and shall not interfere with the shall exercise its powers within
decisions of shareholders regarding the scope stipulated by the Company
their own rights. Law and the Articles of Association
and shall not interfere with the
decisions of shareholders regarding
their own rights.
-------------------------------------------
Article 17 Any external guarantee Article 16 Article 17 Any external
provided by the Company under guarantee provided by the Company
any of the following circumstances under any of the following circumstances
shall be approved by the shareholders' shall be approved by the shareholders'
general meeting after being considered general meeting after being considered
and passed by the board of directors: and passed by the board of directors:
(1) any provision of guarantee, (1) any provision of guarantee,
where the total amount of external where the total amount of external
guarantees provided by the Company guarantees provided by the Company
or its controlled subsidiaries or its controlled subsidiaries
reaches or exceeds 50% of the reaches or exceeds 50% of the
Company's latest audited net assets; Company's latest audited net assets;
(2) provision of guarantee to (2) provision of any guarantee
anyone whose liability-asset ratio after the total amount of the
exceeds 70%; Company's external guarantees
reaches or exceeds 30% of the
(3) provision of a single guarantee Company's latest audited total
whose amount exceeds 10% of the assets; provision of guarantee
Company's latest audited net assets; to anyone whose liability-asset
ratio exceeds 70%;
(4) guarantees to be provided
in favour of any shareholder, (3) provision of guarantee whose
person who exercises effective amount exceeds 30% of the Company's
control over the Company and its latest audited total assets within
affiliates one year; provision of a single
guarantee whose amount exceeds
(5) provision of any guarantee 10% of the Company's latest audited
after the total amount of the net assets;
Company's external guarantees
reaches or exceeds 30% of the (4) provision of guarantee to
anyone whose
-------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
Company's latest audited total liability- asse t ratio exceeds
assets; 70%; guarantees to be provided
in favour of any shareholder,
(6) other guarantee-related matters person who exercises effective
that shall be approved by the control over the Company and its
shareholders' general meeting affiliates;
as stipulated by laws and regulations
and the Articles of Association. (5) provision of a single guarantee
whose amount exceeds 10% of the
Based on the principle of aggregating Company's latest audited net assets;
the total amount of guarantees provision of any guarantee after
for 12 consecutive months, any the total amount of the Company's
external guarantee exceeding 30% external guarantees reaches or
of the Company's latest audited exceeds 30% of the Company's latest
total assets must be passed by audited total assets;
votes representing two-thirds
or more of the voting rights of (6) guarantees to be provided
the shareholders (including their in favour of any shareholder,
proxies) present at the shareholders' person who exercises effective
general meeting. control over the Company and its
affiliates;
(6) (7) other guarantee-related
matters that shall be approved
by the shareholders' general meeting
as stipulated by laws and regulations
and the Articles of Association.
Based on the principle of aggregating
the total amount of guarantees
for 12 consecutive months, any
external guarantee exceeding 30%
of the Company's latest audited
total assets must be passed by
votes representing two-thirds
or more of the voting rights of
the shareholders (including their
proxies) present at the shareholders'
general
meeting.
---------------------------------------
Article 18 Matters which should Article 17 Article 18 Matters
be determined at a shareholders' which should be determined at
general meeting as stipulated a shareholders' general meeting
by the laws, as stipulated by the laws,
administrative regulations and administrative regulations and
these these Articles
---------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
Articles of Association must be of Association must be considered
considered at a shareholders' at a shareholders' general meeting
general meeting in order to protect in order to protect the right
the right of the Company's shareholders of the Company's shareholders
to make decision over such matters. to make decision over such matters.
When necessary or under reasonable When necessary or under reasonable
circumstances, the shareholders' circumstances, the shareholders'
general meeting may authorize general meeting may authorize
the board of directors to make the board of directors to make
a decision within its scope of a decision within its scope of
authorization granted at a shareholders' authorization granted at a shareholders'
general meeting on specific issues general meeting on specific issues
which are related to matters to which are related to matters to
be resolved but cannot be determined be resolved but cannot be determined
immediately at the shareholders' immediately at the shareholders'
general meeting. general 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' general meeting, shareholders' general meeting,
if a matter for authorization if a matter for authorization
is the matter subject to an ordinary is the matter subject to an ordinary
resolution, such authorization resolution, such authorization
shall be adopted by more than shall be adopted by more than
one-half (1/2) of the voting rights half more than one- half (1/2)
held by shareholders (including of the voting rights held by shareholders
their agents) attending the shareholders' (including their agents) attending
general meeting; if a matter for the shareholders' general meeting;
authorization is the matter subject if a matter for authorization
to special resolution, such authorization is the matter subject to special
shall be adopted by more than resolution, such authorization
two-thirds (2/3) of the voting shall be adopted by more than
rights held by shareholders (including two-thirds (2/3) of the voting
their agents) attending the shareholders' rights held by shareholders (including
general meeting. The content of their agents) attending the shareholders'
the scope of authorization shall general meeting. The content of
be clear the scope of authorization
and specific. shall be clear and specific.
--------------------------------------------
CHAPTER 4 CONVENING OF THE SHAREHOLDERS' CHAPTER 4 CONVENING OF THE SHAREHOLDERS'
GENERAL MEETING GENERAL MEETING
--------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
Article 25 Where the supervisory Article 24 Article 25 Where the
committee or shareholders decide supervisory committee or shareholders
to convene a shareholders' general decide to convene a shareholders'
meeting on their own, they shall general meeting on their own,
inform the board of directors they shall inform the board of
in writing and at the same time directors in writing and at the
file the case for the records same time file the case for the
of the local office of the CSRC records of the local office of
of the place where the Company the CSRC securities regulatory
is located and for the records authority of the State Council
of the Shanghai Stock Exchange. of the place where the Company
is located and for the records
The shareholding of the convening of the Shanghai Stock Exchange.
shareholders shall not fall below
10% prior to the announcement The shareholding of the convening
of the resolution passed at the shareholders shall not fall below
shareholders' general meeting. 10% prior to the announcement
of the resolution passed at the
The supervisory committee or convening shareholders' general meeting.
shareholders shall, upon giving
a notice of such meeting and making The supervisory committee or convening
an announcement on the resolution shareholders shall, upon giving
thereof, submit the relevant supporting a notice of such meeting and making
materials to the local office an announcement on the resolution
of the CSRC in the place where thereof, submit the relevant supporting
the Company is located and to materials to the local office
the Shanghai Stock Exchange. of the CSRC securities regulatory
authority of the State Council
in the place where the Company
is located and to the Shanghai
Stock Exchange.
------------------------------------------
CHAPTER 5 MOTIONS IN THE SHAREHOLDERS' CHAPTER 5 MOTIONS IN THE SHAREHOLDERS'
GENERAL MEETING GENERAL MEETING
------------------------------------------
Article 32 Proposals in a general Article 32 Proposals in a general
meeting regarding the following meeting regarding the following
shall be deemed to be a variation shall be deemed to be a variation
or abrogation of the rights of or abrogation of the rights of
certain class shareholder and certain class shareholder and
the board shall submit the same the board shall submit the same
to a class shareholders' general to a class shareholders' general
meeting for review: meeting for review:
(1) to increase or decrease the (1) to increase or decrease the
number of number of
------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
shares of such class, or to increase shares of such class, or to increase
or decrease the number of shares or decrease the number of shares
of a class having voting rights, of a class having voting rights,
distribution rights or other privileges distribution rights or other privileges
equal or superior to those of equal or superior to those of
the shares of such class; the shares of such class;
(2) to change all or part of the (2) to change all or part of the
shares of such class into shares shares of such class into shares
of another class or to change of another class or to change
all or part of the shares of another all or part of the shares of another
class into shares of that class class into shares of that class
or to grant relevant conversion or to grant relevant conversion
rights; rights;
(3) to cancel or reduce rights (3) to cancel or reduce rights
to accrued dividends or cumulative to accrued dividends or cumulative
dividends attached to shares of dividends attached to shares of
such class; such class;
(4) to reduce or cancel rights (4) to reduce or cancel rights
attached to the shares of such attached to the shares of such
class to preferentially receive class to preferentially receive
dividends or to preferentially dividends or to preferentially
receive distributions of assets receive distributions of assets
in a liquidation of the Company; in a liquidation of the Company;
(5) to add, cancel or reduce share (5) to add, cancel or reduce share
conversion rights, options, voting conversion rights, options, voting
rights, transfer rights, pre- rights, transfer rights, pre-
emptive placing rights, or rights emptive placing rights, or rights
to acquire securities of the Company to acquire securities of the Company
attached to the shares of such attached to the shares of such
class; class;
(6) to cancel or reduce rights (6) to cancel or reduce rights
to receive payments made by the to receive payments made by the
Company in a particular currency Company in a particular currency
attached to the shares of such attached to the shares of such
class; class;
(7) to create a new class of shares (7) to create a new class of shares
with voting rights, distribution with voting rights, distribution
rights or other privileges equal rights or other privileges equal
or superior to those of the or superior to those of the
-----------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
shares of such class; shares of such class;
(8) to restrict the transfer or (8) to restrict the transfer or
ownership of the shares of such ownership of the shares of such
class or to impose additional class or to impose additional
restrictions; restrictions;
(9) to issue rights to subscribe (9) to issue rights to subscribe
for, or to convert into, shares for, or to convert into, shares
of such class or another class; of such class or another class;
(10) to increase the rights and (10) to increase the rights and
privileges of the shares of another privileges of the shares of another
class; class;
(11) to restructure the Company (11) to restructure the Company
in such a way as to cause shareholders in such a way as to cause shareholders
of different classes to bear liabilities of different classes to bear liabilities
disproportionately during the disproportionately during the
restructuring; restructuring;
(12) to amend or abrogate the (12) to amend or abrogate the
provisions of Chapter 9 of the provisions of Chapter 9 of the
Articles of Association "Special Articles of Association "Special
Procedures for Voting by a Class Procedures for Voting by a Class
of of
Shareholders". Shareholders".
------------------------------------------
Article 33 Where the Company Article 31 Article 33 Where the
removes or discontinues the appointment Company removes or discontinues
of an accounting firm, prior notice the appointment of an accounting
shall be given 10 days in advance firm, prior notice shall be given
to the accounting firm. The accounting 10 days in advance to the accounting
firm shall have the right to give firm. The accounting firm shall
opinions at the general meeting. have the right to give opinions
Where an accounting firm tenders at the general meeting. Where
its resignation, an explanation an accounting firm tenders its
shall be given to the shareholders' resignation, an explanation shall
general meeting as to whether be given to the shareholders'
there is anything that is improper. general meeting as to
whether there is anything that
is improper.
------------------------------------------
Article 35 Procedures for nomination Articl e 33 Articl e 35 Procedures
of independent directors are as for nomination of independent
follows: directors are as follows:
(1) An independent director candidate
may
------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
be nominated by the board of directors, (1) An independent director candidate
the supervisory committee, or may be nominated by the board
shareholder(s) individually or of directors, the supervisory
collectively holding 1% or more committee, or shareholder(s) individually
of the total number of shares or collectively holding 1% or
carrying the right to vote, and more of the total number of shares
shall be appointed by election carrying the right to vote, and
at a shareholders' general meeting shall be appointed by election
of the Company. at a shareholders' general meeting
of the Company. Investor protection
(2) The party nominating an independent agencies legally established may
director candidate shall have publicly request shareholders
obtained the nominee's consent to appoint them to exercise th
prior to the nomination, and shall e right to nominate independent
be fully aware of such particulars directors on their behalf.
of the nominee including his occupation,
academic qualification, professional (2) The party nominating an independent
title, detailed work experience director candidate shall have
and all information regarding obtained the nominee's consent
his positions held concurrently prior to the nomination, and shall
and be responsible for providing be fully aware of such particulars
to the Company such particulars of the nominee including his occupation,
in written form and also the nominating academic qualification, professional
party's opinion in relation to title, detailed work experience
the nominee's qualification as and , all information regarding
an independent director and his his positions held concurrently
independence. The nominee shall and any adverse records such as
make a public announcement in gross dishonesty, and be responsible
accordance with such requirements for providing to the Company such
stating that there exists no relationship particulars in written form and
between the Company and him that also the nominating party's opinion
affects his independent and objective in relation to the nominee's qualification
judgment. Prior to the general as an independent director and
meeting convened for the election his independence. The nominee
of the independent director(s), shall make a public announcement
the Company shall announce the in accordance with such requirements
abovementioned in accordance with stating that there exists no relationship
the relevant requirements. between the Company and him that
affects his independent and objective
(3) Before the shareholders' general judgment. Prior to the general
meeting for the election of the meeting convened for the election
independent directors, if required of the independent director(s),
under any applicable laws, regulations the Company shall
and/or the relevant listing rules, announce the abovementioned in
accordance
--------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
the Company shall, in accordance with the relevant requirements.
with such requirements, submit
the relevant materials concerning (3) Before the shareholders' general
all the nominees to the securities meeting for the election of the
regulatory authority of the State independent directors, if required
Council and/ or its external authority under any applicable laws, regulations,
and the stock exchange(s) on which other regulatory documents and/or
the Company's shares are listed the relevant listing rules, the
and traded. If the board of directors Company shall, in accordance with
disputes the particulars pertaining such requirements, submit the
to the nominee, it shall also relevant materials concerning
submit its written opinion to all the nominees to the securities
the relevant authorities. regulatory authority of the State
Council and/ or its external authority
(4) The above securities regulatory and the stock exchange(s) on which
authorities will verify the qualifications the Company's shares are listed
and degrees of independence of and traded. If the board of directors
the nominees for independent directors disputes the particulars pertaining
within each of its stipulated to the nominee, it shall also
period. Any nominees objected submit its written opinion to
to by the securities regulatory the relevant authorities.
authorities of the State Council
may be treated as a nominee for (4) The above securities regulatory
executive director instead of authorities will verify the qualifications
independent director. When a general and degrees of independence of
meeting is convened to elect independent the nominees for independent directors
directors, the board shall make within each of its stipulated
a statement on whether the securities period. Any nominees objected
regulatory authorities of the to by the securities regulatory
State Council have any objection authorities of the State Council
against the nominations. may be treated as a nominee for
executive director instead of
independent director. When a general
meeting is convened to elect independent
directors, the board shall make
a statement on whether the securities
regulatory authorities of the
State Council have any objection
against the
nominations.
---------------------------------------------------
CHAPTER 6 NOTICE OF CHAPTER 6 NOTICE OF
THE SHAREHOLDERS' GENERAL MEETING THE SHAREHOLDERS' GENERAL MEETING
---------------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
Article 37 Where the Company Article 35 Article 37 Where the
convenes an annual general meeting, Company convenes an annual general
a written notice of the meeting meeting, a written notice of the
shall be given to the shareholders meeting shall be given to the
entitled to attend this general shareholders entitled to attend
meeting 20 days prior to the date this general meeting 20 days prior
of the meeting. Where the Company to the date of the meeting. Where
convenes an extraordinary general the Company convenes an extraordinary
meeting, a written notice of the general meeting, a written notice
meeting shall be given to the of the meeting shall be given
shareholders entitled to attend to the shareholders entitled to
this general meeting 15 days prior attend this general meeting 15
to the date of the meeting. days prior to the date of the
meeting.
If it is otherwise provided in
the laws, administrative regulations, If it is otherwise provided in
departmental rules and the securities the laws, administrative regulations,
regulatory authorities or stock other regulatory documents departmental
exchanges in the jurisdictions rules and the securities regulatory
where the shares of the Company authorities or stock exchanges
are listed, such requirements in the jurisdictions where the
shall prevail. shares of the Company are listed,
such requirements shall prevail.
The notice of a general meeting
shall be delivered to shareholders The notice of a general meeting
(whether or not they are entitled shall be delivered to shareholders
to vote at the general meeting) (whether or not they are entitled
by hand or by pre-paid mail to to vote at the general meeting)
their addresses as shown in the by way of public announcement
register of shareholders. or other ways as prescribed in
Article 212 of the Articles of
For holders of A shares, the notice Association. Notices delivered
of the shareholders' meeting may by way of public announcement
be announced in the form of public are deemed to be received by all
notices. The said public notices relevant partie s as soon as the
shall be published in one or more public announcement is published.
newspaper(s) designated by the The notice of a general meeting
securities regulatory authorities shall be delivered to shareholders
of the State Council. Once the (whether or not they are entitled
announcement is made, all holders to vote at the general meeting)
of A shares shall be deemed to by hand or by pre-paid mail to
have received their addresses as shown in the
the notice of the relevant general register of shareholders.
meeting.
-----------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
For holders of A shares, the notice
For holders of overseas listed of the shareholders' meeting may
foreign shares, the notice of be announced in the form of public
the shareholders' meeting may, notices. The said public notices
subject to the laws, regulations shall be published in one or more
and the relevant listing rules newspaper(s) designated by the
of the jurisdictions where the securities regulatory authorities
Company's shares are listed, be of the State Council. Once the
delivered in other forms as prescribed announcement is made, all holders
in Article 231 of the Articles of A shares shall be deemed to
of Association have received the notice of the
relevant general meeting.
Unless otherwise required by applicable
laws, the duration aforesaid is For holders of overseas listed
inclusive of the date on which foreign shares, the notice of
the notice is issued and exclusive the shareholders' meeting may,
of the date of the general meeting. subject to the laws, regulations
and the relevant listing rules
of the jurisdictions where the
Company's shares are listed, be
delivered in other forms as prescribed
in Article 231 of the Articles
of Association
Unless otherwise required by applicable
laws, the duration aforesaid is
inclusive of the date on which
the notice is issued and
exclusive of the date of the general
meeting.
-----------------------------------------
Article 38 The notice of a class Articl e 38 The notice of a class
shareholders' general meeting shareholders' general meeting
shall be delivered only to shareholders shall be delivered only to shareholders
entitled to vote at such meeting. entitled to vote at such meeting.
-----------------------------------------
Article 39 The notice of a general Article 36 Article 39 The notice
meeting shall meet the following of a general meeting shall include
requirements: the following contents:
(1) be in written form; (1) the time, venue and duration
of the meeting;
(2) specifies the venue, date
and time of the meeting; (2) matters and proposals submitted
to the meeting for consideration;
(3) states matters to be discussed
at the meeting;
-----------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
(3) a clear statement: all shareholders
(4) provides shareholders with shal l be entitled to attend the
such information and explanation shareholders' general meeting
as necessary to enable them to and may appoint a proxy in writing
make an informed decision on issues to attend the meeting and vote,
to be discussed; such principle and such proxy need not be a shareholder
includes (but is not limited to) of the Company;
where a proposal is made to merge (4) the relevant date by reference
the Company, to repurchase shares to which shareholders whose name
of the Company, to reorganize appear on the register of members
its share capital or to make any of the Company are entitled to
other reorganization of the Company, attend the general meeting;
detailed conditions of the proposed
transaction shall be provided (5) name and telephone number
together with contracts (if any) of the standing contact person
and the cause and effect of any who is responsible for handling
such proposal shall also be properly the affairs of the meeting;
explained;
(6) voting time and voting procedures
(5) contains a disclosure of the by network or other means.
nature and extent of the material
interests of any director, supervisor, The notice of a general meeting
president, deputy presidents and shall meet the following requirements:
other senior officers in relation
to the issue to be discussed; (1) be in written form;
where, in relation to the issue
to be discussed, the effect on (2) specifies the venue, date
any director, supervisor, president, and time of the meeting;
deputy presidents and other senior
officers in their capacity as (3) states matters to be discussed
shareholders is different from at the meeting;
the effect on other class shareholders,
the difference shall be clearly (4) provide s shareholder s wit
explained; h such information and explanation
as necessary to enable them to
(6) contains the full text of make an informed decision on issues
any special resolution to be proposed to be discussed; such principle
at the meeting; includes (but is not limited to)
where a proposal is made to merge
(7) contains a clear statement the Company, to
that a shareholder entitled to repurchase shares of the Company,
attend and vote at such meeting to
is entitled to appoint one or
more proxies to attend and vote
at such
meeting on his behalf and that
such proxy
------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
need not be a shareholder; reorganize its share capital or
to make any other reorganization
(8) specifies the time and venue of the Company, detaile d condition
for lodging proxy forms for the s o f th e proposed transaction
meeting; shall be provided together with
contracts (if any) and the cause
(9) the relevant date by reference and effect of any such proposal
to which shareholders whose name shall also be properly explained;
appear on the register of members
of the Company are entitled to (5) contains a disclosure of the
attend the general meeting; nature and extent of the material
interests of any director, supervisor,
(10) name and telephone number president, deputy presidents and
of the standing contact person other senior officers in relation
who is responsible for handling to the issue to be discussed;
the affairs of the meeting. where, in relation to the issue
to be discussed, the effect on
any director, supervisor, president,
deputy presidents and other senior
officers in their capacity as
shareholders is different from
the effect on other class shareholders,
the difference shall be clearly
explained;
(6) contains the full text of
any special resolution to be proposed
at the meeting;
(7) contains a clear statement
that a shareholder entitled to
attend and vote at such meeting
is entitled to appoint one or
more proxies to attend and vote
at such meeting on his behalf
and that such proxy need not be
a shareholder;
(8) specifies the time and venue
for lodging proxy forms for the
meeting;
(9) the relevant date by reference
to which shareholders whose name
appear on the register of members
of the Company are
-----------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
entitled to attend the general
meeting;
(10) name and telephone number
of the standing contact person
who is responsible for handling
the affairs of the meeting.
------------------------------------------
Article 37 Where the general
meeting of shareholders intends
to discuss the election of directors
and supervisors, the notice of
the general meeting shall fully
disclose the detailed information
of the candidates for directors
and supervisors, including at
least the following contents:
(1) persona l information such
as educational background, work
experience and part-time jobs;
(2) whether there is any connected
relationship with the Company
or its controlling shareholders
and actual controllers;
(3) disclosing the number of
shares of the Company held;
(4) whether he/she has been penalized
by the securities regulatory authorities
under the State Council and other
relevant departments and disciplined
by the stock
exchange.
------------------------------------------
Article 38 After the notice of
a general meeting has been given,
the general meeting shall not
be postponed or cancelled without
justifiable reasons, and the proposals
specified in the notice of the
general meeting shall not be
cancelled. In
------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
case of any postponement or cancellation,
the convener shall make an announcement
and explain the reasons at least
two workin g day s befor e th
e original
convening date.
------------------------------------------
CHAPTER 7 REGISTRATION FOR THE CHAPTER 7 REGISTRATION FOR THE
SHAREHOLDERS' GENERAL MEETING SHAREHOLDERS' GENERAL MEETING
------------------------------------------
Article 42 The proxy form shall Article 40 Article 42 The proxy
be lodged at the Company's premises form shall be lodged at the Company's
or such other venue as specified premises or such other venue as
in the notice convening the meeting specified in the notice convening
at least 24 hours prior to the the meeting at least 24 hours
time of the relevant meeting at prior to the time of the relevant
which votes are to be cast by meeting at which votes are to
the proxy appointed under the be cast by the proxy appointed
proxy form, or 24 hours prior under the proxy form, or 24 hours
to the scheduled voting time. prior to the scheduled voting
Where the proxy form is signed time. Where the proxy form for
by a person authorized by the voting is signed by a person authorized
principal, the power of attorney by the principal, the power of
or other documents of authorization attorney or other documents of
shall be notarized. The notarized authorization shall be notarized.
power of attorney or other documents The notarized power of attorney
of authorization together with or other documents of authorization
the proxy form shall be lodged together with the proxy form shall
at the Company's premises or such be lodged at the Company's premises
other venue as specified in the or such other venue as specified
notice convening the in the notice convening
meeting. the meeting.
------------------------------------------
CHAPTER 8 REVIEW AND VOTING AT CHAPTER 8 REVIEW AND VOTING AT
THE SHAREHOLDERS' GENERAL MEETING THE SHAREHOLDERS' GENERAL MEETING
------------------------------------------
Article 48 When the Company convenes
a general meeting of shareholders,
all directors, supervisors and
the secretary of the board of
directors shall attend the meeting,
and the president, vice presidents
and other senior officers shall
attend the
meeting and provide explanations
and
------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
clarification s o n th e shareholders'
inquiries and suggestions.
------------------------------------------
Article 54 The convener shall
ensure that the general meeting
is held continuously until the
final resolution is made. If the
genera l meetin g o f shareholder
s is suspended or fails to make
a resolution due to special reasons
such as force majeure, necessary
measures shall be taken to resume
the general meeting of shareholders
as soon as possible or directly
terminate the general meeting
of shareholders, and timely announcement
shall be made. At the same time,
the convener shall report to the
local office of the securities
regulatory authority under the
State Council and the stock
exchange where the Company is
located.
------------------------------------------
Article 57 For proposals to be Article 57 For proposals to be
resolved and included in the agenda resolved and included in the agenda
of a shareholders' meeting, reasonable of a shareholders' meeting, reasonable
discussion time shall be granted discussion time shall be granted
for each proposal before voting. for each proposal before voting.
The chairman of each special committee The chairman of each special committee
under the board of directors shall under the board of directors Independent
answer questions at the general directors shall answer questions
meetings regarding the approval at the general meetings regarding
of connected transactions or any the approval of connected transactions
other transactions that require or any other transactions that
the approval of independent shareholders. require the approval of
independent shareholders.
------------------------------------------
Article 60 Shareholders or proxies Article 60 Shareholders or proxies
may inquire about or make suggestion may inquire about or make suggestion
to a resolution; the chairman to a resolution; the chairman
of the meeting shall, or appoint of the meeting shall, or appoint
any of the directors, supervisors any of the directors, supervisors
or other relevant persons who or other relevant persons who
------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
are present at the meeting, to are present at the meeting, to
provide an answer or explanation provide an answer or explanation
in response to the inquiries. in response to the inquiries.
The chairman of the meeting may The chairman of the meeting may
refuse to answer any inquiries refuse to answer any inquiries
under any of the following circumstances under any of the following circumstances
provided he states the reason: provided he states the reason:
(1) the statement is irrelevant (1) the statement is irrelevant
to the subject; to the subject;
(2) matters inquired about is (2) matters inquired about is
under investigation or is to be under investigation or is to be
investigated; investigated;
(3) trade secrets of the Company (3) trade secrets of the Company
are involved, which may not be are involved, which may not be
disclosed at the shareholders' disclosed at the shareholders'
meeting; meeting;
(4) answering the inquiry will (4) answering the inquiry will
significantly harm the common significantly harm the common
interests of shareholders; interests of shareholders;
(5) there exist other important (5) there exist other important
reasons. reasons.
In reviewing the proposals at In reviewing the proposals at
a shareholders' meeting, no alteration a shareholders' meeting, no alteration
shall be made to the relevant shall be made to the relevant
proposals, otherwise the alteration proposals, otherwise the alteration
shall be deemed to be a new proposal shall be deemed to be a new proposal
and shall not be voted on at that and shall not be voted on at that
shareholders' general meeting. shareholders' general meeting.
------------------------------------------
Article 61 Any vote of shareholders
at a general meeting must be taken
by poll except where the chairman
of the meeting, in good faith,
decides to allow a resolution
which relates purely to a procedural
or administrative matter to be
voted on by a
show of hands.
------------------------------------------
Article 62 In taking a vote on Article 62 Article 63 In taking
the election of a vote on the
directors (excluding the employee election of directors (excluding
representative director) and supervisors, the employee representative director)
the and supervisors, the
------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
shareholders' meeting may adopt shareholders' meeting may adopt
the cumulative voting system in s the cumulative voting system
accordance with the procedures in accordance with the procedures
stipulated in the Articles of stipulated in the Articles of
Association and resolutions of Association and resolutions of
the shareholders' meeting. the shareholders' meeting.
The cumulative voting system referred The cumulative voting system referred
to in the preceding paragraph to in the preceding paragraph
means a system where in the election means a system where in the election
of more than two directors or of more than two directors or
supervisors at a shareholders' supervisors at a shareholders'
meeting, the voting rights carried meeting, the voting rights carried
by each share is equal to the by each share is equal to the
number of the directors or supervisors number of the directors or supervisors
to be elected, and the voting to be elected, and the voting
rights held by a shareholder may rights held by a shareholder may
be used collectively to vote in be used collectively to vote in
favour of one or favour of one or
several candidates. several candidates.
----------------------------------------
Article 64 On a poll, shareholders Article 64 On a poll, shareholders
(including proxies) entitled to (including proxies) entitled to
two or more votes need not cast two or more votes need not cast
all his votes in the same way all his votes in the same way
of affirmative votes or dissenting of affirmative votes or dissenting
votes. votes.
In the event of an equality of In the event of an equality of
votes, the chairman of the meeting votes, the chairman of the meeting
shall be entitled to an additional shall be entitled to an additional
vote. vote.
----------------------------------------
Article 67 Only one of the on-site,
network or other voting methods
may be selected for the same voting
right. In the event of a repeat
voting on the same voting right,
the
result of the first voting shall
prevail.
----------------------------------------
Article 67 The votes on each Article 68 Article 67 The votes
matter under consideration at on each matter under consideration
any shareholders' meeting shall at any shareholders' meeting shall
be counted and scrutinized by be counted and scrutinized by
two shareholder representatives, two shareholder representatives,
one supervisor and one lawyer one supervisor and one lawyer
and the voting results shall be and the voting results shall be
announced on the spot. Connected
----------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
shareholders shall not participate announced on the spot. Connected
in the counting of votes for relevant shareholders shall not participate
connected transaction under consideration. in the counting of votes for relevant
connected transaction under consideration.
Shareholders of the Company or
their proxies who vote through
network or other means shall be
entitled to verify thei r votin
g result s throug h the
corresponding voting system.
--------------------------------------------
Article 69 The closing time of
the on-site shareholders' general
meeting shall not be earlier than
that of network or other means.
The chairman of the meeting shall
announce the voting status and
result of each proposal, and announce
whether the proposal is passed
or not according to the voting
result.
Before the formal announcement
of the voting results, the Company,
counters, scrutineers, substantial
shareholders, network service
providers and other relevant parties
involved in the on-site, network
and other voting methods of the
shareholders' general meeting
shall be obliged to keep the voting
information
confidential.
--------------------------------------------
Article 69 The chairman of the Article 71 Article 69 The chairman
meeting shall be responsible for of the meeting shall be responsible
determining whether a resolution for determining whether a resolution
has been passed pursuant to results has been passed pursuant to results
of votes. His decision, which of votes. His decision, which
shall be final and conclusive, shall be final and conclusive,
shall be announced at the meeting shall be announced at the meeting
and recorded in the minutes. The and recorded in the minutes. The
Company shall announce the resolutions Company shall announce the
of the shareholders' meetings resolutions of the shareholders'
in accordance meetings in
--------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
with applicable laws, regulations accordance with applicable laws,
and the relevant provisions of regulations and the relevant provisions
the stock exchanges on which the of the stock exchanges on which
shares of the Company are listed the shares of the
and traded. Company are listed and traded.
-----------------------------------------
Article 70 Shareholders who attend Article 72 Article 70 Shareholders
the general meeting shall express who attend the general meeting
one of the following opinions shall express one of the following
on the resolutions put to the opinions on the resolutions put
vote: pro, con or abstention. to the vote: ofpro, con or abstention
The declaration made by the securities on the resolutions put to the
registration and clearing agency vote . The declaratio n made by
as the nominal holder of shares the securities registration and
traded through the Shanghai-Hongkong clearing agency as the nominal
Stock Connect scheme on behalf holder of shares traded through
of the actual shareholders shall the Shanghai- Hongkong Stock Connect
be excluded. scheme on behalf of the actual
shareholders shall be excluded.
Any vote which is not completed,
completed wrongly or is illegible, Pursuant to the applicable rules
or votes that are not cast shall governing the listing of securities
be deemed to be abstention by as amended from time to time,
the voter of his voting right, where any shareholder is required
and the voting result of the number to abstain from voting on a resolution,
of shares held by the voter shall or is restricted to only voting
be counted as "abstention". for or against a resolution, any
vote cast by the shareholder or
his/her proxy in breach of such
requirement or restriction shall
not be counted in the voting result.
Any vote which is not completed,
completed wrongly or is illegible,
or votes that are not cast shall
be deemed to be abstention by
the voter of his voting right,
and the voting result of the number
of shares held by the
voter shall be counted as "abstention".
-----------------------------------------
Article 71 Resolutions of a shareholders' Article 73 Article 71 Resolutions
meeting shall be divided into of a shareholders' meeting shall
ordinary be divided into
resolutions and special resolutions. ordinary resolutions and special
resolutions.
-----------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
(I) Ordinary resolutions (I) Ordinary resolutions
Ordinary resolutions shall be Ordinary resolutions shall be
passed by votes exceeding one- passed by votes representing more
half of voting rights represented than half exceeding one- half
by shareholders (including proxies) of voting rights represented by
attending the shareholders' meeting. shareholders (including proxies)
attending the shareholders' meeting.
......
......
(II) Special resolutions
(II) Special resolutions
Special resolutions shall be passed
by votes representing two-thirds Special resolutions shall be passed
or more of voting rights represented by votes representing two-thirds
by shareholders (including proxies) or more of voting rights represented
attending the shareholders' meeting. by shareholders (including proxies)
attending the shareholders' meeting.
The following issues shall be
approved by special resolutions The following issues shall be
at shareholders' meetings: approved by special resolutions
at shareholders' meetings:
(1) increase or reduction in share
capital of the Company and the (1) increase or reduction in share
issue of shares of any class, capital of the Company and the
warrants and other similar securities; issue of shares of any class,
(2) issue of debt securities of warrants and other similar securities;
the Company;
(2) issue of debt securities of
(3) demerger, merger, dissolution, the Company;
liquidation or change of the corporate
form of the Company; (3) demerger, spin-off, merger,
dissolution, liquidation or change
(4) amendments to the Articles of the corporate form of the Company;
of Association;
(4) amendments to the Articles
(5) purchases and disposals of of Association;
major assets by the Company or
guarantees provided by the Company (5) purchases and disposals of
within one year with an amount major assets by the Company or
in excess of 30% of the latest guarantees provided by the Company
audited total within one year with an amount
assets of the Company;
----------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
in excess of 30% of the latest
(6) share incentive scheme; audited total assets of the Company;
(7) any other matter stipulated (6) share incentive scheme;
by laws, administrative regulations, (7) any other matter stipulated
departmental rules, the Articles by laws, administrative regulations,
of Association or confirmed by other regulatory documents departmental
an ordinary resolution at a shareholders' rules, or the Articles of Association
meeting that it may have material or and confirmed by an ordinary
impact on the Company and is required resolution at a shareholders'
to be approved by a special resolution. meeting that it may have material
impact on the Company and is required
to be approved
by a special resolution.
-----------------------------------------
Article 72 Where issues specified Article 72 Where issues specified
in sub- paragraphs (2) to (8), in sub- paragraphs (2) to (8),
(11) to (12) of Article 32 of (11) to (12) of Article 32 of
these Rules are involved, the these Rules are involved, the
affected class shareholders, whether affected class shareholders, whether
or not they are entitled to vote or not they are entitled to vote
at shareholders' meetings originally, at shareholders' meetings originally,
shall have the right to vote at shall have the right to vote at
class meetings. However, interested clas s meetings . However , interested
shareholder(s) shall not be entitled shareholder(s) shall not be entitled
to vote at such class meetings. to vote at such class meetings.
"Interested shareholder(s)" as "Interested shareholder(s)" as
specified in the preceding paragraph specified in the preceding paragraph
refers to: refers to:
(1) in the event of a repurchase (1) in the event of a repurchase
of shares by the Company by way of shares by the Company by way
of a general offer to all shareholders of a general offer to all shareholders
of the Company or by way of public of the Company or by way of public
transactions on a stock exchange transactions on a stock exchange
pursuant to Article 30 of the pursuant to Article 30 of the
Articles of Association, an "interested Articles of Association, an "interested
shareholder" is a controlling shareholder" is a controlling
shareholder within the meaning shareholder within the meaning
of Article 60 of the Articles of Article 60 of the Articles
of Association; of Association;
(2) in the event of a repurchase (2) in the event of a repurchase
of shares by the Company by way of shares by the Company by way
of an off-market agreement pursuant of an off-market agreement pursuant
to Article 30 of the to Article 30 of the
-----------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
Articles of Association, an "interested Articles of Association, an "interested
shareholder" is a shareholder shareholder" is a shareholder
related to such agreement; related to such agreement;
(3) in the event of a reorganization (3) in the event of a reorganization
scheme of the Company, an "interested scheme of the Company, an "interested
shareholder" is a shareholder shareholder" is a shareholder
who assumes a relatively less who assumes a relatively less
proportion of obligation than proportion of obligation than
that of any other shareholder that of any other shareholder
of that class or who has an interest of that class or who has an interest
different from that of any other different from that of any other
shareholder of that class. shareholder of that class.
-----------------------------------------
Article 73 Resolutions of a class Articl e 73 Resolution s of a
shareholders' meeting shall be class shareholders' meeting shall
approved by shares representing be approved by shares representing
two-thirds or more of the voting two-thirds or more of the voting
rights of shareholders of that rights of shareholders of that
class present at the meeting in class present at the meeting in
accordance with Article 72 of accordance with Article 72 of
these Rules. these Rules.
Pursuant to the applicable rules Pursuant to the applicable rules
governing the listing of securities governing the listing of securities
as revised from time to time, as revised from time to time,
when any shareholder is obliged when any shareholder is obliged
to abstain from voting on a proposal to abstain from voting on a proposal
at a class meeting or when any at a class meeting or when any
shareholder is restricted to vote shareholder is restricted to vote
in favor of or against a proposal in favor of or against a proposal
at a class meeting, any vote of at a class meeting, any vote of
such shareholder or its proxy such shareholder or its proxy
which violates the relevant requirement which violates the relevant requirement
or restriction shall not be counted or restriction shall not be counted
in the voting result. in the voting result.
Special voting procedures for Specia l voting procedures for
class shareholders shall not apply class shareholder s shall not
in the following circumstance: apply in the following circumstance:
(1) with the approval by special (1) with the approval by special
resolution at a shareholders' resolution at a shareholders'
general meeting, the Company issues general meeting, the Compan y
either A shares or issue s eithe r A share s or
-----------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Shareholders' (Note: if no markup is shown,
Meeting (December 2021) it means that no amendment has
been made)
overseas- listed foreign shares overseas- listed foreign shares
and both of them at an interval and both of them at an interval
of 12 months, and the respective of 12 months, and the respective
number of the proposed A shares number of the proposed A shares
and overseas-listed foreign shares and overseas-listed foreign shares
does not exceed 20% of the existing does not exceed 20% of the existing
issued shares of that class; or issued shares of that class; or
(2) the Company's plan to issue (2) the Company's plan to issue
A shares and overseas- listed A shares and overseas- listed
foreign shares during its establishment foreign shares during its establishment
is completed within 15 months is completed within 15 months
of the approval by the securities of the approval by the securities
regulatory authority under the regulatory authority under the
State Council. State Council.
-----------------------------------------
Note: Save as the table above, if the serial numbering of the
articles is changed due to the addition, deletion or re-arrangement
of certain articles, the serial numbering of the articles of these
Rules and Procedures of Shareholders' Meetings as so amended shall
be changed accordingly, including those referred to in cross
references.
The proposed amendments to the Rules and Procedures of
Shareholders' Meetings are prepared in the Chinese language and the
English version is therefore a translation only. In the event of
any discrepancy between the English translation and the Chinese
version of the Rules and Procedures of Shareholders' Meetings, the
Chinese version shall prevail.
Set out below are the details of the proposed amendments to the
Rules and Procedures of Meetings of the Board. The revisions have
been underlined (if applicable) for the convenience of perusal.
AIR CHINA LIMITED
COMPARATIVE TABLE OF THE AMMENTS TO THE RULES AND PROCEDURES OF
MEETINGS OF THE BOARD
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of (Note: If there is no mark-up,
the Board it means no amendment)
(December 2021)
CHAPTER 1 GENERAL PROVISIONS CHAPTER 1 GENERAL PROVISIONS
----------------------------------------------
Article 1 In order to regularize Article 1 In order to regularize
the operational procedure of the the operational procedure of the
board of directors (hereinafter board of directors (hereinafter
referred as to the "board of directors") referred as to the "board of directors")
of Air China Limited (hereinafter of Air China Limited (hereinafter
referred to as the "Company") referred to as the "Company")
and to ensure the working efficiency and to ensure the working efficiency
and the scientific strategic decision-making and the scientific strategic decision-making
of the board of directors, these of the board of directors, these
Rules are formulated in accordance Rules are formulated in accordance
with the "Company Law of the People's with the "Company Law of the People's
Republic of China" (hereinafter Republic of China" (hereinafter
referred to as the "Company Law"), referred to as the "Company Law"),
"Mandatory Provisions for the "Mandatory Provisions fo r th
Articles of Association of Companies e Article s o f Associatio n of
Listing Overseas", "Guide to Articles Companies Listing Overseas", "Guide
of Association of Listed Companies", to Articles of Association of
"Standards for the Governance Listed Companies", "Standards
of Listed Companies" and other for the Governance of Listed Companies"
relevant laws and regulations and other relevant laws and regulations
and the "Articles of Association and the "Articles of Association
of Air China Limited" (hereinafter of Air China Limited" (hereinafter
referred to as the "Articles of referred to as the "Articles of
Association"). Association").
----------------------------------------------
Article 2 As authorized by the Article 2 As authorized by the
general meeting, the board of general meeting, the board of
directors shall be responsible directors shall be responsible
for the operation and management for the operation and management
of the Company's assets, and acts of the Company's assets, and acts
as central business decision-making as central business decision-making
body that is accountable to the body that is accountable to the
general general
----------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of (Note: If there is no mark-up,
the Board it means no amendment)
(December 2021)
meeting. meeting.
The board of directors shall uphold The board of directors shall uphold
the leading role of the Party the leading role of the Party
Committee in setting the right Committee in setting the right
direction, keeping in mind the direction, keeping in mind the
big picture, promoting the implementation big picture, ensuring promoting
of Party policies and principles. the implementation of Party policies
Matters relating to major operation and principles. Matters relating
and management of the Company to major operation and management
shall be first submitted to the of the Company shall be first
Party submitted to the Party
Committee for pre-study and discussion. Committee for pre-study and discussion.
-------------------------------------------
CHAPTER 2 FORMATION AND COMMITTEES CHAPTER 2 FORMATION AND COMMITTEES
OF THE BOARD OF THE BOARD
-------------------------------------------
Article 8 In accordance with Article 8 In accordance with
relevant resolutions of the shareholders' relevant resolutions of the shareholders'
general meeting, the board of general meeting, the board of
directors shall establish a strategy directors shall establish special
and investment committee, an audit committees such as a strategy
and risk management committee and investment committee, an audit
(the supervision committee), a and risk management committee
nomination and remuneration committee, (the supervision committee), a
an aviation safety committee and nomination committee, a nomination
other special committees. and remuneration and appraisal
committee, and an aviation safety
These special committees shall committee an d other special committees.
consider specific matters and
provide their opinions and advice These special committees shall
as a reference for the board's consider specific matters and
decision making based on the proposals provide their opinions and advice
made by the board of directors, as a reference for the board's
the chairman of the board of directors decision making based on the proposals
and the recommendations from the made by the board of directors,
president. the chairman of the board of directors
and the recommendations from the
The members' composition, duties president.
and responsibilities, and procedures
of each special committee of the The members' composition, duties
board of directors are specifically and
determined according to the responsibilities, and procedures
terms of reference of each special of each special committee of the
committee, board of directors
-------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of (Note: If there is no mark-up,
the Board it means no amendment)
(December 2021)
which are formulated by the board are specifically determined according
of directors. to the terms of reference of each
special committee, which are formulated
by the board of directors.
Independent directors shall convene
special meetings on a regular
or irregular basis to review relevant
matters stipulated in laws, regulations,
other regulatory document s an
d th e Article s of Association.
Other matters of the Company may
also be investigated and discussed
as required at the special
meetings of independent directors.
--------------------------------------------
CHAPTER 3 FUNCTIONS AND CHAPTER 3 FUNCTIONS AND
POWERS OF THE BOARD OF DIRECTORS POWERS OF THE BOARD OF DIRECTORS
--------------------------------------------
Article 9 The board of directors Article 9 The board of directors
is responsible to the shareholders' is responsible to the shareholders'
general meeting for formulating general meeting for formulating
strategies, making decisions and strategies, making decisions and
preventing risks and shall exercise preventing risks and shall exercise
the following duties and powers the following duties and powers
in accordance with statutory procedures in accordance with statutory procedures
and the Articles of Association: and the Articles of Association:
...... ......
(8) to decide on the matters such (8) to decide on the matters such
as external investments, acquisition as external investments, acquisition
and disposal of assets, mortgages and disposal of assets, mortgages
on assets, entrusted wealth management on assets, entrusted wealth management
and connected transactions of , and connected transactions,
the Company within the authority and external donation of the Company
granted by the shareholders'general within the authority granted by
meeting; the shareholders'general meeting;
...... ......
--------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of (Note: If there is no mark-up,
the Board it means no amendment)
(December 2021)
(9) to decide on the external (9) to decide on the external
guarantees other than those required guarantees other than those required
to be approved by the shareholders' to be approved by the shareholders'
general meetings according to general meetings according to
laws, administrative regulations laws, administrative regulations
and the Articles of Association; , other regulatory documents and
the Articles of Association;
......
......
(20) to exercise other functions
and powers as stipulated by laws, (20) to exercise other functions
regulations or the Articles of and powers as stipulated by laws,
Association and granted by the regulations, other regulatory
shareholders' general meeting. documents and or the Articles
of Association and granted by
the
shareholders' general meeting.
-----------------------------------------
Article 10 Any matters in relation Article 10 Any matters in relation
to the provision of external guarantee to the provision of external guarantee
by the Company shall be considered by the Company shall be considered
and approved by the board of directors. and approved by the board of directors.
The following matters shall be The following matters shall be
approved by the shareholders' approved by the shareholders'
general meeting after being considered general meeting after being considered
by the board of directors: by the board of directors:
(1) provision of external guarantee (1) provision of external guarantee
after the total amount of the after the total amount of the
external guarantees provided by external guarantees provided by
the Company or its subsidiaries the Company or its subsidiaries
reaches or exceeds 50% of the reaches or exceeds 50% of the
most recent audited net assets; most recent audited net assets;
(2) provision of guarantee to (2) provision of any guarantee
any entity whose gearing ratio after the total amount of the
exceeds 70%; external guarantees of the Company
exceeds 30% of the most recent
(3) provision of a single guarantee audited total assets provision
the of guarantee to any entity whose
amount of which exceeds 10% of gearing ratio
the most recent audited net assets; exceeds 70% ;
-----------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of (Note: If there is no mark-up,
the Board it means no amendment)
(December 2021)
(4) provision of guarantee to (3) provision of guarantee by
shareholders, actual controllers the Company within one year which
and their related parties; exceeds 30% of the most recent
audited total assets of the Company
(5) provision of any guarantee provision of a single guarantee
after the total amount of the the amount of which exceeds 10%
external guarantees of the Company of the most recent audited net
reaches or exceeds 30% of the assets ;
latest audited total assets of
the Company; (4) provision of guarantee to
any entity whose gearing ratio
(6) other guarantee-related matters exceeds 70% provision of guarantee
that shall be approved by the to shareholders, actual controllers
shareholders' general meeting and their related parties ;
as stipulated by laws and regulations
and the Articles of Associations. (5) provision of a single guarantee
with the amount of which exceeds
10% of the most recent audited
net assets provision of any guarantee
after the total amount of the
external guarantees of the Company
reaches or exceeds 30% of the
latest audited total assets of
the Company ;
(6) provision of guarantee to
shareholders, actual controllers
and their related parties;
(7) other guarantee-related matters
that shall be approved by the
shareholders' general meeting
as stipulated by laws and regulations
and the Articles of Associations.
------------------------------------------
CHAPTER 4 RULES FOR BOARD MEETINGS CHAPTER 4 RULES FOR BOARD MEETINGS
------------------------------------------
Article 20 In the event that Article 20 In the event that
any director has consecutively any director has consecutively
failed to be present in person failed to be present in person
at any board meeting twice, nor at any board meeting twice, nor
authorized another director to authorized another director to
be present at the board meeting be present at the board meeting
on his behalf, he shall be considered on his behalf, he shall be considered
unable to fulfill his responsibilities unable to fulfill his responsibilities
as a as a
------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of (Note: If there is no mark-up,
the Board it means no amendment)
(December 2021)
director, and the board of directors director, and the board of directors
shall accordingly suggest the shall accordingly suggest the
shareholders' general meeting shareholders' general meeting
making a replacement. making a replacement.
The board of directors shall propose The board of directors shall propose
to the shareholders' general meeting to the shareholders' general meeting
to replace any independent director to replace any independent director
who has not been present in person who has not been present in person
consecutively at board consecutively at board
meeting for three times. meeting for three times.
---------------------------------------------
CHAPTER 5 PROPOSED RESOLUTIONS CHAPTER 5 PROPOSED RESOLUTIONS
OF BOARD MEETINGS OF BOARD MEETINGS
---------------------------------------------
Article 22 The secretary to the Article 22 The secretary to the
board of directors shall be responsible board of directors shall be responsible
for compiling the proposed resolutions for compiling the proposed resolutions
to be considered at the board to be considered at the board
meeting. Any person proposing meeting. Any person proposing
the resolution shall submit such the resolution shall submit such
proposed resolutions and the relevant proposed resolutions and the relevant
explanatory materials to the secretary explanatory materials to the secretary
to the board of directors 5 days to the board of directors 5 days
before the date of notice convening before the date of notice convening
the board meeting. Proposed resolutions the board meeting. Proposed resolutions
in relation to major connected in relation to major connected
transactions (as determined on transactions (as determined on
the criteria promulgated by the the criteria promulgated by the
relevant regulatory authorities relevant regulatory authorities
from time to time) which are subject from time to time) which are subject
to approval by the board of directors to approval by the board of directors
or the shareholders at the shareholders' or the shareholders at the shareholders'
general meeting and proposed resolutions general meeting and proposed resolutions
of appointment or dismissal of of appointment or dismissal of
accounting firms shall first be accounting firms shall first be
approved by majority of the independent approved by majority of the independent
directors. The relevant materials directors. The relevant materials
shall be submitted to the chairman shall be submitted to the chairman
of the board of directors or the of the board of directors or the
convener of the board meeting convener of the board meeting
after such materials being compiled after such materials being compiled
by the secretary to the board by the secretary to the board
of directors who shall set out of directors who shall set out
the time, place the time, place
and agenda of the meeting. and agenda of the meeting.
---------------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of (Note: If there is no mark-up,
the Board it means no amendment)
(December 2021)
CHAPTER 7 CONSIDERING AND VOTING CHAPTER 7 CONSIDERING AND VOTING
ON PROPOSED ON PROPOSED
RESOLUTIONS RESOLUTIONS
----------------------------------------
Article 33 The following matters
shall be submitted to the board
of directors for consideration
after being approved by mor e
than half of all independent directors
of the Company:
(1) related transactions which
shall be discloseable;
(2) changes in or waivers of
commitments by the Company and
related parties;
(3) decisions and measures taken
by the board of directors of the
acquired compan y in connection
with the acquisition;
(4) other matters stipulated
by laws,
administrativ e regulations and
the Articles of Association.
----------------------------------------
Article 33 The independent directors Article 34 Article 33 Independent
shall give their independent opinions directors shall express their
to the board of directors or the independent opinions on matters
shareholders' general meeting which may impair the rights and
on the following matters: interests of the Company or minority
shareholders.
(1) the nomination, appointment
and removal of any director; The independent opinions issued
by independent directors on major
(2) the appointment and removal matters shall at least include
of any senior officer; the following content:
(3) the remuneration of the directors
and senior management of the Company; (1) basic information on major
matters;
(2) the basis for expressing
opinions,
----------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of (Note: If there is no mark-up,
the Board it means no amendment)
(December 2021)
(4) substantial money transfers including the procedures performed,
(as determined in accordance with the documents verifed and the
the rules promulgated from time contents of on- site inspection,
to time) between the Company and etc.;
shareholders, actual controllers
and connected enterprise; (3) the legality and compliance
of material matters;
(5) profit distribution plans
proposed to the board of directors (4) the impact on the rights
for consideration; and interests of the Company and
minority shareholders, the possible
(6) distribution plans of the risks and the effectiveness of
cash dividends that the board the measures adopted by the Company;
of directors has not made;
(5) expression of conclusive
(7) issues that the independent opinions. If a qualified opinion,
directors consider possible to objection or disclaimer of opinion
impair on the rights and interest is raised on a material matter,
of minority shareholders; the relevant independent directors
shall clearly explain the reasons
(8) other matters so stipulated and obstacles for not providing
by applicable laws, regulations, an opinion.
department rules or the Articles
of Association. The independent directors shall
sign and confirm their independent
An independent director shall opinions issued, and report the
provide his comments by way of: above opinions to the board of
agreeing; reserving his opinion directors in a timely manner and
with reasons; objecting with reasons; disclose the same together with
or expressing his view as not the relevant announcements of
being able to provide his comments the Company.
and the reason.
The independent directors shall
When the relevant issues are of give their independent opinions
those required to be disclosed, to the board of directors or the
opinions of independent directors shareholders' general meeting
shall be published by announcement on the following matters:
by the Company. In addition, if
the independent directors have (1) the nomination, appointment
different opinions and cannot and removal of any director;
come to an agreement, their opinions
shall be disclosed respectively (2) the appointment and removal
by the board of directors. of any senior officer;
--------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of (Note: If there is no mark-up,
the Board it means no amendment)
(December 2021)
(3) the remuneration of the directors
and senior management of the Company;
(4) substantial money transfers
(as determined in accordance with
the rules promulgated from time
to time) between the Company and
shareholders, actual controllers
and connected enterprise;
(5) profit distribution plans
proposed to the board of directors
for consideration;
(6) distribution plans of the
cash dividends that the board
of directors has not made;
(7) issues that the independent
directors consider possible to
impair on the rights and interest
of minority shareholders;
(8) other matters so stipulated
by applicable laws, regulations,
department rules or the Articles
of Association.
An independent director shall
provide his comments by way of:
agreeing; reserving his opinion
with reasons; objecting with reasons;
or expressing his view as not
being able to provide his comments
and the reason.
When the relevant issues are of
those required to be disclosed,
opinions of independent directors
shall be published by announcement
by the Company. In addition, if
the independent directors have
different
opinions and cannot come to an
agreement,
---------------------------------------
Existing Articles of the Rules Revised Articles
and Procedures of Meetings of (Note: If there is no mark-up,
the Board it means no amendment)
(December 2021)
their opinions shall be disclosed
respectively by the board of directors.
-----------------------------------------
Article 37 Each director has Article 38 Article 37 When the
one vote. In the case of equal board of directors are considering
division of affirmative and dissenting the proposals, E e ach director
votes, the chairman of the board has one vote. In the case of equal
of directors is entitled to a division of affirmative and dissenting
casting vote. votes, the chairman of the board
of directors
is entitled to a casting vote.
-----------------------------------------
Article 41 When the board passes Article 41 When the board passes
a resolution on a related party a resolution on a related party
transaction of the Company, independent transaction of the Company, independent
opinions shall be given by the opinions shall be given by the
independent directors as independent directors as
required. required.
-----------------------------------------
Note: save as the table above, if the serial numbering of the
articles is changed due to the addition, deletion or re-arrangement
of certain articles, the serial numbering of the articles of the
Rules and Procedures of Meetings of the Board as so amended shall
be changed accordingly, including those referred to in cross
references.
The proposed amendments to the Rules and Procedures of Meetings
of the Board are prepared in the Chinese language and the English
version is therefore a translation only. In the event of any
discrepancy between the English translation and the Chinese version
of the Rules and Procedures of Meetings of the Board, the Chinese
version shall prevail.
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stock Code: 00753)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVENthat an extraordinary general meeting (the
"EGM") of Air China Limited (the "Company") will be held at 11:00
a.m. on Thursday, 26 October 2023 at The Conference Room C713, No.
30, Tianzhu Road, Airport Industrial Zone, Shunyi District,
Beijing, the PRC to consider and, if thought fit, to pass the
following resolutions. Unless otherwise indicated, capitalised
terms used herein shall have the same meaning as those defined in
the circular of the Company dated 11 September 2023 (the
"Circular").
Special Resolutions
1. To consider and approve the proposed amendments to the
Articles of Association as set out in Appendix I to the
Circular.
2. To consider and approve the proposed amendments to the Rules
and Procedures of Shareholders' Meetings as set out in Appendix II
to the Circular.
3. To consider and approve the proposed amendments to the Rules
and Procedures of Meetings of the Board as set out in Appendix III
to the Circular.
By Order of the Board
Air China Limited
Huang Bin Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 11 September 2023
As at the date of this notice, the directors of the Company are
Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr. Patrick
Healy, Mr. Xiao Peng, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin*
and Ms. Winnie Tam Wan-chi*.
* Independent non-executive director of the Company
Notes:
1. Closure of register of members
Holders of H Shares of the Company are advised that the register
of members of the Company will close from Friday, 20 October 2023
to Thursday, 26 October 2023 (both days inclusive), during which
time no transfer of any H Shares will be effected. In order to
qualify for attendance and voting at the EGM, holders of H Shares
must lodge all documents of transfer with the Company's H Share
registrar in Hong Kong, Computershare Hong Kong Investor Services
Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road
East, Wanchai, Hong Kong, by 4:30 p.m. on Thursday, 19 October
2023.
H Shareholders whose names appear on the register of H
Shareholders of the Company at the close of business on Thursday,
19 October 2023 are entitled to attend and vote at the EGM.
2. Proxy
Every shareholder who has the right to attend and vote at the
EGM is entitled to appoint one or more proxies, whether or not they
are members of the Company, to attend and vote on his/her behalf at
the EGM.
A proxy shall be appointed by an instrument in writing. Such
instrument shall be signed by the appointor or his attorney duly
authorised in writing. If the appointer is a legal person, then the
instrument shall be signed under a legal person's seal or signed by
its director or an attorney duly authorised in writing. The
instrument appointing the proxy shall be deposited at the Company's
H Share registrar for holders of H Shares not less than 24 hours
before the time specified for the holding of the EGM (or any
adjournment thereof). If the instrument appointing the proxy is
signed by a person authorised by the appointer, the power of
attorney or other document of authority under which the instrument
is signed shall be notarised. The notarised power of attorney or
other document of authority shall be deposited together and at the
same time with the instrument appointing the proxy at the Company's
H Share registrar.
3. Other businesses
(i) The EGM is expected to last for no more than half a working
day. Shareholders and their proxies attending the meeting shall be
responsible for their own traveling and accommodation expenses.
(ii) The address of Computershare Hong Kong Investor Services Limited is: 17M Floor
Hopewell Centre
183 Queen's Road East Wanchai
Hong Kong
Tel No.: (852)2862 8628
Fax No.: (852)2865 0990
AIR CHINA LIMITED
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stock Code: 00753)
NOTICE OF H SHAREHOLDERS' CLASS MEETING
NOTICE IS HEREBY GIVENthat a class meeting of H Shareholders
(the "H Shareholders' Class Meeting") of Air China Limited (the
"Company") will be held at 11:00
a.m. on Thursday, 26 October 2023 at The Conference Room C713,
No. 30, Tianzhu Road, Airport Industrial Zone, Shunyi District,
Beijing, the PRC to consider and, if thought fit, to pass the
following resolutions. Unless otherwise indicated, capitalised
terms used herein shall have the same meaning as those defined in
the circular of the Company dated 11 September 2023 (the
"Circular").
Special Resolutions
1. To consider and approve the proposed amendments to the
Articles of Association as set out in Appendix I to the
Circular.
2. To consider and approve the proposed amendments to the Rules
and Procedures of Shareholders' Meetings as set out in Appendix II
to the Circular.
By Order of the Board
Air China Limited
Huang Bin Huen Ho Yin
Joint Company Secretaries
Beijing, the PRC, 11 September 2023
As at the date of this notice, the directors of the Company are
Mr. Ma Chongxian, Mr. Wang Mingyuan, Mr. Feng Gang, Mr. Patrick
Healy, Mr. Xiao Peng, Mr. Li Fushen*, Mr. He Yun*, Mr. Xu Junxin*
and Ms. Winnie Tam Wan-chi*.
* Independent non-executive director of the Company
Notes:
1. Closure of register of members
Holders of H Shares of the Company are advised that the register
of members of the Company will close from Friday, 20 October 2023
to Thursday, 26 October 2023 (both days inclusive), during which
time no transfer of any H Shares will be effected. In order to
qualify for attendance and voting at the EGM, holders of H Shares
must lodge all documents of transfer with the Company's H Share
registrar in Hong Kong, Computershare Hong Kong Investor Services
Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road
East, Wanchai, Hong Kong, by 4:30 p.m. on Thursday, 19 October
2023.
H Shareholders whose names appear on the register of H
Shareholders of the Company at the close of business on Thursday,
19 October 2023 are entitled to attend and vote at the EGM.
2. Notice of attendance
H Shareholders who intend to attend the H Shareholders' Class
Meeting should complete and lodge the accompanying notice of
attendance and return it to the Company's H Share registrar on or
before Thursday, 5 October 2023. The notice of attendance may be
delivered by hand, by post or by fax to the Company's H Share
registrar. Completion and return of the notice of attendance do not
affect the right of a shareholder to attend and vote at the H
Shareholders' Class Meeting. However, the failure to return the
notice of attendance may result in an adjournment of the H
Shareholders' Class Meeting, if the number of shares carrying the
right to vote represented by the shareholders proposing to attend
the H Shareholders' Class Meeting by the notice of attendance does
not reach more than half of the total number of H Shares of the
Company carrying the right to vote at the H Shareholders' Class
Meeting.
3. Proxy
Every shareholder who has the right to attend and vote at the H
Shareholders' Class Meeting is entitled to appoint one or more
proxies, whether or not they are members of the Company, to attend
and vote on his/her behalf at the H Shareholders' Class
Meeting.
A proxy shall be appointed by an instrument in writing. Such
instrument shall be signed by the appointor or his attorney duly
authorised in writing. If the appointer is a legal person, then the
instrument shall be signed under a legal person's seal or signed by
its director or an attorney duly authorised in writing. The
instrument appointing the proxy shall be deposited at the Company's
H Share registrar for holders of H Shares, Computershare Hong Kong
Investor Services Limited, not less than 24 hours before the time
specified for the holding of the H Shareholders' Class Meeting. If
the instrument appointing the proxy is signed by a person
authorised by the appointer, the power of attorney or other
document of authority under which the instrument is signed shall be
notarised. The notarised power of attorney or other document of
authority shall be deposited together and at the same time with the
instrument appointing the proxy at the Company's H Share
registrar.
4. Other businesses
(i) The H Shareholders' Class Meeting is expected to last for no
more than half a working day. Shareholders and their proxies
attending the meeting shall be responsible for their own traveling
and accommodation expenses.
(ii) The address of Computershare Hong Kong Investor Services Limited is: 17M Floor
Hopewell Centre
183 Queen's Road East Wanchai
Hong Kong
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990
H SHAREHOLDERS' CLASS MEETING NOTICE OF ATTANCE
To: Air China Limited (the "Company") I/We (Note 1)
of
, being the registered holder of (Note(2)
H Shares in the share capital of the Company hereby inform the
Company that I/we intend to attend the H Shareholders' Class
Meeting to be held at 11:00 a.m. on Thursday, 26 October 2023 at
The Conference Room C713, No. 30 Tianzhu Road, Airport Industrial
Zone, Shunyi District, Beijing, the PRC or to appoint proxies to
attend on my/our behalf.
Signature:
Date:
Notes:
1. Please insert the full name(s) and address(es) of the
shareholder(s) as it is recorded in the register of members of the
Company in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s).
3. Please duly complete and sign this Notice of Attendance, and
deliver it to the Company's H Shares registrar, Computershare Hong
Kong Investor Services Limited on or before Thursday, 5 October
2023.
Address of Computershare Hong Kong Investor Services Limited
17M Floor Hopewell Centre
183 Queen's Road East Wan Chai
Hong Kong
Tel No.: (852) 2862 8628
Fax No.: (852) 2865 0990
FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
Number of shares to which this form of proxy relates (Note
(1)
I/We (Note 2)
of
being the registered holder(s) of (Note (3)
H Shares in the share capital of Air China Limited (the
"Company") HEREBY APPOINT the chairman of the meeting and/or (Note
4)
of
as my/our proxy/proxies: (a) to act for me/us at the
extraordinary general meeting (or at any adjournment thereof) of
the Company to be held at 11:00 a.m. on Thursday, 26 October 2023
at The Conference Room C713, No. 30 Tianzhu Road, Airport
Industrial Zone, Shunyi District, Beijing, the PRC (the "Meeting")
for the purpose of considering and, if thought fit, passing the
resolution (the "Resolution") as set out in the notice convening
the Meeting (the "Notice"); and (b) at the Meeting (or at any
adjournment thereof) to vote for me/us and in my/our name(s) in
respect of the Resolution as hereunder indicated or, if no such
indication is given, as my/our voting proxy thinks fit.
SPECIAL RESOLUTIONS FOR AGAINST ABSTAIN
(Note 5) (Note 5) (Note 5)
To consider and approve the proposed
1. amendments to the Articles of Associations
of the Company
-------------------------------------------- ------------ ------------ ------------
To consider and approve the proposed
2. amendments to the Rules and Procedures
of Shareholders' Meetings
-------------------------------------------- ------------ ------------ ------------
To consider and approve the proposed
3. amendments to the Rules and Procedures
of Meetings of the Board
-------------------------------------------- ------------ ------------ ------------
Dated this day of 2023 Signature(Note(6) :
Notes:
1. Please insert the number of shares registered in your name(s)
to which this proxy form relates. If no number is inserted, this
form of proxy will be deemed to relate to all shares registered in
your name(s).
2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .
3. Please insert the total number of shares registered in your name(s).
4. A member entitled to attend and vote at the Meeting is
entitled to appoint one or more proxies of his own choice to attend
and vote instead of him. A proxy need not be a member of the
Company. If any proxy other than the chairman of the Meeting is
preferred, please strike out the words "the chairman of the meeting
and/or" and insert the name(s) and address(es) of the proxy/proxies
desired in the space provided. In the event that two or more
persons (other than the chairman of the Meeting) are named as
proxies and the words "the chairman of the meeting and/or" are not
deleted, those words and references shall be deemed to have been
deleted.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN
THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION,
TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM
VOTING, TICK THE APPROPRIATE BOX MARKED "ABSTAIN". Failure to
complete the boxes will entitle your voting proxy to cast his vote
at his discretion. A member is entitled to one vote for every
fully-paid share held and a member entitled to more than one vote
need not use all his votes in the same way. A tick in the relevant
box indicates that the votes attached to all the shares stated
above as held by you will be cast accordingly.
6. This form of proxy must be signed by you or your attorney
duly authorised in writing, or in the case of a corporation, must
be either under seal or under the hand of a director or attorney
duly authorised. If this form of proxy is signed by your attorney,
the power of attorney or other document of authorisation must be
notarised.
7. In order to be valid, this form of proxy, together with the
notarised copy of the power of attorney or other document of
authorisation (if any) under which it is signed, for holders of H
Shares, must be delivered to the Company's H Share registrar,
Computershare Hong Kong Investor Services Limited, 17M Floor,
Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not
less than 24 hours prior to the time appointed for holding the
Meeting (or any adjournment thereof).
8. Completion and delivery of this form of proxy will not
preclude you from attending and/or voting at the Meeting (or any
adjournment thereof) if you so wish.
9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED
BY THE PERSON(S) WHO SIGN(S) IT.
10. To attend and represent the shareholder(s) at the Meeting,
the proxy so appointed must produce beforehand his identification
document and any power of attorney duly signed by his appointor(s)
or the legal representative(s) of his appointor(s). The power of
attorney must state the date of issuance.
1.
FORM OF PROXY FOR H SHAREHOLDERS' CLASS MEETING
Number of shares to which this form of proxy relates (Note
(1)
I/We (Note 2)
of
being the registered holder(s) of (Note (3)
H Shares in the share capital of Air China Limited (the
"Company") HEREBY APPOINT (Note(4) the chairman of the meeting
and/or (Note(4)
of
as my/our proxy/proxies: (a) to act for me/us at the class
meeting for holders of H Shares (or at any adjournment thereof) of
the Company to be held at 11:00 a.m. on Thursday, 26 October 2023
at The Conference Room C713, No.30 Tianzhu Road, Airport Industrial
Zone, Shunyi District, Beijing, the PRC (the "H Shareholders' Class
Meeting") for the purpose of considering and, if thought fit,
passing the resolutions (the "Resolutions") as set out in the
notice (the "Notice") convening the H Shareholders' Class Meeting;
and (b) at the H Shareholders' Class Meeting (or at any adjournment
thereof) to vote for me/us and in my/our name(s) in respect of the
Resolutions as hereunder indicated or, if no such indication is
given, as my/our voting proxy thinks fit.
SPECIAL RESOLUTIONS FOR AGAINST ABSTAIN
(Note 5) (Note 5) (Note 5)
1. To consider and approve the proposed
amendments to the Articles of Associations
of the Company
-------------------------------------------- ------------ ------------ ------------
2. To consider and approve the proposed
amendments to the Rules and Procedures
of Shareholders' Meetings
-------------------------------------------- ------------ ------------ ------------
Dated this day of 2023 Signature (Note(6) :
Notes:
1. Please insert the number of shares registered in your name(s)
to which this proxy form relates. If no number is inserted, this
form of proxy will be deemed to relate to all shares registered in
your name(s).
2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .
3. Please insert the total number of shares registered in your name(s).
4. A member entitled to attend and vote at the H Shareholders'
Class Meeting is entitled to appoint one or more proxies of his own
choice to attend and vote instead of him. A proxy need not be a
member of the Company. If any proxy other than the chairman of the
H Shareholders' Class Meeting is preferred, please strike out the
words "the chairman of the meeting and/or" and insert the name(s)
and address(es) of the proxy/proxies desired in the space provided.
In the event that two or more persons (other than the chairman of
the H Shareholders' Class Meeting) are named as proxies and the
words "the chairman of the meeting and/or" are not deleted, those
words and references shall be deemed to have been deleted.
5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN
THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION,
TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM
VOTING, TICK THE APPROPRIATE BOX MARKED "ABSTAIN". Failure to
complete the boxes will entitle your voting proxy to cast his vote
at his discretion. A member is entitled to one vote for every
fully-paid share held and a member entitled to more than one vote
need not use all his votes in the same way. A tick in the relevant
box indicates that the votes attached to all the shares stated
above as held by you will be cast accordingly. The total number of
shares referred to in the two boxes for the same resolution cannot
exceed the number of Shares stated above as held by you. The shares
abstained will be counted in the calculation of the required
majority.
6. This form of proxy must be signed by you or your attorney
duly authorised in writing, or in the case of a corporation, must
be either under seal or under the hand of a director or attorney
duly authorised. If this form of proxy is signed by your attorney,
the power of attorney or other document of authorisation must be
notarised.
7. In order to be valid, this form of proxy, together with the
notarised copy of the power of attorney or other document of
authorisation (if any) under which it is signed, for holders of H
Shares, must be delivered to the Company's H Share registrar,
Computershare Hong Kong Investor Services Limited, 17M Floor,
Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not
less than 24 hours prior to the time appointed for holding the H
Shareholders' Class Meeting (or any adjournment thereof).
8. Completion and delivery of a form of proxy will not preclude
you from attending and/or voting at the H Shareholders' Class
Meeting (or any adjournment thereof) if you so wish.
9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED
BY THE PERSON(S) WHO SIGN(S) IT.
10. To attend and represent the shareholder(s) at the H
Shareholders' Class Meeting, the proxy so appointed must produce
beforehand his identification document and any power of attorney
duly signed by his appointor(s) or the legal representative(s) of
his appointor(s). The power of attorney must state the date of
issuance.
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END
STRNKDBPABKKPCD
(END) Dow Jones Newswires
September 11, 2023 03:20 ET (07:20 GMT)
Air China Ld (LSE:AIRC)
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