(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
(If "Yes" is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b): 82-__________. )
Each made by the Registrant on May 30, 2023.
Document 1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilities for the contents of
this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(a joint stock limited company
incorporated in the People’s Republic of China with limited liability)
(Stock Code: 00386)
Poll Results of Annual General Meeting for 2022,
First A Shareholders Class Meeting for 2023 and
First H Shareholders Class Meeting for 2023
References are made to the circular of China Petroleum &
Chemical Corporation (“Sinopec Corp.” or the “Company”) dated 13 April 2023 (the “Circular”) and the notice of annual general meeting for 2022 and first H shareholders class meeting for 2023 dated 13 April
2023 (the “Notice”). Unless the context otherwise
requires, terms defined in the Circular and the Notice shall have the same meanings as those used in this announcement.
I. Convening and Attendance of the Meetings
The Company held its annual general meeting for 2022 (the “AGM”),
the first A shareholders class meeting for 2023 (the “A Shareholders Class Meeting”) and the first H shareholders class meeting for 2023 (the “H Shareholders Class Meeting”, the AGM together with the A Shareholders Class Meeting and the H Shareholders Class Meeting are referred to as the “Meetings”) at Beijing Chaoyang U-Town Crowne Plaza, No. 3 Sanfeng North Area, Chaoyang District, Beijing, the People’s Republic of China (“PRC”) on Tuesday, 30 May 2023.
AGM
As at the registration date (at the close of business on Friday, 28 April 2023), the
total number of shares issued by Sinopec Corp. was 119,896,407,646 shares. As
disclosed in the Circular, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing
Rules”), China Petrochemical Corporation and its associate, Sinopec Century Bright Capital Investment Ltd. (holding 81,340,083,393 shares of the Company in
total) were required to, and did, abstain from voting of the resolutions Nos. 13 to 17 and 21 at the AGM. Accordingly, the total number of shares of the Company entitling the shareholders to attend and vote on the resolutions Nos. 1 to 12, 18 to
20 and 22 at the AGM were 119,896,407,646 shares; the total number of shares of the Company entitling the shareholders to attend and vote on the resolutions Nos. 13 to 17 and 21 at the AGM were 38,556,324,253 shares.
A Shareholders Class Meeting
As at the registration date (at the close of business on Friday, 28 April 2023), the total number of issued A shares of the Company was 95,115,471,046
shares, which represented the total number of shares entitling their holders to attend and vote on the resolution proposed at the A Shareholders Class Meeting.
H Shareholders Class Meeting
As at the registration date (at the close of business on Friday, 28 April 2023), the total number of issued H shares of the Company was 24,780,936,600
shares, which represented the total number of shares entitling their holders to attend and vote on the resolution proposed at the H Shareholders Class Meeting.
Save as disclosed above and so far as is known to the Company, there are no other shareholders of the Company entitled to attend the Meetings but
required under rule 13.40 of the Listing Rules to abstain from voting in favour of any resolution proposed at the Meetings or that was required to abstain from voting. Nor had any other shareholders of the Company stated their intention in the
Circular to vote against any resolution or to abstain from voting at the Meetings.
The Meetings were convened by the board of directors of Sinopec Corp. (the “Board”) and chaired by Mr. Ma Yongsheng, Chairman of the Board. The Company currently has 8 Directors as at the time of the Meetings. Mr. Ma Yongsheng, as Chairman of the Board, Mr. Zhao Dong and Mr. Li Yonglin, as Directors, and
Mr. Caihongbin, Mr. Ng, Kar Ling Johnny, Ms. Shi Dan, and Mr. Bi Mingjian, as Independent Non-executive Directors, attended the Meetings. Due to work reasons, Mr. Yu Baocai, as Director, did not attend the Meetings. The Company currently has 7
Supervisors as at the time of the Meetings. Mr. Zhang Shaofeng, as Chairman of Board of Supervisors, Mr. Qiu Fasen, Mr. Zhai Yalin, Mr. Guo Hongjin and Mr. Chen Yaohuan, as Supervisors, attended the Meetings. Due to work reasons, Mr. Wu Bo and Mr.
Yin Zhaolin, as Supervisors, did not attend the Meetings. Mr. Lv Lianggong, as senior vice president and Ms. Shou Donghua, as Chief Financial Officer were present at the Meetings. Mr. Huang Wensheng, as Vice President and the Secretary to the
Board, attended the Meetings. The convening of and the procedures for holding the Meetings, and the voting procedures at the Meetings were in compliance with the requirements of the Company Law of the PRC and the articles of association of Sinopec
Corp. (the “Articles of Association”).
II. Poll Results of the Meetings
AGM
Resolutions approved by way of non-cumulative voting:
Result: Approved
Voting details:
Result: Approved
Voting details:
Result: Approved
Voting details:
Result: Approved
Voting details:
Result: Approved
Voting details:
Result: Approved
Voting details:
Result: Approved
Voting details:
Result: Approved
Voting details:
Result: Approved
Voting details:
10. To grant to the Board of
Sinopec Corp. a general mandate to issue new domestic shares and/or overseas-listed foreign shares of the Company.
Result: Approved
Voting details:
11. To grant to the Board of Sinopec Corp. a mandate to buy back domestic shares and/or
overseas-listed foreign shares of the Company.
Result: Approved
Voting details:
12. To consider and approve the resolution regarding the satisfaction of the conditions of
the issuance of A Shares to target subscribers by Sinopec Corp.
Result: Approved
Voting details:
13. To consider and approve the resolutions regarding the Plan of the Proposed Issuance of
A Shares.
13.01 Type and par value of shares to be issued
Result: Approved
Voting details:
13.02 Manner and timing of issuance
Result: Approved
Voting details:
13.03 Subscriber and manner of subscription
Result: Approved
Voting details:
13.04 Pricing benchmark date, Issue Price and pricing principles
Result: Approved
Voting details:
13.05 Number of shares to be issued
Result: Approved
Voting details:
13.06 Lock-up period
Result: Approved
Voting details:
13.07 Amount and use of proceeds
Result: Approved
Voting details:
13.08 Place of listing
Result: Approved
Voting details:
13.09 Arrangement of accumulated undistributed profits
Result: Approved
Voting details:
Result: Approved
Voting details:
14. To consider and approve the resolution regarding the Proposal of
the Proposed Issuance of A Shares.
Result: Approved
Voting details:
15. To consider and approve the resolution regarding the
Demonstration and Analysis Report on the Plan of the Proposed Issuance of A Shares.
Result: Approved
Voting details:
16. To consider and approve the resolution regarding the connected
transaction involved in the Proposed Issuance of A Shares.
Result: Approved
Voting details:
Result: Approved
Voting details:
18. To consider and approve the resolution regarding the Feasibility
Report on the Use of Proceeds Raised from the Proposed Issuance of A Shares.
Result: Approved
Voting details:
19. To consider and approve the resolution regarding the dilution of
current returns by the Proposed Issuance of A Shares, remedial measures and the commitments of related entities.
Result: Approved
Voting details:
20. To consider and approve the resolution regarding the Dividend
Distribution and Return Plan for Shareholders for the Next Three Years (2023-2025).
Result: Approved
Voting details:
21. To consider and approve the resolution regarding the
authorisation to the Board at the AGM with full power to deal with all matters relating to the Proposed Issuance of A Shares.
Result: Approved
Voting details:
Result: Approved
Voting details:
Resolutions Nos. 8 to 11, 13, 15 to 17, 21 and 22 are special resolutions, each of which has been passed by votes representing more than two-thirds of the
total shares with valid voting rights held by the shareholders or their authorised proxies present at the AGM.
The biographical details and relevant information of the director elected at the AGM were disclosed in the
Circular.
A Shareholders Class Meeting
Resolutions approved by way of non-cumulative voting:
Result: Approved
Voting details:
The above resolution is a special resolution and was passed by votes representing more than two-thirds of
the total shares with valid voting rights held by the A shareholders or their authorised proxies present at the A Shareholders Class Meeting.
H Shareholders Class Meeting
Resolutions approved by way of non-cumulative voting:
1. To
grant to the Board of Sinopec Corp. a mandate to buy back domestic shares and/or overseas-listed foreign shares of the Company.
Result: Approved
Voting details:
The above resolution is a special resolution and was passed by votes representing more than two-thirds of the total shares with valid voting rights held
by the H shareholders or their authorised proxies present at the H Shareholders Class Meeting.
III. Witness by Lawyers
Ms. Li Liping and Ms. Xu Min from Haiwen & Partners, the PRC Legal Counsel of Sinopec Corp., issued a
legal opinion confirming that the convening of and the procedures for holding the Meetings, the eligibility of the convenor of the Meetings, the eligibility of the shareholders (or their proxies) attending the on-site Meetings and the voting
procedures at the Meetings were in compliance with the requirements of relevant laws and the Articles of Association and the voting results at the Meetings were valid.
In accordance with the Listing Rules, Hong Kong Registrars Limited, the H share registrar of Sinopec
Corp., was appointed as the scrutineer in respect of the voting at the Meetings.
Beijing, the PRC,
30 May 2023
As of the date of this announcement, directors of the Company are: Ma Yongsheng*, Zhao Dong*, Yu Baocai#, Li
Yonglin#, Lv Lianggong#, Cai Hongbin+, Ng, Kar Ling Johnny+, Shi Dan+ and Bi Mingjian+.
# Executive Director
* Non-executive Director
+ Independent Non-executive Director
Document 4
Articles of Association of
China Petroleum & Chemical Corporation
Revised at the Annual General Meeting for
the Year 2022 on 30 May 2023
CHAPTER 1 GENERAL PROVISIONS
From the date on which the Articles of Association and its appendices come into effect, the Articles of
Association and its appendices shall constitute a legally binding document regulating the Company’s organization and activities, and the rights and obligations between the Company and its shareholders and among the shareholders inter se.
A shareholder may take action against the Company and the Company may take action against a shareholder or a
director, a supervisor, and a senior management personnel pursuant to these Articles of Association and its appendices. A shareholder may also take action against another shareholder or directors, supervisors, and senior management personnel of the
Company pursuant to these Articles of Association and its appendices.
The actions referred to in the preceding paragraph include court proceedings and arbitration proceedings.
Unless otherwise defined in the contexts, senior management personnel referred to in the Articles of
Association and its appendices refers to the president, senior vicepresident, chief financial officer, vice president, the secretary to the Board and any other person designated by the Company.
The Company was established by way of promotion with the approval of the State Economic and Trade Commission
of the People’s Republic of China (“PRC”), as evidenced by approval document “Approval in relation to the Agreement to Establish China Petroleum and Chemical Corporation” (Guo Jing Mao Qi Gai [2000] No. [154]). It is registered with and has
obtained a business license from China’s State Administration Bureau of Industry and Commerce on 25 February 2000 in the People’s Republic of China (The “China”, for the purpose of this Articles of Association and its appendices, excluding Hong
Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The Company’s business license number is: 100000000032985.
The promoter of the Company is: China Petrochemical Corporation.
The capital of the Company is divided into shares of equal value. The rights and responsibilities of the
Company’s shareholders shall only be limited to the proportion of the shares as held by them; the Company shall be responsible for the Company’s debts by all of its assets.
The Company is an independent legal person, subject to the jurisdiction and under the protection of the laws
and administrative rules of the PRC.
The Company may set up branch organizations (whether or not wholly-owned) outside the PRC and in the Hong
Kong SAR, Macau SAR and Taiwan according to its business development needs and upon the approval of the relevant government body.
The Company may invest in other enterprises. However, unless it is otherwise provided for by any law, it
shall not be become a capital contributor that shall bear several and joint liabilities for the debts of the enterprises in which it invests.
CHAPTER 2 THE COMPANY’S OBJECTIVES AND SCOPE OF BUSINESS
The Company’s scope of business includes: the production, storage, pipeline transportation, land
transportation, water transportation and sale of non-coal mines (oil and natural gas etc.), dangerous chemicals (ethylene, propylene, butadiene and naphtha etc.), heavy oil, rubber and other chemical raw materials and products; oil refining;
wholesaling and retailing (for subsidiaries only) of gasoline, kerosene and diesel oil; the production, storage, transportation and sale of natural gas chemicals and coal chemicals; sale of lubricant, fuel oil, solvent naphtha and asphalt;
production of chemical fertilizer; operation of LPG station, sale of CNG, LNG, LPG and city gas; operation of electrical vehicle charging station; production, supervision of manufacturing, installation of oil and petrochemical machinery and
equipment; manufacturing of equipment, tools, instruments and gauges in petroleum drilling and production; purchase and sale of oil and petrochemical raw and auxiliary materials, equipment and parts; technology and information, research,
development, application and consultation of alternative energy products; production and sale of electricity, steam, water and industrial gases; wholesaling of farm,
forestry and pasture products; operation of general merchandise convenience stores; wholesaling and
retailing of knitted garments and housewares; wholesaling and retailing of cultural and sports 4 goods and equipment; sale of food, beverages and tobacco products; wholesaling and retailing of pharmaceuticals and medical devices; retailing of
automobiles, motorcycles and components; repair and maintenance of and technical training for automobiles and motorcycles; wholesaling and retailing of machineries, hardware products, electronic products and household appliances; retailing of
furniture and materials for indoor decoration; stalls, no-store sale and other forms of retail business; general merchandise retail; accommodation and catering services; manufacturing of food and food additives; residents’ services; transportation
agency services; warehousing; operation of self-owned properties; leasing of natural gas storage facility; leasing of houses, working places, vehicles and equipment; lease of machineries; media, advertising and acting as commission agent; insurance
brokerage and agency services; financial trust and management services; E-commerce; self-operation of and acting as agency for the import and export of various commodities and technologies other than those restricted or prohibited by the state from
import and export; contractor of overseas mechanical, electronics, petrochemical projects and domestic international bid-inviting projects; export of equipment and materials required for the aforementioned overseas projects; dispatch of labour
required for the aforementioned overseas projects; railway transportation; auxiliary operations for coastal engineering, port operations, oil spill emergency response, security protection, vessel pollution cleaning operations; quality inspection
technical services in professional technical service industry, environment and ecology monitoring and testing services; edible salt production, wholesale, retail; exploration and development of shale gas, coalbed methane, shale oil, natural gas
hydrate and other resources, storage and shipment, pipeline transportation and sale; gas-fired power generation and power supply; installation and maintenance of power facilities, power technology development and services. Hydrogen energy
businesses and related services such as production, storage, transportation and sales of hydrogen; manufacturing and sales of equipment for hydrogen production, refuelling and storage. Power businesses and related services such as power supply;
motor vehicle charging; operation of new energy power generation facilities such as solar power generation and wind power generation facilities, as well as new energy vehicle charging facilities; battery sales; battery swapping for new energy
vehicle.
CHAPTER 3 SHARES AND REGISTERED CAPITAL
“Renminbi” as mentioned above means the legal currency of the PRC.
The price of each share purchased by any organization or individual shall be the same.
“Foreign Investors” means those investors who subscribe for the Company’s shares and who are located in
foreign countries and in the regions of Hong Kong, Macau and Taiwan. “Domestic Investors” means those investors who subscribe for the Company’s shares and who are located within the territory of the PRC (except the areas referred to above).
Shares which the Company issues to foreign investors for subscription in foreign currencies are called
“Foreign-Invested Shares”. Foreign-invested shares which are listed overseas are called “Overseas-Listed Foreign-Invested Shares”.
“Foreign currencies” means the legal currencies of countries or districts outside the PRC which are
recognized by the foreign exchange authority of the State and which can be used to pay the share price to the Company.
The shareholders of “A Shares” and the shareholders of “Overseas-Listed ForeignInvested Shares” shall be
shareholders of ordinary shares, possessing the same rights and undertaking the same obligations.
The existing structure of the Company’s share capital is as follows: the total number of issued ordinary
shares of the Company is 119,896,407,646 shares, among which, 95,115,471,046 shares representing 79.33% of the total number of issued ordinary shares of the Company are held by the holders of A shares; and 24,780,936,600 shares representing 20.67%
are held by the holders of H shares.
The Company may implement its proposal to issue Overseas-Listed Foreign-Invested Shares and A Shares
pursuant to the preceding paragraph within fifteen (15) months from the date of approval by the securities regulatory organ of the State Council.
The Company may increase its capital in the following ways:
After the Company’s increase of share capital by means of the issuance of new shares has been approved in
accordance with the provisions of the Articles of Association and its appendices, the issuance thereof should be made in accordance with the procedures set out in the relevant laws and administrative regulations of the State.
CHAPTER 4 REDUCTION OF CAPITAL AND REPURCHASE OF SHARES
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 the newspaper(s) designated by the relevant securities regulatory authority in the jurisdiction where the securities of the Company are listed 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 the announcement, to require the
Company to repay its debts or to provide a corresponding guarantee for such debt.
The Company’s registered capital may not, after the reduction in capital, be less than the minimum amount
prescribed by law.
The Company shall, in case of reducing registered capital, handle the alteration registration in the
registration organs in accordance with the law.
Apart from the foregoing, the Company shall not purchase its own shares.
The Company shall repurchase its outstanding shares in accordance with the stipulations of Article 29 to
Article 32.
A contract for the repurchase of shares referred to in the preceding paragraph includes (without limitation)
an agreement to become liable to repurchase shares or an agreement to have the right to repurchase shares.
The Company may not assign any contract for the repurchase of its shares or any right contained in such
contract.
Where shares of the Company are purchased in accordance with Item (I) of Article 28, it shall be canceled as
of ten days upon its purchase; where shares of the Company are purchased in accordance with Item (II) or (IV), it shall be transferred or canceled within six months upon its purchase.
Shares, purchased in line with Item (III) of Article 28, shall not exceed 5% of the total stock volume of
the Company; the capital used for its purchase shall come from the after-tax profit hereof; the purchased stock shall be transferred to the staff of the Company within one year.
In the event of shares cancellation, the Company shall apply to the original companies registration
authority for registration of the change in its registered capital.
The aggregate par value of the cancelled shares shall be deducted from the Company’s registered share
capital.
CHAPTER 5 FINANCIAL ASSISTANCE FOR ACQUISITION OF SHARES
The Company and its subsidiaries shall not, at any time, provide any form of financial assistance to the
Obligor for the purposes of reducing or discharging the obligations assumed by such person.
This Article shall not apply to the circumstances specified in Article 35 of this Chapter.
For the purposes of this Chapter, “assumption of obligations” includes the assumption of obligations by way
of contract or by way of arrangement (irrespective of whether such contract or arrangement is enforceable or not and irrespective of whether such obligation is to be borne solely by the Obligor or jointly with other persons) or by any other means
which results in a change in his financial position.
CHAPTER 6 SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS
The shares of the Company shall bear the following main items:
The transfer of shares shall be registered with the share registration organization appointed by the
Company.
Where the stock of the Company is issued and/or traded without share certificate in printed form, it shall
be in accordance with the regulations of the securities regulatory and management institutions of the Company’s listing place.
Unless there is evidence to the contrary, the register of shareholders shall be sufficient evidence of the
shareholders’ shareholdings in the Company.
A duplicate register of shareholders for the holders of Overseas-Listed Foreign-Invested 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-Invested Shares, the original register of shareholders shall prevail.
All H Shares which have been fully paid-up may be freely transferred in accordance with the Articles of
Association and its appendices. However, unless such transfer complies with the following requirements, the board of directors may refuse to recognize any document of transfer and would not need to provide any reason therefor:
All H Shares listed in Hong Kong shall be transferred by an instrument in writing in any usual or common
form or any other form which the directors may approve. The instrument of transfer of any share may be executed by hand without seal, or if the assignor or the assignee is the recognized clearing house as defined in the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong Kong) (“Recognized Clearing house”) or its nominee, the share transfer form may be executed by hand or in mechanically-printed form.
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 144 of the Company Law.
Application by a holder of Overseas-Listed Foreign-Invested 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-Invested 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:
In the case of an application which is made without the consent of the registered holder of the Relevant
Shares, the Company shall deliver by mail to such registered shareholder a copy of the notice to be published.
CHAPTER 7 SHAREHOLDERS’ RIGHTS AND OBLIGATIONS
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.
For the joint shareholders, if one of the joint shareholders has passed away, the surviving shareholder
shall be deemed by the Company to have the ownership of the related shares, but the Board of Directors is entitled to ask for the provision of the suitable death certificate for the purpose of revision of the shareholders’ register. For the joint
shareholders, only the first named shareholder in the shareholders’ register has the right to receive the share certificates of the related shares, receive the notice of the Company, attend the shareholders’ general meeting and exercise his voting
right; while, any notice delivered to the said shareholder shall be deemed as if the notice has been delivered to all of the joint shareholder of the related shares.
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.
The controlling shareholders and the actual shareholding controllers shall act faithfully and assume
responsibility to the company and other public shareholders. The controlling shareholders shall fulfil strictly the rights of subscriber and buyer in accordance with the laws, shall not impair lawful rights of the Company and other public
shareholders by such means as interest distribution, capital reorganization, foreign investment, occupation of funds, loan guarantee, and shall not utilize its controlling position to cause damage to the interest of the Company and other public
shareholders.
An “actual controller” refers to anyone who is not a shareholder but is able to hold actual control of the
acts of the Company by means of investment relations, agreements or any other arrangements.
“Connection relationship” refers to the relationship between the controlling shareholders, actual
controllers, directors, supervisors, or senior management personnel of the Company and the enterprise directly or indirectly controlled thereby and any other relationship that may lead to the transfer of any interest of the Company. However, the
enterprises controlled by the state do not incur a connection relationship simply because their shares are controlled by the state.
CHAPTER 8 SHAREHOLDERS’ GENERAL MEETINGS
The Company shall formulate “Rules and Procedures for the Shareholders’ General Meetings” for implementation
after being approved by the shareholders in a general meeting. The Rules and Procedures for the Shareholders’ General Meetings shall include the followings:
The Rules and Procedures for the Shareholders’ General Meetings is an integral part of and has the same
legal effect as these Articles of Association and its appendices, to be decided by the Board of Directors and approved at the Shareholders General Meetings.
If the shareholders authorize the board of directors, directors or its secretary in a general meeting to
determine matters which shall be determined by ordinary resolutions, the matter should be resolved by more than one-half of the attending shareholders (including their proxy) who have voting rights; if the authorization relates to matters which
shall be determined by special resolutions, the matter should be resolved by more than twothirds of the attending shareholders (including their proxy) who have voting rights. The authorization should be clear and specific.
Matters to be considered in an AGM including but without limitation to the above matters, and any matter
that could be considered in a general meeting may be considered in an AGM.
The shareholdings referred to in item (3) above shall be calculated on the basis of number of shares held as
at the date of written request of the shareholders.
If a meeting is lawfully convened by the shareholders themselves where the board of directors has not given
the required consent under the Rules and Procedures for the Shareholders’ General Meetings to the same, the reasonable expenses thus incurred shall be borne by the Company and paid out of the money payable by the Company to the negligent
director(s).
If the said shareholder is a Recognized Clearing House), the shareholder may authorize one or more suitable
person to act as its representative at any shareholders’ general meeting or any kinds of shareholders’ general meeting; however, if more than one person are authorized, the power of attorney shall clearly indicate the number and types of the stocks
involved by way of the said authorization. The persons after such authorization may represent the recognized clearing house (or its “proxy”) to exercise the rights, as if they were the individual shareholders of the Company.
If any shareholder are required to abstain from voting or may only vote for or against a matter according to
the Rules Governing the Listing of Securities of the Hong Kong Stock Exchange Limited, any vote by such shareholder or his proxy in violation of the relevant rules or restrictions referred to above shall not be counted in the voting results.
Shares of the Company held by the Company shall not enjoy voting rights and shall not be calculated in the
total number of shares with voting rights held by the present shareholders.
Unless a poll is demanded, a declaration by the chairman that a resolution has been passed on a show of
hands and the record of such in the minutes of the meeting shall be conclusive evidence of the fact that such resolution has been passed. There is no need to provide evidence of the number or proportion of votes in favour of or against such
resolution.
The demand for a poll may be withdrawn by the person who demands the same.
An ordinary resolution must be passed by votes representing more than one-half of the voting rights
represented by the shareholders (including their proxy) 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 their proxy) present at the meeting.
The shareholders (including their proxy) attending the meeting shall clearly show approval or objection to
every matter to be voted on. As for the unpolled vote or abstention, the Company will not treat it as the vote with voting right when calculating the voting result of this matter.
The minutes of the shareholders’ general meetings, together with the shareholders’ attendance lists and
proxy forms, other valid information in relation to the voting by way of Internet or other means shall be treated as a Company file and kept by the secretary of the board of directors at the Company’s place of residence for at least 10 years.
CHAPTER 9 SPECIAL PROCEDURES FOR VOTING BY A CLASS OF SHAREHOLDERS
Class shareholders shall enjoy rights and assume obligations in accordance with laws, administrative
regulations and the Articles of Association and its appendices.
“(An) interested shareholder(s)”, as such term is used in the preceding paragraph, means:
If the shareholders who intend to attend such class meeting represent more than half of the total number of
shares of that class which have the right to vote at such meeting, the Company may hold the class meeting; if not, the Company shall within five (5) days give the shareholders further notice of the matters to be considered, the date and the place
of the class meeting by way of public announcement. The Company may then hold the class meeting after such public announcement has been made.
Class meetings shall be conducted in a manner which is as similar as possible to that of shareholders’
general meetings. The provisions of the Articles of Association and its appendices relating to the manner for the conduct of shareholders’ general meetings are also applicable to class meetings.
The special procedures for approval by a class of shareholders shall not apply in the following
circumstances:
CHAPTER 10 BOARD OF DIRECTORS
The Company shall set forth Rules and Procedures for the Board of Directors’ Meetings for implementation
after being approved by the shareholders in a general meeting. The Rules and Procedures for the Board of Directors’ Meetings shall include the following items:
The Rules and Procedures for the Board of Directors’ Meetings is an integral part of and shall have the same
legal effect as these Articles of Association and its appendices.
Directors can also act as senior management personnel, however, the number of directors who also act as
senior management personnel shall not exceed on half of the total number of directors.
Directors shall be elected at the shareholders’ general meeting and each Board has a term of three (3)
years. The term of office of a director shall be calculated from the date of their assumption of office until the expiry of the term of the present session of the board of directors. At the expiry of the term of office of a director, the term is
renewable upon re-election. The term of office of any independent director may not be renewed for more than 6 years.
Newly appointed directors, supervisors should assume their office immediately after the close of the
relevant general meeting, or on the date specified in the resolution of the general meetings.
Where the directors fail in timely re-election, the original directors shall, prior to the assumption of the
reelected directors, performs its director duties in accordance with laws, administrative rules, regulations and the provisions of the Articles of Association and its appendices.
Candidates other than those for independent directors shall be nominated by the board of directors, the
supervisory committee or shareholders who individually or jointly hold 3% or more of the Company’s voting shares and be elected by the shareholders in a general meeting.
Candidates for independent directors of the Company shall be nominated by the Company’s board of directors,
the supervisory committee or shareholders who individually or jointly hold 1% or more of the Company’s voting shares and be elected by the shareholders in a general meeting.
If a director has failed to attend a board meeting personally nor appoint a proxy to attend on his behalf on
two consecutive occasions, it shall be treated as a failure to discharge his duties. The board of directors shall propose in a shareholders’ general meeting to remove and replace this director.
If an independent director has failed to attend a board meeting personally on three consecutive occasions,
the board of directors shall propose in a shareholders’ general meeting to remove and replace this director. Unless in the above circumstances and in circumstances as provided in the Company Law where a person is prohibited from acting as a
director, no independent director may be removed before his term of office expires. In case of early removal, the Company shall disclose it by way of special disclosure. If the removed independent director considers that he is removed by the
Company improperly, he may make an open declaration.
If the resignation of an independent director causes the proportion of independent directors in the board of
the Company to fall below the minimum requirements of the relevant regulatory authorities, the resignation of this independent director shall be effective only after the succeeding independent director has filled his vacancy.
Notwithstanding the foregoing, the resignation of the directors shall take effect upon receipt of the
resignation notification by the Board of Directors.
Other than the board of directors’ resolutions in respect of the matters specified in subparagraphs (6), (7)
and (14) of this Article which shall be passed by the affirmative vote of more than two-thirds of all the directors, the board of directors’ resolutions in respect of all other matters may be passed by the affirmative vote of over half of the
directors ((9) should be approved by more than two-thirds of the directors attending the meeting.)
The independent directors shall seek the consent of more than half of the independent directors in
exercising their functions and powers other than sub-paragraphs (1) and (3) above.
If the above proposal is not accepted or the above functions and powers are not exercised properly, the
Company shall disclose the same.
The vice-chairman of the board of directors shall assist the chairman of the board with its work. Whenever
the Chairman is unable to or fails to exercise his/her powers, the vice-chairman of the board shall perform the duties (if the Company has two or more vice chairman of the board, the vice-chairman voted by more than one half of the directors shall
perform the duties); where the vice-chairman of the board is unable to or fails to fulfill his/her duty, a director shall be elected by half of the total members of the board of directors to perform the duties.
The calling for a board meeting, and the contents and form of a notice of meeting shall comply with the
requirements of the Rules and Procedures for the Board of Directors’ Meetings.
A director appointed as a 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.
All expenses incurred by the directors for attending the board meeting shall be borne by the Company,
including the traffic expense from the place where the director is located to the place where the meeting is convened, as well as the board and lodging expenses during the term of meeting. The miscellaneous expenses such as the rental of meeting
room and the local traffic expenses etc. shall also be borne by the Company.
CHAPTER 11 SECRETARY OF THE BOARD OF DIRECTORS
The board of directors may establish its secretarial department when necessary.
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 nominated by the Chairman of the Board and appointed by the board of directors. In the case of a director acting concurrently as the secretary of the board, if an act has to be performed by a
director and the secretary of the board respectively, this director acting concurrently as the secretary of the board may not act in both identities.
The secretary of the board of directors shall assist the Company to comply with the relevant PRC law and
regulations of the securities regulatory organ of the place where the Company’s shares are listed.
CHAPTER 12 PRESIDENT
The Company shall have a senior vice president, several vice-presidents, and one Chief Financial Officer who
shall assist the president in work. The senior vice president, Chief Financial Officer and the vice-presidents shall be nominated by the president and appointed or removed by the board of directors.
CHAPTER 13 SUPERVISORY COMMITTEE
The Company shall set forth “Rules and Procedures for the Supervisors’ Meetings” for implementation upon
being approved by the shareholders in a general meeting. The Rules and Procedures for the Supervisors’ Meetings shall include the followings:
The Rules and Procedures for the Supervisors’ Meetings shall be an integral part of and have the same legal
effect as these Articles of Association and its appendices.
Each supervisor shall serve for a term of 3 years, which term is renewable upon reelection and
re-appointment. The supervisor’s term shall be calculated from the date of appointment to the expiration of the term of the relevant session of the supervisory committee. Where the supervisor fails to be re-elected upon the expiration of its term,
the former supervisor shall, prior to the assumption of the reelected supervisor, perform the duty hereof in accordance with laws, administrative rules, regulations and the provisions in the Articles of Association and its appendices.
The Chairman of the supervisory committee shall exercise the duties and powers of the supervisory committee.
The Chairman of the supervisory committee shall convene and preside over the meetings. In the event that the
Chairman is unable to or fails to perform such duties, the deputy Chairman of the supervisory committee shall convene and preside over such meetings; if the deputy Chairman is unable to or fails to perform such duties, over half of the supervisors
shall jointly recommend a supervisor, who shall convene and preside over the meetings.
The candidates for supervisors who are shareholder representatives shall be nominated by the Company’s board
of directors, the supervisory committee or shareholders who individually or jointly hold 3% or more of the Company’s voting shares and be elected by the shareholders in a general meeting.
The candidates for independent supervisors shall be nominated by the Company’s board of directors, the
supervisory committee or shareholders who individually or jointly hold 1% or more of the Company’s voting shares and be elected by the shareholders in a general meeting.
Where the resignation of supervisors within his (her) term has resulted in the number of the total member in
supervisory committee is lower than the quorum, the former supervisor shall, prior to the assumption of the reelected supervisor, perform the duty hereof in accordance with laws, administrative rules, regulations and the provisions in the Articles
of Association and its appendices. Apart from the aforesaid situation, the resignation of the supervisors shall be effective upon the receipt of the written resignation report by the supervisory committee.
A 10 days’ prior notice shall be given to all supervisors for the convening of a supervisors’ meeting. The
convening of a supervisors’ meeting and the contents and form of the notice of meeting shall comply with the Rules and Procedures for the Supervisors’ Meetings.
Supervisors shall attend meetings of the board of directors, and may enquire or advise on matters in the
resolutions of the board of directors.
CHAPTER 14 QUALIFICATIONS AND OBLIGATIONS OF THE DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT PERSONNEL OF
THE COMPANY
The election of directors, supervisors or the engagement of senior management personnel in contravention to
the provisions under this Article shall be null and void. Upon any contravention of (1) of this Article above by the directors, supervisors or senior management personnel during their term of office, the Company shall remove them from their
position.
Personnel as acting on positions other than directors in the Company’s controlling shareholders or actual
controllers shall not act as senior management personnel of the Company.
The obligations as stated in aforesaid (4) to (6) shall also be applicable to senior management personnel.
The directors, supervisors and senior management personnel, who hold less than 1,000 shares of the Company,
may transfer their shares once in all, but not subject to the aforesaid percentage restrictions.
If a director or his associate (as defined in the Rules Governing the Listing of Securities of the Hong Kong
Stock Exchange Limited) have a material interest in any contract, transaction, arrangement or other matters that requires the approval of the board of directors, the relevant director shall not vote for the relevant matter at the meeting of the
board of directors, and shall not be listed in the quorum of the meeting.
Unless the interested director, supervisor, senior management personnel discloses his interests in
accordance with the preceding sub-paragraph of this Article and the contract, transaction or arrangement is approved by the board of directors at a meeting in which the director, supervisor, or senior management personnel is not counted as part of
the quorum and refrains from voting, or from entering into a contract, transaction or arrangement in which that senior officer is materially interested is voidable at the instance of the Company except as against a bona fide party thereto who does
not have notice of the breach of duty by the interested senior officer.
For the purposes of this Article, a director, supervisor, or senior management personnel of the Company is
deemed to be interested in a contract, transaction or arrangement in which his associate is interested.
The foregoing prohibition shall not apply to the following circumstances:
No proceedings may be brought by a director or supervisor against the Company for anything due to him in
respect of the matters mentioned in this Article except pursuant to the preceding contract.
If the relevant director or supervisor does not comply with this Article, any sum so received by him shall
belong to those persons who have sold their shares as a result of such offer. The expenses incurred in distributing such sum on a pro rata basis amongst such persons shall be borne by the relevant director or supervisor and shall not be paid out of
such sum.
CHAPTER 15 FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION AND AUDITING
The Company shall adopt Renminbi as its denominated currency for booking and accounting purposes, the
account books shall be recorded in Chinese.
At the end of each fiscal year, the Company shall prepare a financial report which shall be examined and
verified in a manner prescribed by law.
The Company shall deliver or send to each shareholder of Overseas-Listed ForeignInvested Shares by prepaid
mail at the address registered in the register of shareholders the said reports not later than twenty-one (21) days prior to the date of every annual general meeting of the shareholders.
Subject to the laws, regulations and listing rules of the listing place, the aforesaid reports may be issued
or provided by way of the methods provided in Article 219 of the Articles of Association and its appendices, but need not be issued or provided by the abovementioned ways.
In the event that the statutory common reserve fund of the Company is insufficient to make up the losses of
the Company on the previous year, before allocating the statutory common reserve fund in accordance with the stipulations of the previous paragraph, the Company shall first make up the losses by using the profits of the current year.
After allocating the statutory common reserve fund from the after-tax profits of the Company, the Company
can allocate the arbitrary common reserve fund according to the resolution of shareholders’ general meeting.
The profits distributable to the shareholders, upon the approval in the shareholders’ general meeting,,
shall be distributed in accordance with the proportion of shares held by the shareholders.
The Company holding its own shares shall not participate in the profit allocation.
When the statutory common reserve fund is converted to capital nature, the balance of the statutory common
reserve fund may not fall below 25% of the Company’s registered capital prior to such conversions.
Article
181 (1) The Company should place emphasis on delivering reasonable return on investments to the investors. The Company shall pay due attention to the opinions of minority shareholders through various channels when allocating its
profits. The profits distribution policy of the Company shall be durative and stable, taking into account of the long-term interests of the Company, the overall interests of all shareholders and the Company’s sustainable development.
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-Invested Shares listed in Hong Kong
shall each be a company registered as a trust company under the Trustee Ordinance of Hong Kong.
CHAPTER 16 APPOINTMENT OF ACCOUNTING FIRMS
The first accounting firm of the Company may be appointed by the founders’ meeting before the first annual
shareholders’ meeting. The term of appointment of the accounting firm shall terminate at the end of the first shareholders’ annual meeting.
If the founders’ meeting does not exercise its duties and powers according to the aforementioned provisions, then
the board of directors shall exercise its duties and powers.
Where a resolution at a general meeting of shareholders is passed to appoint an accounting firm other than
an incumbent accounting firm, to fill a casual vacancy in the office of the accounting firm, to reappoint an accounting firm who was appointed by the board of directors to fill a casual vacancy or to remove an accounting firm before expiry of its
term of office, the following provisions shall apply:
The leaving accounting firm has the right to receive all notices of, and other communications relating to,
any such meeting, and to speak at any such meeting which it attends on any part of the business of the meeting which concerns it as the former accounting firm of the Company.
An accounting firm may resign its office by depositing at the Company’s domicile a resignation notice which
shall become effective on the date of such deposit or on such later date as may be stipulated in such notice. Such notice shall contain the following statements:
Where a notice is deposited under the preceding sub-paragraph, the Company shall within fourteen (14) days
send a copy of the notice to the relevant governing authority. If the notice contains a statement under the preceding sub-paragraph (2), a copy of such statement shall be placed at the Company for shareholders’ inspection. The Company should also
send a copy of such statement by prepaid mail to every shareholder of Overseas-Listed Foreign Shares at the address registered in the register of shareholders.
Subject to the laws, regulations and listing rules of the listing place, the aforesaid copies may be issued
or provided by way of the methods provided in Article 219 of the Articles of Association, but need not be issued or provided by the abovementioned ways.
Where the accounting firm’s notice of resignation contains a statement in respect of the above, it may
require the board of directors to convene a shareholders’ extraordinary general meeting for the purpose of receiving an explanation of the circumstances connected with its resignation.
CHAPTER 17 EMPLOYEES
CHAPTER 18 THE UNION
CHAPTER 19 MERGER AND DIVISON
In the case of merger or division of the Company, the board of directors shall provide the proposal, and,
upon approval in accordance with the procedures under the Articles of Association and its appendices, deal with the relevant approval procedures pursuant to laws. The board of directors of the Company shall take necessary measures to protect the
legitimate interests of the shareholders who object to the plan of merger or division. A shareholder who objects to the plan of merger or division shall have the right to demand the Company or the shareholders who consent to the plan of merger or
division to acquire such dissenting shareholders’ shareholding at a fair price.
The contents of the resolution of merger or division 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-Invested Shares.
Subject to the laws, regulations and listing rules of the listing place, the aforesaid documents may be
issued or provided by way of the methods provided in Article 219 of the Articles of Association, but need not be issued or provided by the abovementioned ways.
The merger means that one company takes over other one and the company being taken over shall be dissolved.
The consolidation means that at least two companies are merged into one and the existing companies shall be dissolved after their merger.
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 from the date of the Company’s merger resolution which is passed and shall publish a public notice in a newspaper designed by the regulatory institutions of the
place where the Company’s shares are listed within thirty (30) days of the date of the Company’s merger resolution. The creditor may, within 30 days as of its acknowledgement or within 45 days as of the date of announcement, ask the Company for
settling of its debt or providing relevant guarantee.
In the event of division of the Company, the parties to such division shall execute a division agreement and
prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within ten (10) days from the date of the Company’s division resolution which is passed and shall publish a public notice in a newspaper designed by the
regulatory institutions of the place where the Company’s shares are listed within thirty (30) days of the date of the Company’s division resolution.
Debts of the Company prior to division shall be severally and jointly assumed by the companies which exist
after the division, provided that otherwise written agreements has been reached between the Company and the creditor upon the insolvency of debts.
CHAPTER 20 DISSOLUTION AND LIQUIDATION
Where the Company is dissolved under sub-paragraph (3) of the preceding Article, the People’s Court shall in
accordance with the provisions of relevant laws organize the shareholders, relevant organizations and relevant professional personnel to establish a liquidation committee to proceed the liquidation.
Upon the passing of the resolution by the shareholders in a general meeting in relation to the liquidation
of the Company, all duties and powers of the board of directors shall cease.
The liquidation committee shall act in accordance with the instructions of the shareholders’ general meeting
to make a report at least once every year to the shareholders’ general meeting on the committee’s income and expenses, the business of the Company and the progress of the liquidation; and to present a final report to the shareholders’ general
meeting on completion of the liquidation.
The creditor who declares the creditor’s right shall state the relevant matter in relation to the debt, and
provide evidentiary materials. The liquidation committee shall register the creditors’ rights.
During liquidation period, the liquidation committee shall not settle any debt with the creditor.
The remaining asset shall, after having paid the liquidation expense, salary of the staff, social insurance
expense and the legal premium, the arrears and liquidated the Company’s debt, be distributed in accordance with the provisions of the fourth paragraph of this article.
The Company may, during the liquidation period, remain, but shall not carry out activities irrelevant to the
liquidation. Where the Company’s assets have been cleaned off without abiding by the preceding provisions, it shall be allocated to the shareholders.
Any surplus assets of the Company remaining after its debts have been repaid in accordance with the
provisions of the second paragraph of this article shall be distributed to its shareholders according to the class of shares and the proportion of shares held:
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.
Where a company is declared bankrupt according to law, it shall carry out bankruptcy liquidation according
to the legal provisions concerning bankruptcy liquidation.
The liquidation committee shall, within thirty (30) days after the confirmation of the liquidation report by
the shareholders’ general meeting or the people’s court, submit the documents referred to in the preceding paragraph to the companies registration authority and apply for cancellation of registration of the Company, and publish a public
announcement relating to the termination of the Company.
The member of the liquidation team shall not abuse their authority to accept bribery or other illegal
income, not infringe the Company’s assets.
Where the member of the liquidation team causes loss to the Company intentionally or because of gross
negligence, he (she) shall bear the relevant compensation liability.
CHAPTER 21 PROCEDURES FOR AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION
The board of directors shall amend the Articles of Association and its appendices pursuant to the resolution
of shareholders in a general meeting for amendment of these Articles of Association and its appendices and the approval opinions of the competent authority.
Amendment of the Articles of Association and its appendices involving the contents of the Mandatory
Provisions shall become effective upon receipt of approvals from the companies approving department authorized by the State Council.
CHAPTER 22 NOTICE
If a notice of the Company is issued by public announcement, it shall be deemed received by the relevant
officers once announced.
Unless otherwise provided in the Articles of Association and the appendices, subject to laws, regulations
and listing rules of the place where the Company’s shares are listed, any requirement under the Articles of Association and its appendices in relation to the delivery, e-mailing, mailing, distribution, announcement or the provision of any corporate
communications, may be sent out or provided via the Company’s website or through electronic method.
“Corporate Communications” refers to any documents issued or to be issued by the Company for the information
or action of holders of any of its securities, including but not limited to:
If a notice of the Company is issued by public announcement, the date of the first publication of the
announcement shall be regarded as the date of service of the announcement. If sent by way of announcement via the corporate website, the sending date is deemed as the delivery date.
If the notice of the Company is sent out in electronic form, the sending date is deemed as the delivery
date.
Subject to the laws, regulations and listing rules of the listing places, if a notice of the Company is sent
by way of announcement via the website, the delivery date shall be regarded as follows:
All notices which are to be sent by mail shall be clearly addressed, postage pre-paid, and shall be put into
envelopes before being posted by mail. Such letters of notice shall be deemed to have been received by shareholders on the third working day since it is left with the post office.
CHAPTER 23 RESOLUTION OF DISPUTES
Where a dispute or claim of rights referred to in the preceding paragraph is referred to arbitration, the
entire claim or dispute must be referred to arbitration, and all persons who have a cause of action based on the same facts giving rise to the dispute or claim or whose participation is necessary for the resolution of such dispute or claim, shall,
where such person is the Company or the Company’s shareholders, directors, supervisors, or senior management personnel, comply with the decisions made in the arbitration. Disputes in respect of the definition of shareholders and disputes in
relation to the register of shareholders need not be resolved by arbitration.
If a claimant elects for arbitration to be carried out at Hong Kong International Arbitration Center, any
party to the dispute or claim may apply for a hearing to take place in Shenzhen in accordance with the Securities Arbitration Rules of the Hong Kong International Arbitration Center.
CHAPTER 24 SUPPLEMENTARY
In the Articles of Association and its appendices, references to “president” shall have the same meaning as
“manager” in the Company Law.