TIDMAIRC
RNS Number : 5251R
Air China Ld
27 October 2023
The English translation of the articles of association of Air
China Limited (the "Articles") is for reference only. In the event
of discrepancy between the English translation and the Chinese
version of the Articles, the Chinese version shall prevail.
ARTICLES OF ASSOCIATION OF AIR CHINA LIMITED
Adopted by the first extraordinary general meeting on 30
September 2004 Approved by the State-owned Assets Supervision and
Administration Commission of the State Council on 12 October
2004
Adopted by the 2004 annual shareholder's general meeting on 30
May 2005 Approved by the State-Owned Assets Supervision and
Administration Commission of the State Council on 14 March 2006
Adopted by the 2006 first extraordinary general meeting on 28
March 2006 Approved by the State-Owned Assets Supervision and
Administration Commission of the State Council on 5 June 2006
Adopted by the 2005 annual shareholder's general meeting on 12
June 2006 Approved by the State-Owned Assets Supervision and
Administration Commission of the State Council on 28 December
2006
Adopted by the 2006 first extraordinary general meeting on 28
March 2006 Adopted by the 2006 third extraordinary general meeting
on 28 December 2006 Approved by the State-Owned Assets Supervision
and Administration Commission of the State Council on 1 June
2007
Adopted by the 2006 annual shareholders' general meeting on 30
May 2007 Approved by the State-Owned Assets Supervision and
Administration Commission of the State Council on 7 August 2007
Adopted by the 2007 annual shareholders' general meeting on 30
May 2008 Approved by the State-Owned Assets Supervision and
Administration Commission of the State Council on 4 March 2009
Adopted by the 2008 annual shareholders' general meeting on 10
June 2009 Approved by the State-Owned Assets Supervision and
Administration Commission of the State Council on 19 October
2009
Adopted by the 2010 first extraordinary general meeting on 29
April 2010 Approved by the State-Owned Assets Supervision and
Administration Commission of the State Council on 26 January
2011
Adopted by the 2012 second extraordinary general meeting on 26
June 2012 Adopted by the 2012 third extraordinary general meeting
on 20 December 2012 Approved by the State-Owned Assets Supervision
and
Administration Commission of the State Council on 3 May 2013
Adopted by the 2015 first extraordinary general meeting on 22
December 2015
Adopted by the 2016 first extraordinary general meeting on 26
January 2016
Adopted by the 2017 first extraordinary general meeting on 23
January 2017
Adopted by the 2017 second extraordinary general meeting on 30
March 2017
Adopted by the 2017 third extraordinary general meeting on 27
October 2017
Adopted by the 2018 first extraordinary general meeting on 19
October 2018
Adopted by the 2020 annual shareholders' general meeting on 25
May 2021
Adopted by the 2021 second extraordinary general meeting on 30
December 2021
Adopted by the 2022 second extraordinary general meeting on 20
September 2022
Adopted by the 2023 third extraordinary general meeting, the
2023 first A shareholders' class meeting and the 2023 first H
shareholders' class meeting on 26 October 2023
Contents
GENERAL PROVISIONS . . . . . . . . . . . . . . . .
CHAPTER 1 : . . . . . . . . . . . . . . 1
THE COMPANY'S OBJECTIVES AND SCOPE OF BUSINESS . .
CHAPTER 2 : . 3
---- ------------------------------------------------------------- ------
SHARES AND REGISTERED CAPITAL . . . . . . . . . . .
CHAPTER 3 : . . . . . . . . . 4
---- ------------------------------------------------------------- ------
INCREASE, DECREASE AND REPURCHASE OF SHARES . . . .
CHAPTER 4 : . 6
---- ------------------------------------------------------------- ------
SHARE TRANSFER . . . . . . . . . . . . . . . . . .
CHAPTER 5 : . . . . . . . . . . . . . . . . . 9
---- ------------------------------------------------------------- ------
CHAPTER 6 : SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS . . 10
---- ------------------------------------------------------------- ------
SHAREHOLDERS' RIGHTS AND OBLIGATIONS . . . . . . .
CHAPTER 7 : . . . . . 15
---- ------------------------------------------------------------- ------
SHAREHOLDERS' GENERAL MEETINGS . . . . . . . . . .
CHAPTER 8 : . . . . . . . 19
---- ------------------------------------------------------------- ------
THE PARTY COMMITTEE . . . . . . . . . . . . . . . .
CHAPTER 9 : . . . . . . . . . . . . 35
---- ------------------------------------------------------------- ------
BOARD OF DIRECTORS . . . . . . . . . . . . . . . .
CHAPTER 10 : . . . . . . . . . . . . . . 36
---- ------------------------------------------------------------- ------
INDEPENT DIRECTORS . . . . . . . . . . . . . . .
CHAPTER 11 : . . . . . . . . . . . . 48
---- ------------------------------------------------------------- ------
SECRETARY OF THE BOARD OF DIRECTORS . . . . . . . .
CHAPTER 12 : . . . . . 54
---- ------------------------------------------------------------- ------
PRESIDENT . . . . . . . . . . . . . . . . . . . . .
CHAPTER 13 : . . . . . . . . . . . . . . . . . . . 55
---- ------------------------------------------------------------- ------
SUPERVISORY COMMITTEE . . . . . . . . . . . . . . .
CHAPTER 14 : . . . . . . . . . . . . 57
---- ------------------------------------------------------------- ------
THE QUALIFICATIONS AND DUTIES OF THE DIRECTORS, SUPERVISORS,
PRESIDENT, VICE PRESIDENTS AND OTHER SENIOR OFFICERS
CHAPTER 15 : OF THE COMPANY . . . . . . . . . . . . . . . . . 60
---- ------------------------------------------------------------- ------
FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION
AND AUDIT . . . . . . . . . . . . . . . . . . . . .
CHAPTER 16 : . . . . . 65
---- ------------------------------------------------------------- ------
APPOINTMENT OF ACCOUNTANCY FIRM . . . . . . . . . .
CHAPTER 17 : . . . . . . 72
---- ------------------------------------------------------------- ------
MERGER AND DEMERGER OF THE COMPANY . . . . . . . .
CHAPTER 18 : . . . . 73
---- ------------------------------------------------------------- ------
DISSOLUTION AND LIQUIDATION . . . . . . . . . . . .
CHAPTER 19 : . . . . . . . . . . 75
---- ------------------------------------------------------------- ------
PROCEDURES FOR AMMENT OF THE COMPANY'S ARTICLES
OF ASSOCIATION . . . . . . . . . . . . . . . . . .
CHAPTER 20 : . . . . . . 78
---- ------------------------------------------------------------- ------
NOTICES AND PUBLIC ANNOUNCEMENTS . . . . . . . . .
CHAPTER 21 : . . . . . . 79
---- ------------------------------------------------------------- ------
SUPPLEMENTARY . . . . . . . . . . . . . . . . . . .
CHAPTER 22 : . . . . . . . . . . . . . . . 80
---- ------------------------------------------------------------- ------
CHAPTER 1: GENERAL PROVISIONS
Article 1 Air China Limited (the "Company") is a joint stock limited
company established in accordance with the Company Law
of the People's Republic of China (the "Company Law"),
the Securities Law of the People's Republic of China
(the "Securities Law") and other relevant laws and regulations
of the State.
The Company was established by way of promotion with
the approval of the State-owned Assets Supervision and
Administration Commission of the State Council on 30
September 2004, as evidenced by the approval document
Guo Zi Gai Ge [2004] No. 872. It was registered with
and has obtained a business licence from the State Administration
for Industry & Commerce of the People's Republic of China.
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The promoters of the Company are: China National Aviation
Holding Corporation Limited and China National Aviation
Corporation (Group)
Limited (registered in Hong Kong Special Administration
Region).
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Article 2 The Company's registered Chinese name:
The Company's English name: AIR CHINA LIMITED The Company's
abbreviated Chinese name: The Company's abbreviated English
name: AIR CHINA
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Article 3 The Company's address: 1st Floor-9th Floor 101, Building
1, 30 Tianzhu Road, Shunyi District, Beijing, China.
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Article 4 The Company's legal representative is the Chairman of
the board of directors of the Company.
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Article 5 The Company is a joint stock limited company which has
perpetual existence.
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The liability of a shareholder is limited to the value
of the shares held by him, while the Company assumes
liabilities to the extent of its entire assets.
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The Company is an independent corporate legal person,
governed by, and existing under the protection of, the
laws and regulations of the People's
Republic of China.
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Article 6 In accordance with the provisions of the Company Law,
the Securities Law, the Guidance on the Articles of Association
of Listed Companies (the "Guidance"), the Standards on
Corporate Governance for Listed Companies (the "CG Standards"),
the Rules Governing the Listing of Stocks on the Shanghai
Stock Exchange, the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the "Hong
Kong Listing Rules") and other PRC laws and administrative
regulations and departmental rules, the Company amended
the original Articles of Association of the Company (the
"Original Articles of Association") and adopted these
Articles of Association (the "Articles of Association"
or "these Articles of Association").
Article 7 From the date on which the Articles of Association come
into effect, the Articles of Association constitute the
legally binding document regulating the Company's organisation
and activities, and the rights and obligations between
the Company and each shareholder and among the shareholders.
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Article 8 The Articles of Association are binding on the Company
and its shareholders, directors, supervisors, president,
vice presidents and other senior officers; all of whom
may, according to the Company's Articles of Association,
assert their
rights in respect of the affairs of the Company.
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A shareholder may take action against the Company pursuant
to the Company's Articles of Association. The Company
may take action against a shareholder, directors, supervisors,
president, vice presidents and other senior officers
of the Company pursuant to the Company's Articles of
Association. A shareholder may also take action against
another shareholder, and may take action against the
directors, supervisors, president, vice presidents and
other senior officers of the Company pursuant to the
Company's Articles of
Association.
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The "other senior officers" referred to in these Articles
of Association mean
the board secretary, chief accountant, chief pilot, general
legal counsel and other senior officers appointed by
the board of directors of the Company.
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Article 9 The Company may invest in other enterprises; provided
that unless otherwise provided by laws, regulations and
other regulatory documents, the Company shall not act
as a capital contributor which assumes joint and several
liabilities of the enterprises it invested in.
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Article 10 According to the Constitution of the Communist Party
of China, the Company shall establish an organization
of the Communist Party of China to carry out the activities
of the Party, establish a working organ for the Party,
allocate sufficient and competent personnel to handle
Party affairs and provide sufficient funds to operate
the Party organization.
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CHAPTER 2: THE COMPANY'S OBJECTIVES AND SCOPE OF BUSINESS
Article 11 The Company's objectives are: to maximise Shareholders'
interests by providing safe, fast, accurate, economical,
convenient and satisfactory air package and cargo transportation
services through customer-oriented, market driven operations
with the end of advanced communications technologies,
and develop telecommunications and information businesses.
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Article 12 The Company's scope of business shall be consistent with
and subject to the scope of business approved by the
authority responsible for the registration of the Company.
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The Company's scope of business includes: International
and domestic scheduled and unscheduled air passenger,
air cargo, mail and luggage transportation; domestic
and international business aviation services; management
and administration of aircraft, aircraft maintenance,
repair and overhaul services, business agency among airlines
companies; and ground services, air express service (other
than mails and objects of the same nature as mails) related
to the main business; on-board duty free items, on-board
retail of goods and underwriting the aviation accident
insurance; import and export businesses; hotel management;
undertaking exhibitions; conference services; property
management; design, production, agency and publish of
advertisement; technology training; lease of self-owned
property; rental of machinery and equipment; accommodation;
catering services; sales of handicrafts and souvenirs;
wholesale of agriculture, forestry, animal husbandry
and fishery products, wholesale of food, beverages and
tobacco products, wholesale of textiles, clothing and
household goods, wholesale of culture, sporting goods
and equipment, wholesale of mineral products, building
materials and chemical products, wholesale of machinery
and equipment, hardware and electronic products, general
retail, special retail of food, beverage and tobacco
products, special retail of textiles, clothing and daily
necessities, special retail of cultural and sporting
goods and equipment, sales of automobiles, motorcycles,
spare parts and fuels and other types of energy resources,
special retail of household appliances and electronics,
special retail of hardware, furniture and interior decoration
materials, and Internet retailing. (Catering services,
accommodation and other projects subject to approval
in accordance with the law shall be operated with the
approval of relevant authorities to the extent authorized
by the approval.)
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Article 13 Based on its business development needs and upon approval
of the relevant governmental authorities, the Company
may adjust its scope of business and manner of operation
from time to time, and may establish branch organisations
and/or representative offices (irrespective of whether
controlled or owned by it) in the PRC or overseas.
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CHAPTER 3: SHARES AND REGISTERED CAPITAL
Article 14 There shall, at all times, be ordinary shares in the
Company. Subject to the approval of the department authorized
by the State Council, the Company may, according to its
requirements, create different classes of shares.
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Article 15 The shares issued by the Company shall each have a par
value of Renminbi one (1.00) yuan.
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"Renminbi" referred to in the previous paragraph means
the legal currency of the PRC.
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Article 16 The Company may issue shares to Domestic Investors and
Foreign Investors
according to the laws, and shall file with the securities
regulatory authority of the State Council according to
the requirements.
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"Foreign Investors" referred to in the previous paragraph
mean those investors who subscribe for the shares issued
by the Company and who are located in foreign countries
and in the regions of Hong Kong, Macau and Taiwan. "Domestic
Investors" mean those investors who subscribe for the
shares issued by the Company and who are located within
the territory of the PRC.
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Article 17 Shares which the Company issues to Domestic Investors
for subscription in Renminbi shall be referred to as
"Domestic Shares". Shares which the Company issues to
Foreign Investors for subscription in foreign currencies
shall be referred to as "Foreign Shares". Foreign Shares
which are listed overseas are called "Overseas-Listed
Foreign Shares". Both holders of Domestic Shares and
holders of Foreign Shares are holders of ordinary
shares, and have the same obligations and rights.
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"Foreign currencies" means the legal currencies of countries
or outside the PRC which are recognised by the foreign
exchange authority of the State and which can be used
to pay the share price to the Company.
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Article 18 A Shares are ordinary shares in Renminbi that have been
admitted for listing on domestic stock exchanges. H Shares
are shares that have been admitted for listing on The
Stock Exchange of Hong Kong Limited (the "Stock Exchange").
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The A Shares of the Company shall be centralized and
held in custody by the Shanghai Branch of the China Securities
Depository and Clearing Corporation Limited. The Overseas-Listed
Foreign Shares of the Company shall be held in
custody by Hong Kong Securities Clearing Company Limited.
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Article 19 Upon the approval of the department authorized by the
State Council, the Company issued 6,500,000,000 ordinary
shares to the promoters at the time when the Company
was established. At the time of establishment, the capital
contribution of the promoters of the Company was as follows:
Number of Date of Capital
Name of Promoters Shares Subscribed Contribution
Method of Capital
Contribution
China National Aviation Holding 5,054,276,915 A capital contribution of 9 September
Corporation Limited RMB560,782,100 was made in 2004
cash and a contribution of
RMB6,451,765,800
was made in form of the
assets and liability of its
subsidiaries and those
relating to its
principal passenger and
cargo
businesses
------------------------------- -------------------------------- -----------------
China National Aviation 1,445,723,085 A capital contribution of 9 September
Corporation RMB2,005,866,000 was made in 2004
(Group) Limited form of equity interest
------------------------------- -------------------------------- -----------------
Article 20 As approved by the competence authorities, the changes
in the share capital of the Company were as follows:
The Company shall issue additional 2,933,210,909 ordinary
shares after its incorporation, and the promoters of
the Company shall sell 293,321,091 ordinary shares, all
of which are H Shares.
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Upon completion of the offering of the H Shares set forth
above, the Company has issued 1,639,000,000 A shares
in 2006.
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Upon the completion of the issuance of A shares, the
Company has issued 1,179,151,364 H Shares to Cathay Pacific
Airways Limited, a shareholder of
the Company, in 2006.
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Upon the completion of the said additional issuance of
H Shares, the Company has issued 483,592,400 new A Shares
on a non-public issue basis and 157,000,000 new H Shares
to China National Aviation Corporation (Group) Limited,
a shareholder of the Company, on a non-public issue basis
in the year of 2010.
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Upon the completion of the aforesaid non-public issue
of A Shares and H Shares, the Company has issued 192,796,331
new A Shares to China National Aviation Holding Corporation
Limited, a shareholder of the Company, on a
non-public issue basis in the year of 2013.
Upon the completion of the aforesaid non-public issue
of A Shares, the Company has issued 1,440,064,181 A Shares
on a non-public issue basis in the year of 2017.
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Upon the completion of the aforesaid non-public issue
of A Shares, the Company has issued 1,675,977,653 A Shares
on a non-public issuance basis in the year of 2023.
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The present share capital structure of the Company is
as follows: the Company has a total of 16,200,792,838
ordinary shares in issue, of which 11,638,109,474 shares
are held by holders of A Shares, representing approximately
71.84% of the Company's total share capital, and 4,562,683,364
shares are held by holders of H Shares, representing
approximately 28.16% of the Company's total share capital.
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Article 21 The registered capital of the Company is RMB16,200,792,838.
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Article 22 The Company or the Company's subsidiaries (including
the Company's affiliated enterprises) shall not provide
any assistance in the form of donates, advances, guarantees,
compensation or loans to persons who acquire or intend
to acquire the shares of the Company.
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CHAPTER 4: INCREASE, DECREASE AND REPURCHASE OF SHARES
Article 23 The Company may, based on its operating and development
needs, authorize the increase of its capital pursuant
to the Articles of Association.
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The Company may increase its capital in the following
ways:
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(1) by public offering of shares;
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(2) by non-public offering of shares;
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(3) by issuing bonus shares to its existing shareholders;
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(4) by converting the common reserve into share capital;
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(5) by any other means which is prescribed by law and
administrative regulations and approved by the securities
regulatory authority of the State Council.
After the Company's increase of capital has been approved
in accordance with the provisions of the Articles of
Association, the issuance thereof should be made in accordance
with the procedures set out in the relevant State laws
and
administrative regulations.
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Article 24 According to the provisions of the Articles of Association,
the Company may reduce its registered capital.
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Article 25 The Company must prepare a balance sheet and an inventory
of assets when it reduces its registered capital.
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The Company shall notify its creditors within ten (10)
days of the date of the Company's resolution for reduction
of capital and shall publish an announcement in a newspaper
within thirty (30) days of the date of such resolution.
A creditor has the right within thirty (30) days of receipt
of the notice from the Company or, in the case of a creditor
who does not receive such notice, within forty-five (45)
days of the date of announcement, to require the Company
to repay its debts or to provide a corresponding guarantee
for
such debt.
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The Company's registered capital may not, after the reduction
in capital, be less than the minimum amount prescribed
by law.
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Article 26 The Company shall not acquire shares of the Company.
However, except in one of the following circumstances:
(1) reducing its registered capital;
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(2) merging with another company that holds shares in
the Company;
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(3) using the shares for the employee share ownership
plan or as share incentive;
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(4) acquiring as requested the shares of shareholders
who vote against any resolution on the merger or demerger
of the Company adopted at a shareholders' general meeting;
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(5) using the shares for the conversion of the corporate
bonds issued by the listed company which are convertible
into shares;
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(6) necessary for safeguarding the value of the Company
and the shareholders' interests;
(7) other circumstances permitted by laws and administrative
regulations.
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The Company's repurchase of its issued shares shall comply
with the provisions of Article 27 to Article 28 of these
Articles of Association.
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Article 27 The Company may acquire the shares of the Company by
way of open and centralized trading, or by other means
approved by the laws and regulations
and the securities regulatory authority of the State
Council.
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The repurchase of the shares of the Company arising from
the circumstances provided under items (3), (5) and (6)
of the first paragraph of Article 26 of these Articles
of Association shall be carried out by way of open and
centralized trading.
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Article 28 The purchase of the shares of the Company arising from
the circumstances provided under items (1) and (2) of
the first paragraph of Article 26 of the Articles of
Association shall be made by the resolution of the shareholders'
general meeting; the purchase of the shares of the Company
arising from the circumstances provided under items (3),
(5) and (6) of the first paragraph of Article 26 of the
Articles of Association may be made by the resolutions
of the board of directors in a board meeting where more
than two-thirds (2/3) of directors are present under
the provisions of the Articles of Association or the
authorization granted at the shareholders' general meeting.
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After the purchase of the shares of the Company according
to the provision of Article 26, the shares shall be cancelled
within 10 days from the date of purchase under the circumstance
of the item (1) of the first paragraph; the shares shall
be transferred or cancelled within 6 months under the
circumstances of items (2) and (4) of the first paragraph;
the total number of shares then held by the Company shall
not exceed ten percent of the total number of its issued
shares and the shares so purchased shall be transferred
or cancelled within 3 years under the circumstances of
items (3), (5) and (6) of the first paragraph.
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If it is otherwise provided for the repurchase and cancellation
of shares under the relevant rules of the regulatory
authorities and stock exchanges of the jurisdictions
where the shares of the Company are listed, such requirements
shall prevail.
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The aggregate par value of the cancelled shares shall
be deducted from the Company's registered share capital.
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CHAPTER 5: SHARE TRANSFER
Article 29 Unless otherwise provided in laws, regulations and other
regulatory documents, the shares of the Company shall
be transferrable in accordance with laws without any
lien attached.
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Article 30 The Company shall not accept any pledge being created
over its own shares.
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Article 31 The shares of the Company held by the promoters shall
not be transferred within one year from the date of establishment
of the Company. The shares issued before the Company's
public offering of shares shall not be transferred within
one year from the date on which the shares of the Company
are listed and traded on a stock exchange.
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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.
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Article 32 Should a shareholder, director, supervisor or senior
officer holding 5% or more of the Company's shares sells
his/her shares in the Company or other securities of
equity nature within six months from the date of purchase
of the same, or repurchase the shares within six months
from the date of selling the same, the profits derived
from such activities shall be vested in the Company.
The board of directors of the Company shall recover from
the aforementioned parties the gains derived therefrom,
except where a securities company holding 5% or more
of the shares as a result of its purchase of remaining
shares after sold under an underwriting obligation, and
otherwise required by the securities regulatory authority
of the State Council.
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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.
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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.
Should the Company's board of directors not comply with
the provision set out in the first paragraph of this
Article and act accordingly, the responsible
directors shall assume joint liabilities in accordance
with the laws.
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CHAPTER 6: SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS
Article 33 Share certificates of the Company shall be in registered
form.
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The share certificate of the Company shall contain the
following main particulars:
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(1) the name of the Company;
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(2) the date of registration and incorporation of the
Company;
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(3) the class of shares, par value and number of shares
it represents;
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(4) the share certificate number;
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(5) other matters required to be stated therein by the
Company Law and the stock exchange(s) on which the Company's
shares are listed.
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Article 34 Share certificates of the Company may be assigned, given
as a gift, inherited or pledged in accordance with relevant
provisions of laws, administrative regulations and these
Articles of Association, and relevant registration shall
be
carried out with the share registration institution authorized
by the Company.
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Article 35 Share certificates of the Company shall be signed by
the legal representative of the Company's board of directors.
Where the stock exchange(s) on which the Company's shares
are listed require other senior officer(s) of the Company
to sign on the share certificates, the share certificates
shall also be signed by such senior officer(s). The share
certificates shall take effect after being affixed with
the seal of the Company (including the seal of the Company
especially for securities). The share certificate shall
be affixed with the seal of the Company or the seal of
the Company especially for securities under the authorization
of the board of directors. The signatures of the Chairman
of the board of directors or other senior officer(s)
of the Company may be in printed form. Subject to the
conditions of paperless offering and trading of the shares
of the Company, the laws and rules otherwise provided
by the regulatory authorities of the jurisdictions where
the shares of the Company are listed are applicable.
Article 36 The Company shall keep a register of shareholders which
shall contain the following particulars:
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(1) the name (title), address (residence) and the occupation
or the nature of the occupation of each shareholder;
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(2) the class and quantity of shares held by each shareholder;
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(3) the amount paid-up on or agreed to be paid-up on
the shares held by each shareholder;
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(4) the share certificate number(s) of the shares held
by each shareholder;
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(5) the date on which each person was entered in the
register as a shareholder;
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(6) the date on which any shareholder ceased to be a
shareholder.
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Unless there is evidence to the contrary, the register
of shareholders shall be sufficient evidence of the shareholders'
shareholdings in the Company.
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Article 37 The Company may, in accordance with the mutual understanding
and agreements made between the securities authority
of the State Council and overseas securities regulatory
organisations, maintain the register of shareholders
of Overseas-Listed Foreign Shares overseas and appoint
overseas agent(s) to manage such register of shareholders.
The original register for holders of Overseas-Listed
Foreign Shares listed in Hong Kong shall be maintained
in Hong Kong.
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A duplicate register of shareholders for the holders
of Overseas-Listed Foreign Shares shall be maintained
at the Company's residence. The appointed overseas agent(s)
shall ensure consistency between the original and the
duplicate register of shareholders at all times.
If there is any inconsistency between the original and
the duplicate register of shareholders for the holders
of Overseas-Listed Foreign Shares, the original register
of shareholders shall prevail.
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Article 38 The Company shall have a complete register of shareholders,
which shall comprise the following parts:
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(1) the register of shareholders which is maintained
at the Company's residence (other than those share registers
which are described in sub- paragraphs (2) and (3) of
this Article);
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(2) the register of shareholders in respect of the holders
of Overseas-Listed
Foreign Shares of the Company which is maintained in
the same place as the overseas stock exchange on which
the shares are listed; and
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(3) the register of shareholders which are maintained
in such other place as the board of directors may consider
necessary for the purposes of the listing of the Company's
shares.
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Article 39 Different parts of the register of shareholders shall
not overlap. No transfer of any shares registered in
any part of the register shall, during the continuance
of that registration, be registered in any other part
of the register.
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Any change or correction to various parts of the register
of shareholders shall be carried out in accordance with
the law of the place where such parts of the
register of shareholders are maintained.
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Article 40 The transfer of Overseas-Listed Foreign Shares in the
Company listed in Hong Kong shall be carried out in writing
through transfer instruments in normal or ordinary form
or in the form acceptable to the board of directors;
and such transfer instrument can be signed only under
hand or affixed with the seal of the Company (if the
transferor or transferee is the Company). If the transferor
or transferee is a securities clearing institution (or
its attorney) recognised by the applicable listing rules
or other relevant securities laws and regulations, signed
under hand or signed in printed mechanical form. All
the transfer instruments shall be maintained at the legal
address of the Company or another place as designated
by the board of directors.
------------------------------------------------------------------------
All Overseas-Listed Foreign Shares listed in Hong Kong,
which have been fully paid-up, may be freely transferred
in accordance with the Articles of Association. However,
unless such transfer complies with the following requirements,
the board of directors may refuse to recognise any instrument
of transfer and would not need to provide any reason
therefore:
(1) a fee of HK$2.50 per instrument of transfer or such
higher amount agreed from time to time by the Stock Exchange
for registration of the instrument of transfer and other
documents relating to the right of ownership of the shares;
------------------------------------------------------------------------
(2) the instrument of transfer only relates to Foreign-Listed
Foreign Shares listed in Hong Kong;
------------------------------------------------------------------------
(3) the stamp duty which is chargeable on the instrument
of transfer has already been paid;
------------------------------------------------------------------------
(4) the relevant share certificate(s) and any other evidence
which the board of directors may reasonably require to
show that the transferor has the right to transfer the
shares have been provided;
------------------------------------------------------------------------
(5) if it is intended that the shares be transferred
to joint owners, the maximum number of joint owners shall
not be more than four (4);
------------------------------------------------------------------------
(6) the Company does not have any lien on the relevant
shares.
------------------------------------------------------------------------
If the Company refuses to register a transfer of shares,
the Company shall issue to the transferor and transferee
a notice regarding such decision within 2 months starting
from the date of formal application for transfer of shares.
------------------------------------------------------------------------
Article 41 Where provisions of laws, administrative regulations,
other directives and the relevant stock exchanges or
regulatory authorities of the jurisdictions where the
shares of the Company are listed governing the period
of closure of register of members before convening the
shareholders' general meeting or the record date for
determining the distribution of dividends of the Company,
such requirements shall prevail.
------------------------------------------------------------------------
Article 42 Any person aggrieved and claiming to be entitled to have
his name (title) entered in or removed from the register
of shareholders may apply to a court of
competent jurisdiction for rectification of the register.
------------------------------------------------------------------------
Article 43 Any person who is a registered shareholder or who claims
to be entitled to have his name (title) entered in the
register of shareholders in respect of shares in the
Company may, if his share certificate (the "original
certificate") relating to the shares is lost, apply to
the Company for a replacement share certificate in respect
of such shares (the "Relevant Shares").
Application by a holder of A Shares, who has lost his
share certificate, for a replacement share certificate
shall be dealt with in accordance with Article 143 of
the Company Law.
------------------------------------------------------------------------
Application by a holder of Overseas-Listed Foreign Shares,
who has lost his share certificate, for a replacement
share certificate may be dealt with in accordance with
the law of the place where the original register of shareholders
of holders of Overseas-Listed Foreign Shares is maintained,
the rules of the stock exchange or other relevant regulations.
------------------------------------------------------------------------
The issue of a replacement share certificate to a holder
of H Shares, who has lost his share certificate, shall
comply with the following requirements:
------------------------------------------------------------------------
(1) The applicant shall submit an application to the
Company in a prescribed form accompanied by a notarial
certificate or a statutory declaration, stating the grounds
upon which the application is made, the circumstances
and evidence of the loss; and declaring that no other
person is entitled to have his name entered in the register
of shareholders in respect of the Relevant Shares.
------------------------------------------------------------------------
(2) The Company has not received any declaration made
by any person other than the applicant declaring that
his name shall be entered into the register of shareholders
in respect of such shares before it decides to
issue a replacement share certificate to the applicant.
------------------------------------------------------------------------
(3) The Company shall, if it intends to issue a replacement
share certificate, publish a notice of its intention
to do so at least once every thirty (30) days within
a period of ninety (90) consecutive days in such newspapers
as may be prescribed by the board of directors.
------------------------------------------------------------------------
(4) The Company shall, prior to publication of its intention
to issue a replacement share certificate, deliver to
the stock exchange on which its shares are listed, a
copy of the notice to be published and may publish the
notice upon receipt of confirmation from such stock exchange
that the notice has been exhibited in the premises of
the stock exchange. Such notice shall be exhibited in
the premises of the stock exchange for a period of ninety
(90) days.
------------------------------------------------------------------------
In the case of an application which is made without the
consent of the registered holders of the Relevant Shares
by an applicant who is not a registered shareholder of
Relevant Shares and, the Company shall deliver by mail
to such registered shareholder a copy of the notice to
be published.
(5) If, by the expiration of the 90-day period referred
to in paragraphs (3) and (4) of this Article, the Company
has not have received any objections from any person
in respect of the issuance of the replacement share certificate,
it may issue a replacement share certificate to the applicant
pursuant to his application.
----------------------------------------------------------------------------
(6) Where the Company issues a replacement share certificate
pursuant to this Article, it shall forthwith cancel the
original share certificate and document the cancellation
of the original share certificate and issuance of a replacement
share certificate in the register of shareholders accordingly.
----------------------------------------------------------------------------
(7) All expenses relating to the cancellation of an original
share certificate and the issuance of a replacement share
certificate shall be borne by the applicant and the Company
is entitled to refuse to take any action until
reasonable security is provided by the applicant therefore.
----------------------------------------------------------------------------
CHAPTER 7: SHAREHOLDERS' RIGHTS AND OBLIGATIONS
Article 44 A shareholder of the Company is a person who lawfully
holds shares in the Company and whose name (title) is
entered in the register of shareholders.
----------------------------------------------------------------------------
A shareholder shall enjoy rights and assume obligations
according to the class and amount of shares held by him;
shareholders who hold shares of the same class shall
enjoy the same rights and assume the same obligations.
----------------------------------------------------------------------------
In the case of the joint shareholders, if one of the
joint shareholders is deceased, only the other existing
shareholder of the joint shareholders shall be deemed
as the persons who have the ownership of the relevant
shares. But the board of directors has the power to require
them to provide a certificate of death as necessary for
the purpose of modifying the register of shareholders.
Only the joint shareholders ranking first in the register
of shareholders have the right to accept certificates
of the relevant shares, receive notices of the Company,
attend and vote at shareholders' general meetings of
the Company. Any notice that is delivered to the aforesaid
shareholder shall be considered as delivered to all the
joint shareholders of the relevant shares.
----------------------------------------------------------------------------
Article 45 When the Company intends to convene a shareholders' general
meeting, distribute dividends, liquidate and engage in
other activities that involve determination of shareholding,
the board of directors or the convener of the shareholders'
general meeting shall decide on a date for the record
of shareholding. Shareholders whose names are registered
on the share register after the closing of the market
on such date shall be the Company's shareholders with
the entitlement to the relevant rights. Should the Articles
of Association have contrary requirements, the Company
shall comply with such requirements.
Article 46 Holders of the ordinary shares of the Company shall enjoy
the following rights:
-----------------------------------------------------------------------------------
(1) the right to receive dividends and other distributions
in proportion to the number of shares held;
-----------------------------------------------------------------------------------
(2) the right to request to convene, convene, preside
over, attend or appoint a proxy to attend shareholders'
general meetings and to speak and vote thereat in proportion
to the number of shares in their possession pursuant
to the laws;
-----------------------------------------------------------------------------------
(3) the right of supervisory management over the Company's
business operations and the right to present proposals
or to raise queries;
-----------------------------------------------------------------------------------
(4) the right to transfer, donate or pledge the shares
in their possession in
accordance with laws, administrative regulations and
provisions of the Articles of Association;
-----------------------------------------------------------------------------------
(5) the right to obtain relevant information in accordance
with the provisions of the Articles of Association, including:
-----------------------------------------------------------------------------------
(i) the right to obtain a copy of the Articles of Association,
subject to payment of costs;
(ii) the right to inspect, and copy after payment of
a reasonable fee:
(a) all parts of the register of shareholders;
(b) report on the state of the Company's share capital;
(c) minutes of shareholders' general meetings;
-----------------------------------------------------------------------------------
(d) counterfoils of corporate bonds, resolutions of the
board of directors, resolutions of the supervisory board,
financial and accounting report;
(6) in the event of the termination or liquidation of
the Company, the right to
participate in the distribution of surplus assets of
the Company in accordance with the number of shares held;
----------------------------------------------------------------------------------------
(7) With respect to shareholders who vote against any
resolution adopted at the shareholders' general meeting
on the merger or demerger of the Company, the right to
request the Company to acquire their shares;
----------------------------------------------------------------------------------------
(8) other rights conferred by laws, administrative regulations,
departmental rules and regulations and the Articles of
Association 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 Company
with written documents evidencing the class and number
of shares of the Company they hold. Upon verification
of the shareholder's identity, the Company shall provide
information requested by such shareholder.
----------------------------------------------------------------------------------------
Article 47 If the content of a resolution of the shareholders' general
meeting or the board of directors of the Company violates
the laws or administrative regulations, the shareholders
shall have the right to submit a petition to the People's
Court to
render the same invalid.
----------------------------------------------------------------------------------------
If the procedures for convening or the method of voting
at a shareholders' general meeting or meeting of the
board of directors violate the laws, administrative regulations
or these Articles of Association, or the contents of
a resolution violate these Articles of Association, the
shareholders shall have the right to submit a petition
to the People's Court to revoke the same within sixty
(60) days from the date on which such resolution is passed.
----------------------------------------------------------------------------------------
Article 48 Any director or senior officer who, when performing their
duties in the Company, violates the laws, administrative
regulations, or the provisions contained in these Articles
of Association resulting in causing losses to the Company,
the shareholders individually or jointly holding 1% or
more of the shares of the Company for 180 consecutive
days or more shall have the right to request in writing
the supervisory committee to initiate proceedings at
a People's Court. Where the supervisory committee, when
performing its 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 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 paragraph,
or fails to initiate such proceedings within thirty (30)
days from the date on which such request is received,
or in case of emergency where failure to initiate such
proceedings immediately will result in irreparable damage
to the Company's interests, the shareholders described
in the preceding paragraph shall have the right to initiate
proceedings at a People's Court
directly in their own names in the interest of the Company.
If any person infringes the lawful rights and interests
of the Company, thus causing any losses to the Company,
the shareholders described in the first paragraph of
this Article may initiate proceedings at a People's Court
in
accordance with the provisions of the preceding two paragraphs.
-------------------------------------------------------------------------
Article 49 If any director or senior officer violates the laws,
administrative regulations or these Articles of Association
resulting in causing harm to the interests of the shareholders,
the shareholders may initiate proceedings at a People's
Court.
-------------------------------------------------------------------------
Article 50 The ordinary shareholders of the Company shall assume
the following obligations:
(1) to comply with the Articles of Association;
-------------------------------------------------------------------------
(2) to pay subscription monies according to the number
of shares subscribed and the method of subscription;
-------------------------------------------------------------------------
(3) unless otherwise provided for by the laws and regulations,
not to withdraw their shares;
-------------------------------------------------------------------------
(4) not to abuse the rights of the shareholders to impair
the interests of the Company or other shareholders; not
to abuse the independent legal person status of the Company
and the enjoyment of limited liabilities of the shareholders
to impair the Company's creditors interest. Should the
Company's shareholders abuse their shareholder's rights
and cause losses to the Company or other shareholders,
the said shareholders shall be liable for damages pursuant
to the law. Should the Company's shareholders abuse the
Company's independent legal person status and the enjoyment
of limited liabilities of the shareholders to evade debt
liabilities, resulting in materially impairing the interests
of the Company's creditors, the said shareholders shall
bear joint and several liabilities to the Company's debts;
-------------------------------------------------------------------------
(5) other obligations imposed by laws, administrative
regulations and the Articles of Association.
-------------------------------------------------------------------------
Shareholders are not liable to make any further contribution
to the share capital other than according to the terms
which were agreed by the subscriber of the relevant shares
at the time of subscription.
Article 51 Should a shareholders holding 5% or more of the voting
shares pledges any
shares in his/her possession, he or she shall submit
to the Company a written report on the day on which he/she
pledges his/her shares.
------------------------------------------------------------------------
Article 52 The controlling shareholders and the de facto controlling
persons of the Company shall not make use of its connected
relationship to impair the Company's interest. The abovementioned
persons who violate such provisions and cause losses
to the Company shall be liable for damages to the Company.
------------------------------------------------------------------------
The controlling shareholders and the de facto controlling
persons of the Company shall have fiduciary duties to
both the Company and its public shareholders. The controlling
shareholders shall exercise its rights as a capital contributor
in strict compliance with the law. The controlling shareholders
shall neither impair the legal interests of the Company
and the public shareholders through profit distribution,
asset restructuring, external investment, use of funds,
provision of guarantee by borrowing funds as well as
other methods, nor shall they make use of its controlling
position to impair the interest of the Company and the
public shareholders.
------------------------------------------------------------------------
Article 53 A "controlling shareholder" means a shareholder who holds
shares representing 50% or more of the total share capital
of the Company; or a shareholder having sufficient voting
right in respect of the shares he/she holds to pose a
significant influence on the resolutions of the shareholders'
general meetings despite holding less than 50% of the
total share capital of the Company.
------------------------------------------------------------------------
CHAPTER 8: SHAREHOLDERS' GENERAL MEETINGS
Article 54 The shareholders' general meeting is the organ of authority
of the Company,
and shall exercise the following functions and powers
in accordance with laws:
(1) to decide on the Company's operational policies and
investment plans;
------------------------------------------------------------------------
(2) to elect and replace directors (excluding the employee
representative director) and to decide on matters relating
to the remuneration of directors;
------------------------------------------------------------------------
(3) to elect and replace supervisors appointed from personnel
who are not representatives of the employees and to decide
on matters relating to the
remuneration of supervisors;
------------------------------------------------------------------------
(4) to examine and approve the board of directors' reports;
(5) to examine and approve the supervisory committee's
reports;
-----------------------------------------------------------------------------
(6) to examine and approve the Company's proposed preliminary
and final annual financial budgets;
-----------------------------------------------------------------------------
(7) to examine and approve the Company's profit distribution
plans and loss recovery plans;
-----------------------------------------------------------------------------
(8) to decide on the increase or reduction of the Company's
registered capital;
-----------------------------------------------------------------------------
(9) to decide on matters such as merger, division, dissolution,
liquidation or change of the form of the Company;
-----------------------------------------------------------------------------
(10) to decide on the issue of debentures by the Company;
-----------------------------------------------------------------------------
(11) to decide on the appointment, dismissal and non-reappointment
of the accountants of the Company;
-----------------------------------------------------------------------------
(12) to amend the Articles of Association;
-----------------------------------------------------------------------------
(13) to resolve the material purchase and sale of assets
with a value in excess of 30% of the most recent audited
total assets of the Company during the year;
-----------------------------------------------------------------------------
(14) to resolve issues relating to the provision of guarantee
in favour of third parties that must be approved at the
shareholders' general meeting in accordance with the
laws, administrative regulations, other regulatory
documents and Articles of Association;
-----------------------------------------------------------------------------
(15) to consider and approve the variation of use of
proceeds;
-----------------------------------------------------------------------------
(16) to consider the shares incentive program and employee
share ownership plan;
-----------------------------------------------------------------------------
(17) to decide on other matters which, according to laws,
administrative regulations, other regulatory documents
and the Articles of Association, need to be approved
by shareholders in general meetings;
-----------------------------------------------------------------------------
Article 55 Any matters in relation to the provision of guarantee
in favour of third parties by the Company shall be approved
by the board of directors. The following matters relating
to the provision of guarantee shall be submitted to the
shareholders' general meetings for examination and approval
after the same have been considered by the board of directors:
(1) Any guarantee to be provided by the Company and its
controlling subsidiaries, with the total amount of the
guarantee provided in favour of third parties that exceeds
50% of the most recent audited net assets;
----------------------------------------------------------------------
(2) any guarantee provided by the Company in favour of
third parties with the total amount of the guarantee
exceeds 30% of the most recent audited
total assets;
----------------------------------------------------------------------
(3) any guarantee provided by the Company within one
year with the amount of guarantee exceeds 30% of the
most recent audited total assets;
----------------------------------------------------------------------
(4) guarantees to be provided in favour of an entity
which is subject to a gearing ratio of over 70%;
----------------------------------------------------------------------
(5) any single guarantee with an amount which exceeds
10% of the most recent audited net asset value;
----------------------------------------------------------------------
(6) guarantees to be provided in favour of any shareholder,
person who exercises effective control over the Company
and its affiliates;
----------------------------------------------------------------------
(7) matters relating to the provision of guarantee that
need to be submitted to the shareholders' general meeting
for examination and approval as required by other laws
and regulations and the Articles of Association of the
Company.
----------------------------------------------------------------------
If a director, president, vice president and other senior
management personnel commits any act in breach of the
provisions governing the authority in respect of the
examination and approval of, and the examination procedures
in relation to, the provision of guarantee in favour
of a third party under the laws, administrative regulations
or the Articles of Association of the Company, which
results in causing the Company to suffer from loss, such
director, president, vice president and senior management
personnel shall be liable for indemnity and the Company
may bring an action against the same in accordance with
the law.
----------------------------------------------------------------------
Article 56 Matters which should be determined at a shareholders'
general meeting as stipulated by the laws, administrative
regulations and these Articles of Association must be
considered at a shareholders' general meeting in order
to protect the right of the Company's shareholders to
make decision over such matters. When necessary or under
reasonable circumstances, the shareholders' general meeting
may authorize the board of directors to make a decision
within its scope of authorization granted at a shareholders'
general meeting on specific issues which are related
to matters to be resolved but cannot be determined immediately
at the shareholders' general meeting.
With respect to granting authorization to the board of
directors at the shareholders' general meeting, if a
matter for authorization is the matter subject to an
ordinary resolution, such authorization shall be adopted
by more than half of the voting rights held by shareholders
(including their agents) attending the shareholders'
general meeting; if a matter for authorization is the
matter subject to special resolution, such authorization
shall be adopted by more than two-thirds (2/3) of the
voting rights held by shareholders (including their agents)
attending the shareholders' general meeting. The content
of the scope of authorization shall be clear and specific.
---------------------------------------------------------------------
Article 57 Shareholders' general meetings are divided into annual
general meetings and extraordinary general meetings.
The annual general meetings shall be convened once every
year and shall be held within 6 months from the end of
the preceding financial year. Meeting venues shall be
fixed for the shareholders' general meetings, and the
shareholders' general meetings shall be convened in the
on-site conference mode. The Company also provides the
online voting manner for the convenience of shareholders
in attending their general
meetings.
---------------------------------------------------------------------
The Company may facilitate the shareholders participating
in the shareholders' general meetings by providing other
manners and means to participate in the shareholders'
general meetings, provided that the legality and effectiveness
of the shareholders' general meeting are ensured. Shareholders
are deemed to be present in the shareholders' general
meetings in the aforesaid manners and forms.
---------------------------------------------------------------------
The Company shall convene an extraordinary general meeting
within 2 months of the occurrence of any one of the following
events:
---------------------------------------------------------------------
(1) where the number of directors is less than the minimum
number stipulated in the Company Law or two-thirds of
the number specified in the Articles of Association;
---------------------------------------------------------------------
(2) where the unrecovered losses of the Company amount
to one-third of the total amount of its share capital;
(3) where shareholders who separately or jointly holds
more than 10% of the total Company's shares make such
request in writing;
----------------------------------------------------------------------
(4) whenever the board of directors deems necessary or
the supervisory committee so requests;
----------------------------------------------------------------------
(5) under other conditions as provided for by the laws,
administrative
regulations, departmental rules and regulations or the
Articles of Association.
----------------------------------------------------------------------
The shareholding mentioned in sub-paragraph (3) above
shall be calculated from the date on which a shareholder
submits his/her request in writing.
----------------------------------------------------------------------
Article 58 The board of directors shall convene a shareholders'
general meeting within the time limit as stipulated in
Article 57 of these Articles of Association.
----------------------------------------------------------------------
The independent directors, the supervisory committee
or shareholders who separately or jointly hold shares
of the Company in excess of 10% shall have the right
to propose to the board of directors and request for
convening an extraordinary general meeting. The following
procedures shall be adopted should the independent directors,
the supervisory committee, shareholders who separately
or jointly hold shares of the Company in excess of 10%
propose to the board of directors and request for convening
of an extraordinary general meeting:
----------------------------------------------------------------------
(1) Sign a copy, or several copies, of written request
in the same form and substance, and request the board
of directors to convene a meeting, with clearly stated
topics for discussion at the meeting. Within 10 days
of receiving the aforesaid written request, the board
of directors shall reply in writing on whether or not
they agree to convene the meeting.
----------------------------------------------------------------------
(2) Should the board of directors agree to convene the
meeting, a notice for convening such meeting shall be
issued within 5 days after the board of directors has
passed the resolution. Prior approval for making amendment
to the original proposal contained in the notice shall
be obtained from the original proposer.
----------------------------------------------------------------------
(3) Should the board of directors not agree to convene
the meeting as proposed by the independent directors,
it shall state its reasons and issue an announcement
of the same.
----------------------------------------------------------------------
(4) Should the board of directors not agree to convene
the meeting as proposed by the supervisory committee,
or not provide any reply within 10 days upon receipt
of the said request, the board of directors is deemed
to be unable to perform or failed to perform its duties
in respect of convening such meeting. The supervisory
committee may convene and preside over the meeting by
itself. The procedures for convening such meeting shall
be identical to those employed by the board of directors
for
convening a meeting as far as practicable.
(5) Should the board of directors not agree to convene
the meeting as proposed by the shareholders, or not provide
any reply within 10 days upon receipt of the said request,
the shareholders shall propose to the
supervisory committee in writing to convene the meeting.
-----------------------------------------------------------------------
Should the supervisory committee agree to convene the
meeting, it shall issue a notice for convening the meeting
within 5 days upon receipt of the said request. Prior
approval for making amendment to the original proposal
contained in the notice shall be obtained from the original
proposer.
-----------------------------------------------------------------------
Should the supervisory committee not issue a notice for
the meeting within the stipulated period, the supervisory
committee shall be deemed to not convene and preside
over such meeting and shareholders who separately or
jointly hold 10% or more of the Company's shares for
a consecutive 90 days or more may convene and preside
over the said meeting themselves (Prior to the announcement
of the resolutions adopted at the meeting, the shares
held by the convening shareholders shall not be less
than 10% of the total number of shares). The procedures
for convening such meeting shall be identical to those
employed by the board of directors for convening a meeting
as far as practicable.
-----------------------------------------------------------------------
Should the supervisory committee or the shareholders
convene and hold a meeting by itself/themselves pursuant
to the preceding paragraphs, it/they shall inform the
board of directors in writing, and file the same with
the relevant competent departments in accordance with
the applicable requirements. The board of directors and
the secretary to the board of directors shall provide
assistance in connection with the meeting. The board
of directors shall provide the share register. The Company
shall bear all reasonable costs incurred by the
meeting.
-----------------------------------------------------------------------
Article 59 Where the Company convenes a shareholders' general meeting,
the board of directors, the supervisory committee and
shareholders who separately or jointly hold 3% or more
of the shares of the Company may submit proposals to
the Company.
-----------------------------------------------------------------------
Shareholders who hold, separately or jointly, more than
3% of the Company's shares can propose an extraordinary
resolution in writing to the convenor 10 days prior to
the shareholders' general meeting. Within 2 days after
the receipt of the extraordinary resolution, the convenor
shall issue a supplementary notice of the general meeting
to announce the content of the extraordinary resolution.
If it is otherwise provided for under the listing rules
of the jurisdictions where the shares of the Company
are listed, such requirements shall also be complied
with.
With the exception of conditions mentioned above, the
convener shall neither amend the proposals specified
on the notice of the shareholders' general meeting, nor
add any new proposals after the issuance of the notice
of the
shareholders' general meeting.
--------------------------------------------------------------------
Article 60 Matters for discussion and determination at a shareholder's
general meeting shall be determined in accordance with
the Company Law and the Articles of Association. The
shareholders' general meeting may determine any matter
stipulated by the Articles of Association.
--------------------------------------------------------------------
Issues not specified in the notice as provided for in
Article 62 and Article 59 of the Articles of Association
or proposals which do not conform with the requirements
contained in Article 61 of the Articles of Association
shall not be voted and resolved at the shareholders'
general meetings.
--------------------------------------------------------------------
Article 61 Motions tabled at the shareholders' general meeting shall
be the specific proposals relating to matters which should
be discussed at shareholders' general meeting. Motions
tabled at a shareholders' general meeting shall fulfil
the following conditions:
--------------------------------------------------------------------
(1) the content of such motions shall not contravene
the requirements stipulated in the laws and regulations
as well as in the Articles of Association and shall fall
within the scope of business of the Company and within
the functions and powers of the shareholders' general
meeting;
--------------------------------------------------------------------
(2) there shall also have a clear topic for discussion
and specific issues for resolution;
--------------------------------------------------------------------
(3) all motions shall be presented to or served on the
convenor in writing.
--------------------------------------------------------------------
Article 62 Where the Company convenes an annual general meeting,
a written notice of the meeting shall be given to the
shareholders entitled to attend this general meeting
20 days prior to the date of the meeting. Where the Company
convenes an extraordinary general meeting, a written
notice of the meeting shall be given to the shareholders
entitled to attend this general meeting 15 days prior
to the date of the meeting.
If it is otherwise provided in the laws, administrative
regulations, other regulatory documents and the securities
regulatory authorities or stock exchanges in the jurisdictions
where the shares of the Company are listed,
such requirements shall prevail.
---------------------------------------------------------------------
Article 63 The notice of a shareholder's general meeting shall include
the following information:
---------------------------------------------------------------------
(1) the time, the venue and the duration of the meeting;
---------------------------------------------------------------------
(2) matters and proposals submitted to the meeting for
consideration;
---------------------------------------------------------------------
(3) contain a conspicuous statement that: all shareholders
are entitled to attend the shareholders' general meeting,
and may appoint proxies in writing to attend the meeting
and vote on their behalf. A proxy need not
be a shareholder of the Company;
---------------------------------------------------------------------
(4) the record date of shareholding for determining the
entitlement of shareholders to attend the shareholders'
general meeting;
---------------------------------------------------------------------
(5) the name and telephone number of the standing contact
person for meeting affairs;
---------------------------------------------------------------------
(6) the voting time and voting procedures for online
voting or other means of voting.
---------------------------------------------------------------------
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 65 Notice of shareholders' general meeting shall be served
on the shareholders (whether or not such shareholder
is entitled to vote at the meeting), by way of announcement
or other ways provided in Article 212. Where a notice
is served by way of announcement, upon the publication
of such announcement, all relevant persons shall be deemed
to have received the notice.
---------------------------------------------------------------------
Article 66 When notice of a shareholders' general meeting is dispatched,
the shareholders' general meeting shall not be postponed
or cancelled without proper reasons and the proposals
stated in the notice of the shareholders' general meeting
shall not be cancelled. In the event that the shareholders'
general meeting is postponed or cancelled, the convener
shall make an announcement at least two business days
prior to the originally scheduled date of convening the
shareholders' general meeting and expatiate on the reasons.
Article 67 All ordinary shareholders registered on the record date
of shareholding or their proxies shall be entitled to
attend the shareholders' general meeting and exercise
their voting rights in accordance with the relevant laws,
regulations
and these Articles of Association.
-----------------------------------------------------------------
Article 68 Shareholders may attend the shareholders' general meeting
in person or appoint a proxy (whether or not such person
is a shareholder) to attend and vote on their behalf.
-----------------------------------------------------------------
If the shareholder is the recognized clearing house defined
by the applicable listing rules or other securities laws
and regulations, such shareholder is entitled to appoint
one or more persons as his proxies to attend on his behalf
at a general meeting, but, if one or more persons have
such authority, the letter of authorization shall contain
the number and class of the shares in connection with
such authorization. Such person can exercise rights equivalent
to the rights of other shareholders of the Company on
behalf of the recognized
clearing house (or its attorney), including the right
to speak and to vote.
-----------------------------------------------------------------
Article 69 The instrument appointing a proxy shall be in writing
under the hand of the appointor or his attorney duly
authorized in writing, or if the appointor is a legal
entity, either under seal or under the hand of a director
or a duly authorized attorney. The letter of authorization
shall contain the number of the shares to be represented
by the attorney. The letter of authorization shall specify
the number of shares to be represented by the attorney.
If several persons are authorized as the attorney of
the shareholder, the letter of authorization shall specify
the number of shares to be represented by each attorney.
-----------------------------------------------------------------
Article 70 If the instrument appointing a voting proxy is signed
by a person under a power of attorney on behalf of the
appointor, such power of attorney or other authority
shall be notarially certified. A notary certified copy
of that power of attorney or other authority shall, together
with the instrument appointing the voting proxy, be deposited
at the premises of the Company or at such other place
as is specified for that purpose in the notice convening
the meeting.
-----------------------------------------------------------------
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 71 The authorization letter issued by shareholders to appoint
other persons to attend the shareholders' general meeting
shall clearly state the followings:
(1) the name of the proxy;
---------------------------------------------------------------------
(2) whether the proxy has the right to vote;
---------------------------------------------------------------------
(3) the respective instruction of voting "for", "against"
or "abstain" for each resolution in the agenda of the
shareholders' general meeting;
---------------------------------------------------------------------
(4) date of signing the proxy form and the effective
period;
---------------------------------------------------------------------
(5) signature (or seal) of the principal. If the principal
is a corporate shareholder, the seal of the corporate
shall be affixed.
---------------------------------------------------------------------
Such a form shall contain a statement that, in the absence
of specific instructions from the shareholder, specifies
whether the proxy may vote as he thinks fit.
---------------------------------------------------------------------
Article 72 If an individual shareholder attends the meeting in person,
he/she shall present his/her identity card or other valid
documents or certificates showing his/her identity and
the shareholding certificate. If an individual shareholder
appoints a proxy to attend the shareholders' general
meeting, such proxy shall present his/ her own identification
documents and the power of attorney signed by the appointor.
Legal person shareholders shall be represented at the
meeting by the legal representative or the proxy appointed
by the legal representative. If the legal representative
attends the meeting, he/she shall present his/her identity
card and a valid certificate proving his/her qualification
as a legal representative. If the legal representative
of a legal person shareholder appoints a proxy to attend
the shareholders' general meeting, such proxy shall present
his/her own identification documents and the power of
attorney signed by the legal representative. If a person
is authorized by resolution to attend the shareholders'
general meeting upon resolutions at the board of directors
of a legal person shareholder or other decision making
authority, such person shall present his/her own identification
documents and the written authorization issued upon resolution
by the board of directors of the legal person shareholder
or other decision making authority with the legal person
seal affixed thereon. The letter of authorization shall
specify its date of issue.
---------------------------------------------------------------------
Article 73 In the event that the Company's board of directors, independent
directors, shareholders who have satisfied certain conditions
(which are determined based on such standards as promulgated
from time to time by the relevant competent authorities)
or investor protection institutions established in accordance
with laws and regulations publicly request the shareholders
to entrust them to exercise the proposal rights, voting
rights and other shareholders' rights on their behalf,
the solicitor shall disclose the soliciting announcement
and relevant soliciting documents in accordance with
the laws and regulations, and the Company shall cooperate.
Consideration or de facto consideration for soliciting
the shareholders' rights publicly is prohibited. Any
person who publicly solicits 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 over
and chair the meeting, then shareholders present at the
meeting may elect one (1) person to act as the chairman
of the meeting. If for any reason, the shareholders fail
to elect a chairman, then the shareholder (including
a proxy) holding the largest number of shares carrying
the right to vote thereat shall be the chairman of the
meeting.
-----------------------------------------------------------------
A shareholders' general meeting convened by the supervisory
committee on their own shall be presided by the chairman
of the supervisory committee. If the chairman of the
supervisory committee is unable to or does not perform
his/her duties, a supervisor jointly elected by more
than half of the number of supervisors shall preside
over the said meeting.
-----------------------------------------------------------------
Where the shareholders' general meeting is convened by
the shareholders on their own, the convener shall elect
a representative to preside over the meeting.
-----------------------------------------------------------------
When convening a shareholders' general meeting, should
the chairman of the meeting violates the rules and procedures,
resulting that the shareholders' general meeting becomes
unable to proceed, a person may, subject to the consent
of more than half of the number of shareholders with
voting rights attending the meeting at the scene, be
elected at the shareholders' general meeting to act as
the chairman of the shareholders' general meeting such
that the meeting may be continued.
Article 75 At the annual general meeting, the board of directors
and the supervisory committee shall report to the shareholders'
general meeting on their respective
work over the past year.
------------------------------------------------------------------
Article 76 Prior to voting, the chairman of the meeting shall announce
the number of shareholders and proxies present at the
meeting and the total number of voting shares held by
them. The number of shareholders and proxies present
at the meeting and the total number of voting shares
held by them shall be subject to registration of the
meeting.
------------------------------------------------------------------
Article 77 The convener shall ensure that the shareholders' general
meeting is held continuously until a final resolution
is formed. If the shareholders' general meeting is suspended
or no resolution can be made due to force majeure and
other special reasons, necessary measures shall be taken
to resume the shareholders' general meeting as soon as
possible or to terminate this shareholders' general meeting
directly, and an announcement shall be made promptly.
At the same time, the convener shall report to the local
office of securities regulatory authority of the State
Council and the stock exchange in the locality of the
Company.
------------------------------------------------------------------
Article 78 Resolutions of shareholders' general meetings shall be
divided into ordinary resolutions and special resolutions.
------------------------------------------------------------------
An ordinary resolution must be passed by votes representing
more than half of the voting rights represented by the
shareholders (including proxies) present at the meeting.
------------------------------------------------------------------
A special resolution must be passed by votes representing
more than two-thirds
of the voting rights represented by the shareholders
(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 otherwise provided for election of directors in
Article 102 and election of supervisors in Article 143
of these Articles of Association in connection with the
adoption of the cumulative voting system, each share
shall have one (1) vote. The shares held by the Company
itself shall not be attached with voting rights. Those
shares shall not be counted as the total number of voting
shares held by shareholders attending the shareholders'
general meetings.
Where material issues affecting the interests of small
and medium investors are being considered in the shareholders'
general meeting, the votes by small and medium investors
shall be counted separately. The separate counting results
shall be disclosed to the public in a timely manner.
-------------------------------------------------------------------
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 handover all or material business management of the
Company to a person other than a director, supervisor,
president, vice president and other senior officer.
-------------------------------------------------------------------
Article 82 Except for the cumulative voting system, the shareholders'
general meeting shall vote on all proposals one by one,
and if there are different proposals on the same matter,
they shall be voted in chronological order in which the
proposals are made. Except for force majeure and other
special reasons that cause the shareholders' general
meeting to be suspended or unable to come to resolution,
the shareholders' general meeting shall not set aside
the proposals or withhold from voting.
-------------------------------------------------------------------
Article 83 When a proposal is considered at a shareholders' general
meeting, no amendment shall be made to the proposal,
otherwise, the relevant change shall be regarded as a
new proposal and cannot be voted on at this shareholders'
general meeting.
Article 84 Each voting right shall be exercised either at the meeting,
by online voting or any of other available means. In
case of repeated voting on the same voting right, the
result of the first vote shall prevail.
---------------------------------------------------------------
Article 85 Before voting takes place on a proposal at a shareholders'
general meeting, two shareholders' representatives shall
be elected to participate in vote counting and scrutinizing.
In the event that a shareholder is related to the matter
to be considered, the relevant shareholder and his/her
proxy shall not participate in the vote counting and
scrutinizing.
---------------------------------------------------------------
When voting takes place on a proposal at a shareholders'
general meeting, lawyers, representatives of shareholders
and supervisors shall be jointly responsible for vote
counting and scrutinizing, and shall announce the voting
results on the spot. The voting results of resolutions
shall be recorded in the minutes.
---------------------------------------------------------------
The shareholders of the Company or their proxies who
cast votes by online
voting or other means shall be entitled to check their
respective voting results through corresponding voting
systems.
---------------------------------------------------------------
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 shall
be obliged to keep the voting details confidential.
---------------------------------------------------------------
Article 87 A shareholder attending the shareholders' general meeting
shall express its opinion of "for", "against" or "abstain"
on the proposal submitted for voting.
---------------------------------------------------------------
Where a shareholder is, under the applicable listing
rules as amended from time to time, required to abstain
from voting on any particular resolution or to vote only
for or only against any particular resolution, any votes
cast by or on behalf of such shareholder in contravention
of such 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 88 Any vote of shareholders at a shareholders' 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 89 The following matters shall be resolved by an ordinary
resolution at a shareholders' general meeting:
--------------------------------------------------------------------------
(1) work reports of the board of directors and the supervisory
committee;
--------------------------------------------------------------------------
(2) profit distribution plans and loss recovery plans
formulated by the board of directors;
--------------------------------------------------------------------------
(3) election or removal of members of the board of directors
and members of the supervisory committee, their remuneration
and manner of payment;
--------------------------------------------------------------------------
(4) annual preliminary and final budgets, balance sheets
and profit and loss accounts and other financial statements
of the Company;
--------------------------------------------------------------------------
(5) the appointment, removal or non-reappointment of
an accounting firm;
--------------------------------------------------------------------------
(6) matters other than those which are required by the
laws and administrative regulations or by the Company's
Articles of Association to be adopted by special resolution.
--------------------------------------------------------------------------
Article 90 The following matters shall be resolved by a special
resolution at a shareholders' general meeting:
--------------------------------------------------------------------------
(1) the increase or reduction in share capital and the
issue of shares of any class, warrants and other similar
securities;
--------------------------------------------------------------------------
(2) the issue of debentures of the Company;
--------------------------------------------------------------------------
(3) the demerger, spin-off, merger, dissolution and liquidation
or change of the form of the Company;
--------------------------------------------------------------------------
(4) amendment of the Articles of Association;
--------------------------------------------------------------------------
(5) the material purchase or sale of assets or the provision
of guarantee by the Company during the year that is in
excess of 30% of the most recent audited total assets
value of the Company;
(6) the shares incentive program;
---------------------------------------------------------------------------
(7) any other matter as provided for by the laws, administrative
regulations or the Articles of Association, and as considered
by the shareholders at a shareholders' general meeting,
and resolved by way of an ordinary resolution, which
is of a nature which may have a material impact on the
Company and should be adopted by special resolution.
---------------------------------------------------------------------------
Article 91 Any resolution adopted by a shareholders' general meeting
shall comply with relevant provisions of PRC laws, administrative
regulations and these Articles of Association.
---------------------------------------------------------------------------
Article 92 The Company shall make a public announcement on the resolutions
of the shareholders' general meeting in accordance with
the applicable laws and the relevant provisions stipulated
by the stock exchange(s) on which the shares of
the Company are listed and traded.
---------------------------------------------------------------------------
Article 93 If the chairman of the meeting has any doubt as to the
result of a resolution which has been put to vote at
a shareholders' meeting, he may have the votes counted.
If the chairman of the meeting has not counted the votes,
any shareholder who is present in person or by proxy
and who objects to the result announced by the chairman
of the meeting may, immediately after the declaration
of the result, demand that the votes be counted and the
chairman of the meeting shall have the votes counted
immediately.
---------------------------------------------------------------------------
Article 94 If votes are counted at a shareholders' general meeting,
the result of the count shall be recorded in the minute
book.
---------------------------------------------------------------------------
The convenor shall ensure that the particulars included
in the record of the meeting are true, accurate and complete.
The Company secretary shall make the record of the shareholders'
general meeting, which shall be signed by the person
presiding the meeting (chairman of the meeting), directors,
supervisors, board secretary and convenor attending the
meeting or their representatives.
---------------------------------------------------------------------------
Resolutions adopted by a shareholders' general meeting
shall be included in the record of the meeting. The record
of the meeting shall be in Chinese. Such record, shareholders'
attendance lists and proxy forms shall be kept at the
Company's place of residence for a period of not less
than 10 years.
---------------------------------------------------------------------------
Article 95 Copies of the minutes of proceedings of any shareholders'
meeting shall, during business hours of the Company,
be open for inspection by any shareholder without charge.
If a shareholder requests for a copy of such minutes
from the Company, the Company shall send a copy of such
minutes to him within seven (7) days after receipt of
reasonable fees therefor.
CHAPTER 9: THE PARTY COMMITTEE
Article 96 According to the requirements of the Constitution of
the Communist Party of China and subject to the approval
by upper Party organization, the Company shall establish
the Chinese Communist Party Committee of Air China Limited.
The Party Committee is comprised of one secretary and
several other members, and shall establish the Commission
for Discipline Inspection of the Party in accordance
with the requirements.
--------------------------------------------------------------------------
Article 97 The Party Committee of the Company shall play a leading
role, set the right direction, keep in mind the big picture,
ensure the implementation of Party policies and principles,
discuss and decide on major issues of the Company in
accordance with the regulations. Decisions relating to
major operation and management matters shall be made
in accordance with relevant regulations by the board
of directors or the management after the pre-study and
discussion by the Party Committee. The main duties of
the Party Committee are as follows:
--------------------------------------------------------------------------
(1) to enhance the political building of the Party in
the Company, adhere to and implement the fundamental
system, basic system and important system of socialism
with Chinese characteristics, educate and guide all Party
members to closely align with the Party Central Committee
with Comrade Xi Jinping at its core in terms of political
stance, direction, principles and path;
--------------------------------------------------------------------------
(2) to thoroughly study and implement Xi Jinping Thought
on Socialism with Chinese Characteristics for a New Era,
study and propagate the Party's theory, thoroughly implement
the Party's line, principles and policies, supervise
and guarantee the implementation of major strategy deployments
of the Party Central Committee and the resolutions of
the Party organization at a higher level in the Company;
--------------------------------------------------------------------------
(3) to investigate and discuss major issues relating
to the operation and management of the Company and support
the board of directors and the management in exercising
their powers and performing their duties in accordance
with the laws;
--------------------------------------------------------------------------
(4) to strengthen the leadership and gatekeeping role
in the process of selection and appointment of personnel
of the Company, and enhance the building of the leadership
team, the cadre team and the talent team of the
Company;
(5) to undertake the main responsibility in improving
Party conduct and upholding integrity, lead and support
the internal discipline inspection committee to discharge
its supervisory and disciplining responsibilities as
well as exercise strict administrative discipline and
political rules and promote Party self- governance exercised
fully and with right into the grassroots level;
------------------------------------------------------------------------
(6) to strengthen the building of primary- level Party
organizations and of its contingent of Party members,
unite and lead employees to devote themselves into the
reform and development of the Company;
------------------------------------------------------------------------
(7) to lead the Company's ideological and political work,
the spirit and civilization progress, the United Front
work and lead the mass organizations such as the Labour
Union, the Communist Youth League
and the Women's Organization of the Company.
------------------------------------------------------------------------
Article 98 By insisting on and improving the leadership mechanism
of "Dual Entry and Cross Appointment", eligible members
of the Party Committee may take seats in the board of
directors and the management through statutory procedures,
while eligible members of the board of directors and
the management who are also Party members may take seats
in the Party Committee in accordance with
relevant requirements and procedures.
------------------------------------------------------------------------
Generally, the position of the secretary of the Party
Committee and the chairman of the board of directors
shall be assumed by the same person. The president who
is a Party member shall serve as the deputy secretary
of the Party Committee. The full-time deputy secretary
should generally take seat in the board of directors
and hold no positions in the management.
------------------------------------------------------------------------
CHAPTER 10: BOARD OF DIRECTORS
Article 99 The Company shall have a board of directors. The board
of directors shall consist of 7 to 13 directors, at least
half of which shall be outside directors (those who do
not assume any position within the Company), and of which
at least 1/3 of the overall directors shall be independent
directors. At least one independent director shall have
appropriate professional qualification, or expertise
in accounting or related financial management; the board
of directors shall have one (1) employee representative
director.
------------------------------------------------------------------------
The board of directors shall have one (1) Chairman and
one (1) Deputy Chairman.
An independent director refers to a director who does
not hold any position other than a director in the Company
and has no direct or indirect interest relationship with
the Company, its substantial shareholders and actual
controllers, or any other relationship that may affect
his independent and objective judgment.
--------------------------------------------------------------------
Article 100 Directors (excluding the employee representative director)
shall be elected or replaced at the shareholders' general
meeting and the employee representative director shall
be elected or dismissed by the employee representative
meeting each for a term of 3 years (starting from the
election date to the date on which a new board of directors
is elected at a shareholders' general meeting). At the
expiry of a director's term, the term is renewable upon
re-election, provided that the term of reappointment
of an independent director shall not be more than 6 years.
--------------------------------------------------------------------
If the term of office of a director expires but re-election
is not made promptly, the said director shall continue
fulfilling the duties as director pursuant to relevant
laws, administrative regulations, departmental rules
and the Articles of
Association until a new director is elected.
--------------------------------------------------------------------
The list of candidates for the director (excluding the
employee representative director) shall be submitted
in form of a motion to a shareholders' general meeting
for consideration. Candidates other than those for independent
directors and the employee representative director shall
be nominated by the board of directors, supervisory committee
or shareholder(s) holding, alone or together, more than
three percent (3%) of the total amount of voting shares
in the Company and elected at the shareholders' general
meeting.
--------------------------------------------------------------------
A written notice of the intention to propose a person
for election as a director (excluding the employee representative
director) and a notice in writing by that person indicating
his acceptance of such election shall have been given
to the Company seven (7) days before the date of such
shareholders' general meeting. The shortest notice period
for such written notice shall be 7 days.
--------------------------------------------------------------------
The outside directors shall have sufficient time and
necessary knowledge and ability to perform its duties.
When an outside director performs his duties, the Company
must provide necessary information and independent directors
may directly report to the shareholders' meeting, the
authority in charge of securities of the State Council
and other relevant departments thereon.
--------------------------------------------------------------------
If a director is a natural person, he or she may not
be required to hold shares in the Company.
Article 101 The following procedures shall be carried out prior to
the election of the non- independent directors:
-----------------------------------------------------------------------------
(1) The nominator of a candidate for the non-independent
directors shall seek the consent of such candidate prior
to nomination and shall have a full understanding towards
the profession, education, job position, detailed working
experience and all other positions held concurrently
as well as preparing written materials containing the
said information to the Company. Candidates shall undertake
to the Company in writing that they have agreed to accept
the nomination and that all disclosed information relating
to them are true and complete and shall guarantee that
they will conscientiously perform the director's responsibilities
after being elected.
-----------------------------------------------------------------------------
(2) If the nomination of a candidate for the non-independent
directors is taken place before the board meeting of
the Company was convened and if the applicable laws,
regulations, other regulatory documents and/or the relevant
regulatory authorities of the jurisdictions where the
shares are listed and the listing rules contain relevant
provisions, the written materials concerning the nominee
set out in sub-paragraph (1) of this Article shall be
publicly announced together with the resolutions of the
board meeting in accordance with such provisions.
-----------------------------------------------------------------------------
(3) If a shareholder holding, alone or together, more
than three percent (3%) of the total voting shares of
the Company proposes an ex tempore motion on the election
of non-independent directors (excluding the employee
representative director) at the shareholders' general
meeting of the Company, the written notice specifying
the intention to propose a person for election as a director
and the willingness of the nominee to accept nomination
together with the written materials and undertakings
containing such particulars of the nominee as set out
in sub- paragraph
(1) of this Article shall be despatched to the Company
within ten (10) days prior to the shareholders' general
meeting. Such notice shall commence no earlier than the
day after the despatch of the notice of the meeting for
election of directors and end no later than seven (7)
days prior to the date of such meeting.
-----------------------------------------------------------------------------
Article 102 At a shareholders' general meeting, the cumulative voting
system shall be adopted for voting on the motions for
election of directors (excluding the employee representative
director). In other words, when electing two or more
directors at a shareholders' general meeting, the number
of voting rights carried by each of the shares held by
a voting shareholder is the same as the number of directors
to be elected such that a shareholder may exercise the
voting rights in a way to concentrate all his votes on
a particular candidate or
to spread his votes on several candidates.
Article 103 The Chairman and the deputy Chairmen shall be elected
and removed by more than one-half of all members of the
board of directors. The term of office of each of the
Chairman and the deputy chairmen shall be 3 years, which
term is
renewable upon re-election.
-------------------------------------------------------------------------
Article 104 The board of directors shall make inquiries with the
Party committee before making decisions on major issues
of the Company.
-------------------------------------------------------------------------
Article 105 The board of directors is responsible to the shareholders'
general meeting for formulating strategies, making decisions
and preventing risks and shall exercise the following
duties and powers in accordance with statutory
procedures and the Articles of Association:
-------------------------------------------------------------------------
(1) to be responsible for the convening of the shareholders'
general meeting and to report on its work to the shareholders
in general meetings;
-------------------------------------------------------------------------
(2) to implement the resolutions passed by the shareholders
in general meetings;
-------------------------------------------------------------------------
(3) to determine the Company's business plans and investment
proposals;
-------------------------------------------------------------------------
(4) to formulate the Company's preliminary and final
annual financial budgets;
-------------------------------------------------------------------------
(5) to formulate the Company's profit distribution proposal
and loss recovery proposal;
-------------------------------------------------------------------------
(6) to formulate proposals for the increase or reduction
of the Company's registered capital and for the issuance
of the Company's debentures;
-------------------------------------------------------------------------
(7) to draw up the Company's proposals for the merger,
division, dissolution or change of the form of the Company;
-------------------------------------------------------------------------
(8) to decide on other issues relating to the provision
of guarantee in favor of a third party other than those
must be approved at a shareholders' general meeting pursuant
to the laws, regulations, other regulatory documents
and these Articles of Association;
(9) to decide on the external investments, purchase and
sale of assets, creation of mortgage over assets, entrusted
asset management, connected transactions, external donations
and other matters within the scope of authorization conferred
by the shareholders' general meeting;
--------------------------------------------------------------------------
(10) to decide on the Company's internal management structure;
--------------------------------------------------------------------------
(11) to appoint or dismiss the president of the Company,
secretary to the board of directors, conduct appraisal
on their performance and determine remunerations; and
to appoint or dismiss, with reference to the nomination
by the president, the vice presidents, chief accountant,
chief pilot, general legal counsel and other senior officers,
conduct appraisal on their performance and determine
remunerations;
--------------------------------------------------------------------------
(12) to formulate the basic management structure of the
Company;
--------------------------------------------------------------------------
(13) to manage matters relating to the disclosure of
information by the Company;
--------------------------------------------------------------------------
(14) to make recommendations to the shareholders' general
meetings on the appointment or change of the accounting
firm which performs the audit work for the Company;
--------------------------------------------------------------------------
(15) to hear from the Company's president reports on
work performed and to inspect the work of the president;
--------------------------------------------------------------------------
(16) to formulate proposals for any amendment of the
Company's Articles of Association;
--------------------------------------------------------------------------
(17) to determine the risk management system, the internal
control system and
the legal compliance management system of the Company,
and monitor the relevant systems and their implementation;
--------------------------------------------------------------------------
(18) to guide, inspect and assess the internal audit
works and approve the annual audit plan and important
audit reports pursuant to laws;
--------------------------------------------------------------------------
(19) to promote the development of corporate governance
and supervise the legality of the operation of the management;
--------------------------------------------------------------------------
(20) to exercise any other powers stipulated by laws,
regulations, other regulatory documents and these Articles
of Association and conferred by the shareholders in general
meetings.
Resolutions by the board of directors on matters referred
to in the preceding paragraph may be passed by the affirmative
vote of more than half of the directors (amongst which
resolution on matters referred to in sub-paragraph (8)
shall require the affirmative vote of more than two-thirds
of the directors present at the board meeting) with the
exception of resolutions on matters referred to in subparagraphs
(6), (7) and (16) which shall require the
affirmative vote of more than two-thirds of all the directors.
-----------------------------------------------------------------------
If any director is connected with the enterprises that
are involved in the matters to be resolved by the board
meetings, he shall not exercise his voting rights for
such matters, nor shall he exercise voting rights on
behalf of other directors. Such board meetings shall
be convened by a majority of the directors present thereat
who are not connected. Resolutions made by the board
meetings shall be passed by a majority of the directors
that are not connected. The aforementioned matters that
must be passed by two-thirds or more of the directors
shall be passed by votes of two-thirds or more of the
directors that are not connected. If the number of non-connected
directors attending the board meetings falls short of
three, such matters shall be submitted to the shareholders'
general meeting of the Company for approval.
-----------------------------------------------------------------------
Resolutions made by the board of directors on the Company's
connected transactions shall come into effect only after
they are signed by the independent directors.
-----------------------------------------------------------------------
Article 106 The Chairman of the board of directors and the president
may exercise part of the functions and powers of the
board of directors upon authorization by the board of
directors. The authorization by the board of directors
and the exercise of the authorized functions and powers
by the authorized person shall comply with the relevant
regulations of the Measures for Authorization Management,
which is formulated by the board of directors.
-----------------------------------------------------------------------
Article 107 The board of directors shall not, without the prior approval
of shareholders in a general meeting, dispose of or agree
to dispose of any fixed assets of the Company where the
estimated value of the consideration for the proposed
disposal and the value of the consideration for any such
disposal of any fixed assets of the Company that has
been completed in the period of 4 months immediately
preceding the proposed disposal, on an aggregate basis
exceeds 33% of the value of the Company's fixed assets
as shown in the latest balance sheet which was considered
at a shareholders' general meeting.
-----------------------------------------------------------------------
For the purposes of this Article, "disposition" includes
an act involving the transfer of an interest in assets
but does not include the usage of fixed assets for the
provision of security.
The validity of a disposition by the Company shall not
be affected by any breach of the first paragraph of this
Article.
-------------------------------------------------------------------
Before the board of directors makes a decision on market
development, merger and acquisition, investment in new
areas, etc., in relation to projects involving investment
or acquisition or merger exceeding a certain proportion
(to be determined by shareholders' meeting) of the total
assets of the Company, an independent consulting agency
shall be engaged to provide professional opinions which
shall be an important basis of the decisions of the board
of
directors.
-------------------------------------------------------------------
Article 108 Unless otherwise provided for in the laws, regulations,
other regulatory documents and/or the relevant requirements
of regulatory authorities of the jurisdictions where
the shares are listed and the listing rules, the board
of directors shall, within the scope of authority as
conferred by the shareholders' general meeting, have
the right to decide on an investment (including risk
investment) or acquisition project. For any major investment
or acquisition project which is beyond the limits of
authority of the board of directors to examine 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 109 The board of directors may establish the strategy and
investment committee, the audit and risk management committee
(the supervision committee), the nomination committee,
the remuneration and appraisal committee, the aviation
safety committee and other special committees. The members'
composition, duties and responsibilities, and procedures
of each special committee of the board of directors are
specifically determined according to the terms of reference
of each special committee, which are drawn up by the
board of directors.
-------------------------------------------------------------------
Article 110 The Chairman of the board of directors shall exercise
the following powers:
(1) to preside over shareholders' general meetings and
to convene and preside over meetings of the board of
directors;
-------------------------------------------------------------------
(2) to check on the implementation of resolutions passed
by the board of directors at directors' meetings;
-------------------------------------------------------------------
(3) to sign the securities certificates issued by the
Company;
-------------------------------------------------------------------
(4) to sign important documents of the board of directors
and other documents that shall be signed by the legal
representative of the Company;
(5) to exercise the authorities of legal representative;
------------------------------------------------------------------------
(6) to receive reports on operation and management and
study related issues;
------------------------------------------------------------------------
(7) to manage the internal audit of the Company as the
primary responsible person for internal audit work;
------------------------------------------------------------------------
(8) in the event of emergency due to force majeure or
major crisis that makes it impossible to convene a board
meeting in a timely manner, to exercise special disposal
powers within the authority of the board of directors
in accordance with laws and regulations and in the interests
of the Company, and to report to the board of directors
after exercising such power so as to ratify the same
in accordance with the procedures;
------------------------------------------------------------------------
(9) to exercise other powers conferred by the board of
directors.
------------------------------------------------------------------------
The vice chairman of the board of directors shall assist
the chairman of the board of directors with his/her duties.
Should the chairman of the board of directors be unable
to perform or fail to perform his/her duties, the vice
chairman of the board of directors shall perform the
said duties. Should the vice chairman of the board of
directors be unable to perform or fail to perform his/her
duties, a director jointly elected by more than half
of the number of Directors shall perform the said duties.
------------------------------------------------------------------------
Article 111 Meetings of the board of directors shall be held at least
four times every year and shall be convened by the Chairman
of the board of directors. All directors and supervisors
shall be notified of the meeting fourteen days beforehand.
The
notice of the board meetings shall contain:
------------------------------------------------------------------------
(1) date, venue and duration of the meeting;
------------------------------------------------------------------------
(2) reasons and matters for discussion;
------------------------------------------------------------------------
(3) date of issuance of the notice.
------------------------------------------------------------------------
Extraordinary meeting of the board of directors shall
be convened by the
Chairman within ten days of the occurrence of any of
the following events and shall not be subject to the
abovementioned period of notice:
------------------------------------------------------------------------
(1) where shareholders representing more than 10% of
the voting rights propose to do so;
(2) where the chairman of the board of directors deems
it necessary;
----------------------------------------------------------------------
(3) where one-third or more of the directors jointly
propose to do so;
----------------------------------------------------------------------
(4) where one half or more of the independent directors
jointly propose to do so;
----------------------------------------------------------------------
(5) where the supervisory committee proposes to do so;
----------------------------------------------------------------------
(6) where the president proposes to do so;
----------------------------------------------------------------------
(7) where the securities regulatory authority requires
to do so; and
----------------------------------------------------------------------
(8) where other circumstances specified in the Articles
of Association of the Company occur.
----------------------------------------------------------------------
The meetings of the board of directors shall be conducted
in Chinese and where necessary, may have an interpreter
to provide Chinese and English translation during the
meetings.
----------------------------------------------------------------------
Article 112 The notice of board meeting shall be issued via the following
methods:
----------------------------------------------------------------------
(1) For periodic meetings of the board of directors of
which the time and venue have been stipulated by the
board of directors beforehand, no notice of the convening
of such meetings will be needed.
----------------------------------------------------------------------
(2) For meetings of the board of directors of which the
time, venue and agenda have not been decided by the board
of directors beforehand, the secretary of the board of
directors shall notify the directors and supervisors
of the time and venue of such meeting at least 14 days
in advance by telex, by telegram, by facsimile, by express
service or by registered mail or in person or by email,
unless otherwise provided for in
Article 111 herein.
----------------------------------------------------------------------
(3) Notice of meetings may be served in Chinese, with
an English translation
attached thereto when necessary. A director may waive
his right to receive notice of a board meeting.
----------------------------------------------------------------------
Article 113 All directors must be notified about the important matters
that shall be decided by the board of directors within
the time limit stipulated in Article 112 of these Articles
of Association and sufficient materials shall be provided
at the same time in strict compliance with the required
procedures. Directors may request for supplementary information.
If more than one-fourth of the directors or more than
two outside directors consider that the materials provided
are not sufficient or supporting arguments are not clear,
they may jointly propose to postpone the board meeting
or postpone the discussion of certain matters on the
agenda of the board meeting and the board of directors
shall accept such proposal.
Notice of a meeting shall be deemed to have been given
to any director who attends the meeting without protesting
against, before or at its commencement, any lack of notice.
-------------------------------------------------------------------
In principle, the board meetings shall be convened in
the form of on-site meetings. When the directors have
sufficient information to vote, they may also pass the
resolution by forms of communication such as video conference
and teleconference, or a combination of onsite meeting
and other forms of communication or present such information
in writing to be considered separately as a written resolution.
If a board meeting is held in the form of a teleconference,
with the aid of similar communication equipment or a
combination of onsite meeting and the afore- mentioned
forms of communication, so long as the directors participating
in the meeting can clearly hear and communicate with
each other, they shall be deemed to be present in person
at the meeting.
-------------------------------------------------------------------
Article 114 A board of directors meeting shall only be convened if
a majority of the number of the board members are present
(including any directors appointed pursuant to Article
115 of these Articles of Association to attend the meeting
as the representatives of other directors). Each director
has one vote. Any resolution requires the affirmative
votes of more than half of all the board of directors
in order to be passed.
-------------------------------------------------------------------
Article 115 Directors shall attend the meetings of the board of directors
in person. Where a director is unable to attend a meeting
for any reason, he may by a written power of attorney
appoint another director to attend the board meeting
on his behalf. The power of attorney shall set out the
names of the proxies, the matters to be dealt with by
the agents, the scope of the authorization and the effective
term thereof. The powers of attorney shall be signed
or sealed by the
principals.
-------------------------------------------------------------------
A Director appointed as the representative of another
director to attend the meeting shall exercise the rights
of a director within the scope of authority conferred
by the appointing director. Where a director is unable
to attend a meeting of the board of directors and has
not appointed a representative to attend the meeting
on his behalf, he shall be deemed to have waived his
right to vote at the meeting.
Expenses incurred by a director for attending a meeting
of the board of directors shall be paid by the Company.
These expenses include the costs of transportation between
the premises of the director and the venue of the meeting
in different cities and accommodation expenses during
the meeting. Rent of the meeting place, local transportation
costs and other reasonable out- of-pocket expenses shall
be paid by the Company.
---------------------------------------------------------------
Article 116 The board of directors may accept a written resolution
in lieu of a board meeting provided that a draft of such
written resolution shall be delivered to each director
in person, by mail, by telegram, by facsimile or by email.
If the board of directors has delivered such proposed
written resolution to all the directors and the directors
who signed and approved such resolution have reached
the required quorum, and the same have been delivered
to the secretary of the board of directors, then such
resolution shall take effect as a
resolution of the board meeting, without having to hold
a board meeting.
---------------------------------------------------------------
Article 117 The board of directors shall keep minutes of resolutions
passed at meetings of the board of directors in Chinese.
The directors attending the board meeting shall have
the right to request to have the descriptive information
on their speech given thereat to be recorded in the minutes.
Opinions of the independent (non-executive) directors
shall be clearly stated in the resolutions of the board
of directors. The minutes of each board meeting shall
be provided to all the directors promptly. Directors
who wish to amend or supplement the minutes shall submit
the proposed amendments to the Chairman in writing within
one week after receipt of the meeting minutes. The minutes
shall be signed by the directors present at the meeting
and the person who recorded the minutes after they are
finalised. The minutes of board meetings shall be kept
at the premises of the Company in the PRC and a complete
copy of the minutes shall be promptly sent to each director.
Documents of meetings shall be kept as permanent records.
---------------------------------------------------------------
Article 118 Where a written resolution is reached in the absence
of the statutory procedures but has been signed by the
directors, even if each director has expressed his/her
view in different ways, such resolution of the board
meeting
shall have no legal effect.
---------------------------------------------------------------
If a resolution of the meeting of the board of directors
violates the laws, regulations, other regulatory documents,
the Company's Articles of Association and resolutions
of shareholders' general meetings, the directors who
participated in the passing of such resolution shall
be directly liable therefor. However, if it can be proven
that a director had expressly objected to the resolution
when the resolution was voted on, and that such objection
was recorded in the minutes of the meeting, such director
may be released from such liability. A director who abstained
from voting or was absence from the meeting without appointing
a proxy to attend on his or her behalf may not be released
from such liability. A director who had expressly objected
to the resolution during discussion but had not clearly
vote against such motion may not be released from such
liability.
Article 119 Subject to all relevant laws and administrative regulations,
the shareholders' general meeting may remove any director
(excluding the employee representative director) by an
ordinary resolution before the expiration of his term
of office. However, the director's right to claim for
damages arising from his removal shall not be affected
thereby.
-----------------------------------------------------------------
Article 120 A director may resign prior to the expiration of his
term of office. If a director resigns from his office,
he shall submit a written report of his resignation to
the board of directors. Independent directors shall provide
an explanation on the circumstances which are relevant
to his resignation and which in his opinion are necessary
to bring to the attention of the shareholders and creditors
of the Company.
-----------------------------------------------------------------
If the resignation of a director will result in the board
of directors of the Company having less than the statutory
minimum number of directors, then such director's report
of resignation shall only become effective after a new
independent director has been appointed to fill the vacancy
so caused by his resignation. The Company shall convene
an ad hoc meeting or employee representative meeting
as soon as possible to elect a director to fill up the
vacancy arising from the resignation of the director.
Before a decision is made at the shareholders' general
meeting or the employee representative meeting regarding
the election of the director, the functions and powers
of the resigning director and the remaining board of
director shall be restricted to a reasonable extent.
-----------------------------------------------------------------
If the resignation of an independent director will result
in the board of directors of the Company or its special
committees having less than the minimum required proportion
of independent directors as required by the relevant
laws and regulations or the Articles of Association or
result in lack of accounting professionals among the
independent directors, then such independent director's
report of resignation shall only become effective after
a new independent director has been appointed to fill
the vacancy so caused by
his resignation.
Other than conditions aforementioned, the resignation
of director shall be effective upon the delivery of its
resignation report to the board of directors.
---------------------------------------------------------------------------
CHAPTER 11: INDEPENT DIRECTORS
Article 121 Candidates for the independent directors shall be nominated
by the board of directors, supervisory committee or shareholder(s)
holding, whether alone or together, one percent (1%)
or more of the total amount of voting shares in the Company
and elected at shareholders' general meeting. The investor
protection institution established according to laws
may publicly request the shareholders to entrust it to
exercise the right to nominate independent directors
on their
behalf.
---------------------------------------------------------------------------
(1) The nominator of a candidate for the independent
directors shall seek the consent of such candidate prior
to nomination and shall have a full understanding towards
the profession, education, job position, detailed working
experience and all other positions held concurrently,
and whether there is any gross dishonesty or other adverse
records as well as preparing written materials containing
the said information to the Company. Candidates shall
undertake to the Company in writing that they have agreed
to accept the nomination and that all disclosed information
relating to them are true and complete and shall guarantee
that they will conscientiously perform the director's
responsibilities when elected.
---------------------------------------------------------------------------
(2) The nominator shall provide his opinion in connection
with the qualification and independency of such nominees
for acting as an independent director. If the applicable
laws, regulations, other regulatory documents and/or
the relevant listing rules contain the relevant provisions,
the nominee shall make a public statement in accordance
with such provisions that there does not exist any relationship
between himself and the Company which may influence his
independent objective judgement.
---------------------------------------------------------------------------
(3) If the nomination of a candidate for the independent
directors is taken place before the board meeting of
the Company is convened and if the applicable laws, regulations,
other regulatory documents and/or the relevant listing
rules contain the relevant provisions, the written materials
concerning the nominee set out in subparagraphs (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 of the Company or the supervisory
committee proposes an ex tempore motion on the election
of non-independent directors, the written notice specifying
the intention to propose a person for election as a director
and the willingness of the nominee to accept nomination
together with the written materials and undertakings
containing such particulars of the nominee as set out
in subparagraphs (1) and (2) of this Article shall be
despatched to the Company within ten (10) days prior
to the shareholders' general meeting.
----------------------------------------------------------------------------
(5) Before a general meeting of shareholders is convened
to elect independent directors, if the applicable laws,
regulations, other regulatory documents 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
qualify 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 122 A person acting as an independent director shall fulfil
the following basic requirements:
----------------------------------------------------------------------------
(1) he or she shall possess the qualifications to act
as the director of the
Company in accordance the relevant requirements of laws,
regulations and other regulatory documents;
----------------------------------------------------------------------------
(2) he or she conforms with independence required by
the relevant laws, regulations, other regulatory documents
and the listing rules;
(3) he or she possesses the basic knowledge of operation
of a listed company and is familiar with relevant laws
and administrative regulations as well as rules and regulations
(including but not limited to the accounting
principles);
---------------------------------------------------------------------------
(4) he or she shall have not less than 5 years experience
in law, accounting, economics or other working experience
necessary for performing duties of an independent director;
---------------------------------------------------------------------------
(5) he or she shall have good character traits and shall
not have any gross dishonesty or other adverse records;
---------------------------------------------------------------------------
(6) he or she shall fulfil other conditions as provided
for in these Articles of Association.
---------------------------------------------------------------------------
Article 123 Independent directors shall have independence. Unless
otherwise required by the relevant laws, regulations,
other regulatory documents and/or the relevant
listing rules, none of the following persons shall act
as independent directors:
---------------------------------------------------------------------------
(1) persons working in the Company or its subsidiaries,
as well as their direct family members or major social
relations (in which direct family members refer to their
spouses, parents and children etc.; and major social
relations refer to siblings, parents-in-law, sons or
daughters-in-law, spouses of their siblings and siblings
of their spouses etc.);
---------------------------------------------------------------------------
(2) natural person shareholders as well as their direct
family members who directly or indirectly hold not less
than one percent (1%) of the issued shares of the Company
or who are ranked as the top ten shareholders of
the Company;
---------------------------------------------------------------------------
(3) persons as well as their direct family members who
work in entities which are such shareholders of the Company
directly or indirectly holding not less than five percent
(5%) of the shares of the Company in issue or which are
ranked as the top five shareholders of the Company;
---------------------------------------------------------------------------
(4) persons as well as their direct family members who
work in the
subsidiary of the Company's controlling shareholder and
actual controller;
---------------------------------------------------------------------------
(5) persons who have material business transactions with
the Company and its controlling shareholders, actual
controllers or their respective subsidiaries, or persons
who hold positions in such entities and their controlling
shareholders or actual controllers that have material
business transactions with the same;
(6) persons who provide financial, legal, consulting,
recommendation and other services for the Company, its
controlling shareholders, actual controllers or their
respective subsidiaries, including but not limited to
all personnel of the project team, reviewers at all levels,
personnel signing the report, partners, directors, senior
officers and principal responsible persons of the intermediary
institutions providing services;
--------------------------------------------------------------------------
(7) persons who have satisfied the conditions stated
in sub-paragraph (1) to sub-paragraph (6) in the last
12 months;
--------------------------------------------------------------------------
(8) persons who are determined by the authority in charge
of securities to be unqualified to act as independent
directors.
--------------------------------------------------------------------------
The subsidiaries of the controlling shareholders and
actual controllers of the Company mentioned in preceding
subparagraphs (4) to (6) do not include the enterprises
controlled by the same state-owned assets management
institution as the Company and not forming a connected
relationship with the Company according to relevant regulations.
--------------------------------------------------------------------------
Independent directors shall conduct self-examination
on their independence every year and submit the self-examination
results to the board of directors. The board of directors
shall evaluate the independence of the independent directors
in office and issue special opinions every year, which
shall be disclosed together with the annual report.
--------------------------------------------------------------------------
Article 124 If an independent director fails to attend two consecutive
board meetings in person and to appoint other independent
directors to attend on his/her behalf, the board of directors
shall propose at the shareholders' general meeting that
such independent director should be removed. Where an
independent director is removed from office prior to
the expiration of his/her term of office by the Company
through statutory procedures, the Company shall make
special disclosure. The removed independent director
may make a public statement if
he believes that he has been improperly removed from
his office.
--------------------------------------------------------------------------
Article 125 Independent directors shall perform the following duties:
--------------------------------------------------------------------------
(1) to participate in the decision-making of the board
of directors and express clear opinions on the matters
discussed;
--------------------------------------------------------------------------
(2) to supervise the potential material conflicts of
interest between the Company and its controlling shareholders,
actual controllers, directors and senior officers in
accordance with the relevant provisions of the Measures
for the Administration of Independent Directors of Listed
Companies, so as to ensure that the decisions of the
board of directors are in line with the overall interests
of the Company and protect the legitimate rights and
interests of minority shareholders;
(3) to provide professional and objective suggestions
on the operation and development of the Company, and
promote the improvement of the
decision-making level of the board of directors;
--------------------------------------------------------------------------
(4) other duties as stipulated by laws, regulations and
the Articles of Association.
--------------------------------------------------------------------------
Article 126 Apart from such powers as conferred on a director under
the Company Law and other relevant laws, regulations,
other regulatory documents and the Articles of Association,
an independent director shall also have the following
special functions and powers:
--------------------------------------------------------------------------
(1) to independently engage an intermediary to audit,
consult on or verify specific matters of the Company;
--------------------------------------------------------------------------
(2) to propose to the board of directors to convene an
extraordinary general meeting;
--------------------------------------------------------------------------
(3) to propose to convene a board meeting;
--------------------------------------------------------------------------
(4) to publicly solicit shareholders' rights from shareholders
according to laws;
--------------------------------------------------------------------------
(5) to express independent opinions on matters that may
damage the rights and interests of the Company or minority
shareholders;
--------------------------------------------------------------------------
(6) other functions and powers as stipulated by laws,
regulations and the Articles of Association.
--------------------------------------------------------------------------
An independent director shall obtain the consent from
more than half of all independent directors in the case
of exercising his/her functions as described in preceding
sub-paragraphs (1) to (3).
--------------------------------------------------------------------------
If an independent director exercises the functions and
powers as described in the sub-paragraph (1) of this
Article, the Company shall timely disclose the same.
If the aforesaid functions and powers cannot be normally
exercised, the
Company shall disclose the specific circumstances and
reasons.
Article 127 The following matters shall be submitted to the board
of directors for consideration after being approved by
more than half of all independent directors:
(1) connected transactions that should be disclosed;
-------------------------------------------------------------------
(2) changes in or waivers of commitments by the Company
and related parties;
-------------------------------------------------------------------
(3) the decisions made and measures taken by the board
of directors of the acquired company in connection with
the acquisition;
-------------------------------------------------------------------
(4) other matters as stipulated by laws, regulations
and the Articles of Association.
-------------------------------------------------------------------
Article 128 The independent directors shall hold special meetings
on a regular or irregular basis, and the matters as described
in sub-paragraphs (1) to (3) of paragraph 1 of Article
126 and Article 127 of these Articles of Association
shall be
considered at special meetings of independent directors.
-------------------------------------------------------------------
The special meeting of independent directors may study
and discuss other matters of the Company as required.
-------------------------------------------------------------------
The special meeting of independent directors shall be
convened and presided over by an independent director
jointly recommended by more than half of the independent
directors; if the convener does not perform his duties
or is unable to perform his duties, two or more independent
directors may convene the meeting and elect a representative
to preside over the meeting on their own.
-------------------------------------------------------------------
The Company shall provide convenience and support for
the convening of special meetings of independent directors.
-------------------------------------------------------------------
Article 129 Independent directors shall submit an annual working
report to the shareholders' general meeting to give an
account of the performance of their duties.
-------------------------------------------------------------------
CHAPTER 12: SECRETARY OF THE BOARD OF DIRECTORS
Article 130 The Company shall have one (1) secretary of the board
of directors. The secretary shall be a senior officer
of the Company.
--------------------------------------------------------------------------
The board of directors shall establish a secretariat
of the board of directors.
--------------------------------------------------------------------------
Article 131 The secretary of the Company's board of directors shall
be a natural person who has the requisite professional
knowledge and experience, and shall be appointed by the
board of directors.
--------------------------------------------------------------------------
The main tasks and duties of the secretary of the board
of directors include:
(1) assist the board of directors of the Company to strengthen
the development of modern enterprise system and corporate
governance mechanism with Chinese characteristics, organize
research on corporate governance and organize the formulation
of rules and regulations in relation to corporate governance;
--------------------------------------------------------------------------
(2) to organize the implementation of the corporate governance
system and manage the relevant affairs;
--------------------------------------------------------------------------
(3) assist the directors in the day-to-day work of the
board of directors, continuously provide the directors
with, advise the directors of and ensure that the directors
understand the regulations, policies and requirements
of the foreign and domestic regulatory authorities on
the operation of the Company, assist the directors and
the president in effectively complying with relevant
foreign and domestic laws, regulations, the Company's
Articles of Association and other relevant
regulations;
--------------------------------------------------------------------------
(4) responsible for the organization and preparation
of documents for board meetings and shareholders' meetings,
take proper meeting minutes, ensure that the resolutions
passed at the meetings comply with statutory procedures
and supervise the implementation of the resolutions of
the board of directors;
--------------------------------------------------------------------------
(5) responsible for the organization and coordination
of information
disclosure, coordinate the relationship with investors
and enhance transparency of the Company;
--------------------------------------------------------------------------
(6) participate in arranging of financing through capital
markets;
--------------------------------------------------------------------------
(7) deal with intermediaries, regulatory authorities
and media, maintain good public relations work;
(8) assist the Chairman in formulating major proposals,
establishing or amending various rules and regulations
for the operation of the board of
directors;
---------------------------------------------------------------------
(9) execute other tasks assigned by the board of directors
or the chairman of the board of directors;
---------------------------------------------------------------------
(10) other duties as stipulated by laws, regulations,
other regulatory documents (including the listing rules)
and the Articles of Association.
---------------------------------------------------------------------
Article 132 A director or other senior management personnel of the
Company may also act as the secretary of the board of
directors.
---------------------------------------------------------------------
Where the office of secretary is held concurrently by
a director, and an act is required to be done by a director
and a secretary separately, the person who holds the
office of director and secretary may not perform the
act in a dual capacity.
---------------------------------------------------------------------
Article 133 The secretary of the board of directors shall diligently
exercise his duties in accordance with the laws, administrative
regulations, departmental rules and
the relevant provisions of these Articles of Association.
---------------------------------------------------------------------
The secretary of the board of directors shall assist
the Company in complying with the relevant PRC laws and
the rules of the securities exchange on which the shares
of the Company are listed.
---------------------------------------------------------------------
CHAPTER 13: PRESIDENT
Article 134 The Company shall have a president who shall be appointed
or dismissed by the board of directors.
---------------------------------------------------------------------
The Company shall have several vice presidents, one chief
financial officer, one chief pilot and one general legal
counsel who shall assist the president. The vice presidents,
chief financial officer, chief pilot and general legal
counsel shall be nominated by the president and appointed
or dismissed by the board of the directors.
---------------------------------------------------------------------
Article 135 The term of office for a president shall be 3 years and
is renewable if re- appointed.
---------------------------------------------------------------------
Article 136 The president shall be accountable to the board of directors
and shall exercise the following functions and powers:
(1) to be in charge of the Company's production, operation
and management and to organize the implementation of
the resolutions of the board of
directors;
-----------------------------------------------------------------------
(2) to organize the implementation of the Company's annual
business plan and investment proposal;
-----------------------------------------------------------------------
(3) subject to applicable laws and these Articles of
Association, to decide on transactions, which are related
to the Company's main business, and the value of which
shall not exceed certain amount, or certain proportion
of the Company's latest audited net assets (the said
amount and proportion to be determined by the shareholders'
meeting);
-----------------------------------------------------------------------
(4) to sign contracts and agreements on behalf of the
Company in accordance
with the authorization granted by the board of directors
or the legal representative;
-----------------------------------------------------------------------
(5) to draft plans for the establishment of the Company's
internal management structure, and where necessary, make
plans for general institutional adjustment;
-----------------------------------------------------------------------
(6) to draft the Company's basic management system;
-----------------------------------------------------------------------
(7) to formulate basic rules and regulations for the
Company;
-----------------------------------------------------------------------
(8) to propose the appointment or dismissal of the vice
presidents, chief accountant, chief pilot and general
legal counsel of the Company;
-----------------------------------------------------------------------
(9) to appoint or dismiss management personnel other
than those required to be appointed or dismissed by the
board of directors;
-----------------------------------------------------------------------
(10) to propose to convene an extraordinary meeting of
the board of directors;
-----------------------------------------------------------------------
(11) other powers conferred by the Articles of Association
and the board of directors.
-----------------------------------------------------------------------
Article 137 The president shall attend meetings of the board of directors.
The president who is not a director shall not have the
right to vote at board meetings.
-----------------------------------------------------------------------
Article 138 In performing their duties and powers, the president,
vice presidents, chief accountant, chief pilot, general
legal counsel and other senior officers shall act honestly
and diligently in accordance with laws, regulations,
other regulatory
documents and the Articles of Association.
CHAPTER 14: SUPERVISORY COMMITTEE
Article 139 The Company shall have a supervisory committee. The supervisory
committee is a permanent supervisory body of the Company
responsible for supervising the board of directors and
its members, the president, vice presidents, chief financial
officer and other senior officers of the Company to prevent
them from abusing their powers and infringing the legal
rights and interests of the
shareholders, the Company and its employees.
------------------------------------------------------------------
Article 140 The supervisory committee shall compose of five (5) supervisors.
The number of outside supervisor (hereinafter meaning
supervisors who do not hold office in the Company) shall
account for one half or more of the total number of supervisory
committee members. The number of supervisors representing
employees shall not be less than one-third (1/3) of the
total number of supervisors. The supervisory committee
shall have one (1) chairman who shall be elected by more
than half of the number of supervisors. Each supervisor
shall serve for a term of 3 years, which term is renewable
upon reelection and re-appointment.
------------------------------------------------------------------
The chairman of the supervisory committee shall organise
the implementation of the duties of the supervisory committee.
------------------------------------------------------------------
Article 141 The supervisory committee shall include three (3) supervisors
who shall represent the shareholders (all of whom are
outside supervisors) and two (2) supervisors who shall
represent the employees. Supervisors who represent the
shareholders shall be elected or removed by the shareholders
in general meetings, and the supervisor who represents
employees shall be elected or removed by the employees
democratically.
------------------------------------------------------------------
Where necessary, the supervisory committee may establish
an office responsible for the day-to-day work of the
supervisory committee.
------------------------------------------------------------------
Article 142 The list of candidates for supervisors representing shareholders
shall be proposed in form of a motion to the shareholders'
general meeting for resolution. Candidates for supervisors
representing employees shall be nominated by the board
of directors, supervisory committee or by shareholder(s)
holding, alone or together, more than three percent (3%)
of the total amount of voting shares in the Company and
shall be elected or
removed at the shareholders' general meeting.
------------------------------------------------------------------
Article 143 The cumulative voting method shall be adopted for voting
the resolution to elect supervisors (excluding supervisors
acted by staff representatives) at the shareholders'
general meeting of the Company. Namely, for the election
of more than two supervisors at the shareholders' general
meeting, each share held by the shareholders participating
in the voting shall carry the voting right equal to the
total number of supervisors to be elected. The shareholders
can either cast all the votes to elect one person or
cast the votes to elect several
persons.
Article 144 The directors, president, vice presidents and other senior
management of the Company shall not act concurrently
as supervisors.
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Article 145 The board of supervisors' meetings shall be convened
at least once every 6 months. The chairman of the board
of supervisors shall convene and chair the said meetings.
Should the chairman of the board of supervisors be unable
to perform his/her duties or fail to perform his/her
duties, a supervisor jointly elected by more than half
of the number of supervisors shall convene and chair
the board of supervisors' meeting. A notice of the board
of supervisors' meetings shall be delivered to all supervisors
in writing 10 days prior to the convening of the said
meeting. The notice of meeting shall incorporate the
following information:
--------------------------------------------------------------------
(1) The date, venue and duration of the meeting;
--------------------------------------------------------------------
(2) The reason for convening the meeting and the topics
for discussion thereat;
--------------------------------------------------------------------
(3) The date on which the notice is issued.
--------------------------------------------------------------------
Article 146 If, at the time when the term of office of a supervisor
expires, the election of a new supervisor is not held
in time, and if a supervisor resigns during his/her term
of office and causes the number of members of the supervisory
committee fall below those required by law, the incumbent
supervisor shall continue to perform his/her supervisor's
responsibilities in accordance with the relevant laws,
administrative regulations and these Articles of Association
until the newly elected supervisor take his/her office.
--------------------------------------------------------------------
Article 147 The supervisory committee shall be accountable to the
shareholders in a general meeting and shall exercise
the following functions and powers in
accordance with law:
--------------------------------------------------------------------
(1) to review the Company's financial position situation,
to examine the Company's reports prepared by the board
of directors on a regular basis and to prepare written
opinion after the same have been examined;
--------------------------------------------------------------------
(2) to monitor the performance directors, president,
vice presidents, financial controller and other senior
officers of their duties to ensure that they do not act
in contravention of any law, regulation or the Articles
of Association, and to recommend the dismissal of any
directors and senior management personnel who has violated
the laws, administrative regulations, the Articles of
Association or the resolutions passed at the shareholders'
general meetings;
(3) to demand any director, president, vice president,
financial controller or any other senior officer who
acts in a manner which is harmful to the
Company's interest to rectify such behaviour;
---------------------------------------------------------------------------
(4) to verify the financial information such as the financial
report, business report and plans for distribution of
profits to be submitted by the board of directors to
the shareholders' general meetings and to authorize,
in the Company's name, publicly certified accountants
and practising auditors to assist in the re-examination
of such information should any doubt arise in respect
thereof;
---------------------------------------------------------------------------
(5) to propose to a motion at the shareholder's annual
general meeting;
---------------------------------------------------------------------------
(6) to propose to convene an extraordinary general meeting
and to convene
and preside over the shareholders' general meetings when
the board of directors fails to do so;
---------------------------------------------------------------------------
(7) to propose to convene an extraordinary meeting of
the board of directors;
---------------------------------------------------------------------------
(8) to represent the Company in negotiations with, or
in bringing actions against, a director or senior management
officer;
---------------------------------------------------------------------------
(9) other functions and powers specified in laws, administrative
regulations and in these Articles of Association as well
as those as conferred by the shareholders' general meeting.
---------------------------------------------------------------------------
The supervisory committee may make recommendations on
the appointment of accounting firm by the Company, may
appoint another accounting firm in the name of the Company
when necessary to examine financial affairs of the Company
independently, and may directly report relevant information
to the authorities in charge of securities of the State
Council and other relevant authorities.
---------------------------------------------------------------------------
Outside supervisors shall report independently to the
shareholders' meeting on whether the senior officers
perform their duties honestly and diligently.
Supervisors may attend meetings of the board of directors
as observers, and to interrogate or give suggestion to
the resolutions at the board of directors.
-----------------------------------------------------------------------
Article 148 Supervisors may require the directors, the president,
vice president and other senior management personnel
to the Board and internal and external auditing personnel
to attend meetings of the supervisory committee and to
answer
matters of concerns of the supervisory committee.
-----------------------------------------------------------------------
Article 149 Resolutions of the supervisory committee shall be passed
by more than half of the number of supervisors.
-----------------------------------------------------------------------
Article 150 The supervisory committee shall take minutes of the resolutions
at the meetings. Supervisors who attend the meeting and
the person taking the minutes shall sign the minutes.
The supervisors attending the supervisory committee meeting
shall have the right to request to have the descriptive
information on their speech given thereat to be recorded
in the minutes. Minutes of the supervisory committee
meeting shall be treated as important file and kept properly
for a period of at least 10 years.
-----------------------------------------------------------------------
Article 151 All reasonable fees incurred in respect of the employment
of professionals (such as, lawyers, certified public
accountants or practising auditors) which are required
by the supervisory committee in the exercise of its functions
and
powers shall be borne by the Company.
-----------------------------------------------------------------------
Article 152 A supervisor shall carry out his duties honestly and
faithfully in accordance with laws, administrative regulations
and the Articles of Association.
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CHAPTER 15: THE QUALIFICATIONS AND DUTIES OF THE DIRECTORS, SUPERVISORS,
PRESIDENT, VICE PRESIDENTS AND OTHER SENIOR OFFICERS OF THE COMPANY
Article 153 A person may not serve as a director, supervisor, president,
vice presidents or any other senior officers of the Company
if any of the following circumstances apply:
-----------------------------------------------------------------------
(1) a person who does not have or who has limited capacity
for civil conduct;
-----------------------------------------------------------------------
(2) a person who has been sentenced for corruption, bribery,
infringement of
property or misappropriation of property or other crimes
which disrupt the social economic order, where less than
5 years have elapsed since the
-----------------------------------------------------------------------
sentence was served, or a person who has been deprived
of his political rights and not more than 5 years have
elapsed since the sentence was served;
(3) a person who is a former director, factory manager
or manager of a company or enterprise which has been
dissolved or put into liquidation and who was personally
liable for the winding up of such company or enterprise,
where less than 3 years have elapsed since the date of
completion of the insolvent liquidation of the company
or enterprise;
---------------------------------------------------------------------------
(4) a person who is a former legal representative of
a company or enterprise the business licence of which
was revoked due to violation of law and who are personally
liable therefor, where less than 3 years have elapsed
since the date of the revocation of the business licence;
---------------------------------------------------------------------------
(5) a person who has a relatively large amount of debts
which have become overdue;
---------------------------------------------------------------------------
(6) a person who is currently under investigation by
judicial organs for violation of criminal law;
---------------------------------------------------------------------------
(7) a person who, according to laws, administrative regulations
or departmental rules, cannot act as a leader of an enterprise;
---------------------------------------------------------------------------
(8) a person other than a natural person;
---------------------------------------------------------------------------
(9) a person who has been convicted by the competent
authority for violation of relevant securities regulations
and such conviction involves a finding that such person
has acted fraudulently or dishonestly, where less than
5 years have elapsed since the date of such conviction;
---------------------------------------------------------------------------
(10) a person who has been confirmed by the authority
in charge of securities
of the State Council as being prohibited from participating
in the market or have not been released from such prohibition;
---------------------------------------------------------------------------
(11) other contents as provided for by the laws, administrative
regulations or departmental rules.
---------------------------------------------------------------------------
If any of the above circumstances occurs on the part
of a director during his term of office, the board of
directors shall, starting from the date on which they
are aware thereof, forthwith cease the performance of
duties by the relevant director and propose to remove
such director at the shareholders' general meeting. If
any of the above circumstances occurs on the part of
the president during his term of office, the board of
directors shall, starting from the date on which they
are aware thereof, forthwith cease the performance of
duties by the relevant president and convene a board
meeting to dismiss such president. If any of the above
circumstances occurs on the part of a supervisor during
his term of office, the supervisory committee shall,
starting from the date on which it is aware thereof,
forthwith cease the performance of duties by the relevant
supervisor and propose to remove such supervisor at the
shareholders' general meeting or the employee representatives'
meeting.
Article 154 No director may act in his own name or on behalf of the
Company or the board of directors without legal authorization
pursuant to the provisions of the Articles of Association
or by the board of directors. In the course of acting
in his own name, a director shall state his position
and identity insofar as a third party may reasonably
believe that such director is acting on behalf of the
Company or the board of directors.
------------------------------------------------------------------------
Article 155 The directors of the Company shall comply with the laws,
administrative regulations and these Articles of Association,
and shall have the following loyalty obligations to the
Company:
------------------------------------------------------------------------
(1) not to take advantage of his authority to accept
bribes or other illegal income, and not to misappropriate
the property of the Company;
------------------------------------------------------------------------
(2) not to misappropriate the funds of the Company;
------------------------------------------------------------------------
(3) not to open an account in his own name or in the
name of any other individual to deposit the assets or
funds of the Company;
------------------------------------------------------------------------
(4) not to lend the Company's funds to others or provide
guarantees for others with the Company's property in
violation of the provisions of these Articles of Association
and without the consent of the shareholders'
general meetings or the board of directors;
------------------------------------------------------------------------
(5) not to enter into contracts or conduct transactions
with the Company in
violation of the provisions of these Articles of Association
or without the consent of the shareholders' general meeting;
------------------------------------------------------------------------
(6) without the consent of the shareholders' general
meeting, not to take advantage of his authority to seek
for himself or others business opportunities that should
belong to the Company, or to engage in
business of the same kind as that of the Company for
himself or others;
(7) not to accept commissions from transactions with
the Company for his own benefit;
----------------------------------------------------------------------------
(8) not to disclose the secrets of the Company without
authorization;
----------------------------------------------------------------------------
(9) not to damage the interests of the Company by taking
advantage of its connected relationship;
----------------------------------------------------------------------------
(10) other loyalty obligations stipulated by laws, administrative
regulations, departmental rules and these Articles of
Association.
----------------------------------------------------------------------------
The income obtained by a director in violation of the
provisions of this Article shall belong to the Company;
If any loss is caused to the Company, he/she shall be
liable for compensation.
----------------------------------------------------------------------------
Article 156 Directors shall abide by laws, administrative regulations
and these Articles of Association, and shall have the
following diligence obligations to the Company:
----------------------------------------------------------------------------
(1) to exercise the rights granted by the Company cautiously,
conscientiously and diligently to ensure that the business
activities of the Company comply with the requirements
of national laws, administrative regulations and various
national economic policies, and that the business activities
do not exceed the business scope specified in the business
license;
----------------------------------------------------------------------------
(2) to treat all shareholders fairly;
----------------------------------------------------------------------------
(3) to keep abreast of the business operation and management
status of the Company;
----------------------------------------------------------------------------
(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 advantage of their authority, nor shall
they misappropriate the property of the Company.
-----------------------------------------------------------------------------
Article 160 All directors, supervisors and the secretary of the board
of directors of the Company shall attend the shareholders'
general meeting when the meeting is convened, and president,
vice president and other senior management personnel
shall attend the same as non-voting attendees and provide
response and explanations to the interrogations and suggestion
raised by the shareholders.
-----------------------------------------------------------------------------
Directors, supervisors, presidents, vice presidents and
other senior management personnel shall inform the supervisory
committee of the relevant status and provide the same
with the relevant information in accordance with the
facts and shall not preclude the supervisory committee
from exercising its functions and powers.
-----------------------------------------------------------------------------
Article 161 If a director, supervisor, president and vice president
and other senior officer of the Company resigns or his
or her term of office expires, his or her fiduciary duty
owed to the Company and shareholders may not be necessarily
discharged before his or her report of resignation takes
effect or within a reasonable period thereafter and within
a reasonable period after the expiry of his or her terms
of office while his or her duty to keep confidential
of the trade secrets of the Company shall remain effective
after the expiry of his or her term of office until such
secrets enter into the public domain. The survival of
other duties shall be determined in accordance with the
principles of fairness as well as taking into consideration
the time interval between the occurrence of the event
concern and the timing of his or her departure together
with the circumstances and conditions under which the
said person terminates his or her relationship with the
Company.
-----------------------------------------------------------------------------
Article 162 Any director, supervisor, president, vice president and
other senior management personnel who, when performing
their duties in the Company, violates the laws, administrative
regulations, departmental rules and regulations or the
provisions contained in the Articles of Association resulting
in causing losses to the Company shall be liable for
indemnifying the Company. Any director, supervisor, president,
vice president or other senior officer whose term of
office has not been expired shall be liable for compensation
of any losses incurred by the Company due to his or her
absence from duty without permission.
Article 163 Subject to the exceptions provided by these Articles
of Association, a director shall not vote at the relevant
meeting of the board of directors in respect of any contract,
transaction or arrangement in which he, or his connected
persons (as defined in the applicable listing rules as
amended from time to time), are materially interested
and he shall not be counted as part of the quorum of
such meeting.
-----------------------------------------------------------------
Article 164 Subject to the approval by the shareholders' general
meeting, the Company may take out liability insurance
for any director, supervisor, president, vice president
and any other senior officer of the Company, except for
those liability resulting from the violation of laws,
regulations, other regulatory documents and the Articles
of Association by such director, supervisor, president,
vice president and other senior officer of the Company.
-----------------------------------------------------------------
CHAPTER 16: FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION AND
AUDIT
Article 165 The Company shall establish its financial and accounting
systems in accordance with laws, administrative regulations
and PRC accounting standards formulated by the finance
regulatory department of the State Council.
-----------------------------------------------------------------
Article 166 The fiscal year of the Company shall be on the basis
of the solar calendar beginning on 1 January and ending
on 31 December of the same year.
-----------------------------------------------------------------
The Company shall use Renminbi as its standard unit of
account. The accounts shall be prepared in Chinese.
-----------------------------------------------------------------
At the end of each fiscal year, the Company shall prepare
a financial report
which shall be examined and verified by an accounting
firm in a manner prescribed by law.
-----------------------------------------------------------------
Article 167 The board of directors of the Company shall place before
the shareholders at every annual general meeting such
financial reports which the relevant laws, administrative
regulations and directives promulgated by competent regional
and central governmental authorities require the Company
to prepare. Such reports must be audited and reviewed.
Article 168 The Company's financial reports shall be made available
for shareholders' inspection at the Company twenty (20)
days before the date of every shareholders' annual general
meeting. Each shareholder shall be entitled to obtain
a copy of the financial reports referred to in this Chapter.
--------------------------------------------------------------------
The Company shall send to each holder of Overseas-Listed
Foreign Shares by prepaid mail at the address registered
in the register of shareholders the said reports not
later than twenty-one (21) days before the date of every
annual
general meeting of the shareholders.
--------------------------------------------------------------------
Provided that the laws and regulations and the relevant
listing rules of the jurisdictions where the shares of
the Company are listed are complied with, the abovementioned
report may also be issued or provided to the holders
of Overseas- Listed Foreign Shares by other means as
specified in Article 212 herein.
--------------------------------------------------------------------
Article 169 The financial statements of the Company shall, in addition
to being prepared in accordance with PRC accounting standards
and regulations, be prepared in accordance with either
international accounting standards, or that of the place
outside the PRC where the Company's shares are listed.
If there is any material difference between the financial
statements prepared respectively in accordance with the
two accounting standards, such difference shall be stated
in the financial statements. In distributing its after-tax
profits, the lower of the two amounts shown in the financial
statements shall be adopted.
--------------------------------------------------------------------
Article 170 Any interim results or financial information published
or disclosed by the Company must also be prepared and
presented in accordance with PRC accounting standards
and regulations, and also in accordance with either international
accounting standards or that of the place overseas where
the Company's shares are listed.
--------------------------------------------------------------------
Article 171 The Company shall publish its financial reports four
times every fiscal year, that is, the first quarterly
financial report shall be published within thirty (30)
days after the expiration of the first 3 months of each
fiscal year; the interim financial report shall be published
within sixty (60) days after the expiration of the first
6 months of each fiscal year; the third quarterly financial
report shall be published within thirty (30) days after
the expiration of the first 9 months of each fiscal year;
and the annual financial report shall be published within
one
hundred and twenty (120) days after the expiration of
each fiscal year.
Article 172 The Company's financial reports shall be prepared pursuant
to the relevant laws, administrative regulations and
departmental rules and regulations.
------------------------------------------------------------------------
Article 173 The Company shall not keep accounts other than those
required by law.
------------------------------------------------------------------------
Article 174 When distributing its after-tax profits in a given year,
the Company shall contribute 10% of such profits to the
Company's statutory common reserve fund. Where the accumulated
amount of the statutory common reserve fund reaches 50%
or more of the registered capital of the Company, no
further contribution is required.
------------------------------------------------------------------------
Where the statutory common reserve fund is insufficient
to make for the losses of the Company in the previous
year, before making contribution to the statutory common
reserve fund, the profits made in the current year shall
be
used to make up for the losses first.
------------------------------------------------------------------------
After making contribution to the statutory common reserve
fund from its after- tax profits, the Company may, subject
to resolutions adopted at a general meeting, make contributions
to discretionary common reserve funds from its after-tax
profits.
------------------------------------------------------------------------
Article 175 Capital surplus fund includes the following items:
------------------------------------------------------------------------
(1) premium on shares issued at a premium price;
------------------------------------------------------------------------
(2) any other income designated for the capital surplus
fund by the regulations of the finance regulatory department
of the State Council.
------------------------------------------------------------------------
Article 176 The common reserve funds (including the statutory common
reserve fund, discretionary common reserve funds and
capital surplus fund) of the Company shall be applied
for making up for losses, expanding the Company's production
and operation or capitalisation; provided that the capital
surplus fund shall not be used for covering the loss
of the Company.
------------------------------------------------------------------------
When capitalising the statutory common reserve fund,
the balance of such fund shall not be less than 25% of
the registered capital prior to capitalisation.
Article 177 After making up for the losses and making contributions
to the common reserve fund, any remaining profits shall
be distributed to the shareholders in
proportion to their respective shareholders.
---------------------------------------------------------------------------
The Company shall not allocate dividends or carry out
other allocations in the form of bonuses before it has
compensated for its losses and made allocations to the
statutory common reserve fund. No shares of the Company
held by the
Company shall participate in these allocations.
---------------------------------------------------------------------------
Dividends paid by the Company shall not carry any interest
except where the Company has failed to pay the dividends
to the shareholders on the date on which such dividends
become payable.
---------------------------------------------------------------------------
Any amount paid up in advance of calls on a share shall
carry interest, but
shall not entitle the holder of the share to receive,
by way of advance payment, the dividend declared and
distributed thereafter.
---------------------------------------------------------------------------
Article 178 Basic principles for dividends distribution policy:
---------------------------------------------------------------------------
(1) the Company shall fully consider the returns to investors
and implements proactive dividends distribution policy;
---------------------------------------------------------------------------
(2) the dividends distribution policy of the Company
shall remain continuous and stable, and take into account
long-term interests of the Company, interests of all
shareholders as a whole and sustainable development of
the Company;
---------------------------------------------------------------------------
(3) the Company shall distribute its dividends by way
of cash as priority. The Company may distribute interim
dividends if the conditions permit.
---------------------------------------------------------------------------
Article 179 Specific dividends distribution policy of the Company:
---------------------------------------------------------------------------
(1) The form of dividends distribution:
---------------------------------------------------------------------------
The Company may distribute dividends in cash, shares
or a combination of cash and shares or other methods
permitted by the laws, administrative regulations, departmental
rules and the regulatory rules of the
jurisdictions in which the shares of the Company are
listed.
---------------------------------------------------------------------------
The board of directors of the Company shall have comprehensive
consideration of the factors, including its industry
characteristics, development stage, operation mode, profitability
level and whether there is any significant expenditure
payment arrangement, make the differentiated cash bonus
policy according to the procedures prescribed by the
Articles of Association, and identify the proportion
of the cash bonus in the profit distribution in the current
year, with proportion in compliance with the relevant
stipulations of laws, administrative regulations, normative
documentation and stock exchanges.
(2) Specific conditions, proportions and intervals for
distributing cash dividends by the Company:
-----------------------------------------------------------------------------
Save as special circumstances, the dividends shall be
distributed in cash by the Company provided that the
distributable profits (i.e. the balance of profit after
tax, after making up for the losses and making contributions
to the common reserve fund in accordance with the provisions
of these Articles of Association as well as deducting
otherwise approved by the relevant national departments)
realized for the current year in the financial statement
of the parent company prepared in accordance with applicable
domestic and overseas accounting standards and regulations
are positive, and the cash dividends to be distributed
each year shall not be less than 15% of the applicable
distributable profits.
-----------------------------------------------------------------------------
The applicable distributable profits shall be the lower
of the distributable profits in the financial statements
of the parent company prepared by the Company in accordance
with applicable domestic and overseas accounting standards
and regulations.
-----------------------------------------------------------------------------
Special circumstances refer to the circumstances under
which the board of directors considers that cash dividend
distribution may influence the
Company's continuing operation and long-term development.
-----------------------------------------------------------------------------
When the aforesaid conditions of cash distribution are
met, cash dividends shall be distributed once a year.
The board of directors of the Company can propose an
interim dividend distribution according to
the Company's status of profitability and capital needs.
-----------------------------------------------------------------------------
(3) Specific conditions under which the Company may issue
shares in lieu of dividends:
-----------------------------------------------------------------------------
Where the Company is in a sound operating condition,
and the board of directors considers that the Company's
stock price does not reflect the
Company's scale of capital, and issuing shares in lieu
of dividends will
-----------------------------------------------------------------------------
be in the interests of all shareholders of the Company
as a whole, a proposal for the issuance of shares in
lieu of dividends may be proposed upon fulfillment of
the above conditions concerning cash dividends.
Article 180 Alteration of the Company's dividend distribution policy:
------------------------------------------------------------------------
In the event of war, natural disasters and other incidents
of force majeure, or changes to the Company's external
operating environment resulting in material impact on
its production and operation, or considerably significant
changes to the Company's own operating conditions, the
Company may adjust its profit distribution policy.
------------------------------------------------------------------------
The board of directors shall formulate a written report
concerning the adjustment of the Company's profit distribution
policy upon a special discussion with detailed verification
and reasons provided. Such written report, along with
the opinions expressed by the independent directors,
shall be submitted to the Shareholders' general meeting
for approval by way of a special resolution. In considering
the changes to the profit distribution policy, the Company
may actively communicate and exchange ideas with the
Shareholders, in particular the non-substantial and minority
Shareholders, through various channels (such as providing
online voting and inviting non- substantial and minority
Shareholders to participate in the meeting), duly listen
to the opinions and demands of non-substantial and minority
Shareholders and provide prompt responses to their questions.
------------------------------------------------------------------------
Article 181 Procedures for considering and approving the dividend
distribution proposal of the Company:
------------------------------------------------------------------------
(1) The dividends distribution plan of the Company shall
be drawn up by the management of the Company and submitted
to the board of directors and the supervisory committee
of the Company for consideration. The board of directors
shall thoroughly discuss the rationality of the dividends
distribution plan and the independent Directors shall
explicitly express their opinions. A special resolution
formulated by the board of directors shall be submitted
to the Shareholders' general meeting for consideration.
The board of directors will also fully listen to the
opinions of minority Shareholders.
------------------------------------------------------------------------
(2) When formulating specific plan for distribution of
cash dividends by the Company, the board of directors
shall study and identify with caution the timing, conditions
and minimum proportion, conditions for adjustment and
requirements for decision- making procedures involved
in implementing the distribution of cash dividends, etc.
Independent Directors shall explicitly express their
opinions thereon. Independent
------------------------------------------------------------------------
Directors may collect opinions from minority shareholders
for putting forward a profit distribution proposal which
can be directly submitted to the board of directors for
consideration.
(3) Where the Company does not distribute cash dividends
under the special circumstances as prescribed in the
foregoing Article 179, the board of directors shall explain
the specific reasons for not distributing cash dividends,
the exact purpose for the retained profit and the estimated
investment return. Such explanation, along with the opinions
expressed by the independent directors, shall be submitted
to the shareholders' general meeting for consideration
and be disclosed on the designated
media of the Company.
------------------------------------------------------------------------
Subject to Article 56 and subparagraph (20) of the first
paragraph of Article
105 of these Articles of Association, the board of directors
may decide to distribute interim or special dividends.
------------------------------------------------------------------------
Article 182 After the resolution of profit distribution has been
adopted by the shareholders at a general meeting, the
board of directors of the Company is required to complete
the distribution of dividends (or shares) within 2 months
following
the meeting.
------------------------------------------------------------------------
In case of the Shareholders' illegal occupation of company
funds, the Company shall deduct the cash dividends distributed
to such Shareholders, in order to repay the Shareholders'
funds occupied.
------------------------------------------------------------------------
Article 183 The Company shall declare and pay cash dividends and
other amounts which are payable to holders of A Shares
in Renminbi. The Company shall calculate and declare
cash dividends and other payments which are payable to
holders of Foreign Shares in Renminbi, and shall pay
such amounts in the local currency of the jurisdiction
where Overseas-Listed Foreign Shares are listed (in case
there are more than one jurisdictions of listing, such
amounts shall be paid in the local currency of the jurisdiction
which the board determines as the main listing place
of the Company). The foreign exchange required by the
Company to pay cash dividends and other amounts to holders
of Overseas-Listed Foreign Shares shall be obtained in
accordance with the relevant foreign exchange administrative
regulations of the State.
------------------------------------------------------------------------
Article 184 Unless otherwise provided for in relevant laws, regulations
and other regulatory documents, where cash dividends
and other amounts are to be paid in Hong Kong dollars,
the applicable exchange rate shall be the average closing
rate for the relevant foreign currency announced by the
Peoples' Bank of China during the week prior to the announcement
of payment of dividend and other amounts.
------------------------------------------------------------------------
Article 185 When distributing dividends to its shareholders, the
Company shall withhold and pay on behalf of its shareholders
the taxes levied on the dividends in accordance with
the provisions of the PRC tax law.
Article 186 The Company shall appoint receiving agents for holders
of the Overseas-Listed Foreign Shares. Such receiving
agents shall receive dividends which have been declared
by the Company and all other amounts which the Company
should
pay to holders of Overseas-Listed Foreign Shares on such
shareholders' behalf.
---------------------------------------------------------------
The receiving agents appointed by the Company shall meet
the relevant requirements of the laws of the place at
which the stock exchange on which the Company's shares
are listed or the relevant regulations of such stock
exchange.
---------------------------------------------------------------
The receiving agents appointed for holders of Overseas-Listed
Foreign Shares
listed in Hong Kong shall each be a company registered
as a trust company under the Trustee Ordinance of Hong
Kong.
---------------------------------------------------------------
Article 187 The Company shall establish an internal audit system
by employing professional auditing personnel, who shall
conduct internal audit and supervision on the income
and expenses and economic activities of the Company.
---------------------------------------------------------------
Article 188 The Company's basic systems for internal audit and internal
control assessment shall become effective after the approval
of the board of directors. The establishment of the internal
audit institution of the Company and the person in charge,
who shall be accountable to the board of directors and
shall report to the board of directors, are determined
by the board of directors.
---------------------------------------------------------------
CHAPTER 17: APPOINTMENT OF ACCOUNTANCY FIRM
Article 189 The Company shall engage accountants' firms that complies
with the requirements of the Securities Law and the listing
rules of the jurisdictions where the shares of the Company
are listed, to perform the tasks of auditing accounting
statements, verifying the net assets and other relevant
consulting services.
---------------------------------------------------------------
Article 190 The accounting firm appointed by the Company shall hold
office for 1 year from the conclusion of the annual general
meeting of shareholders at which they were appointed
until the conclusion of the next annual general meeting
of
shareholders. The appointment thereof may be renewed
at expiry.
---------------------------------------------------------------
Article 191 The accounting firm appointed by the Company shall enjoy
the following rights:
(1) a right to review to the books, records and vouchers
of the Company at any time, the right to require the
directors, president, vice presidents and other senior
officers of the Company to supply relevant information
and
explanations;
--------------------------------------------------------------------
(2) a right to require the Company to take all reasonable
steps to obtain from its subsidiaries such information
and explanation as are necessary for the discharge of
its duties;
--------------------------------------------------------------------
(3) a right to attend and speak at any shareholders'
general meeting in relation to matters concerning its
role as the Company's accounting firm.
--------------------------------------------------------------------
Article 192 If there is a vacancy in the position of accountant of
the Company, the board of directors may appoint an accounting
firm to fill such vacancy before the
convening of the shareholders' general meeting.
--------------------------------------------------------------------
Article 193 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 194 The remuneration of an accounting firm or the manner
in which such firm is to be remunerated shall be determined
by way of an ordinary resolution by the shareholders
in a general meeting. The remuneration of an accounting
firm appointed by the board of directors shall be determined
by the board of directors.
--------------------------------------------------------------------
Article 195 Notice should be given ten (10) days in advance to the
accounting firm if the Company decides to remove such
accounting firm or not to renew the appointment thereof.
Such accounting firm shall be entitled to make representations
at the shareholders' general meeting. Where the accounting
firm resigns from its position, it shall make clear to
the shareholders in a general meeting whether there has
been any impropriety on the part of the
Company.
--------------------------------------------------------------------
CHAPTER 18: MERGER AND DEMERGER OF THE COMPANY
Article 196 The Company may conduct merger or demerger in accordance
with the law.
--------------------------------------------------------------------
In the event of the merger or demerger of the Company,
the Company shall
adopt necessary measures to protect the legal rights
and interests of shareholders who object to the merger
or demerger of the Company.
--------------------------------------------------------------------
A shareholder who objects to the plan of merger or demerger
shall have the right to demand the Company or the shareholders
who consent to the plan of merger or demerger to acquire
such dissenting shareholders' shareholding at a
fair price.
The contents of the resolution of merger or demerger
of the Company shall constitute special documents which
shall be available for inspection by the shareholders
of the Company. Such special documents shall be sent
by mail to holders of Overseas-Listed Foreign Shares.
-----------------------------------------------------------------
Article 197 The merger of the Company may take the form of either
merger by absorption or merger by the establishment of
a new company.
-----------------------------------------------------------------
In the event of a merger, the merging parties shall execute
a merger agreement and prepare a balance sheet and an
inventory of assets. The Company shall notify its creditors
within ten (10) days of the date of the Company's merger
resolution and shall publish a public notice in a newspaper
within thirty (30) days of the date of the Company's
merger resolution.
-----------------------------------------------------------------
A creditor has the right, within thirty (30) days upon
receipt of the notice, or for those who have not received
the notice, within forty-five (45) days from the date
of the public announcement, to demand the Company to
repay its
debts or provide a corresponding guarantee for such debt.
-----------------------------------------------------------------
Upon the merger, rights in relation to debtors and indebtedness
of each of the
merged parties shall be assumed by the company which
survives the merger or the newly established company.
-----------------------------------------------------------------
Article 198 Where there is a demerger of the Company, its assets
shall be divided up accordingly.
-----------------------------------------------------------------
In the event of demerger of the Company, the parties
to such demerger shall execute a demerger agreement and
prepare a balance sheet and an inventory of assets. The
Company shall notify its creditors within ten (10) days
of the date of the Company's division resolution and
shall publish a public notice in a newspaper at least
three (3) times within thirty (30) days of the date of
the Company's demerger resolution.
-----------------------------------------------------------------
Debts of the Company prior to demerger shall be assumed
by the companies which exist after the division on a
joint and several basis except to the extent that prior
to demerger, the Company has otherwise reached a written
agreement with its creditors in respect of the settlement
of debts.
-----------------------------------------------------------------
Article 199 The Company shall, in accordance with law, apply for
change in its registration with the companies registration
authority where a change in any item in its registration
arises as a result of any merger or division. Where the
Company is dissolved, the Company shall apply for cancellation
of its registration in accordance with law. Where a new
company is established, the Company shall apply for registration
thereof in accordance with law.
CHAPTER 19: DISSOLUTION AND LIQUIDATION
Article 200 The Company shall be dissolved upon the following reasons:
(1) the term of operation of the Company prescribed in
these Articles of Association has expired, or other causes
for dissolution as stipulated in
these Articles of Association occur;
----------------------------------------------------------------------------
(2) a resolution for dissolution is passed by shareholders
at a general meeting;
----------------------------------------------------------------------------
(3) dissolution is necessary due to a merger or demerger
of the Company;
----------------------------------------------------------------------------
(4) the company has its business licence revoked, or
is ordered to close up or to have its business cancelled
in accordance with the law; or
----------------------------------------------------------------------------
(5) If a company has encountered serious difficulties
in its operations and management and the company's continued
existence may materially harm the interests of the shareholders,
and if the same fails to be resolved by any other means,
shareholders holding ten percent or more of the aggregate
voting rights of the Company may request a People's Court
to
dissolve the Company.
----------------------------------------------------------------------------
Article 201 Under the circumstances described in sub-paragraph (1)
of Article 200 in these
Articles of Association, the Company may continue to
exist through amendment of these Articles of Association.
----------------------------------------------------------------------------
Amendment of these Articles of Association in accordance
with the above paragraph shall be passed by no less than
two-thirds of the voting rights held by the shareholders
present at the general meeting.
----------------------------------------------------------------------------
Article 202 A liquidation committee shall be set up within fifteen
(15) days commencing from the date on which the events
being the grounds for dissolution occurred, in order
to start liquidation process where the Company is dissolved
pursuant to sub-paragraphs (1), (2), (4) and (5) of Article
200 in these Articles of Association. The members of
the liquidation committee shall be composed of persons
decided by directors or decided at shareholders' 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 203 The liquidation committee shall, within ten (10) days
of its establishment, send notices to creditors and shall,
within sixty (60) days of its establishment, publish
a public announcement in a newspaper. Creditors should,
within thirty
(30) days upon receipt of the notice, or 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 204 During the liquidation period, the liquidation committee
shall exercise the following functions and powers:
---------------------------------------------------------------------
(1) to sort out the Company's assets and prepare a balance
sheet and an inventory of assets respectively;
---------------------------------------------------------------------
(2) to notify the creditors or to publish public announcements;
---------------------------------------------------------------------
(3) to dispose of and liquidate any unfinished businesses
of the Company;
---------------------------------------------------------------------
(4) to pay all outstanding taxes and taxes incurred during
the liquidation process;
---------------------------------------------------------------------
(5) to settle claims and debts;
---------------------------------------------------------------------
(6) to deal with the surplus assets remaining after the
Company's debts have been repaid;
---------------------------------------------------------------------
(7) to represent the Company in any civil proceedings.
---------------------------------------------------------------------
Article 205 After it has sorted out the Company's assets and after
it has prepared the balance sheet and an inventory of
assets, the liquidation committee shall formulate a liquidation
plan and present it to a shareholders' general meeting
or to the relevant governing authority for confirmation.
After the payment of liquidation expenses with priority,
the Company's assets shall be distributed in accordance
with the following sequence: (i) salaries; (ii) social
insurance premiums and statutory compensation payments;
(iii) outstanding taxes; (iv) bank loans, and company
bonds and other debts of the Company.
---------------------------------------------------------------------------
Any surplus assets of the Company remaining after payment
referred to in the
preceding paragraph shall be distributed to its shareholders
according to the class of shares and the proportion of
shares held in the following sequence:
---------------------------------------------------------------------------
(1) In the case of preferential shares, distribution
shall be made to holders of such preferential shares
according to the par value thereof; if the surplus assets
are not sufficient to repay the amount of preferential
shares in full, the distribution shall be made to holders
of such shares in proportion to their respective shareholdings.
---------------------------------------------------------------------------
(2) In the case of ordinary shares, distribution shall
be made to holders of such shares in proportion to their
respective shareholdings.
---------------------------------------------------------------------------
During the liquidation period, the Company shall not
commence any business activities that are not related
to liquidation.
---------------------------------------------------------------------------
Article 206 If after putting the Company's assets in order and preparing
a balance sheet and an inventory of assets in connection
with the liquidation of the Company, the liquidation
committee discovers that the Company's assets are insufficient
to repay the Company's debts in full, the liquidation
committee shall immediately apply to the People's Court
for a declaration of insolvency.
---------------------------------------------------------------------------
After a Company is declared insolvent by a ruling of
the People's Court, the
liquidation committee shall transfer all matters arising
from the liquidation to the People's Court.
---------------------------------------------------------------------------
Article 207 Following the completion of the liquidation, the liquidation
committee shall prepare a liquidation report and submit
it to the shareholders' general meeting or the relevant
governing authority for confirmation and to the companies
registration authority to apply for cancellation of registration
and announce the termination of the Company.
---------------------------------------------------------------------------
CHAPTER 20: PROCEDURES FOR AMMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION
Article 208 The Company may amend its Articles of Association in
accordance with the requirements of laws, regulations,
other regulatory documents and the Articles
of Association.
-----------------------------------------------------------------------
Article 209 The amendment to the Articles of Association shall be
handled in accordance with the following procedures:
-----------------------------------------------------------------------
(1) The board of directors shall adopt a resolution therefor
in accordance with these Articles of Association and
formulate the proposal for the amendment of the Articles
of Association; or the shareholders shall propose the
proposal for the amendment of the Articles of Association;
-----------------------------------------------------------------------
(2) The shareholders shall be notified of the amendment
proposal and a shareholders' general meeting shall be
convened to reach a resolution;
-----------------------------------------------------------------------
(3) Content of the amendment to the Articles of Association
shall be adopted by special resolutions.
-----------------------------------------------------------------------
Article 210 The Company shall amend these Articles of Association
under any of the following circumstances:
-----------------------------------------------------------------------
(1) following the amendments to the Company Law or other
relevant laws or administrative regulations, the matters
provided for in these Articles of Association conflict
with the requirements of the amended laws or
administrative regulations;
-----------------------------------------------------------------------
(2) following the change in the state of the Company's
affairs, its conditions become inconsistent with matters
provided for in these Articles of Association;
-----------------------------------------------------------------------
(3) following a resolution passed at a shareholders'
general meeting, it is determined to amend the Articles
of Association.
-----------------------------------------------------------------------
Article 211 Where amendments of the Articles of Association involve
the registered particulars of the Company, procedures
for alteration of registration shall be handled in accordance
with the law. Matters on amendment to the Articles of
Association shall be publicly disclosed if so required
by laws, regulations and the listing rules and regulatory
authorities of the jurisdictions where the shares of
the Company are listed.
-----------------------------------------------------------------------
CHAPTER 21: NOTICES AND PUBLIC ANNOUNCEMENTS
Article 212 The Company's notices (for the purpose of this chapter,
the term "Notice" shall include the notice of any meetings,
corporate communications or other written materials issued
by the Company to its shareholders) may be delivered
by the following means: (1) by designated person; (2)
by mail; (3) by way of public announcement; (4) by other
means as recognised by the securities regulatory authority
and stock exchange in the jurisdictions where the shares
of the Company are listed or by other means as provided
in Articles of Association.
--------------------------------------------------------------------
The Company's notices delivered by way of public announcement
shall be published in the newspapers designated by the
securities regulatory authority and stock exchange of
the jurisdictions where the shares of the Company are
listed (if any) and/or in other designated media (including
websites).
--------------------------------------------------------------------
As for the methods in which the corporate communications
are provided and/or distributed by the Company to holders
of Overseas-Listed Foreign Shares as required by Hong
Kong Listing Rules, the corporate communications may,
subject to compliance with the laws and regulations and
the relevant listing rules of the jurisdictions where
the shares of the Company are listed, also be sent or
provided by the Company to the holders of Overseas-Listed
Foreign Shares by any electronic means or by publishing
such corporate communications on the Company's website,
instead of sending such corporate communications by personal
delivery or by prepaid postage mail to the holders of
Overseas-Listed Foreign Shares.
--------------------------------------------------------------------
The term "Corporate Communication" refers to any document
issued or to be issued by the Company to the holders
of its securities for their information or action, including
but not limited to:
--------------------------------------------------------------------
(1) the directors' report, annual accounts of the Company
together with the accounting firm's report and, where
applicable, the summary of its financial report;
--------------------------------------------------------------------
(2) the interim report and, where applicable, the summary
of its interim report;
--------------------------------------------------------------------
(3) the notice of meeting;
--------------------------------------------------------------------
(4) the listing document;
--------------------------------------------------------------------
(5) the circular; and
--------------------------------------------------------------------
(6) the proxy form.
Article 213 If the notice of the Company is given in person, the
recipient shall sign (or seal) on the return receipt
and the date of signing the return receipt by the recipient
shall be deemed to be the date of delivery.
------------------------------------------------------------------
If a notice of the Company is made by public announcement,
the date of service shall be the date on which the first
announcement is published. If the corporate communication
is made or provided at the Company's website to holders
of Overseas-Listed Foreign Shares, such corporate communication
shall be deemed to be made and served at the later of:
(1) the date on which a notice notifying that the corporate
communication has already been published on the Company's
website is issued to holders of Overseas-Listed Foreign
Shares pursuant to the Hong Kong Listing Rules; or (2)
the date on which the corporate communication is first
published on the Company's website (in the event that
corporate communication is published on the website subsequent
to the issuance of the said notice).
------------------------------------------------------------------
Article 214 Where a notice is sent by post, the notice shall be put
into a clearly addressed and prepaid postage envelope.
Such notice shall be deemed to have been issued on the
date on which the envelope containing the notice has
been delivered to the post office and served on the third
working day commencing from the date of issue.
------------------------------------------------------------------
CHAPTER 22: SUPPLEMENTARY
Article 215 The formulation and amendment of these Articles of Association
shall come into force after being passed by a special
resolution at a shareholders' general meeting.
------------------------------------------------------------------
Article 216 The matters not covered in these Articles of Association
shall be dealt with in accordance with relevant laws,
administrative regulations, rules and the listing rules
and the securities regulatory requirements of the jurisdictions
where the shares of the Company are listed, in conjunction
with the actual circumstances of the Company. In the
event that these Articles of Association is in conflict
with the newly promulgated relevant laws, administrative
regulations, rules or the listing rules and the securities
regulatory requirements of the jurisdictions where the
shares of the Company are listed, such newly promulgated
laws, administrative regulations, rules or the listing
rules and the securities regulatory requirements of the
jurisdictions where the shares of the Company are listed
shall prevail.
------------------------------------------------------------------
Article 217 These Articles of Association are written in Chinese
and English. If there is any discrepancy between the
Chinese version and the English version, the Chinese
version shall prevail.
Article 218 The board of directors of the Company shall be responsible
for the
interpretation of these Articles of Association, and
the shareholders in general meeting shall have the right
to amend the Articles of Association.
---------------------------------------------------------------
Article 219 In these Articles of Association, reference to "accounting
firm" shall have the same meaning as "auditor" in Hong
Kong Listing Rules.
---------------------------------------------------------------
Article 220 For the purpose of these Articles of Association, the
terms "not less than", "within", "not more than" are
all inclusive terms and the terms "more than half", "less
than", "exceed", "beyond", "below" and "above" are exclusive
terms.
---------------------------------------------------------------
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END
STRXDLBLXBLXFBZ
(END) Dow Jones Newswires
October 27, 2023 02:00 ET (06:00 GMT)
Air China Ld (LSE:AIRC)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Air China Ld (LSE:AIRC)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
