Hepalink: "Articles of Association Revision Comparison Table"
Shenzhen Hepalink Pharmaceutical Group Co., Ltd.
"Articles of Association Revision Comparison Table" (November 2025)
Shenzhen Hepalink Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company") held the 18th meeting of the sixth board of directors on November 24, 2025, and reviewed and approved the "Proposal on Cancellation of the Supervisory Board and Revision of the Articles of Association and Related Governance Systems", and made corresponding modifications to the "Articles of Association". The comparison table for this Articles of Association revision is as follows:
Before revision After revision
Chapter 1 General Provisions Chapter 1 General Provisions
Article 1. In order to safeguard the legitimate rights and interests of the company, shareholders and creditors, the regulations regulate the organization and behavior of the company in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Company Law" of the People's Republic of China and the "Company Law of the People's Republic of China". The Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Securities Law of the People's Republic of China on Overseas Issuance of Securities by Domestic Enterprises (hereinafter referred to as the "Securities Law"), the Trial Measures for the Administration of Securities Issuance and Listing by Domestic Enterprises, the Guidelines on the Articles of Association of Listed Companies, the Trial Measures for the Administration of Overseas Issuance of Securities and Listing, the Charter of Listed Companies (hereinafter referred to as the "Guidelines"), and the Hong Kong Stock Exchange This Articles of Association is formulated under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited" (hereinafter referred to as the "Hong Kong Rules")) (hereinafter referred to as the "Guidelines") and other relevant regulations.
Article 3 The company was approved by the China Securities Regulatory Commission on April 2, 2010. Article 3 The company was approved by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") on April 2, 2010 and approved by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") for the first time to publicly issue 40.1 million RMB ordinary shares to the public. The public issued 40.1 million RMB ordinary shares (hereinafter listed on the Shenzhen Stock Exchange on May 6, 2010. Referred to as "A shares"), and was listed on the Shenzhen Stock Exchange on May 6, 2010. It was approved by the China Securities Regulatory Commission on April 1, 2020 and listed on the Hong Kong Stock Exchange.
220,094,500 shares of overseas listed foreign capital shares were issued (hereinafter referred to as "H Company was approved by the China Securities Regulatory Commission to be listed in Hong Kong on April 1, 2020"). H shares were listed on the Hong Kong Stock Exchange on July 8, 2020 (hereinafter referred to as "H Company Limited"). "shares"), H shares were listed on the Stock Exchange of Hong Kong on July 8, 2020
Ltd. (hereinafter referred to as the "Hong Kong Stock Exchange").
Article 8 The chairman of the board of directors is the legal representative of the company. Article 8 The chairman of the board of directors is the legal representative of the company.
If a director who serves as the legal representative resigns, he shall be deemed to have resigned as the legal representative at the same time.
If the legal representative resigns, the company will
The new legal representative shall be determined within thirty days.
New Article 9: The company shall bear the legal consequences of civil activities conducted by the legal representative in the name of the company.
The restrictions on the powers of the legal representative in this Articles of Association or the shareholders' meeting shall not antagonize bona fide counterparties.
If the legal representative causes damage to others due to the performance of his duties, the company shall bear civil liability. After the company assumes civil liability, it shall, in accordance with the law or
Otherwise, according to the provisions of this Article of Association, compensation can be recovered from the legal representative who is at fault.
Article 9 The company is an independent corporate legal person with independent legal person assets. Article 10 Shareholders bear responsibility for the company to the extent of the shares they subscribe for, and enjoy legal person property rights. All assets of the company are divided into equal shares, and the company shall bear liability for the debts of the company with all of its assets.
Shareholders shall bear liability to the company to the extent of the shares subscribed by them, and the company shall
Before revision After revision
All of its assets are liable for the company's debts.
Article 10 These Articles of Association shall come into effect from the date of deliberation and approval by the company's general meeting of shareholders. Article 11 These Articles of Association shall become effective in regulating the Company from the date of their entry into force. Organization and behavior, rights and obligations between the company and shareholders, shareholders and shareholders. From the effective date, these Articles of Association will become a legally binding document that regulates the company's organization and operational relations, and will be legally binding on the company, shareholders, directors and senior managers who are responsible for the rights and obligations between the company and shareholders, and between shareholders. A legally binding document under this chapter. According to the Articles of Association, shareholders can sue shareholders, and shareholders can sue directors of the company. These Articles of Association are legally binding on the company and its shareholders, directors, supervisors, general managers, and senior managers. Shareholders can sue the company, and the company can sue other senior managers; the aforementioned persons can all be shareholders, directors, and senior managers.
To raise claims related to company matters in accordance with this Articles of Association. According to
According to this Article of Association, shareholders can sue shareholders, and shareholders can sue the company.
Directors, supervisors, general managers and other senior managers, shareholders may
To sue the company, the company can sue shareholders, directors, supervisors, general manager
managers and other senior executives.
The prosecution mentioned in the preceding paragraph includes filing a lawsuit in a court or filing an lawsuit with an arbitration institution.
organization applies for arbitration.
Article 11 The term “other senior managers” as mentioned in these Articles of Association refers to the company. Article 12 The term “senior managers” as mentioned in these Articles of Association refers to the company’s general deputy general manager, secretary to the board of directors and chief financial officer. Manager, Deputy General Manager, Treasurer, Board Secretary and Chapter
other personnel as specified in the procedures.
Article 12 Within the scope permitted by laws and regulations, the company may delete
Invest in other limited liability companies and joint stock companies, and use the investment
Responsibility for the invested companies shall be limited to the amount of capital. Unless otherwise provided by law
In addition, the company shall not be jointly and severally liable for the debts of the invested enterprises.
any investor.
Chapter 2 Business Purpose and Scope Chapter 2 Business Purpose and Scope
Article 14 After registration in accordance with the law, the company's business scope: development, production and production Article 14 After registration in accordance with the law, the company's business scope: development, production and operation of raw materials (heparin sodium, enoxaparin sodium), engaged in the production and operation of raw materials (heparin sodium, enoxaparin sodium), engaged in the import and export of goods and technology (excluding distribution and national monopoly, exclusive control, monopoly dealers Technology import and export (excluding distribution and state-owned, exclusively controlled, exclusive products), non-residential housing leasing, housing leasing, property management. Products), non-residential housing leasing, housing leasing, property management. The company based on domestic and international market demand and the company's own development capabilities
According to business needs, the business scope can be changed in accordance with the law.
Chapter 3 Shares Chapter 3 Shares
Section 1 Share Issuance Section 1 Share Issuance
Article 16 The issuance of the company's shares shall be open, fair and just. Article 16 The issuance of the company's shares shall be open, fair and just. Each share of the same type shall have the same rights. According to the principle, every share of the same class has equal rights.
For shares of the same type issued at the same time, the issuance conditions and price per share shall be quite the same; for shares subscribed by any unit or individual, each share shall be the same; for shares subscribed by subscribers, the same price shall be paid per share. When paying the same price.
Article 17 The stocks issued by the company shall all have par value stocks; in person Article 17 The par value shares issued by the company shall have their par value expressed in RMB. The face value is indicated in RMB, and the face value per share is RMB one yuan.
Article 18 The domestically listed domestic shares issued by the company shall be registered on the China Securities Regulatory Commission. Article 18 The A shares issued by the company shall be centrally deposited at the Shenzhen Branch of China Securities Depository, Settlement and Clearing Co., Ltd. The Shenzhen Branch of the Company's Financial Accounting Co., Ltd. is centrally deposited. The H shares of Bank H issued by the company are mainly deposited with the trustee company under Hong Kong Securities Clearing Company Limited. Secretary depositary.
Before revision After revision
Article 20 Before the issuance of H shares, the company’s sponsors subscribe for the company’s shares. Delete
The number of copies is as follows:
(1) The number of shares subscribed by Shenzhen Leren Technology Co., Ltd. is
147,780,000 shares;
(2) The number of shares subscribed by Shenzhen Jintiantu Technology Co., Ltd. is
127,512,000 shares;
(3) The number of shares subscribed by GSDirectPharmaLimited is
45,000,000 shares;
(4) Number of shares subscribed by Shenzhen Shuidishichuan Technology Co., Ltd.
is 14,508,000 shares;
(5) The number of shares subscribed by Shenzhen Feilaishi Technology Co., Ltd. is
12,600,000 shares;
(6) The number of shares subscribed by Hunan Yingshi Information Technology Co., Ltd. is
12,600,000 shares.
The above-mentioned promoters contributed capital with net assets in October 2007.
Article 21 The total number of shares of the company is 1,467,296,204 shares. Article 20 The number of issued shares of the company is 1,467,296,204, all of which are ordinary shares, including 1,247,201,704 domestically listed shares. shares, all ordinary shares, including 1,247,201,704 A shares, accounting for approximately 85% of the company's total capital stock; 220,094,500 H shares, accounting for approximately 85% of the company's total capital stock; and 220,094,500 H shares, accounting for approximately 15% of the company's total capital stock. The total share capital of the company is approximately 15%.
Article 21 A company or its subsidiaries (including its affiliated enterprises) shall not provide financial assistance for others to obtain shares of the company or its parent company in the form of gifts, advances, guarantees, loans, etc., unless the company implements an employee stock ownership plan.
For the benefit of the company, upon resolution of the shareholders' meeting, or the board of directors making a resolution in accordance with the Articles of Association or the authorization of the shareholders' meeting, the company may provide financial assistance to others to acquire shares of the company or its parent company, but the cumulative total of financial assistance shall not exceed 10% of the total issued share capital. Resolutions made by the board of directors must be approved by more than two-thirds of all directors.
Section 2 Increase, decrease and repurchase of shares Section 2 Increase, decrease and repurchase of shares
Article 22 Based on the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase capital in the following ways:
(1) Public issuance of shares; (1) Issuance of shares to unspecified objects;
(2) Non-public issuance of shares; (2) Issuance of shares to specific objects;
(3) Placing shares to existing shareholders; (3) Distributing bonus shares to existing shareholders;
(4) Distributing bonus shares to existing shareholders; (4) Converting public reserve funds to share capital;
(5) Converting public reserve funds into share capital; (5) Laws, administrative regulations and relevant regulatory agencies such as the China Securities Regulatory Commission
(6) Other methods stipulated by laws, administrative regulations, and relevant agencies such as the China Securities Regulatory Commission.
Other methods approved by regulatory authorities.
The company's capital increase and issuance of new shares shall be subject to approval in accordance with the provisions of these Articles of Association.
According to the relevant laws, administrative regulations and departmental regulations of the place where the company’s shares are listed,
procedures stipulated in articles of association, normative documents and listing rules of stock exchanges
Before revision After revision
Procedure.
Article 24 When a company reduces its registered capital, it must prepare an asset liability Delete
List of debts and property.
The company shall notify the company within 10 days from the date of making the resolution to reduce the registered capital.
Notify creditors and publish an announcement in the newspaper within 30 days. Creditor's pick up
Within 30 days from the date of the notice, if the notice is not received, the
Within 45 days from the date, the company has the right to require the company to pay off its debts or provide corresponding
debt repayment guarantee.
The registered capital of the company after reducing its capital shall not be lower than the legal minimum
limit.
Article 25 A company shall not acquire its own shares. However, the following Article 24 A company shall not acquire its own shares. However, except for one of the following circumstances: Except for one of the following circumstances:
(1) Reduce the company’s registered capital; (1) Reduce the company’s registered capital;
(2) Merger with other companies that hold shares of the company; (2) Merge with other companies that hold shares of the company;
(3) Use shares for employee stock ownership plans or equity incentives; (3) Use shares for employee stock ownership plans or equity incentives;
(4) Shareholders dissent from the resolution on merger or division of the company made by the general meeting of shareholders and request the company to acquire their shares; dissent and request the company to acquire their shares;
(5) Shares are used to convert corporate bonds issued by the company that can be converted into stocks; (5) Shares are used to convert corporate bonds issued by the company that can be converted into stocks; corporate bonds;
(6) Necessary for the company to maintain the company's value and shareholders' rights and interests. (6) Necessary for the company to maintain the company's value and shareholders' rights and interests.
Article 26 The company acquires the company's shares with the approval of the relevant national competent authorities. Article 25 The company can acquire the company's shares through public company shares, and can do so through one of the following methods: centralized trading, or by laws, administrative regulations and the China Securities Regulatory Commission.
(1) Issue repurchase offers to all shareholders in the same proportion; and other methods approved by relevant regulatory agencies.
(2) Repurchase through public trading on the stock exchange;
(3) Repurchasing the company's shares by agreement outside the stock exchange; If the company's shares are acquired under the circumstances specified in item (6), the company shall
(4) Approval by laws, regulations and relevant regulatory agencies such as the China Securities Regulatory Commission. It shall be conducted through public centralized transactions or offers. other ways.
Article 27 When repurchasing shares by agreement, the shares must be deleted in advance.
The Eastern Conference shall approve it in accordance with the provisions of this charter. By the same party at the general meeting of shareholders
With prior approval of the form, the company may terminate or change the
enter into a contract, or waive any of its rights under the contract.
The contract to repurchase shares referred to in the preceding paragraph includes (but is not limited to) consent
An agreement to undertake the obligation to repurchase shares and obtain the right to repurchase shares.
The company shall not transfer the contract to repurchase its shares or the conditions stipulated in the contract.
any rights.
Article 28 As far as the company has the right to repurchase redeemable shares, if it is not deleted
Redeemed through the market or through bidding, the price shall not exceed a certain minimum
High price limit; if the repurchase is through bidding, the relevant bidding must
Issued equally to all shareholders.
The company due to Article 25, Paragraph 1, Item (3) and (5) of this Article
If the company's shares are acquired under the circumstances specified in Item (6), the company shall
When conducted through public centralized transactions.
Article 29 The Company shall not be liable for the reason of Paragraph 1 of Article 25 of the Articles of Association.
Before revision After revision
Acquisition of the company's shares under the circumstances specified in Items (1) and (2). Acquisition of the Company's shares under the circumstances specified in Items (1) and (2) shall be subject to a resolution of the shareholders' meeting; if the company fails due to the provisions of Article 25 of the Articles of Association, it shall be subject to a resolution of the shareholders' meeting; If the company's shares are acquired under the circumstances specified in Items (3), (5) and (6) of Paragraph 1, the acquisition of the Company's shares must be made by more than two-thirds of the directors at a board meeting in attendance. Chairman’s board meeting resolution.
After the company acquires the company's shares in accordance with the provisions of Article 25, Paragraph 1 of these Articles of Association, if the company acquires the company's shares in accordance with the provisions of Article 24, Paragraph 1 of these Articles of Association, the shares shall be canceled within 10 days from the date of acquisition if it falls under the circumstances of Item (1). It shall be canceled within 10 days; if it falls under the circumstances of items (2) and (4), it shall be transferred or canceled within 6 months; if it falls under (3), it shall be transferred or canceled within 6 months; if it falls under the circumstances of items (3), (5) and (6), the total number of shares held by the company shall not exceed the total number of issued shares of the company. The number of shares of the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or canceled within 3 years. 10% of the capital, and shall be transferred or canceled within 3 years. If the company cancels the shares due to the repurchase of the company's shares, it shall
Apply to the original company registration authority for registration of changes in registered capital. Be
The total par value of canceled shares shall be calculated from the company’s registered capital.
minus.
Article 30 Unless the company has entered the liquidation stage, the company repurchases its
Shares outstanding shall comply with the following provisions:
(1) If the company repurchases shares at face value, the payment shall be from
The company's book balance of distributable profits, shares issued to repurchase old shares
Deducted from proceeds from new shares;
(2) If the company repurchases the shares at a price higher than the par value, it is equivalent to the par value.
The portion of the value is derived from the company's distributable profit book balance, for the repurchase of old
deducted from the proceeds from the issuance of new shares; the excess of the par value shall be
Proceed as follows:
- The repurchased shares are issued at face value and are divisible from the company.
The distribution profit is deducted from the book balance;
- The repurchased shares were issued at a price higher than the face value, and the shares were purchased from the company.
book balance of distributable profits, new shares issued to repurchase old shares
deducted from income; however, the amount deducted from the proceeds from the issuance of new shares,
shall not exceed the total premium received when the repurchased old shares were issued, nor shall
shall not exceed the amount in the company’s capital reserve account at the time of repurchase (including
The amount of premium for the issuance of new shares);
(3) Payments made by the company for the following purposes shall be made from the company’s
Expenditures out of distributable profits:
Obtain the right to repurchase its shares;
Change the contract to repurchase its shares;
Release its obligations in the repurchase contract;
(4) The total par value of the canceled shares shall be withdrawn from the company in accordance with relevant regulations
After being deducted from the registered capital, the expenses shall be deducted from the distributable profits.
The amount of the par value of the shares repurchased shall be included in the company’s capital
Provident fund account.
Laws, administrative regulations and securities regulatory authorities in the place where the company’s shares are listed
If the relevant regulations before and after the revision have other provisions on the financial treatment involved in the aforementioned share repurchase, those provisions shall prevail.
Section 3 Share Transfer Section 3 Share Transfer
Article 31 Unless otherwise provided by the laws, administrative regulations, deleted departmental regulations, normative documents, and listing rules of the stock exchange where the company's shares are listed, the company's shares may be freely transferred without any lien attached. Company shares may be donated, inherited and pledged in accordance with relevant laws, administrative regulations and these Articles of Association.
(1) The company’s shares are listed and traded on the main board of the Shenzhen Stock Exchange;
(2) After the stock is terminated from listing, the company's stock enters the agency share transfer system and continues trading;
(3) No changes shall be made to the provisions of the preceding paragraph in the company's articles of association.
The transfer of H shares must be registered with the local stock registration agency in Hong Kong entrusted by the company.
Article 32 All H shares with paid-up share capital may be freely transferred in accordance with the procedures of this Chapter; however, the board of directors may refuse to recognize any transfer document without stating any reasons unless the following conditions are met:
(1) Transfer documents and other documents related to the ownership of any H shares or that will affect the ownership of H shares must be registered, and the company must pay fees for registration in accordance with the fee standards specified in the Hong Kong Listing Rules, and the fee shall not exceed the maximum fee stipulated in the Hong Kong Listing Rules from time to time;
(2) The transfer document only involves H shares;
(3) The stamp duty required by Hong Kong law has been paid on the transfer document;
(4) The relevant stocks and the evidence reasonably required by the board of directors to prove that the transferor has the right to transfer the shares shall be provided;
(5) If the shares are intended to be transferred to joint holders, the number of jointly registered shareholders shall not exceed four;
(6) The relevant shares are not attached with any lien rights of the company.
If the board of directors refuses to register a share transfer, the company shall give the transferor and transferee a copy of the refusal to register the share transfer within two months from the date of formal filing of the transfer application.
Article 33 All transfers of H shares shall be in the form of a written transfer document in a general or ordinary deleted format or any other format acceptable to the board of directors (including the standard transfer format or transfer form specified by the Hong Kong Stock Exchange from time to time); and the transfer document may only be signed by hand or stamped with a valid seal of the company (if the transferor or transferee is a company). If the transferor or transferee is a recognized clearing house (hereinafter referred to as the "recognized clearing house") or its agent as defined in the relevant regulations in force from time to time under the laws of Hong Kong, the transfer document may be signed by hand or machine-printed. All transfer documents shall be kept at the legal address of the Company or such address as may be designated by the Board of Directors from time to time.
Newly added Article 27: The company’s shares shall be transferred in accordance with the law.
Before revision After revision
Article 34 The company does not accept the company's shares as pledge rights. Article 28 The company does not accept the company's shares as the subject of pledge rights. target.
Article 35 The shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. Article 29 The shares issued before the company's public issuance of shares shall not be transferred within one year from that date. The shares issued before the company's public issuance of shares shall not be transferred within one year from the date on which the company's shares are listed and traded on the stock exchange.
It cannot be transferred within 1 year. Directors, supervisors, and senior managers of the company shall report to the company the shares they hold in the company and their changes. The shares they hold in the company and their changes determined when they take office shall not exceed 25% of the total number of shares of the company they hold. It shall not be transferred within 1 year from the date of listing and trading. The above-mentioned personnel shall not be transferred within one year after their resignation. The above-mentioned personnel shall not transfer the shares of the company held by them within half a year after their resignation.
The company shares it holds.
Article 36 The company’s directors, supervisors, senior managers, and shareholders holding more than 5% of the company’s shares. Article 30 The company’s shareholders, directors, and shareholders holding more than 5% of the company’s shares shall sell the company’s stocks or other equity-type securities held by them within 6 months after purchase. If equity-type securities are sold within 6 months after purchase, or re-purchase within 6 months after sale, the proceeds shall be transferred to the public. If you buy again within 6 months after selling, the proceeds will belong to the company, and the company's board of directors should take back the proceeds. However, if there is evidence, the company's board of directors will take back the proceeds. However, exceptions apply to securities companies that hold more than 5% of the shares due to the purchase of the remaining stocks after the package sale, and other circumstances stipulated by the China Securities Regulatory Commission. Except for shapes. The directors, supervisors, senior managers, and natural person shareholders referred to in the preceding paragraph are stocks or other securities of an equity nature held by directors, supervisors, senior managers, and natural person shareholders, including their spouses, stocks or other securities of an equity nature, including stocks held by their parents and children and held using other people's accounts, or stocks held by spouses, parents, and children and held using other people's accounts, and other securities of an equity nature.
votes or other securities of an equity nature. If the company's board of directors fails to comply with the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement within 30 days. The company's board of directors failed to request the board of directors to implement the above rights within 30 days. If the company's board of directors fails to execute the decision within the above time limit, the shareholders have the right to execute it within their own time limit for the benefit of the company, and the shareholders have the right to directly file a lawsuit with the People's Court in their own names for the benefit of the company.
File a lawsuit directly with the People's Court. If the company's board of directors fails to implement the provisions of the first paragraph of this article, the responsible director shall bear joint and several liability in accordance with the law.
Responsible directors bear joint and several liability in accordance with the law.
Chapter 4 Shareholders and Shareholders’ Meeting Chapter 4 Shareholders and Shareholders’ Meeting
Section 1 Shareholders Section 1 Shareholders
Article 37 A shareholder of a company is a person who holds the company's shares in accordance with the law and whose name is registered in the shareholder list provided by the company according to the securities registration and clearing agency. The company establishes a shareholder list based on the certificates. The shareholder list is sufficient evidence to prove that shareholders hold the certificates provided by the company's stock registration agency. The shareholder list is sufficient evidence of identity. Shareholders are entitled to sufficient evidence to prove that they hold shares in the company according to the class of shares they hold. Shareholders shall bear obligations according to the profits they hold; shareholders holding the same class of shares shall enjoy the rights and bear obligations of the same type of shares; shareholders holding the same class of equal rights shall bear the same obligations.
Shareholders of shares enjoy the same rights and bear the same obligations.
Article 38 When the company convenes a shareholders' meeting, distributes dividends, liquidates, or engages in other activities that require confirmation of the identity of shareholders, the board of directors or the convener of the shareholders' meeting shall determine the equity registration date. The convener of the shareholders' meeting shall determine the equity registration date. The registered shareholders are the shareholders who enjoy relevant interests.
Article 39 The shareholders of the company's ordinary shares enjoy the following rights: Article 33 The shareholders of the company enjoy the following rights:
Before revision After revision
(1) Receive dividends and other forms of benefit distribution based on the share of shares it holds; (1) Receive dividends and other forms of benefit distribution based on the share of shares it holds;
(2) Request, convene, preside over, participate in or appoint an agent to attend the general meeting of shareholders in accordance with the law, and exercise the corresponding voting rights;
(3) Supervise and manage the company's operations and make suggestions;
(4) Transfer, donate or pledge the shares held by the company in accordance with the laws and administrative regulations of the place where the company's shares are listed, the listing rules of the local exchange and these Articles of Association;
Transfer, donate or pledge the shares held by them in accordance with the provisions of the articles of association; (5) Check and copy the company's articles of association, shareholder list, shareholders' meeting
(5) Obtain relevant information in accordance with the provisions of these Articles of Association, including: meeting minutes, board meeting resolutions, financial accounting reports, and comply with regulations.
This Articles of Association is obtained after paying the cost and fees; designated shareholders can check the company’s accounting books and accounting vouchers;
Have the right to inspect and copy after paying a reasonable fee: (6) When the company is terminated or liquidated, participate in the distribution of the company's remaining property according to the shares it holds (1) List of all shareholders;
(2) Directors, supervisors, general managers and other senior managers of the company (7) Personal information that objects to the company’s merger or division resolution made by the shareholders’ meeting, including: (a) current and previous names and aliases; shareholders who request the company to acquire their shares;
(b) Main address (residence); (c) Nationality; (d) Full-time and all other part-time occupations and positions stipulated in laws, administrative regulations, departmental rules, and company stock listings; (e) Identity documents and listing rules of the local stock exchange or other rights stipulated in these Articles. profit.
(3) The company’s equity status;
(4) The company has repurchased each class of its own shares since the previous fiscal year
par value, numerical value, highest and lowest prices, and company
Report of all fees paid for this (disaggregated by domestic shares and foreign shares)
row subdivision);
(5) Corporate bond stub;
(6) Minutes of the general meeting of shareholders (for review by shareholders only) and the company’s
Special resolutions, board meeting resolutions, and supervisory board meeting resolutions;
(7) The company’s latest audited financial statements and the board of directors,
Auditor and supervisory board reports;
(8) Financial accounting reports;
(9) Submitted to the Administration for Industry and Commerce and other competent authorities for filing
A copy of the most recent annual report.
The company must complete the above items (1), (3), (4), (6), (7), (8),
The documents in item (9) and any other applicable documents shall be prepared in accordance with the Hong Kong Listing Rules.
The requirements of the Code are to be kept at the company’s Hong Kong address for the public
and shareholders can view it free of charge.
(6) When the company is terminated or liquidated, the shares held by it at that time shall be
Participate in the distribution of the company’s remaining property;
(7) Dissent from the resolution of company merger or division made by the general meeting of shareholders
Shareholders who have made proposals require the company to acquire their shares;
(8) Shareholders who individually or collectively hold more than 3% of the company’s shares,
The right to propose temporary proposals 10 working days before the general meeting of shareholders and
Written submission to the convener;
(9) Laws, administrative regulations and departmental regulations of the place where the company’s shares are listed
Before revision After revision
Chapters, regulatory documents, listing rules of stock exchanges or this Articles of Association
Other rights stipulated.
A company shall not act solely because any person directly or indirectly interested in
disclose its interests to the company to exercise any right to freeze or use
otherwise damage the rights attached to any shares held by it.
Article 40 If a shareholder requests to review the relevant information mentioned in Item (5) of the preceding Article, Article 34 If a shareholder requests to review or copy the relevant information or request materials mentioned in the preceding Article, he or she shall provide the company with proof of his or her ownership of the company or request for information shall comply with the Company Law, Securities Law and other written documents regarding the type and number of shares held by the company, as well as the provisions of the company's approved laws and administrative regulations.
After confirming the identity of the shareholder, it will be provided according to the shareholder's request.
Article 41 If the contents of the resolutions of the company's shareholders' meeting or the board of directors violate the law, Article 35 If the contents of the resolutions of the company's shareholders' meeting or the board of directors violate the laws or administrative regulations, shareholders have the right to request the People's Court to declare them invalid. If there are any laws or administrative regulations, the shareholders have the right to request the People's Court to find them invalid. If the convening procedures and voting methods of the shareholders' meeting and the board of directors violate the laws, administrative regulations or these Articles of Association, or the content of the resolution violates this Law, administrative regulations or these Articles of Association, or the content of the resolution violates the Articles of Association of this Article, shareholders have the right to petition the People's Court to revoke the Articles of Association within 60 days from the date the resolution is made. The People's Court revoked the decision. However, there are only minor flaws in the convening procedures or voting methods of shareholders' meetings and board of directors meetings, except those that have no substantial impact on the resolutions.
If the board of directors, shareholders and other relevant parties have disputes over the validity of the resolutions of the shareholders' meeting, they should promptly file a lawsuit with the people's court. Before the people's court makes a judgment or ruling such as revoking the resolution, the relevant parties shall implement the resolution of the shareholders' meeting. The company, directors and senior managers should effectively perform their duties and ensure the normal operation of the company.
If the people's court makes a judgment or ruling on relevant matters, the company shall perform its information disclosure obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the stock exchange, fully explain the impact, and actively cooperate with the implementation after the judgment or ruling takes effect. Involving correction of previous events
If any relevant information is found, it will be processed in a timely manner and the corresponding information disclosure obligations will be fulfilled. New Article 36 If any of the following circumstances occurs, the resolution of the company’s shareholders’ meeting or board of directors shall be invalid:
(1) No shareholders’ meeting or board of directors meeting was held to make resolutions;
(2) The shareholders’ meeting and the board of directors’ meeting did not vote on resolution matters;
(3) The number of people attending the meeting or the number of voting rights held does not reach the number or number of voting rights stipulated in the Company Law or these Articles of Association;
(4) The number of people who agree to the resolution or the number of voting rights they hold does not reach the number or number of voting rights stipulated in the Company Law or these Articles of Association.
weight.
Article 42 Directors and senior managers violate laws, administrative regulations or the provisions of this Article when performing their duties. Article 37 If directors and senior managers other than members of the audit committee violate laws, administrative regulations or the provisions of this Article and cause losses to the company, shareholders who individually or jointly hold less than 1% of the company individually or jointly for more than 180 consecutive days and cause losses to the company shall have the right to request the board of supervisors in writing to file a lawsuit with the People's Court. Shareholders who individually or jointly hold more than 1% of the company's shares have the right to request a lawsuit in writing; if the board of supervisors violates laws, administrative regulations, or these articles of association when performing the company's duties, request the audit committee to file a lawsuit with the People's Court; stipulations that cause losses to the company, the aforementioned shareholders may request in writing
Before revision After revision
After receiving the written request from the shareholder specified in the preceding paragraph, the board of supervisors and the board of directors refuse to request the board of directors to file a lawsuit with the People's Court.
If the Audit Committee or the Board of Directors receives a written request from a shareholder as stipulated in the preceding paragraph for a lawsuit, or the situation is urgent and failure to file a lawsuit immediately will cause the company to later refuse to file a lawsuit, or the interests have not suffered irreparable damage within 30 days from the date of receipt of the request, the shareholder specified in the preceding paragraph has the right to file a lawsuit, or the situation is urgent and failure to file a lawsuit immediately will result in the company directly filing a lawsuit in its own name in the interests of the company. If the company's interests are irreparably damaged, shareholders shall file a lawsuit as stipulated in the preceding paragraph. For the benefit of the company, the company has the right to directly file a lawsuit in the people's court in its own name if others infringe upon the company's legitimate rights and interests and cause losses to the company.
The shareholders stipulated in the first paragraph may sue the people's court in accordance with the provisions of the first two paragraphs. If another person infringes upon the company's legitimate rights and interests and causes losses to the company, the court in this article shall file a lawsuit. The shareholders specified in the first paragraph may file a lawsuit with the People's Court in accordance with the provisions of the first two paragraphs.
If the directors, supervisors or senior managers of a company's wholly-owned subsidiaries violate laws, administrative regulations or the provisions of these Articles of Association when performing their duties, causing losses to the company, or if others infringe upon the legitimate rights and interests of the company's wholly-owned subsidiaries and cause losses, shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days may request in writing the board of supervisors (or supervisors, audit committee) or board of directors of the wholly-owned subsidiary to file a lawsuit with the People's Court in their own name in accordance with the first three paragraphs of Article 189 of the Company Law.
File a lawsuit.
Article 44 The shareholders of the company's common shares shall bear the following obligations: Article 39 The shareholders of the company shall bear the following obligations:
(1) Comply with the laws, administrative regulations, and ministries of the place where the company’s shares are listed;
(2) Pay the share price according to the shares subscribed and the method of subscription; Articles of Association; (3) Except under the circumstances stipulated by laws and regulations, no shares shall be withdrawn.
(2) Pay the share capital according to the shares subscribed and the method of subscription; capital;
(3) Except under circumstances stipulated by laws and regulations, no shares may be withdrawn; (4) Shareholders' rights must not be abused to harm the company or other shareholders.
(4) The rights of shareholders shall not be abused to harm the interests of the company or other shareholders; the independent status of the company as a legal person and the limited liability interests of shareholders shall not be abused; the independent status of the company as a legal person and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors;
Harm the interests of the company's creditors; (5) The company's shareholders should bear the obligations stipulated in laws, administrative regulations and these articles of association by abusing their rights as shareholders and causing losses to the company or other shareholders.
If a company's shareholder abuses the independent status of a corporate legal person and the limited liability of shareholders, and causes losses to the company or other shareholders, it shall bear liability for compensation in accordance with the law.
Those who evade debts and seriously harm the interests of the company's creditors shall be punished. Shareholders of the company abuse the independent status of the company's legal persons and the limited liability of shareholders and bear joint and several liability for the company's debts; those who evade debts and seriously damage the interests of the company's creditors shall be punished.
(5) The company shall be jointly and severally liable for the debts of the company under the laws, administrative regulations and departmental regulations of the place where the company's shares are listed.
Chapters, normative documents, listing rules of stock exchanges and these Articles of Association
Specify other obligations that should be borne.
In addition to the conditions agreed by the subscribers of the shares at the time of subscription, shareholders
No liability will be assumed for any subsequent increase in share capital.
Article 45 Shares holding more than 5% of the company’s voting shares are deleted
If a shareholder pledges the shares he holds, the fact shall be
On the day of birth, a written report shall be made to the company.
New Section 2 Controlling Shareholders and Actual Controllers
New Article 40: The company’s controlling shareholders and actual controllers shall comply with the law. Before revision After revision
Exercise rights and perform obligations in accordance with laws, administrative regulations, China Securities Regulatory Commission and stock exchange regulations, and safeguard the interests of listed companies.
Article 46 In addition to the laws and administrative regulations of the place where the company's shares are listed, Article 41 The company's controlling shareholders and actual controllers shall comply with the following regulations, regulatory documents or listing rules of the stock exchange:
In addition to the required obligations, the controlling shareholder, when exercising its rights as a shareholder, (1) exercises shareholder rights in accordance with the law and does not abuse its control rights or use its voting rights to make decisions on the following issues that are detrimental to the entire associated relationship or damage the legitimate rights and interests of the company or other shareholders;
or the interests of some shareholders: (2) Strictly implement the public statements and commitments made, and do not
(1) The removal of directors and supervisors shall be done in good faith and in the best interests of the company and shall not be changed or exempted without authorization;
The responsibility to act for the starting point; (3) Strictly perform information disclosure obligations in accordance with relevant regulations and actively
(2) Approving directors and supervisors (for their own benefit or the benefit of others) to proactively cooperate with the company in information disclosure, and promptly inform the company that the company's property has been deprived of the company's property in any form, including (but not limited to) any major events that have occurred or are expected to occur;
Favorable opportunities for the company; (4) Not to occupy the company’s funds in any way;
(3) Approval for directors and supervisors to expropriate (for their own benefit or the benefit of others);
Allotment rights and voting rights, but do not include those submitted to the general meeting of shareholders in accordance with this Articles of Association (6) The company shall not use the company's undisclosed material information to seek benefits and fail to pass the company reorganization. Leak undisclosed material information related to the company in any way, and shall not engage in insider trading, short-term trading, market manipulation and other illegal activities;
(7) The legitimate rights and interests of the company and other shareholders shall not be harmed through unfair related transactions, profit distribution, asset restructuring, external investment, etc. in any way;
(8) Ensure the company’s asset integrity, personnel independence, financial independence, organizational independence and business independence, and shall not affect the company’s independence in any way;
(9) Other provisions of laws, administrative regulations, provisions of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.
If the company's controlling shareholder or actual controller does not serve as a director of the company but actually performs the company's affairs, the provisions of this Articles on directors' duties of loyalty and diligence shall apply.
If a company's controlling shareholder or actual controller instructs a director or senior manager to engage in behavior that damages the interests of the company or shareholders, he shall be jointly and severally liable with the director or senior manager.
Article 47 The controlling shareholder and actual controller of the company shall not use Delete
Their related relationships harm the interests of the company. Violating the foregoing provisions and causing harm to the company
If a loss is caused, the person shall be liable for compensation.
The company’s controlling shareholders and actual controllers have a negative impact on the company and the company’s public
Shareholders have a duty of good faith. Controlling shareholders should exercise their rights strictly in accordance with the law
The rights of investors shall not be exploited for profit distribution, asset reorganization, external
Investment, capital occupation, loan guarantee, etc. harm the company and society
The legitimate rights and interests of public shareholders shall not be used to harm the
The interests of the company and public shareholders.
The company's board of directors establishes a "shareholding" system for the company's shares held by controlling shareholders.
Use the "immediate freezing" mechanism, that is, if the controlling shareholder is found to have misappropriated the company's assets
Before revision After revision
, immediately apply for a judicial freeze on the shares held by the controlling shareholder.
If the company's assets that have been misappropriated cannot be restored to their original state, or the company's assets can be paid in cash or in public
If the repayment is carried out by other means approved by the company's general meeting of shareholders, it shall be liquidated
The shares held by the controlling shareholder shall repay the misappropriated assets.
The chairman of the company is the first person responsible for the “occupancy and freezing” mechanism.
The Chief Financial Officer and Secretary of the Board of Directors assist the Chairman in “freezing once occupied”
work. Specifically, it shall be implemented in accordance with the following provisions:
(1) On the day when the financial director discovers that the controlling shareholder has misappropriated the company’s assets,
The chairman shall be reported in writing; if the chairman is the controlling shareholder,
The financial director shall notify the controlling shareholder in writing on the day when he or she discovers that the controlling shareholder has misappropriated assets.
Proper report to the secretary of the board of directors, with a copy to the chairman of the board;
(2) The chairman of the board of directors or the secretary of the board of directors shall
Issue a notice to convene an extraordinary meeting of the board of directors on the day of the face-to-face report;
(3) The secretary of the board of directors sends a letter to the controlling shareholder in accordance with the resolution of the board of directors.
Notice of repayment within a time limit, and application to the relevant judicial departments for handling the controlling shareholder
freeze the shares held and other related matters, and do a good job in relevant information disclosure
make;
(4) If the controlling shareholder is unable to take action against the occupied company within the prescribed period,
To restore the assets to their original state or pay them off, the company shall expire within the specified period.
Within 30 days, apply to the relevant judicial department to liquidate the frozen shares for compensation.
They also misappropriated assets, and the secretary of the board of directors should do a good job in disclosing relevant information.
The company’s directors, supervisors and senior managers are responsible for safeguarding the company’s assets
Legal obligations for safety. Assistance from company directors and senior managers,
Connive with controlling shareholders, actual controllers and their affiliated companies to embezzle the company
assets, the company’s board of directors shall, depending on the seriousness of the case, impose sanctions on the person directly responsible
Punishment shall be imposed on directors who bear serious responsibilities and shall be submitted to the general meeting of shareholders for disciplinary action.
Removed.
Newly added Article 42: If a controlling shareholder or actual controller pledges the company stocks held or actually controlled by them, they shall maintain control of the company and
Production and operation are stable.
New Article 43 When controlling shareholders and actual controllers transfer the shares of the company they hold, they shall comply with the restrictive provisions on share transfers in laws, administrative regulations, regulations of the China Securities Regulatory Commission and stock exchanges, and their commitments on restricting share transfers.
Section 2 General Provisions for Shareholders’ Meetings Section 3 General Provisions for Shareholders’ Meetings
Article 48 The shareholders’ meeting is the company’s power organ and shall be exercised in accordance with the law. Article 44 The company’s shareholders’ meeting shall be composed of all shareholders. The shareholders' meeting has the following powers: The company's authority shall exercise the following powers in accordance with the law:
(1) Determine the company’s business policies and investment plans; (1) Elect and replace directors, and decide on relevant remuneration matters for directors;
(2) Elect and replace directors and supervisors who are not employee representatives, (2) Review and approve the report of the board of directors;
Determine matters related to the remuneration of directors and supervisors; (3) Review and approve the company’s profit distribution plan and methods of making up for losses;
(3) Review and approve the report of the board of directors;
(4) Review and approve the report of the Board of Supervisors; (4) Make a resolution on the company’s increase or decrease in registered capital;
(5) Review and approve the company’s annual financial budget plan and final accounts; (5) Make resolutions on the issuance of corporate bonds;
Before revision After revision
(6) Merger, division, dissolution, liquidation or change of company
(6) Review and approve the company’s profit distribution plan and make resolutions on ways to make up for losses;
(7) Modify this Articles of Association;
(7) Make resolutions on the company’s increase or decrease in registered capital; (8) Appoint and dismiss accountants who undertake the company’s audit business;
(8) Make a resolution on the issuance of corporate bonds; The law firm makes a resolution;
(9) To review and approve the guarantee matters stipulated in Article 45 of the Articles of Association; to make resolutions in the form of a company; (10) To review and approve the company’s purchase and sale of major assets exceeding
(10) Modification of this Article of Association; Matters concerning 30% of the company’s latest audited total assets;
(11) Make resolutions on the company’s hiring and dismissal of accounting firms; (11) Review and approve changes in the use of raised funds;
(12) Review and approve the guarantees stipulated in Article 49 of the Articles of Association (12) Review the equity incentive plan and employee stock ownership plan; (13) Review laws, administrative regulations, departmental rules, company equity
(13) To review matters in which the company purchases and sells major assets within one year that exceed 30% of the company's latest audited total assets according to the listing rules of the stock exchange where the shares are listed or the Articles of Association; and other matters decided by the shareholders' meeting.
(14) Review and approve changes in the use of raised funds; The shareholders’ meeting may authorize the board of directors to make resolutions on the issuance of corporate bonds.
(15) Review equity incentive plans and employee stock ownership plans;
(16) Review laws, administrative regulations, departmental rules, company shares
The listing rules of the stock exchange where the tickets are listed or the provisions of these Articles shall
Other matters decided by the general meeting of shareholders.
The powers of the above-mentioned general meeting of shareholders shall not be authorized by the board of directors.
or other institutions and individuals to exercise on their behalf.
Article 49 The following external guarantee acts of the company must be approved by the shareholders' meeting. Article 45 The following external guarantee acts of the company must be reviewed and approved by the shareholders' meeting: Approved at the shareholders' meeting:
(1) The total external guarantees of the company and its holding subsidiaries exceed 50% of the latest audited net assets. Any guarantee provided after 50% of the latest audited net assets; Guarantee;
(2) The total external guarantees of the company and its controlled subsidiaries exceed any guarantee provided after 30% of the total assets in the latest audited period;
(3) The amount of guarantee provided by the company to others within one year exceeds the company's
(3) The company’s guarantee amount within one year exceeds 30% of the company’s latest audited total assets;
Guarantee for 30% of total audited assets; (4) Guarantee provided for guarantee objects whose asset-liability ratio exceeds 70%
(4) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;
(5) The amount of a single guarantee exceeds 10% of the latest audited net assets
(5) A single guarantee amount exceeds 10% of the latest audited net assets;
(6) Guarantees provided to shareholders, actual controllers and their related parties;
(6) Guarantees provided to shareholders, actual controllers and their related parties;
(7) Laws, administrative regulations, departmental rules, normative documents,
The listing rules of the stock exchange where the company's shares are listed must be submitted
Other external guarantee matters reviewed by the shareholders' meeting.
External guarantee matters reviewed by the general meeting of shareholders must be reviewed by the board of directors
After passing the resolution, it can be submitted to the general meeting of shareholders for review.
Article 50 The shareholders' meeting is divided into annual shareholders' meeting and extraordinary shareholders' meeting. Article 46 The shareholders' meeting is divided into annual shareholders' meeting and extraordinary shareholders' meeting. General Assembly. The annual general meeting of shareholders is held once a year and shall be held within 6 months after the end of the previous fiscal year. Held within 6 months after the end of the period.
Before revision After revision
Article 51 If any of the following circumstances occurs, the company shall convene an extraordinary general meeting of shareholders within 2 months of the date of occurrence: Article 47 If any of the following circumstances occur, the company shall convene an extraordinary general meeting of shareholders within 2 months of the date of occurrence:
(1) The number of directors is less than the minimum number stipulated in the Company Law, or (1) The number of directors is less than the number stipulated in the Company Law, or less than 2/3 of the number stipulated in this Article;
(2) When the company’s uncompensated losses reach 1/3 of the total paid-in share capital; (2) When the company’s uncompensated losses reach 1/3 of the total paid-in share capital;
(3) Shareholders who individually or collectively hold more than 10% of the company's shares (3) Shareholders who individually or collectively hold more than 10% of the company's shares request; Upon request;
(4) When the board of directors deems it necessary; (4) When the board of directors deems it necessary;
(5) When the Supervisory Board proposes to convene; (5) When the Audit Committee proposes to convene;
(6) Laws, administrative regulations, departmental rules, normative documents; shape.
The number of shares held in item (3) mentioned above is calculated based on the date when the shareholder submits a written request.
Article 52 The place where the company convenes the general meeting of shareholders shall be the domicile of the company. Article 48 The place where the company shall convene the general meeting of shareholders shall be the place of domicile of the company or the place determined by the convener in the meeting notice. Or the place specified by the convener in the meeting notice.
The general meeting of shareholders will be held in an on-site meeting venue. The company's shareholders' meeting will set up a meeting venue and be held in the form of an on-site meeting. The company will also provide online voting to facilitate shareholders to participate in the shareholders' meeting. Shareholders who participate in the general meeting of shareholders through the above methods are deemed to have made profits.
seats.
Article 53 The company shall hire a lawyer to issue legal opinions and make announcements on the following issues when convening the shareholders’ meeting. Article 49 When the company convenes the shareholders’ meeting, it shall engage lawyers to issue legal opinions and make announcements on the following issues: Issue legal opinions and make announcements:
(1) Whether the convening and convening procedures of meetings comply with laws and administrative regulations; (1) Whether the convening and convening procedures of meetings comply with laws, administrative regulations and this Articles of Association; regulations and these Articles of Association;
(2) Whether the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid. (2) Whether the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid; Valid;
(3) Whether the voting procedures and voting results of the meeting are legal and valid; (3) Whether the voting procedures and voting results of the meeting are legal and valid;
(4) Legal opinions on other relevant issues at the request of the company. (4) Legal opinions on other relevant issues at the request of the company.
Section 3 Convening the Shareholders’ Meeting Section 4 Convening the Shareholders’ Meeting
Article 54 Independent directors have the right to propose to the board of directors to convene an extraordinary meeting. Article 50 The board of directors shall convene a general meeting of shareholders on time within the prescribed period. A meeting to request independent directors to convene an extraordinary general meeting of shareholders.
Upon the approval of more than half of all independent directors, the independent directors have the right to propose to the board of directors the convening of an extraordinary shareholders' meeting in accordance with the laws, administrative regulations, the company's stock exchange listing rules and the provisions of these Articles of Association. If an independent director proposes to agree or disagree on convening an extraordinary general meeting of shareholders within 10 days of the proposal, the board of directors shall provide written feedback based on laws, administrative regulations and the meeting. If the board of directors agrees to convene an extraordinary general meeting of shareholders in accordance with the listing rules of the stock exchange where the company's shares are listed and the articles of association, it shall issue a notice of convening a general meeting of shareholders within 5 days of making a board of directors' provision that a resolution of approval or disapproval be made within 10 days of receipt of the proposal; the board of directors shall provide written feedback on convening an extraordinary general meeting of shareholders.
If it does not agree to convene an extraordinary general meeting of shareholders, the reasons shall be explained and announced. If the board of directors agrees to convene an extraordinary shareholders' meeting, and if the securities regulatory authority in the place where the company's shares are listed makes a board resolution, otherwise stipulates otherwise, a notice of convening a shareholders' meeting shall be issued within 5 days after such regulations; the board of directors disagrees. If an extraordinary shareholders' meeting is convened, the reasons shall be explained and announced.
Article 55 The Board of Supervisors has the right to propose to the Board of Directors to convene an extraordinary general meeting of shareholders. Article 51 The Audit Committee shall propose to the Board of Directors to convene an extraordinary general meeting of shareholders and shall submit the proposal to the Board of Directors in writing. The meeting of the Board of Directors shall be submitted to the Board of Directors in writing. The board of directors shall, within 10 days after receiving the proposal, in accordance with the laws, administrative regulations, the listing rules of the stock exchange where the company's shares are listed and the provisions of these Articles of Association.
Before revision After revision
Provide written feedback within days of agreeing or disagreeing to convene an extraordinary general meeting of shareholders. See.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening a general meeting of shareholders within 5 days after making a resolution of the board of directors. Any changes to the original proposal in the notice shall be subject to the approval of the board of supervisors. Proposed changes should be approved by the Audit Committee.
If the board of directors does not agree to convene an extraordinary general meeting of shareholders, or fails to provide feedback within 10 days after receiving the proposal, it will be deemed that the board of directors is unable to perform or fails to perform its duty to convene a general meeting of shareholders. The board of supervisors can convene a general meeting of shareholders on its own, and the audit committee can convene and preside over it on its own. Set and hosted.
Article 56 Shareholders who individually or jointly hold more than 10% of the voting shares of the company, individually or jointly, have the right to request the board of directors to convene an extraordinary shareholders' meeting, and shall request in writing to convene an extraordinary shareholders' meeting or class shareholders' meeting, and shall submit the request in writing to the board of directors. The board of directors shall propose to the board of directors in accordance with legal and administrative legal forms and clarify the topics of the meeting. The board of directors shall provide written feedback on its intention to convene an extraordinary shareholders' meeting within 10 days after receiving the request, in accordance with the laws, administrative regulations, and the provisions of the securities trading regulations of the place where the company's stocks are listed.
Within 10 days, the board of directors agrees or disagrees to convene an extraordinary general meeting of shareholders or classes. If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall give written feedback to the board of directors meeting. A notice to convene a shareholders' meeting shall be issued within 5 days after the resolution. In the notice, if the board of directors agrees to convene an extraordinary general meeting of shareholders or a class meeting of shareholders, changes in the original request must obtain the consent of the relevant shareholders.
A notice to convene a general meeting of shareholders shall be issued within 5 days after the resolution of the board of directors is made. If the board of directors does not agree to convene an extraordinary shareholders' meeting, or a meeting of shareholders after receiving the request, or a class meeting of shareholders, if there is no feedback on the changes in the original request within 10 days, the consent of the relevant shareholders who individually or collectively hold 10% of the company must be obtained. If the shareholders of the above shares propose to the Audit Committee to convene an extraordinary general meeting of shareholders or a class meeting of shareholders, and the Board of Directors does not agree to convene an extraordinary general meeting of shareholders or a class meeting, they shall submit a request to the Audit Committee in writing. Or if no feedback is given within 10 days after receiving the request, or if the audit committee agrees to convene an extraordinary shareholders' meeting alone or if the audit committee agrees to convene an extraordinary shareholders' meeting, a notice of convening a shareholders' meeting shall be issued within 5 days after receiving the request.
Class shareholders' meeting shall be held and the request shall be made in writing to the Supervisory Board. If the Audit Committee fails to issue a notice of shareholders' meeting within the prescribed time limit, the request shall be deemed to be deemed as such. If the Audit Committee does not convene and preside over a shareholders' meeting and the Board of Supervisors agrees to convene an extraordinary shareholders' meeting or class shareholders' meeting for more than 90 consecutive days, shareholders who individually or collectively hold more than 10% of the company's shares may convene and preside over the shareholders' meeting or class shareholders' meeting upon receipt of the request within 5 days of receipt of the request.
Notice of the meeting and any changes to the original proposal in the notice must be obtained from the relevant
subject to the consent of shareholders.
The supervisory board fails to issue a general meeting of shareholders or a class meeting of shareholders within the prescribed time limit.
If the meeting notice is issued, it shall be deemed that the board of supervisors has failed to convene and preside over the general meeting of shareholders or similar
Special shareholders’ meeting, held individually or collectively for more than 90 consecutive days
Shareholders holding more than 10% of the voting shares at the proposed meeting may
to convene and host on their own.
Article 57 If the Board of Supervisors or shareholders decide to convene a general meeting of shareholders on their own initiative, Article 53 If the audit committee or shareholders decide to convene a general meeting of shareholders on their own initiative, they must notify the board of directors in writing, and at the same time, notify the board of directors in writing to the Securities and Exchange Commission where the company's shares are listed, and file a record with the stock exchange. case.
Before the announcement of the resolution of the shareholders' meeting, the shareholding ratio of the convening shareholder shall not be lower than 10%. When announcing the resolution of the Eastern Conference, relevant supporting materials shall be submitted to the stock exchange. The supervisory board or the convening shareholder shall submit a 10% shareholding ratio of the convening shareholder to the stock exchange where the company's shares are listed before issuing the notice of the general meeting of shareholders and before announcing the resolution of the general meeting of shareholders.
Before revision After revision
Relevant supporting materials.
Article 58 For shareholders’ meetings convened by the Board of Supervisors or shareholders themselves, Article 54 For meetings convened by the audit committee or shareholders themselves, the board of directors and the secretary to the board of directors shall cooperate. The Board of Directors will provide for the shareholders' meeting, and the Board of Directors and the Board Secretary will cooperate. The board of directors will maintain the shareholder list on the equity registration date. Provide the shareholder list on the equity registration date.
Article 59 The expenses necessary for the meeting of the Board of Supervisors or the general meeting of shareholders convened by the shareholders themselves shall be borne by the company, and the expenses necessary for the meeting shall be borne by the company.
deducted from the payment for the matter.
Section 4 Proposals and Notices of Shareholders’ Meeting Section 5 Proposals and Notices of Shareholders’ Meeting
Article 60 The content of the proposal shall fall within the purview of the shareholders' meeting. Article 56 The content of the proposal shall fall within the purview of the shareholders' meeting, have clear topics and specific resolution matters, and comply with laws, administrative regulations, the listing rules of the stock exchange where the company's shares are listed and these regulations, the listing rules of the stock exchange where the company's shares are listed, and the relevant provisions of these Articles of Association. Relevant provisions of the Articles of Association.
Article 61 When the company convenes a general meeting of shareholders, the board of directors and the board of supervisors shall propose proposals to the company. The right to make proposals to the company.
Shareholders who individually or collectively hold more than 3% of the company's shares may put forward a temporary proposal 10 days before the shareholders' meeting and submit it in writing to the convener. The convener shall issue a notice to the shareholders' meeting within 2 days after receiving the proposal. The convener shall issue a supplementary notice of the shareholders' meeting within 2 days after receiving the proposal and announce the contents of the temporary proposal. The convener shall issue a notice of the general meeting of shareholders and submit the temporary proposal to the shareholders' meeting for deliberation, except for the circumstances specified in the preceding paragraph. However, if a temporary proposal violates laws, administrative regulations, or announcements, the proposals listed in the notice of the general meeting of shareholders or the listing rules of the stock exchange where the company's shares are listed or the company's articles of association may not be modified to add new proposals. stipulations in the procedures, or those that do not fall within the scope of powers of the shareholders’ meeting. If the notice of the general meeting of shareholders is not listed in or does not comply with the provisions of Article 60 of the Articles of Association. Except for the circumstances specified in the preceding paragraph, the general meeting of shareholders shall not vote and make resolutions on proposals that the convener has issued a public notice of the general meeting of shareholders. After the announcement, the proposals listed in the notice of shareholders’ meeting shall not be modified or new proposals shall be added.
Proposals that are not listed in the notice of shareholders’ meeting or do not comply with the provisions of these Articles of Association
The shareholders' meeting shall not vote and make resolutions.
Article 62 The convener shall notify all shareholders by announcement 20 days before the annual shareholders' meeting. Article 58 The convener shall notify shareholders by announcement 20 days before the annual shareholders' meeting. The extraordinary shareholders' meeting shall notify shareholders by announcement 15 days before the meeting. The extraordinary shareholders' meeting shall notify shareholders by announcement 15 days before the meeting. All shareholders will be notified via announcement 15 days before the opening date.
Article 63 The extraordinary general meeting of shareholders shall not make resolutions not specified in the notice. Delete
matters.
Article 64 The notice of the shareholders’ meeting shall meet the following requirements: Article 59 The notice of the shareholders’ meeting shall include the following contents:
(1) Made in the form of announcement; (1) Time, place and duration of the meeting;
(2) Designate the time, place, method and duration of the meeting; (2) Matters and proposals submitted to the meeting for consideration;
(3) Explain the matters and proposals submitted for consideration at the meeting; (3) Explain in obvious words: All ordinary shareholders have the right to
(4) Provide shareholders with the information and explanations required to enable shareholders to make a clear decision on the matters to be discussed. Attend the shareholders' meeting, and may appoint a proxy in writing to attend the meeting and participate in the decision-making; this principle includes but is not limited to voting, and the shareholder's proxy does not need to be a shareholder of the company;
When the company proposes merger, repurchase of shares, capital reorganization or other changes (4) Equity registration date of shareholders entitled to attend the shareholders' meeting;
When organizing a meeting, the specific conditions and contract of the proposed transaction should be provided (such as (5) name and phone number of the permanent contact person for conference affairs;
(Yes), and provide a careful explanation of its causes and consequences; (6) Online or other voting time and voting procedures.
(5) If any director, supervisor, general manager or other senior management has an important interest in the matters to be discussed, the notice and supplementary notice of the shareholders’ meeting should fully and completely disclose all the specific contents of their proposals.
The nature and extent of the interests before revision and after revision; if the matters discussed will have a different impact on the board of directors than on other shareholders of the same category, the company must clearly state the time and voting procedures for online voting in the notice of the shareholders' meeting of shareholders, supervisors, general managers and other senior managers as shareholders when providing shareholders with an online voting system for shareholders' meetings.
its difference;
(6) Containing any special resolution proposed for adoption at the meeting
full text;
(7) Explain in clear words: All shareholders have the right to attend the meeting
Eastern Conference, and may authorize an agent in writing to attend the meeting and attend the table.
To make a decision, the shareholder agent does not need to be a shareholder of the company;
(8) State the time and place for delivery of the proxy for voting at the meeting;
(9) Designate the equity registration date for shareholders entitled to attend the general meeting of shareholders,
The interval between the equity registration date and the meeting date should be no more than 7 days
Working days, once the equity registration date is determined, it cannot be changed;
(10) State the name and telephone number of the permanent contact person for conference affairs;
(11) Voting time and voting procedures online or by other means.
The notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all
All details of the proposal are included, as well as information to enable shareholders to understand what is to be discussed.
All information or explanations needed to make a reasonable judgment on the matter. To be discussed
If an independent director needs to express his opinion on a matter, a general meeting of shareholders’ notice shall be issued.
The opinions and reasoning of independent directors will be disclosed at the same time when notifying or supplementing the notice.
By.
Article 65: If the shareholders’ meeting intends to discuss the election of directors and supervisors, if the shareholders’ meeting approves the matter, the notice of the shareholders’ meeting shall fully disclose the detailed information of the candidates for directors and supervisors, including at least the following details: The following contents:
(1) Educational background, work experience, part-time job and other personal circumstances; (1) Educational background, work experience, part-time job and other personal circumstances;
(2) Whether there is a related relationship with the company or the company’s controlling shareholder and actual controller; whether there is a related relationship with the company or the company’s controlling shareholder and actual controller;
(3) Disclose the number of company shares held; (3) The number of company shares held;
(4) Whether it has been punished by the China Securities Regulatory Commission and other relevant departments (4) Whether it has been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange; and the stock exchange.
(5) Information that is required to be disclosed under the Hong Kong Listing Rules regarding new appointments, directors or supervisors who should be re-elected or transferred by each director candidate in addition to the cumulative voting system. When submitted as a single proposal. In addition to adopting a cumulative voting system to elect directors and supervisors, each director,
Candidates for supervisors shall be submitted as individual proposals.
Article 66 The convener shall convene the annual general meeting of shareholders. Delete
20 working days before and 15 days before the extraordinary general meeting of shareholders
During the period, in one or more newspapers and periodicals designated by the China Securities Regulatory Commission
Once published, all shareholders shall be deemed to have received the relevant information regarding the shareholders’ meeting.
notice of the proposal.
In compliance with the relevant provisions of laws and regulations and the certificate of the place where the company’s shares are listed,
The requirements of the listing rules of the stock exchange and the prerequisite for fulfilling relevant procedures
Next, for H-share shareholders, the company can also register through the company’s website and Hong Kong
published on the website designated by the Hong Kong Stock Exchange or in the form of "Hong Kong Stock Exchange"
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Municipal Rules and other methods permitted by these Articles of Association to issue a general meeting of shareholders
Notice shall be sent to H share holders in person or by postage.
Send by mail.
Article 67 After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without justifiable reasons. The proposals listed in the notice of the shareholders' meeting shall not be postponed or canceled, and the proposals listed in the notice of the shareholders' meeting shall not be cancelled. In the event of postponement or cancellation, the convener should cancel. In the event of postponement or cancellation, the convener shall make an announcement and explain the reason at least 2 working days before the originally scheduled convening date. because.
Section 5: Convening of the Shareholders’ Meeting Section 6: Convening of the Shareholders’ Meeting
Article 68 The company's board of directors and other conveners shall take necessary measures to ensure the normal order of the shareholders' meeting. Take important measures against interference with shareholders' meetings to ensure the normal order of shareholders' meetings. For actions that interfere with shareholders' meetings, meetings, create quarrels and cause trouble, and infringe upon the legitimate rights and interests of shareholders, measures will be taken to stop and promptly report to the relevant departments for investigation and punishment. Stop it and promptly report it to the relevant departments for investigation and punishment.
Article 69 All shareholders or their agents registered on the equity registration date shall have the right to attend the shareholders' meeting and exercise voting rights in accordance with relevant laws, regulations, departmental rules, the regulations of the stock exchange where the company's shares are listed, and these Articles of Association.
The voting rights shall be exercised in accordance with the Municipal Rules and this Charter. Shareholders may attend the shareholders' meeting in person or entrust a proxy to act on their behalf. Any shareholder who has the right to attend the shareholders' meeting and vote may attend and vote in person.
To attend the general meeting of shareholders, you may also entrust one or more persons (the person may
(who is not a shareholder) serves as the shareholder's agent and attends and votes on his or her behalf.
The shareholder's agent may exercise the following rights according to the shareholder's entrustment:
Pros:
(1) The shareholder’s right to speak at the shareholders’ meeting;
(2) Request to vote by ballot on your own or jointly with others;
(3) Voting rights are exercised by voting, but the appointed shareholder representative
When there is more than one agent, such shareholder proxies can only vote
Exercise the right to vote.
If the shareholder is defined by the relevant laws and regulations of the place where the company’s shares are listed
a recognized clearing house or its agent, the shareholder may authorize it to deem
suitable person or persons to act at any general meeting of shareholders or any class
act as their representative at a meeting of shareholders; however, if more than one person
person is authorized, the authorization letter should state that each such person is authorized
The number and type of shares involved in the right, the authorization letter shall be issued by a recognized clearing house
Signed by authorized personnel. Persons so authorized may settle on behalf of the recognized
The company (or its agent) attends the meeting (no need to produce shareholding certificates,
Notarized authorization and/or further evidence confirming that it is duly authorized
rights), exercise the rights as if the person were an individual shareholder of the company.
Article 70 If an individual shareholder attends a meeting in person, he or she shall present his/her ID card or other valid certificate or certificate that can indicate his or her identity, stock ID or other valid certificate or certificate account card that can indicate his/her identity. If an individual shareholder attends the meeting on his or her behalf, the agent shall provide proof of that. If an individual shareholder attends the meeting on behalf of another person, he or she shall present his/her valid ID card or shareholder's power of attorney. documents and shareholder power of attorney.
Legal person shareholders shall be represented by their legal representative or a proxy entrusted by the legal representative to attend the meeting. If the legal representative attends the meeting, the principal shall be present at the meeting. The legal representative attending the meeting shall present this
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If the agent attends the meeting, the agent shall produce his or her identity card, ID card, and a written power of attorney issued by the legal representative of the legal person shareholder unit in accordance with the law. Entrust the book.
The identity of shareholders participating in the general meeting of shareholders through online voting is determined by Shenzhen Securities
Exchange trading system or Internet voting system confirmation.
Article 71 A shareholder shall entrust a proxy in writing, and the power of attorney shall specify the following contents:
If the principal is a legal person, it shall be affixed with the seal of the legal person or signed by its director (1) The name of the principal, the type of company shares held, or a formally appointed agent. and quantity;
The power of attorney issued by a shareholder to authorize another person to attend the general meeting of shareholders shall include (2) the name of the agent;
The following content should be stated: (3) Specific instructions from shareholders, including those included on the agenda of the shareholders’ meeting
(1) The name of the agent; instructions for voting in favor, against or abstaining from voting on each matter to be considered;
(2) The amount of shares of the principal represented by the agent; (4) The date and validity period of the power of attorney;
(3) Whether it has the right to vote; (5) Signature (or seal) of the principal. If the client is a legal person shareholder,
(4) Votes for each matter included in the agenda of the general meeting of shareholders shall be stamped with the seal of the legal entity.
Indication of votes in favor, against or abstention;
(5) The date of issuance and validity period of the power of attorney;
(6) Signature (or seal) of the client; if the client is a legal person shareholder,
The seal of the legal entity should be affixed.
Article 72 Any documents issued by the company’s board of directors to shareholders for appointment Delete
The format of the power of attorney for shareholders’ agents should be freely chosen by shareholders
Instruct shareholders' proxies to vote for or against, and provide detailed information for each meeting
The matters to be voted on for each agenda item will be given separate instructions. power of attorney
It should be stated whether the shareholder’s agent will
You can vote as you wish.
Article 73 The power of attorney for voting shall be notarized at least 24 hours before the convening of the relevant meeting at which the proxy authorizes him to vote, or at least 24 hours before the time when the power of attorney or other authorization document signed by the designated representative is due. Notarized power of attorney or other authorization document, elsewhere specified in the notice. If the power of attorney is authorized by the principal and the voting proxy must be kept at the company's residence or at the meeting for signature, the power of attorney or other authorization document authorizing the signing shall be at other places specified in the notice of the meeting.
Notarized. Notarized power of attorney or other authorization document, and
The power of attorney for voting must be kept at the company’s domicile or at the convening meeting
elsewhere specified in the notification.
If the client is a legal person, its legal representative or the board of directors or other
Persons authorized by resolutions of other decision-making bodies to attend as representatives of shareholders of the company
General Assembly.
Article 74 The client has passed away or lost his capacity before voting. Delete
force, withdraw the appointment, withdraw the authorization to sign the appointment or the relevant shares
has been transferred, as long as the company has not received the
Written notice of such matters shall be made by the shareholder's agent in accordance with the power of attorney.
The votes cast remain valid.
Article 75 The company shall be responsible for the register of persons attending the meeting. Article 67 The register of persons attending the meeting shall be the responsibility of the company.
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Responsible for production. The meeting register shall indicate the names of the participants (or the person responsible for making the meeting). The meeting register shall indicate the names (or names) of the participants, ID number, residential address, name of the unit that holds or represents them), ID number, the number of shares held or represented with voting rights, the name of the principal (or name of the unit), the name of the principal (or name of the unit), and other matters. and other matters.
Article 76 The convener and the lawyer hired by the company shall jointly verify the legality of the shareholder qualifications based on the shareholder list provided by the securities registration and clearing agency, and register the name (or name) of the shareholder and its legality, and register the name (or name) of the shareholder and the number of shares holding voting rights. The host of the meeting announces the number of voting shares held by those present at the meeting. Registration for the meeting shall be terminated before the presiding officer of the meeting announces the number of shareholders and proxies attending the meeting and the number of shares holding voting rights present at the meeting and the number of shares holding voting rights. Registration for the meeting should be terminated before the total is reached.
Article 77 When the general meeting of shareholders is convened, all directors and supervisors of the company shall attend the meeting as non-voting participants. Article 69. The general manager and other senior management personnel shall attend the meeting as non-voting delegates. Question.
Article 78 The shareholders' meeting shall be convened by the board of directors and shall be chaired by the chairman of the board of directors. Article 70 The shareholders' meeting shall be presided over by the chairman of the board of directors. The chairman cannot perform his duties and preside over the meeting. When the chairman of the board of directors is unable to perform his duties or fails to perform his duties or fails to perform his duties, a director jointly recommended by more than half of the directors shall preside over the meeting.
The moderator presides over the meeting. The shareholders' meeting convened by the Audit Committee shall be convened by the Audit Committee. The shareholders' meeting convened by the Supervisory Board shall be convened by the Audit Committee and chaired by the chairman of the Supervisory Board. The convener of the Audit Committee is unable to perform his duties or fails to preside over the meeting. If the Chairman of the Supervisory Board is unable to perform his duties or fails to perform his duties, a supervisor jointly recommended by more than half of the Audit Committee members shall preside over the position as elected by more than half of the Audit Committee members.
The moderator presides over the meeting. A shareholders' meeting convened by the shareholders themselves shall be presided over by a representative recommended by the convener or a representative recommended by the convener.
The moderator presides over the meeting. If for any reason, the convener is unable to convene a shareholders' meeting, and the presiding officer of the meeting violates the rules of procedure and causes the shareholders' meeting to elect a representative to preside over the meeting, the convener shall be unable to continue. If the convener cannot continue, with the consent of the shareholders with the largest number of voting shares (including shareholders' agents) who hold more than half of the voting rights of the shareholders present, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting and succeed the presiding officer to preside over the meeting. (Except Hong Kong Clearing Agent). Continue the meeting.
When convening a general meeting of shareholders, the host of the meeting violates the Articles of Association or the company's
If the rules of procedure of the general meeting of shareholders make it impossible for the general meeting of shareholders to continue, the
If more than half of the shareholders attending the general meeting of shareholders with voting rights agree, the shares
The East Assembly can elect one person to serve as the host of the meeting and continue the meeting.
Article 79 The company formulates rules of procedure for the general meeting of shareholders, stipulating in detail Article 71 The company formulates rules of procedure for the general meeting of shareholders, stipulating in detail the convening and voting procedures of the general meeting of shareholders, including notification, registration, proposal review, voting, counting of votes, announcement of voting results, review of meeting proposals, voting, counting of votes, announcement of voting results, formation of meeting, meeting minutes and their signing, announcement, etc., and The formation of resolutions, meeting minutes and signing, announcements, etc. are based on the principle of authorization of the board of directors by the shareholders' meeting. The authorization content should be clearly specific and specific. The authorization content should be clear and specific. The rules of procedure for the general meeting of shareholders shall be attached to the articles of association and shall be drawn up by the directors.
will be drafted and approved by the shareholders’ meeting.
Article 80 At the annual general meeting of shareholders, the board of directors and the board of supervisors shall. Article 72 At the annual general meeting of shareholders, the board of directors shall make a report to the general meeting of shareholders on its work in the past year. Each employee shall report to the shareholders' meeting on his or her one-year work. Each independent director should also prepare a performance report. Make a work report.
Article 81 Directors, supervisors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at the shareholders’ meeting. Provide explanations and explanations for questions and suggestions.
Article 83 The shareholders’ meeting shall have minutes, which shall be kept by the secretary of the board of directors. Article 75 The shareholders’ meeting shall have minutes, which shall be kept by the secretary of the board of directors.
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Be responsible. The minutes of the meeting record the following: Responsibility. The minutes of the meeting record the following:
(1) Meeting time, place, agenda and name of the convener; (1) Meeting time, place, agenda and name of the convener;
(2) Names of the host of the meeting and directors and supervisors attending or attending the meeting;
names of directors, general managers and other senior managers; (2) The host of the meeting and the directors and senior management who attended or attended the meeting.
(3) The number of shareholders and proxies attending the meeting, and the names of voting-level managers held;
The total number of shares with rights and its proportion to the total number of shares of the company; (3) The number of shareholders and proxies attending the meeting, the number of votes held
(4) The deliberation process of each proposal, the key points of the speech and the total number of shares with voting rights and the proportion to the total number of shares of the company;
(4) The deliberation process, key points and voting results of each proposal
(5) Shareholders’ inquiries or suggestions and corresponding replies or results;
(5) Shareholders’ inquiries or suggestions and corresponding replies or
(6) Names of lawyers, counters, and scrutineers; explanations;
(7) Domestic shareholders attending the general meeting of shareholders (including shareholders’ agents) (6) Names of lawyers, counters, and scrutineers;
persons) and shareholders of domestically listed foreign shares (including shareholders’ agents) (7) Other contents that should be included in the meeting minutes as stipulated in these Articles of Association. The number of shares holding voting rights and the proportion of each share in the company's total shares;
(8) When recording the voting results, the number of shareholders of domestic shares should also be recorded
and the voting status of shareholders of domestically listed foreign shares on each resolution matter.
situation;
(9) Other contents that should be included in the meeting minutes as stipulated in this Article of Association.
Article 84 The convener shall ensure that the contents of the meeting minutes are true and accurate. Article 76 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. The directors, supervisors, and board secretaries who attended the meeting are accurate and complete. Directors, board secretaries, conveners or their representatives, meeting presiding officers and meeting recorders who are present or present at the meeting shall record their signatures on the meeting minutes. The minutes of the meeting should be signed by the shareholders present on site. The minutes of the meeting shall be kept together with the signature books and proxies of shareholders present on site, the power of attorney for proxy attendance, the power of attorney for voting by proxy, and the valid information on voting status by online and other means, and the retention period shall be no less than 10 years. The information will be kept together for a retention period of not less than 10 years.
Article 85 Shareholders can consult the meeting for free during company office hours. Delete
A copy of the meeting minutes. Any shareholder requests relevant meeting minutes from the company
The company shall send a copy of the copy within 7 days after receiving the reasonable fee.
Printed copies are sent.
Article 86 The convener shall ensure that the general meeting of shareholders shall be held continuously until the final resolution is reached. Article 77 The convener shall ensure that the general meeting of shareholders shall be held continuously until the final resolution is reached. Shareholders may form final resolutions due to special reasons such as force majeure. If the shareholders' meeting is suspended or cannot make a resolution due to force majeure or other special reasons, necessary measures should be taken to suspend it as soon as possible or if a resolution cannot be made, necessary measures should be taken to resume the shareholders' meeting as soon as possible or directly terminate this shareholders' meeting, and promptly resume the shareholders' meeting or directly terminate this shareholders' meeting, and make a timely and public announcement. At the same time, the convener should report to the China Securities Regulatory Commission where the company is located. At the same time, the convener should report to the dispatched office of the China Securities Regulatory Commission where the company is located and the stock exchange where the company's shares are listed. Institutional and stock exchange reporting.
Section 6 Voting and Resolutions of the Shareholders’ Meeting Section 7 Voting and Resolutions of the Shareholders’ Meeting
Article 87 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions. Article 78 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions. discussion. Ordinary resolutions made by the shareholders' meeting shall be passed by more than half of the voting rights held by the shareholders attending the shareholders' meeting (including shareholders' proxies attending the shareholders' meeting).
passed by more than half of the voting rights held by shareholders (including shareholders’ proxies). Special resolutions made by the shareholders' meeting shall be passed by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting (including shareholders' proxies attending the shareholders' meeting). It must be passed by more than 2/3 of the voting rights held by shareholders (including shareholders’ agents).
Article 88 The following matters shall be passed by ordinary resolutions at the shareholders' meeting: Article 79 The following matters shall be passed by ordinary resolutions by the shareholders' meeting:
(1) Work reports of the Board of Directors and the Board of Supervisors; (1) Work reports of the Board of Directors;
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(2) The profit distribution plan and the loss making up plan drawn up by the board of directors; (2) The profit distribution plan and the loss making up plan drawn up by the board of directors;
(3) Appointment and removal of members of the Board of Directors and the Board of Supervisors and their remuneration and payment (3) Appointment and removal of members of the Board of Directors and their remuneration and payment methods; methods; (4) Except as stipulated by laws, administrative regulations, and the certificate of the place where the company's shares are listed
(4) The company's annual budget plan, final accounts plan, balance sheet, special income statement and other financial statements shall be prepared in accordance with the listing rules of the stock exchange or these articles of association; other matters other than those approved by the meeting.
(5) Company annual report;
(6) In addition to laws, administrative regulations, and the securities exchange where the company’s shares are listed,
The listing rules of the Exchange or these Articles of Association shall be adopted by special resolution.
matters other than the past.
Article 89 The following matters shall be passed by the shareholders' meeting through special resolutions: Article 80 The following matters shall be passed by the shareholders' meeting through special resolutions:
(1) The company increases or decreases its registered capital; (1) The company increases or decreases its registered capital;
(2) Issuance of corporate bonds; (2) Division, spin-off, merger, dissolution and liquidation of companies;
(3) Division, merger, dissolution and liquidation of the company; (3) Modification of this Articles of Association;
(4) Modifications to the Articles of Association (including the Rules of Procedure for the General Meeting of Shareholders, the Rules of Procedure for the Board of Supervisors and the Rules of Procedure for the Board of Supervisors) when the company purchases or sells major assets within one year;
(5) The company purchases or sells major assets or guarantees 30% within one year;
The amount exceeds 30% of the company's latest audited total assets; (5) Equity incentive plan;
(6) Equity incentive plan; (6) Laws, administrative regulations, and securities exchanges in the place where the company’s shares are listed
(7) Spin off its subsidiaries and list them; in accordance with the listing rules of the stock exchange or these Articles of Association, and the general meeting of shareholders
(8) Issuance of stocks, convertible corporate bonds, preference shares and other securities types that are determined by ZTO’s resolution to have a significant impact on the company and require special approval by the China Securities Regulatory Commission; other matters passed by the resolution.
(9) Repurchase shares for the purpose of reducing registered capital;
(10) Major asset reorganization;
(11) Employment, dismissal and remuneration of accounting firms;
(12) Laws, administrative regulations, and securities of the place where the company’s shares are listed
The Exchange’s listing rules or these Articles of Association, as well as shareholders’ meetings
If it is determined by ordinary resolution that it will have a significant impact on the company, it needs to be
Other matters passed by special resolution.
Article 90 Shareholders (including shareholders’ agents) shall exercise voting rights based on the number of shares they represent. Article 81 Shareholders shall exercise voting rights based on the number of shares they represent with voting rights. Each share shall be entitled to one vote, and each share shall be entitled to one vote.
right to vote. When the shareholders' meeting considers major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The votes of small and medium investors should be counted separately as a result of separate counting. The results of individual vote counting should be disclosed to the public in a timely manner.
When the company's shares held by the company do not have voting rights according to relevant laws and regulations and the stock exchange where the company's shares are listed, and the listing rules of this part of the shares are publicly disclosed in a timely manner. It is not included in the total number of shares with voting rights present at the shareholders' meeting.
The company's shares held by the company do not have voting rights, and the shareholders' purchase of the company's voting shares by shareholders violates Article 6 of the Securities Law and will not be included in the total number of voting shares present at the general meeting of shareholders. As stipulated in the first and second paragraphs of Article 13, the shareholder who purchases the company's voting shares in violation of Section 6 of the Securities Law shall not exercise voting rights within thirty-six months after the purchase. The shares that exceed the stipulated proportion and are not included in the total number of voting shares at the shareholder meeting. The shares held by the company's board of directors and independent directors shall not be used for voting within thirty-six months after purchase. Those holding more than 1% of the shares with voting rights shall not be included in the total number of shares with voting rights present at the general meeting of shareholders. The shareholders or the investor protection institutions established in accordance with the laws, administrative regulations or the provisions of the company's board of directors, independent directors and holding more than 1% of the voting shares of the China Securities Regulatory Commission may publicly solicit votes from shareholders or the rights of the company in accordance with the laws, administrative regulations or the China Securities Regulatory Commission. When soliciting shareholder voting rights, specific details must be fully disclosed to the person being solicited.
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It is stipulated that the investor protection agency established can publicly collect shareholder voting intentions and other information. It is prohibited to use compensation or disguised form of compensation. When soliciting shareholder voting rights, the specific solicitation of shareholder voting rights must be fully disclosed to the person being solicited. Except under statutory conditions, companies are not allowed to solicit information such as voting intentions. It is prohibited to impose minimum shareholding ratio restrictions on voting rights in the form of compensation or disguised compensation.
Solicitation of shareholder votes. Except for statutory conditions, the company shall not impose minimum shareholding ratio restrictions on the voting rights of related shareholders when soliciting shareholders' meetings to consider related party transactions. Participating in voting, the number of shares with voting rights represented by them will not be counted in the total number of valid votes; the announcement of the resolution of the shareholders' meeting shall be fully disclosed
Voting status of unrelated shareholders.
Article 91 When the shareholders’ meeting considers related party transactions, relevant matters shall be deleted.
Joint shareholders shall not participate in voting, and their representatives shall have the right to vote.
The number of shares shall not be counted in the total number of valid votes; the public resolution of the general meeting of shareholders shall
The report should fully disclose the voting status of unrelated shareholders.
The presiding officer of the meeting shall consider proposals related to related transactions at the general meeting of shareholders.
Before the case, the related shareholders were reminded that they did not have the right to vote on the proposal and announced that
Shareholders and proxies other than related shareholders attending the meeting on site
and the total number of voting shares held.
If an affiliated shareholder participates in voting in violation of the provisions of this article, his or her votes shall be
The voting on related party transactions shall be invalid.
Resolutions passed by the general meeting on related party transactions must be approved by the shareholders present
The decision shall be approved by more than half of the voting rights held by the non-affiliated shareholders of the Eastern Conference.
Valid. However, this related transaction involves Article 89 of the Articles of Association.
When matters stipulated in Article 1 of the General Meeting of Shareholders are met, resolutions of the General Meeting of Shareholders must be approved by the shareholders present at the meeting.
It must be passed by more than 2/3 of the voting rights held by non-affiliated shareholders of the meeting.
Effective.
Article 92 Unless the company is in crisis or other special circumstances, the company will not enter into a contract with any person other than directors, senior management or other senior management personnel to entrust all or important management of the company's business to that person unless approved by a special resolution of the general meeting of shareholders. A contract entrusting that person with responsibility.
Article 93 The list of candidates for directors and supervisors shall be submitted in the form of proposals. Delete
Please vote at the general meeting of shareholders.
Article 94 The general meeting of shareholders shall vote on the election of directors and supervisors. Article 83 When the list of candidates for non-employee representative directors is proposed, a cumulative voting system shall be implemented. When the number of electors is one, a single item shall be submitted to the shareholders' meeting for voting.
Proposal made. When the shareholders' meeting votes on the election of directors, a cumulative voting system is implemented. The cumulative voting system mentioned in the preceding paragraph means that when the number of directors or supervisors at the shareholders' meeting is one, a single proposal is proposed.
At the time of the event, each share has the same number of directors or supervisors to be elected. The cumulative voting system mentioned in the previous paragraph means that when the shareholders’ meeting elects directors, the voting rights of each shareholder can be used collectively. One share of directors has the same voting rights as the number of directors to be elected. The shareholders' meeting shall announce to shareholders the resumes and basic information of candidate directors and supervisors, and the voting rights can be used collectively. The board of directors shall announce the situation to shareholders. Resumes and basic information of candidate directors.
The following principles should be followed when voting at the general meeting of shareholders using the cumulative voting system: The following principles should be implemented when voting at the general meeting of shareholders is based on the cumulative voting system:
(1) The number of candidates for directors, independent directors or supervisors can be more than the number of directors, independent directors or supervisors to be elected at the shareholders' meeting, but the number of candidates voted by each shareholder cannot exceed the number of directors, independent directors or supervisors to be elected by the shareholders' meeting, the number of allocated votes, and the total number of allocated votes cannot exceed the number of votes owned by shareholders. The total cannot exceed the number of votes owned by shareholders, otherwise, the vote will be invalid; otherwise, the vote will be invalid; (2) Independent directors and non-independent directors shall vote separately. election
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(2) Independent directors and non-independent directors shall vote separately. When electing independent directors, the number of votes each shareholder is entitled to is equal to the number of votes he or she holds. When electing independent directors, the number of votes each shareholder is entitled to is equal to the product of the number of shares he holds multiplied by the number of independent directors to be elected. The number of shares multiplied by the number of independent directors to be elected is the product of the number of independent directors to be elected. This number of votes can only be cast for the company's independent director candidates; for the election of non-independent directors, only the company's independent director candidates can be voted; for the election of non-independent directors, only the company's independent director candidates can be voted on. At the time of the event, the number of votes that each shareholder is entitled to is equal to the number of votes that each shareholder is entitled to. The number of votes that each shareholder is entitled to is equal to the product of the number of shares held by the shareholder multiplied by the number of non-independent directors to be elected. This number of votes can only be cast to the company's non-independent director candidates;
Can only vote for non-independent director candidates of the company; (3) Directors and independent director candidates in order of the number of votes they receive
(3) Directors, independent directors or supervisor candidates will determine the final candidate based on the number of votes they receive, but each candidate’s minimum number of votes will be determined in order of the minimum number of votes. However, each candidate’s minimum number of votes must exceed half of the total number of shares held by shareholders attending the general meeting of shareholders (including shareholders’ proxies) (including half of the total number of shares held by shareholders. For example, elected directors and independent directors are less than half of the total number of shares held by proxies). If the number of elected directors, directors to be elected by the independent shareholders' meeting, and the number of independent directors are insufficient, the directors or supervisors to be elected by the shareholders' meeting, independent directors, or directors and independent director candidates with insufficient votes should be voted again for the vacancies. If more than two independent director or supervisor candidates vote again, and if it is still not enough, the director and independent director candidates will get the same votes, but due to the proposed names, a by-election will be held at the company's next general meeting of shareholders. If there are more than 2 directors or independent directors, only some candidates can be elected, and the directors or supervisor candidates with the same number of votes must have the same number of votes. However, due to the restrictions on the number of directors and independent director candidates to be elected, they need to be voted separately again.
Candidates for directors, independent directors or supervisors must conduct separate re-examinations
Vote for election.
Article 95 Except for the cumulative voting system, the shareholders' meeting shall vote on all proposals one by one. If there are different proposals for the same matter, they shall vote one by one. If there are different proposals for the same matter, they shall vote in the order in which the proposals were submitted. Voting will be conducted in chronological order except for special cases due to force majeure. Unless the shareholders' meeting is suspended or unable to make a resolution due to force majeure or other special reasons, the shareholders' meeting shall not shelve the proposal or refuse to vote. Proposals will not be put on hold or withheld from a vote.
Article 96 When the shareholders' meeting considers the proposal, the proposal will not be revised. Article 85 When the shareholders' meeting considers the proposal, the proposal will not be revised. Otherwise, the relevant changes shall be regarded as a new proposal. If the change is made, it shall be regarded as a new proposal and shall not be voted on at this shareholders' meeting. A vote will be held at this shareholders' meeting.
Article 97 The same voting right can only choose on-site, online or other voting methods. Article 86 The same voting right can only choose one of on-site, online or other voting methods. If there is repeated voting for the same voting right, one of the other voting methods shall be used. In the event of repeated voting for the same voting right, the result of the first vote shall prevail. The results of the first vote shall prevail.
Article 98 According to the Hong Kong Listing Rules, unless the meeting is chaired Delete
People make decisions based on the principle of good faith that are purely related to procedures or administration.
Resolutions on matters shall be voted on by a show of hands. At the general meeting of shareholders, shares
Any vote taken by the East must be taken by poll.
Article 99 If the matter requiring voting by poll is an election Delete
to elect the presiding officer of the meeting or to suspend the meeting, a vote shall be held immediately
Voting; other matters requiring voting by way of voting shall be decided by the chairperson of the meeting.
Holders decide when the vote will be held and the meeting can continue with discussion
For other matters, the voting results are still deemed to be passed at the meeting.
resolution.
Article 100 When voting, if there are two or more votes, delete
shareholders with voting rights (including shareholder proxies) do not have to transfer all voting rights
All vote yes or no.
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Article 101 When the number of votes against and in favor is equal, he shall serve as the chairperson of the meeting. Delete
Holding shareholders are entitled to one additional vote.
Article 102 The shareholders' meeting shall vote by registered vote. Article 87 The shareholders' meeting shall vote by registered vote.
Article 103 Before the shareholders' meeting votes on a proposal, it shall recommend 2 shareholder representatives to participate in the counting and supervision of votes. Deliberation matters and shareholders Representatives of shareholders participated in the counting and supervision of votes. If the matter under consideration is related to a shareholder, the relevant shareholders and agents shall not participate in the counting or supervision of votes. Scrutiny of votes. When a shareholder meeting votes on a proposal, the lawyer and shareholder representative shall be jointly responsible for counting and supervising the votes, and announcing the voting results on the spot. The resolution table and the supervisor representative shall be jointly responsible for counting and supervising the votes, and the voting results shall be announced on the spot and included in the meeting minutes.
The voting results shall be recorded in the minutes of the meeting. Shareholders of the company or their agents who vote through the Internet or other means, and authorized persons, have the right to check their voting results through the corresponding voting system. Check your voting results through the corresponding voting system.
Article 104 The on-site closing time of the shareholders' meeting shall not be earlier than online. Article 89 The on-site closing time of the shareholders' meeting shall not be earlier than the online or other means. The presiding officer of the meeting shall announce the voting status and results of each proposal, and shall announce whether the proposal is passed or not based on the voting results, and shall announce whether the proposal is passed or not based on the voting results. Its decision is final and shall be announced and recorded at the meeting, on-site, online and in other records of the shareholders' meeting before the voting results are officially announced. The companies, counters, scrutineers, and shareholders involved in the voting method. Before the voting results are officially announced, the shareholders’ meeting site, the Internet and its network service providers and other relevant parties have the obligation to keep the voting information confidential.
Relevant parties such as major shareholders and network service providers are responsible for the voting results.
Confidentiality obligations.
Article 105 Shareholders attending the general meeting of shareholders shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain from voting. Express one of the following opinions on the case: agree, oppose or abstain. Votes that are not filled in, wrongly filled in, illegible handwriting, and unvoted votes. The registration and clearing institution as the Mainland and Hong Kong stock market trading interconnection voting will be regarded as the voter giving up the right to vote. The number of shares held by the nominal holder of the pass-through mechanism stock shall be counted as an "abstention" according to the actual holder's will. Except for those indicated for declaration.
If the "Hong Kong Listing Rules" stipulate that any shareholder must give up voting rights on a certain resolution matter by unfilled, incorrectly filled in, illegible handwriting, unvoted votes, or restricting any shareholder to only vote for or against, it will be deemed that the voter has given up his voting rights. The number of shares held by him or her will be reflected in a certain resolution matter. If there is any violation of relevant regulations or restrictions, the voting result shall be counted as an "abstention".
In this case, the votes cast by such shareholders or their representatives shall not be counted.
Article 106 If the presiding officer of the meeting has any doubts about the results of the resolutions submitted for voting, he may organize a count of the votes cast; if the presiding officer of the meeting has any doubts, he may organize a count of the votes cast; If the manager has any objection to the results announced by the meeting host, he has the right to request a counting of votes immediately after the voting results are announced. The meeting host shall request a counting of votes immediately after the voting results are announced. The meeting host shall immediately organize the counting of votes. Count the votes.
If votes are counted at the general meeting of shareholders, the results of the vote counting shall be included in the minutes of the meeting.
Record. Minutes of the meeting together with signature books of shareholders present and proxies present
The power of attorney shall be kept at the company's domicile.
Article 107 The resolutions of the general meeting of shareholders shall be announced in a timely manner. The announcement shall list the number of shareholders and proxies attending the meeting, the number of shareholders and proxies who voted, the total number of shares holding voting rights and their proportion to the total number of voting shares of the company, the voting method, the voting results of each proposal and the resolutions passed. details of the methods, voting results for each proposal and resolutions passed
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of detailed content. Detailed content.
Article 108 If the proposal is not passed, or the current shareholders' meeting changes, or if the proposal is not passed, or if the resolution of the previous shareholders' meeting is changed before this shareholders' meeting changes, the resolution of the shareholders' meeting shall be announced in the announcement of the resolution of the second shareholders' meeting. hint.
Article 109: If the shareholders’ meeting passes the proposal for the election of directors and supervisors, Article 94: If the shareholders’ meeting passes the proposal for the election of directors, the new directors and supervisors shall take office immediately after the meeting. Directors take office immediately following the meeting.
Article 110: If the shareholders’ meeting passes a proposal regarding the distribution of cash, bonus shares or capital, the company shall implement the specific plan within 2 months after the end of the shareholders’ meeting. Implement specific plans within the month.
Section 7 Special Procedures for Voting by Class Shareholders Section 8 Special Procedures for Voting by Class Shareholders
Article 111: Shareholders holding different types of shares are classified as class shareholders. Article 96: Shareholders holding different types of shares are classified as class shareholders. East.
Class shareholders shall enjoy rights and assume obligations in accordance with the provisions of laws, administrative regulations and these Articles of Association. Enjoy rights and assume obligations.
In addition to holders of other classes of shares, holders of domestic shares and holders of H shares shall
for different classes of shareholders.
Where appropriate, the company should ensure that preference shareholders receive adequate
The right to vote.
Article 112 If the company intends to change or abolish the rights of a class of shareholders, it must be passed by a special resolution of the shareholders' meeting and approved by the shareholders of the affected class of shares in accordance with Articles 114 to 111 of the Articles of Association. It can only be carried out if approved at the shareholders' meeting.
Article 114 The affected class of shareholders, regardless of whether they originally held shares. Article 99 The affected class of shareholders, regardless of whether they originally had the right to vote at the general meeting of shareholders, whether they have the right to vote on matters involving Article 110 of the Articles of Association, or whether they have the right to vote on matters involving items (2) to (8) and (11) to (12) of Article 98 (2) of the Articles of Association. When it comes to matters in Items (8), (11) to (12), in a class, the shareholders have the right to vote at the class meeting, but the interested shareholders have the right to vote, but the interested shareholders do not have the right to vote in the class meeting. There is no voting right at the shareholders' meeting.
The meanings of interested shareholders mentioned in the preceding paragraph are as follows: The meanings of interested shareholders mentioned in the preceding paragraph are as follows:
(1) When the company in accordance with the provisions of Article 26 of the Articles of Association issues a repurchase offer to all shareholders in the same proportion or issues a repurchase offer in the same proportion to all shareholders in accordance with the provisions of Article 25 of the Articles of Association, or repurchases its own shares through public trading on the stock exchange, the "interested shareholder" refers to the shareholder as defined in Article 2270 of the Articles of Association. "Related shareholders" refers to the controlling shareholders as defined in Article 216 of the Articles of Association; shareholders;
(2) In the case where the company repurchases its own shares in the securities market in accordance with the provisions of Article 26 of the Articles of Association in accordance with the provisions of Article 25 of the Articles of Association, "interested shareholders" refer to shareholders related to the agreement;
(3) In the company's reorganization plan, "interested shareholders" refer to shareholders who bear responsibilities in a lower proportion than other shareholders of this class or who have different interests from other shareholders in this class. A shareholder who has interests that differ from those of other shareholders in the class.
Article 115 Resolutions of a class shareholders' meeting shall be passed by more than 2/3 of the shares with voting rights present at the class shareholders' meeting and more than 2/3 of the shares with voting rights present at the class shareholders' meeting in accordance with Article 99 and 114. It can only be made after passing the right vote.
Article 116 The company shall convene a class meeting of shareholders in the year. Article 101 The company shall convene a class meeting of shareholders in the year.
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Notify all registered shareholders of the class of shares 15 days (and no less than 10 working days) before the convening of the extraordinary general meeting of shareholders 20 working days before the convening of the general meeting of shareholders, 20 working days before the convening of the extraordinary general meeting of shareholders, and 15 days (and no less than 10 working days) before the convening of the extraordinary general meeting of shareholders. Registered shareholder of a particular share.
If the listing rules of the stock exchange where the company's shares are listed have special provisions, those provisions shall prevail. If it is determined, the regulations shall apply.
Article 117 Notice of a class meeting of shareholders must be sent only to shareholders who are entitled to vote at the meeting. Article 102 Notice of a class meeting of shareholders must be sent only to shareholders who are entitled to vote at the meeting. shareholders entitled to vote at the meeting.
Class shareholders' meetings shall be held with the same procedures as possible as those of shareholders' general meetings. The provisions of these Articles of Association regarding the procedures for holding shareholders' meetings shall apply. No shareholder meeting.
Article 118 The following circumstances are not applicable to the voting of class shareholders. Article 103 The special procedures for voting of class shareholders are not applicable to the following circumstances: Special procedures:
(1) Upon approval by a special resolution of the shareholders' meeting, the company shall issue domestic shares and overseas-listed foreign shares individually or simultaneously every 12 months, and the number of domestic shares and overseas-listed foreign shares to be issued shall be respectively And the number of domestic shares and overseas-listed foreign shares to be issued does not exceed 20% of the issued shares of the type; exceeds 20% of the issued shares of the type;
(2) The plan to issue domestic shares and overseas-listed foreign shares when the company is established is completed within 15 months from the date of approval by the securities regulatory authority of the State Council or within the validity period of the approval document. Completed within the month or within the validity period of its approval document.
(3) With the approval of the Securities Regulatory Authority of the State Council, the company’s domestic shareholders (3) With the approval of the Securities Regulatory Authority of the State Council, the domestic shareholders of the company transfer their shares to overseas investors, and the overseas shareholders transfer their shares to overseas investors, and the company is listed and traded on an overseas stock exchange. listing and trading on foreign stock exchanges.
Chapter 5 Board of Directors Chapter 5 Directors and Board of Directors
Section 1 Directors Section 1 General Provisions for Directors
Newly added Article 104: A director of a company is a natural person and cannot serve as a director of the company under any of the following circumstances:
(1) Having no capacity for civil conduct or having limited capacity for civil conduct;
(2) If a person is sentenced to a criminal penalty for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, or is deprived of political rights due to a crime, and the execution period has not expired for five years, and he is sentenced to probation, the probation period has not expired for two years;
(3) Serving as a director, director, or manager of a company or enterprise undergoing bankruptcy liquidation, and being personally responsible for the bankruptcy of the company or enterprise, less than three years have elapsed since the date of completion of the bankruptcy liquidation of the company or enterprise;
(4) Serving as the legal representative of a company or enterprise that has had its business license revoked or ordered to close due to illegal activities, and bearing personal responsibility, and it has not been more than three years since the company or enterprise was revoked of its business license or ordered to close;
(5) A large amount of personal debt has not been paid off when due and is listed as a dishonest person subject to execution by the people's court;
(6) The China Securities Regulatory Commission has taken measures to prohibit entry into the securities market and the time limit has not expired;
(7) Being publicly determined by the stock exchange to be unfit to serve as a listed company;
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Directors, senior managers, etc. of the company, if the time limit has not expired;
(8) Other contents stipulated by laws, administrative regulations, departmental rules or the listing rules of the stock exchange where the company's shares are listed. If a director is elected or appointed in violation of the provisions of this article, the election, appointment or appointment shall be invalid. If the circumstances of this article occur during the term of office of a director, the company shall
The company will relieve him from his duties and stop him from performing his duties.
Article 119 The company's board of directors shall not be held by employee representatives. Article 105 Directors shall be elected or replaced by the shareholders' meeting and may serve as directors. Before the expiration of the term of office, the shareholders' meeting shall remove him from office. The term of directors is three years. Directors are elected or replaced by the shareholders' meeting and may be re-elected before the expiration of their term.
Removed from office by the general meeting of shareholders. The term of directors is three years. When the term of office expires, the term of directors is calculated from the date of taking office and can be re-elected until the end of the term of the current board of directors. Until full. If a director's term of office has expired and he has not been re-elected in a timely manner, the original director may remove any director whose term has not expired by passing a resolution in accordance with laws, administrative regulations, and the listing rules of the stock exchange in the place where the company's shares are listed.
Claims which may be made under any contract shall not be affected by this). Directors can concurrently serve as senior managers, but the term of directors who concurrently serve as senior managers shall be calculated from the date of taking office until the total number of directors serving as members of the current board of directors and directors held by employee representatives is not satisfied. If a director's term of office expires and is not re-elected in time, the number of directors who are re-elected may exceed 1/2 of the total number of directors of the company.
Before taking office as a director, the original director shall still appoint an employee representative as a director in accordance with laws, administrative regulations and the company. Employee representative directors shall be governed by departmental regulations and the listing rules of the stock exchange where the company's shares are listed. The company's employees shall perform their duties as directors through the employee representative conference, workers' conference or other forms consistent with this Articles of Association. They are elected and removed through democratic elections and do not need to be submitted to the shareholders' meeting for review. Directors may concurrently serve as general managers or other senior managers, but
A director who concurrently holds the position of general manager or other senior management personnel, the general manager
The total number shall not exceed 1/2 of the total number of directors of the company.
Directors are not required to hold shares in the company.
Article 120 Directors shall abide by laws, administrative regulations, and the Company’s Articles of Association. Article 106 Directors shall abide by laws, administrative regulations, the listing rules of the stock exchange where the Company’s shares are listed, and these Articles of Association, and shall have the following fiduciary obligations to the Company:
(1) No one shall take advantage of his or her authority to accept bribes or other illegal income, if his or her interests conflict with the interests of the company, or shall not use his or her authority to seek illegitimate gains or misappropriate the company's property;
(2) No misappropriation of company funds is allowed; Directors have the following loyalty obligations to the company:
(3) Not to use company assets or funds in his own name or (1) Not to misappropriate company property or misappropriate company funds;
Open an account and store it in the name of another individual; (2) Company funds shall not be transferred to his or her own name or to other individuals.
(4) Shall not violate the provisions of these Articles of Association and open an account for storage in the name of the shareholders’ meeting or directors without permission;
With the approval of the board of directors, lend company funds to others or use company property. (3) Do not use your authority to bribe or accept other illegal income; provide guarantees for others; (4) Fail to report to the board of directors or shareholders’ meeting, and in accordance with this Articles of Association
(5) Shall not violate the provisions of these Articles of Association or enter into a contract or conduct transactions with the Company directly or indirectly without the approval of the shareholders' meeting or the provisions passed by the board of directors or the shareholders' meeting; or indirectly enter into a contract or transaction with the company;
(6) Without the consent of the general meeting of shareholders, the person shall not take advantage of the convenience of his position.
(7) You shall not accept commissions from transactions with the company and keep them for yourself; the listing rules of the stock exchange where the company’s shares are listed or these Articles of Association
(8) Company secrets shall not be disclosed without authorization; except where the business opportunity cannot be exploited;
(9) Shall not use its related relationships to harm the interests of the company; (6) Failure to report to the board of directors or shareholders’ meeting and obtain approval from the shareholders’ meeting
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(10) Laws, administrative regulations, departmental rules, and other loyal businesses stipulated in the Articles of Association shall not be operated by the company itself or for others by the listing rules of local stock exchanges similar to those of the company;
obligations. (7) Commissions from other people’s transactions with the company shall not be accepted as one’s own; any income earned by a director in violation of the provisions of this article shall belong to the company; (8) Company secrets shall not be disclosed without authorization;
If it causes losses to the company, it shall be liable for compensation. (9) Shall not use its affiliated relationships to harm the interests of the company;
(10) Other loyalty obligations stipulated in laws, administrative regulations, departmental rules, the listing rules of the stock exchange where the company's shares are listed, and this Article of Association.
The income earned by directors in violation of the provisions of this article shall belong to the company; if they cause losses to the company, they shall bear liability for compensation.
When close relatives of directors and senior managers, enterprises directly or indirectly controlled by directors, senior managers or their close relatives, and related persons who have other relationships with directors or senior managers, enter into contracts or conduct transactions with the company, the provisions of paragraph 2 of this Article shall apply.
(4) Provisions.
Article 121 Directors shall abide by laws, administrative regulations, and public regulations. Article 107 Directors shall abide by laws, administrative regulations, the listing rules of the stock exchange where the company's shares are listed, and these Articles of Association. The company shall have the following diligence obligations:
(1) The rights granted by the company should be exercised prudently, conscientiously and diligently, and the reasonable care normally due to managers should be exercised in the best interests.
In order to ensure that the company's business activities comply with national laws and administrative regulations, directors have the following diligence obligations towards the company:
and the requirements of various national economic policies, commercial activities shall not exceed business operations (1) The rights granted by the company shall be exercised prudently, conscientiously and diligently, and the business scope specified in the license shall be exercised; to ensure that the company's commercial activities comply with national laws, administrative regulations and
(2) All shareholders should be treated fairly; and in accordance with the requirements of various national economic policies, commercial activities should not exceed the business
(3) Keep abreast of the company’s business operation and management status; the business scope specified in the license;
(4) Should sign a written confirmation of the company’s regular reports to ensure that (2) All shareholders should be treated fairly;
Ensure that the information disclosed by the company is true, accurate and complete; (3) Keep abreast of the company’s business operations and management status;
(5) Relevant information and information shall be truthfully provided to the Board of Supervisors and shall not be used to ensure that the information disclosed by the company is true, accurate and complete.
(6) Laws, administrative regulations, departmental rules, and company stock listings (5) Relevant information and information shall be truthfully provided to the Audit Committee. The listing rules of the local stock exchange and other diligence stipulated in this Articles of Association shall not hinder the Audit Committee from exercising its powers;
obligations. (6) Laws, administrative regulations, departmental rules, listing rules of the stock exchange where the company’s shares are listed and other diligence stipulated in this Articles of Association
obligations.
Article 122 The method and procedure for nomination of directors are as follows: Article 108 The method and procedure for nomination of directors are as follows:
(1) Director candidates for the board of directors (excluding independent directors) are nominated by the board of directors or shareholders who individually or collectively hold more than 3% of the company's voting shares, and are elected by the company's general meeting of shareholders. Nominated by shareholders with a share of more than 1%, elected by the company's shareholders' meeting.
(2) The nomination methods and procedures for independent director candidates shall be in accordance with the law. The relevant provisions of the Listing Rules or these Articles shall be implemented.
(3) Intention to nominate a director candidate and the candidate's willingness (3) When a shareholder nominates a director or an independent director, he or she shall receive a written notice of acceptance of the nomination at the shareholders' meeting, and shall send the nomination proposal and detailed information of the candidate to the company 7 days before the shareholders' meeting and 10 days before the shareholders' meeting (the start date of the 7-day notice period shall be submitted to the board of directors no earlier than stock materials and the candidate's statement or letter of commitment. Directors,
Before revision After revision
The day after the date of issuance of the notice of the general meeting and its end date shall be no later than 7 days before the general meeting of shareholders. Independent director candidates shall make a written commitment before the general meeting of shareholders. The company promises to the relevant nominators and directors that they agree to accept the nomination, that the personal information disclosed publicly is true, that the candidate's period for submitting the aforementioned notices and documents (during this period is complete and that he/she guarantees that he will effectively perform his duties after being elected).
(calculated from the day after the date of issuance of the notice of the Eastern Conference meeting) shall be no less than 7
Day. Director candidates who accept nominations should undertake to publicly disclose their
The information is true and complete and ensures that the director's obligations will be fulfilled after being elected.
Article 123 If a director fails to attend in person for two consecutive times or does not entrust other directors to attend the board of directors' meetings, he shall be deemed to be unable to perform his duties. If a director fails to attend the board of directors' meetings for two consecutive times in person or to entrust other directors to attend the board of directors' meetings, he shall be deemed to be unable to perform his duties. The board of directors shall recommend that he be replaced at the general meeting of shareholders. The board of directors should recommend the shareholders' meeting to remove the company.
Those who do not have the qualifications or abilities to be independent directors or are unable to perform their duties independently
responsibility, or failure to safeguard the legitimate rights and interests of the company and small and medium-sized investors.
Directors and shareholders individually or collectively holding more than 1% of the company’s shares may
Submit challenges or removal proposals to independent directors to the company's board of directors.
The questioned independent director should promptly explain the matter questioned and disclose it
Dew. The company's board of directors should promptly
Convene special meetings for discussion from time to time and disclose the results of the discussion
Article 124 A director may resign before the expiration of his term. Article 110 A director may resign before the expiration of his term. Directors who resign should submit a written resignation report to the board of directors. Directors who resign must submit a written resignation report to the company. The company should disclose the relevant situation within 2 days after receiving the resignation. The resignation takes effect on the date of the report, and the company will disclose within 2 trading days any relevant circumstances that result in the company's board of directors falling below the legal minimum number of persons due to the director's resignation. If the number of members of the company's board of directors is reduced due to the resignation of a director, before the re-elected director takes office, the original directors shall still perform the duties of directors in accordance with the laws, administrative regulations, departmental rules, the securities exchange where the company's shares are listed, the listing rules of the company's stock exchange and these Articles of Association. According to the listing rules of the local stock exchange and these Articles of Association, except for the circumstances listed in the preceding paragraph, a director shall resign from his duties as a director until the resignation report is delivered.
Effective at the time of the meeting.
Do not violate the relevant laws, regulations and regulatory rules of the place where the company’s shares are listed
Under the premise, if the board of directors appoints a new director to fill the interim position of the board of directors,
There is a vacancy or increase in the number of directors. The term of the appointed director shall only be
until the next annual general meeting of shareholders of the company and shall be eligible for re-election at that time
Re-elected. All directors appointed to fill casual vacancies shall be
The shareholders' election will be accepted at the first general meeting of shareholders after accepting the appointment.
Article 125 When a director's resignation takes effect or his term of office expires, he shall report to the company. Article 111 The company shall establish a director resignation management system and make it clear that the board of directors has completed all transfer procedures. Its obligations to the company and shareholders to pursue accountability and loyalty for unfulfilled public commitments and other unfulfilled matters will not be automatically terminated after the end of the term. Its safeguard measures for the company's compensation. When a director's resignation takes effect or his term of office expires, his obligation to keep commercial secrets confidential will remain in effect after his term of office ends until the board of directors completes all transfer procedures and his obligations to the company and shareholders become public information. The duration of other obligations. The duty of loyalty, which is not automatically terminated after the end of the term, is two years to the company. The obligation to keep trade secrets confidential shall remain in effect after the employee's employment ends until the secret becomes public information. Other obligations shall last for a period of not less than two years. Directors’ responsibilities arising from the performance of their duties during their term of office
The appointment shall not be relieved or terminated due to resignation.
Article 127: Directors violate laws and regulations when performing company duties. Article 113: Directors, when performing company duties, cause damage to others in accordance with administrative regulations, departmental rules or these Articles of Association, and cause damage to the company, the company will bear liability for compensation; if a director commits intentional or serious negligence, he shall bear liability for compensation. Those who commit serious negligence should also bear liability for compensation.
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Without the approval of the board of directors or the general meeting of shareholders, a director arbitrarily uses company property to provide guarantees for others in violation of laws, administrative regulations, or departmental rules when performing his duties. The board of directors shall recommend to the general meeting of shareholders that the director be replaced in accordance with the provisions of the Articles of Association or the Articles of Association. If a loss is caused to the company, the director shall be liable for compensation.
liability.
Article 128. Terms of office, nomination and election of independent directors. Article 114. The terms of office, nomination and election procedures, term of office, resignation and powers and other relevant matters of independent directors shall be implemented in accordance with laws, procedures, terms of office, resignation and powers and other relevant matters, and in accordance with the relevant provisions of laws, administrative regulations, the China Securities Regulatory Commission and the administrative regulations of the securities exchange where the company's shares are listed, the China Securities Regulatory Commission and the listing rules of the stock exchange where the company's shares are listed. The relevant provisions of the Exchange’s listing rules shall be implemented.
Independent directors may resign before their term expires. as at any time
The company’s independent directors do not meet the requirements stipulated in the Hong Kong Listing Rules
The company must immediately notify Hong Kong of any number, qualification or independence requirements
The Stock Exchange shall explain the relevant details and reasons in an announcement and
Appoint a sufficient number of independent directors within 3 months if the relevant requirements are not met
to meet the requirements of the Hong Kong Listing Rules.
Newly added Article 115: The shareholders' meeting may resolve to dismiss a director, and the dismissal shall be effective on the date the resolution is made.
If a director is dismissed before the expiration of his term without justifiable reasons, the director may request the company to compensate him.
Section 2 Board of Directors Section 2 Board of Directors
Article 129 The company shall have a board of directors responsible for the general meeting of shareholders. Delete
Article 130 The board of directors shall consist of 7 directors, with a chairman of the board. Article 116 The company shall have a board of directors, which shall consist of 7 directors. The board of directors includes 3 independent directors. It is composed of one chairman, who is elected by the board of directors with a majority of all directors. The board of directors includes 3 independent directors
things.
Article 131 The Board of Directors shall exercise the following powers: Article 117 The Board of Directors shall exercise the following powers:
(1) Convene the shareholders’ meeting and report on the work to the shareholders’ meeting; (1) Convene the shareholders’ meeting and report on the work to the shareholders’ meeting;
(2) Implement the resolutions of the shareholders’ meeting; (2) Implement the resolutions of the shareholders’ meeting;
(3) Decide on the company’s business plan and investment plan; (3) Decide on the company’s business plan and investment plan;
(4) Formulate the company’s annual financial budget plan and final accounts plan; (4) Formulate the company’s profit distribution plan and loss compensation plan;
(5) Formulate the company’s profit distribution plan and loss compensation plan; (5) Formulate the company’s plans to increase or reduce its registered capital and issue bonds
(6) Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities, and go public;
or other securities and listing plans; (6) Formulating major acquisitions of the company, acquisition of the company’s stocks or mergers and acquisitions;
(7) Formulate plans for the company’s major acquisitions, acquisition of the company’s stocks, or mergers, divisions, dissolutions, and changes to the company’s form;
Plans for merger, division, dissolution and change of company form; (7) Deciding on the company’s external investments,
(8) Within the scope authorized by the general meeting of shareholders, decide on matters such as the company’s external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted agents to acquire and sell assets, asset mortgages, external guarantees, entrusted financial management, related transactions, external donations, etc.;
finance, related transactions, external donations and other matters; (8) Decide on the establishment of the company’s internal management organization;
(9) Decide on the establishment of the company’s internal management organization; (9) Decide on the appointment or dismissal of the company’s general manager and board secretary
(10) Decide on the appointment or dismissal of the company’s general manager, secretary to the board of directors and other senior management personnel, and decide on their remuneration matters, rewards and punishments, and other senior management personnel; decide on the appointment or dismissal of deputy general managers of the company based on the nomination of the general manager; decide on the appointment or dismissal of the company’s deputy general manager, chief financial officer and other senior management personnel based on the nomination of the general manager, decide on their remuneration matters, rewards and punishment matters, and decide on their remuneration matters, rewards and punishment matters;
matters, rewards and punishments; (10) Formulate the company’s basic management system;
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(11) Formulate the company’s basic management system; (11) Formulate a plan to amend this Articles of Association;
(12) Formulate a plan to amend the Articles of Association; (12) Manage company information disclosure matters;
(13) Managing the company’s information disclosure matters; (13) Proposing to the shareholders’ meeting to hire or replace the company’s auditor
(14) Propose to the general meeting of shareholders to hire or change the accounting firm to audit the company;
Accounting firm; (14) Listen to the work report of the company’s general manager and inspect the general manager
(15) Listen to the work report of the general manager of the company and inspect the work of the general manager;
(15) The company fails due to items (3) and 1 of Article 24 of this Article of Association.
(16) Matters concerning laws, administrative regulations, departmental rules, the listing rules of the local stock exchange where the company's shares are acquired under the circumstances specified in Items (5) and (6) of the company's stocks, or other duties conferred by this Articles of Association.
right. (16) Laws, administrative regulations, departmental rules, and other powers granted by laws, administrative regulations, departmental rules, and company stock certificates in addition to items (6), (7), (Listing Rules of the Ten Municipal Stock Exchanges, these Articles of Association, or the Shareholders’ Meeting) and other powers granted by laws, administrative regulations, departmental rules, and company stock certificates.
Listing rules of municipal stock exchanges and other matters stipulated in these Articles of Association
Exceptions must be voted by more than 2/3 of the directors, and the rest can be approved by
Half of the directors voted in favor.
The company's board of directors establishes an audit committee and sets up strategic,
Nomination, remuneration and appraisal and other related special committees. special committee
Responsible to the Board of Directors and perform duties in accordance with the Articles of Association and the authorization of the Board of Directors,
The proposal shall be submitted to the Board of Directors for review and decision. All members of the special committee
The department is composed of directors, including the audit committee, the nomination committee, the salary committee
Independent directors account for the majority of the Remuneration and Appraisal Committee and serve as the convener.
The convener of the audit committee is an accounting professional. The board of directors is responsible
Develop working procedures for special committees and standardize their operations.
Article 132 The company's board of directors shall explain to the shareholders' meeting the non-standard audit opinions issued by the certified public accountants on the company's financial report to the shareholders' meeting. illustrate.
Article 133 The Board of Directors shall formulate the Rules of Procedure of the Board of Directors to ensure that the Board of Directors shall implement the resolutions of the General Meeting of Shareholders, improve work efficiency, and ensure scientific decision-making. Learn decision-making.
The rules of procedure for the board of directors shall be made as an attachment to the articles of association and shall be drawn up by the board of directors. Shareholders meeting approves.
Article 134 The Board of Directors shall determine the company’s external investment and acquisitions. Article 120 The Board of Directors shall determine the authority for external investment, acquisition of capital and sale of assets, asset mortgage, external guarantee matters, entrusted financial management, assets, sale of assets, asset mortgage, external guarantee matters, entrusted management of related transactions, external donations, etc., and establish strict review and decision-making authority for finance, related transactions, external donations, etc., and establish strict review and policy procedures. The authority of the Board of Directors to approve the above matters is as follows: and decision-making procedures; major investment projects shall organize relevant experts, experts
(1) The total assets involved in the transaction shall account for the most recent period of the listed company's operating personnel for review and report to the shareholders' meeting for approval. The board of directors approves more than 10% of the total assets of the audit. The total assets involved in the transaction are the same as the above-mentioned major matters. The authority is as follows:
If there is a book value and an appraised value at the time, whichever is higher; (1) The total assets involved in the transaction account for the listed company’s latest economic period
(2) The net assets involved in the transaction subject matter (such as equity) account for more than 10% of the total listed and audited assets, and the total assets involved in the transaction are more than 10% of the company's most recent audited net assets, and if there is a book value and an appraisal value at the absolute financial time, whichever is higher;
The amount exceeds 10 million yuan, and the net assets involved in the transaction exist at the same time. (2) If the net assets involved in the transaction target (such as equity) account for the listed book value and the assessed value, whichever is higher; more than 10% of the company's latest audited net assets, and the absolute capital
(3) The transaction object (such as equity) exceeds 10 million yuan in the most recent fiscal year, and the net assets involved in the transaction exist at the same time
Before revision After revision
If the relevant operating income accounts for the audited book value and appraised value of the listed company in the most recent fiscal year, whichever is higher;
More than 10% of the operating income, and the absolute amount exceeds 10 million yuan; (3) The transaction subject matter (such as equity) is relatively large in the most recent fiscal year
(4) The operating income related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the listed company's audited net operating income in the most recent accounting year, and the absolute amount exceeds 10 million yuan; more than 10% of the profit, and the absolute amount exceeds 1 million yuan; (4) The transaction object (such as equity) is relevant in the most recent accounting year
(5) The transaction amount of the transaction (including assumed debts and expenses) accounts for more than 10% of the listed company's latest audited net assets in the most recent fiscal year, and more than 10% of the absolute profit, and the absolute amount exceeds 1 million yuan; the amount exceeds 10 million yuan;
(6) The profits generated from the transaction account for more than 10% of the listed company's most recent audited net assets in the most recent accounting year, and the absolute amount exceeds 10% of the audited net profit, and the absolute amount exceeds 100 million yuan;
10,000 yuan; (6) If the profit generated from the transaction accounts for a negative value in the calculation of the above indicators of the listed company in the most recent fiscal year, its absolute value shall be used to calculate more than 10% of the audited net profit, and the absolute amount exceeds 100. Ten thousand yuan.
(7) Failure to meet the requirements of laws, administrative regulations, and relevant documents of the China Securities Regulatory Commission. If the data involved in the calculation of the above indicators are negative, the absolute value shall be used for piece calculation and the calculation as stipulated in the "Shenzhen Stock Exchange Stock Listing Rules".
Standard related party transactions submitted to the general meeting of shareholders for review and approval. (7) Related party transactions that do not meet the standards set by laws, administrative regulations, China Securities Regulatory Commission and the "Shenzhen Stock Exchange Stock Listing Rules". The amount of transactions between the company's persons is more than RMB 3 million (including 300,000 yuan, and the amount of transactions with related natural persons exceeds RMB 300,000) or accounts for 0.5% of the absolute value of the company's latest audited net assets. For related party transactions, the amount of transactions between the company and related legal persons exceeds RMB 30 million (including 0.5%) and is less than RMB 30 million or less than the company's Related transactions exceeding RMB 3 million and accounting for 5% of the absolute value of the company's latest audited net assets. External guarantee matters with an absolute value of more than 0.5% (inclusive) and less than RMB 3,000, which should be approved by the board of directors, must be approved by more than half of the directors of the company or less than 5% of the absolute value of the company's latest audited net assets and must be approved by more than 2/3 of the related transactions attending the board meeting.
Resolutions can only be made with the approval of the directors. External guarantee matters that should be approved by the board of directors must be approved by more than half of all directors of the company and more than 2/3 of the directors present at the board of directors meeting.
Resolutions can only be made with the approval of the directors.
Article 135 The chairman shall be deleted by the board of directors at the discretion of all directors.
Elected by half.
Article 136 The Chairman shall exercise the following powers: Article 121 The Chairman shall exercise the following powers:
(1) Preside over the shareholders’ meeting and convene and preside over the board of directors’ meetings; (1) Preside over the shareholders’ meeting and convene and preside over the board of directors’ meetings;
(2) Supervise and inspect the implementation of board resolutions; (2) Supervise and inspect the implementation of board resolutions;
(3) Signing important documents passed by the board of directors or other documents that should be signed by the company's legal representative (including but not limited to signing other documents signed by the company's legal representative (including but not limited to signing securities issued by the company);
(4) Other powers granted by the board of directors; (4) Other powers granted by the board of directors;
(5) In the event of force majeure emergencies such as major natural disasters (5) In the event of force majeure emergencies such as major natural disasters, exercise special power to handle company affairs in compliance with legal provisions and the interests of the company, and report to the company's board of directors and general meeting of shareholders afterwards. individual disposal rights and report to the company's board of directors and shareholders' meeting afterwards.
Article 137 If the chairman of the board of directors is unable or fails to perform his duties, Article 122 If the chairman of the board of directors is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties, and more than half of the directors shall jointly elect a director to perform his duties. service.
Article 138 The Board of Directors shall convene at least 4 meetings each year, consisting of
Before revision After revision
If the chairman convenes a meeting, all directors and supervisors shall be notified in writing 14 days before the meeting is convened. thing.
Article 139: Shareholders and directors representing more than 1/10 of the voting rights. Article 124: Shareholders, chairman of the board of directors, more than 1/3 of the directors, more than 1/2 of the independent directors, the board of supervisors, chairman, more than 1/3 of the directors or the audit committee representing more than 1/10 of the voting rights or the audit committee may propose to convene an extraordinary meeting of the board of directors. The chairman of the board of directors shall be informed of the extraordinary meeting of the board of directors. The chairman of the board of directors shall convene and preside over a board meeting within 10 days after receiving the proposal. Convene and chair board meetings.
Article 140 Notice of the Board of Directors convening an extraordinary meeting of the Board of Directors Article 125 The method and time limit for notification of an extraordinary Board meeting of the Board of Directors is: to issue a written notice three days before the meeting; however, in the event of an emergency, notification can be given orally or by phone; however, in the event of an emergency, the meeting can be notified verbally or by phone at any time. The meeting may be convened by notifying the party at any time, and the meeting may be held without the notice specified in the preceding paragraph.
form and notice period.
Article 141 The notice of the board of directors meeting shall include the following contents: Article 126 The notice of the board of directors meeting shall include the following contents:
(1) Time and place of the meeting; (1) Date and place of the meeting;
(2) The method of holding the meeting; (2) The duration of the meeting;
(3) Matters to be considered (meeting proposals); (3) Reasons and topics;
(4) The convener and host of the meeting, the proposer of the extraordinary meeting and (4) The date of issuance of the notice.
its written proposal;
(5) Meeting materials necessary for directors’ voting;
(6) Directors shall attend the meeting in person or entrust other directors to attend the meeting on their behalf.
Requirements to attend meetings;
(7) Contact person and contact information;
(8) Date of issuance of notice.
The oral meeting notice should at least include items (1) and (2) above.
content, and if the situation is urgent and it is necessary to convene an extraordinary meeting of the board of directors as soon as possible
Description.
Article 143 Directors involved in matters resolved at the board of directors meeting Article 128 If a director has an associated relationship with an enterprise or individual involved in a matter resolved at a board of directors meeting, and shall not have an associated relationship with the enterprise or individual to whom the resolution is subject, the director shall exercise his voting rights in a timely manner, and shall not exercise voting rights on behalf of other directors. The director shall submit a written report to the board of directors. Affiliated directors may not exercise voting rights on board meetings where more than half of the unrelated directors are present, or may exercise voting rights on behalf of other directors. If more than half of the unrelated directors are present at the board meeting, the resolutions passed at the board meeting must be unanimously passed. If the number of unrelated directors present at the board meeting is less than 3, the board meeting shall be held, and the resolutions made at the board meeting must be approved by the unrelated directors and the matter shall be submitted to the shareholders' meeting for review. Half passed. Number of unrelated directors attending board meetings
If there are less than 3 persons, the matter shall be submitted to the shareholders' meeting for review.
Article 146 The Board of Directors shall make decisions on the matters discussed at the meeting. Article 130 The Board of Directors shall make minutes of its decisions on the matters discussed at the meeting. The directors, board secretaries and record-keepers who attended the meeting shall prepare the meeting minutes. The directors, board secretaries and record-keepers who attended the meeting shall sign on the meeting minutes. Directors have the right to require the person taking the minutes to sign on the meeting minutes. Directors have the right to request explanatory records of their speeches at the meeting in the minutes. An explanatory record of his speech at the meeting was made.
The minutes of board of directors meetings are saved as company files, and the retention period is 15 years. The minutes of board of directors meetings are saved as company files, and the retention period is 10 years. Year.
Article 147 The minutes of the board of directors’ meeting shall include the following contents: Article 132 The minutes of the board of directors’ meeting shall include the following contents:
(1) The session of the meeting and the time, place and method of convening it; (1) The date, place and name of the convener of the meeting;
(2) Issuance of meeting notices; (2) Names of directors present and those entrusted by others to attend the board of directors
(3) The convener and host of the meeting; the name of the director (agent);
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(4) Directors’ attendance in person and on entrustment; (3) Agenda of the meeting;
(5) Proposals reviewed at the meeting and each director’s opinions on relevant matters (4) Key points of directors’ speeches;
The main points and main opinions of the speech, and the intention to vote on the proposal; (5) The voting method and results of each resolution matter (voting results
(6) The voting method and voting results for each proposal (the specific description should indicate the number of votes in favor, against, and abstentions).
number of votes for, against, and abstentions);
(7) Other matters that the directors attending the meeting think should be recorded.
Article 148 Directors shall be responsible for the resolutions of the board of directors. Article 133 Directors shall be responsible for the resolutions of the board of directors. The resolution of the board of directors violates laws, administrative regulations or these articles of association and obligations. If the resolution of the board of directors violates laws, administrative regulations or the Articles of Association or the resolution of the general meeting of shareholders, causing the company to suffer serious losses, the directors who participated in the resolution shall be liable to the company for compensation. However, directors who are proven to have acted at the time of voting are liable to the company. However, if it is proved that the director expressed his dissent during the voting and recorded it in the meeting minutes, the director may be exempted from liability. appoint. The Board of Directors violates the provisions of the Articles of Association regarding the approval authority and review procedures for external guarantees. The Board of Directors violates the provisions of the Articles of Association regarding the approval authority and review procedures for external guarantees when making resolutions on external guarantee matters. For directors who vote in favor at the board meeting, the Audit Committee shall recommend to the directors who voted in favor at the shareholders' meeting, and the Board of Supervisors shall recommend to the shareholders' general meeting. If the director causes losses to the company, he or she will be replaced by the board of directors. If the director causes losses to the company, the directors who voted in favor of the director at the board of directors meeting shall be jointly and severally liable to the company for compensation.
Directors who vote in favor shall be jointly and severally liable to the company for damages.
New Section 3 Independent Directors
Newly added Article 134: Independent directors shall conscientiously perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission, stock exchanges and these Articles of Association, play a role in decision-making, supervision and balance, and professional consulting in the board of directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders.
New Article 135: Independent directors must maintain independence. The following persons are not allowed to serve as independent directors:
(1) Personnel working in the company or its affiliated enterprises and their spouses, parents, children, and major social relations;
(2) Directly or indirectly hold more than 1% of the company's issued shares or are natural person shareholders and their spouses, parents, and children among the top ten shareholders of the company;
(3) Shareholders who directly or indirectly hold more than 5% of the company’s issued shares or persons who hold positions among the top five shareholders of the company and their spouses, parents, and children;
(4) Personnel working in affiliated enterprises of the company’s controlling shareholder or actual controller and their spouses, parents, and children;
(5) Persons who have major business dealings with the company, its controlling shareholders, actual controllers or their respective subsidiaries, or persons who work in units with major business dealings and their controlling shareholders or actual controllers;
(6) Personnel who provide financial, legal, consulting, sponsorship and other services to the company and its controlling shareholders, actual controllers or their respective affiliated enterprises, including but not limited to all members of the project team of the intermediary agency providing services, reviewers at all levels, personnel who signed the report, before revision and after revision
Partners, directors, senior managers and principal persons in charge;
(7) Persons who have had the circumstances listed in items 1 to 6 in the past twelve months;
(8) Other personnel who are not independent as stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.
The subsidiaries of the company's controlling shareholders and actual controllers in items 4 to 6 of the preceding paragraph do not include enterprises controlled by the same state-owned asset management institution as the company and which are not affiliated with the company in accordance with relevant regulations.
Independent directors should conduct self-examinations on their independence every year and submit the self-examination results to the board of directors. The board of directors should evaluate the independence of serving independent directors every year and issue special opinions, which should be disclosed at the same time as the annual report.
New Article 136: To serve as an independent director of a company, one must meet the following conditions:
(1) Qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;
(2) Meet the independence requirements stipulated in this Articles of Association;
(3) Have basic knowledge of the operation of listed companies and be familiar with relevant laws, regulations and rules;
(4) Have more than five years of legal, accounting or economic work experience necessary to perform the duties of an independent director;
(5) Have good personal moral character and have no bad records such as major breach of trust;
(6) Other conditions stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.
New Article 137: As members of the board of directors, independent directors have the duty of loyalty and diligence to the company and all shareholders, and prudently perform the following duties:
(1) Participate in the decision-making of the board of directors and express clear opinions on the matters discussed;
(2) Supervise potential major conflicts of interest between the company and its controlling shareholders, actual controllers, directors, and senior managers, and protect the legitimate rights and interests of small and medium-sized shareholders;
(3) Provide professional and objective suggestions on the company’s business development and promote the improvement of the board’s decision-making level;
(4) Other duties stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, and this Article of Association.
New Article 138: Independent directors shall exercise the following special powers:
(1) Independently hire intermediaries to audit, consult or verify specific matters of the company;
(2) Propose to the board of directors to convene an extraordinary shareholders’ meeting;
Before revision After revision
(3) Proposing to convene a board meeting;
(4) Publicly solicit shareholder rights from shareholders in accordance with the law;
(5) Express independent opinions on matters that may damage the rights and interests of the company or small and medium-sized shareholders;
(6) Other powers stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, and this Article of Association.
The exercise of the powers listed in items 1 to 3 of the preceding paragraph by independent directors shall be subject to the consent of more than half of all independent directors.
If an independent director exercises the powers listed in paragraph 1, the company will promptly disclose it. If the above powers cannot be exercised normally, the company will disclose the specific circumstances and reasons.
New Article 139: The following matters shall be submitted to the board of directors for review after being approved by more than half of all independent directors of the company:
(1) Related transactions that should be disclosed;
(2) Plans for the company and relevant parties to change or waive their commitments;
(3) The decisions made and measures taken by the board of directors of the acquired listed company regarding the acquisition;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, and these Articles of Association.
Newly added Article 140: The company shall establish a special meeting mechanism attended by all independent directors. The board of directors' review of related transactions and other matters shall be approved in advance by a special meeting of independent directors.
The company holds special meetings of independent directors regularly or irregularly. Article 138, paragraph 1, items (1) to (3),
The matters listed in Article 139 shall be reviewed by special meetings of independent directors.
Special meetings of independent directors can study and discuss other matters of the company as needed. Special meetings of independent directors shall be convened and chaired by an independent director jointly elected by more than half of the independent directors; if the convener fails or is unable to perform his duties, two or more independent directors may convene and elect a representative to preside.
Minutes of special meetings of independent directors shall be made in accordance with regulations, and the opinions of independent directors shall be stated in the minutes. Independent directors should sign and confirm the meeting minutes.
The company provides convenience and support for the convening of special meetings of independent directors. Added Section 4 Special Committees of the Board of Directors
Newly added Article 141: The company's board of directors shall set up an audit committee to exercise the powers of the board of supervisors stipulated in the Company Law.
Newly added Article 142: There are 3 members of the Audit Committee, who are directors who do not serve as senior managers of the company. Employee representative directors may also serve as members of the Audit Committee, and shall be composed of accounting professionals among independent directors. Before revision After revision
Serve as convener.
New Article 143 The Audit Committee is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the Board of Directors for review after being approved by more than half of all members of the Audit Committee:
(1) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports;
(2) Employ or dismiss accounting firms that undertake the audit business of listed companies;
(3) Appointment or dismissal of financial officers of listed companies;
(4) Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
(5) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, and these Articles of Association.
Newly added Article 144: The Audit Committee shall hold at least one meeting every quarter. Extraordinary meetings may be convened upon the proposal of two or more members, or when the convener deems it necessary. Meetings of the Audit Committee must be attended by more than two-thirds of the members.
Resolutions made by the Audit Committee must be approved by more than half of the members of the Audit Committee.
The voting on resolutions of the Audit Committee shall be one person, one vote.
The audit committee shall produce meeting minutes in accordance with regulations when making resolutions, and the members of the audit committee who attended the meeting shall sign on the meeting minutes.
The working procedures of the Audit Committee are formulated by the Board of Directors.
New Article 145 The company's board of directors shall set up other special committees such as strategy, nomination, remuneration and assessment, etc., to perform their duties in accordance with the Articles of Association and the authorization of the board of directors. The proposals of the special committees shall be submitted to the board of directors for review and decision. The members of the special committees shall all be composed of directors. Among them, independent directors shall constitute the majority of the nomination committee and the remuneration and assessment committee and shall serve as the convener. The working procedures of special committees are formulated by the board of directors.
New Article 145: The Strategy Committee is responsible for studying and making recommendations on the company's long-term development strategies and major investment decisions.
New Article 147 The Nomination Committee is responsible for formulating the selection criteria and procedures for directors and senior managers, selecting and reviewing candidates for directors and senior managers and their qualifications, and making recommendations to the board of directors on the following matters:
(1) Nominate or appoint or remove directors;
(2) Appoint or dismiss senior managers;
(3) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, and these Articles of Association.
Before revision After revision
If the board of directors fails to adopt the recommendations of the nomination committee or does not fully adopt them, it shall record the opinions of the nomination committee and the specific reasons for failure to adopt them in the board resolution and disclose them.
New Article 148 The Remuneration and Appraisal Committee is responsible for formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policies and plans such as the remuneration decision mechanism, decision-making process, payment and stop-payment recourse arrangements for directors and senior managers, and making recommendations to the board of directors on the following matters:
(1) Remuneration of directors and senior managers;
(2) Formulating or changing equity incentive plans and employee stock ownership plans, and achievements in granting benefits to incentive targets and conditions for exercising their rights;
(3) Directors and senior managers arrange shareholding plans for the subsidiaries to be spun off;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission, the listing rules of the stock exchange where the company's shares are listed, and these Articles of Association.
If the board of directors fails to adopt or fully adopts the recommendations of the Remuneration and Appraisal Committee, it shall record the opinions of the Remuneration and Appraisal Committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.
Chapter 6 General Manager and Other Senior Management Personnel Chapter 6 Senior Management Personnel
Article 149 The company shall have one general manager, who shall be appointed or dismissed by the board of directors. Article 149 The company shall have one general manager, who shall be appointed or dismissed by the board of directors. or dismissed. The company shall have a deputy general manager who shall be appointed by the board of directors or dismissed by the general manager, deputy general manager, financial director and board secretary of the company.
Senior executives of the company.
Article 150 Article 112 of the Articles of Association regarding Directors Article 150. The provisions of Article 112 of the Articles of Association concerning the circumstances in which directors are not allowed to serve as directors, the duty of loyalty and Article 113 (4)-(6) of the Articles of Association regarding the diligence management system shall also apply to senior managers.
The provisions on remuneration obligations also apply to senior managers. The provisions of this Articles of Association regarding directors' duties of loyalty and diligence also apply to senior managers.
Article 152 The term of office of the general manager shall be three years, and the general manager may be re-appointed. Article 152 The term of office of the general manager shall be three years, and the general manager may be re-elected if he is appointed consecutively. Can be re-elected.
The term of office of other senior executives is the same as that of the general manager, and they can be reappointed upon reappointment.
Ren.
Article 153 The general manager shall be responsible to the board of directors and shall exercise the following functions and powers. Article 153 The general manager shall be responsible to the board of directors and shall exercise the following functions and powers: Power:
(1) Preside over the company's production and operation management work, organize the implementation of the board of directors' work; organize the implementation of the board of directors' resolutions, and report work to the board of directors;
(2) Organize the implementation of the company's annual business plan and investment plan; (2) Organize the implementation of the company's annual business plan and investment plan;
(3) Formulate a plan for the establishment of the company's internal management organization; (3) Formulate a plan for the establishment of the company's internal management organization;
(4) Formulate the company’s basic management system; (4) Formulate the company’s basic management system;
(5) Formulate the company’s specific regulations; (5) Formulate the company’s specific regulations;
(6) Request the board of directors to appoint or dismiss the company’s deputy general manager and financial director; (6) Request the board of directors to appoint or dismiss the company’s deputy general manager and financial director;
(7) The decision on appointment or dismissal shall be made by the board of directors. (7) The decision on appointment or dismissal shall be made by the board of directors.
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The person who dismisses other responsible management personnel; The person who dismisses other management personnel;
(8) Formulate the salary, welfare, reward and punishment system for the company's employees, and decide on other powers granted by this Articles of Association or the Board of Directors.
determine the hiring and dismissal of company employees; the general manager attends board meetings; non-managing directors attend board meetings
(9) No voting rights when deciding on the employment, promotion or demotion, salary increases or decreases, and awards of company employees.
Punishment and dismissal;
(10) Examine and approve various expenses incurred in the company’s daily operations and management;
(11) Decide on the disposition of the company’s property within the limit authorized by the board of directors
Purchase of real estate and fixed assets;
(12) Approval of the company’s financial expenditures within the limit authorized by the board of directors
payment. According to the decision of the board of directors, the company's large sums of money are allocated and
The financial director implements a joint signature system;
(13) Sign various contracts on behalf of the company as authorized by the board of directors
Tonghe Agreement;
(14) Issue daily administrative and business documents;
(15) Other powers granted by this Articles of Association or the Board of Directors.
The general manager attends the board meeting; non-managing director attends the board meeting
There is no right to vote at the meeting.
Article 155 The general manager’s working rules shall include the following contents: Article 155 The general manager’s working rules shall include the following contents:
(1) The conditions, procedures and participants for the general manager meeting; (1) The conditions, procedures and participants for the general manager meeting;
(2) The specific responsibilities of the general manager and other senior managers (2) The specific responsibilities and division of labor of the general manager and other senior managers; and their division of labor;
(3) The authority to use the company’s funds and assets and sign major contracts; (3) The authority to use the company’s funds and assets and sign major contracts,
(4) Other matters deemed necessary by the board of directors. and reporting systems to the board;
(4) Other matters deemed necessary by the board of directors.
Article 156 The general manager may propose deletion before the expiration of his term of office.
Resign. The specific procedures and methods for the resignation of the general manager shall be determined by the general manager
Labor contract provisions with the company.
Article 157 The deputy general manager and financial director serve as the general manager. Article 156 The general manager may propose an assistant before the expiration of his term of office to be responsible for the work in charge of the work according to the instructions of the general manager and resign to the general manager. The specific procedures and methods for the resignation of the general manager shall be the responsibility of the general manager and shall issue relevant business documents within the scope of his duties. Labor contract provisions with the company.
When the general manager is unable to perform his duties, the deputy general manager and financial director may be appointed by the deputy general manager and the person in charge of finance as the general manager’s assistants and perform the general manager’s duties as entrusted by the general manager. Responsible for the work assigned under the instructions of the manager, responsible to the general manager and issuing relevant business documents within the scope of responsibility.
When the general manager is unable to perform his duties, the deputy general manager and financial controller may
Entrusted by the general manager to act on behalf of the general manager.
Article 158 The company shall have a secretary to the board of directors, who shall have the necessary professional knowledge and experience to be responsible for the company’s shareholders. He shall be responsible for the preparation and document storage of the company’s general meeting of shareholders and board of directors meetings, the preparation and storage of documents for the company’s shareholder and board of directors meetings, the management of the company’s shareholder information, and the handling of information disclosure matters.
Management, handling information disclosure matters and other matters, ensuring that: The secretary of the board of directors shall comply with laws, administrative regulations, departmental rules, public regulations and other matters.
(1) The company has complete organizational documents and records; the listing rules of the stock exchange where the company’s shares are listed and the provisions of this Articles of Association
(2) The company prepares and submits reports required by the competent authorities in accordance with relevant regulations.
and documents;
(3) The company’s shareholder list is properly established to ensure the right to obtain public information.
Before and after the revision, the relevant records and documents of the department will be obtained in a timely manner.
The secretary of the board of directors shall abide by laws, administrative regulations, department rules, public
The listing rules of the stock exchange where the company’s shares are listed and the provisions of these Articles of Association
relevant regulations.
Article 160: Senior managers violate the provisions of laws, administrative regulations, departmental rules or these Articles of Association when performing their duties. If a senior manager violates the provisions of laws, administrative regulations, departmental rules or these Articles of Association and causes damage to the company, the company shall be liable for compensation; if the senior manager causes losses to the company, he shall bear liability for compensation. If a member commits intentional or gross negligence, he shall also be liable for compensation. Without the approval of the board of directors or the general meeting of shareholders, if a senior manager violates laws, administrative regulations, or company property when performing company duties to provide guarantee for others, the company shall revoke all his or her positions in the company's departmental rules or these Articles of Association, causing losses to the company; if such losses are caused to the company, the senior manager shall bear liability for compensation. Personnel should bear liability for compensation.
The company's senior managers should faithfully perform their duties and safeguard the company and
The best interests of all shareholders. Senior management of the company failed to act loyally
If the company performs its duties properly or violates its fiduciary obligations, the company and the public will be
If any damage is caused to the interests of shareholders, they shall be liable for compensation in accordance with the law.
New Article 160: The company's senior managers shall faithfully perform their duties and safeguard the best interests of the company and all shareholders. If a company's senior managers fail to faithfully perform their duties or violate their fiduciary obligations, thereby causing damage to the interests of the company and public shareholders, they shall bear liability for compensation in accordance with the law.
Chapter 7 Board of Supervisors Delete
Section 1 Supervisor Delete
Article 161 Directors, general managers and other senior managers Delete
Cannot serve as supervisor concurrently.
Article 162 Supervisors shall abide by laws, administrative regulations, and public regulations. Delete
The listing rules of the stock exchange where the company’s shares are listed and these Articles of Association shall apply to
The company has a duty of loyalty and diligence and faithfully performs its supervisory duties.
No one shall take advantage of his or her authority to accept bribes or other illegal income, and shall not infringe upon
account for the company's property.
Article 163 The term of office of supervisors shall be three years. Supervisor term Delete
Upon expiration, the term can be re-elected.
Article 164 If the supervisor’s term of office expires and the supervisor is not re-elected in time, or the supervisor is deleted
If a director resigns during his term of office, resulting in the number of members of the supervisory board falling below the quorum,
Before the re-elected supervisors take office, the original supervisors shall still
The laws, administrative regulations, departmental rules and normative documents of the place where the tickets are listed
documents, the listing rules of the stock exchange and the provisions of these Articles of Association, and shall comply with
Supervisor duties.
Article 165 Supervisors shall ensure that the information disclosed by the company is true. Delete
be truthful, accurate and complete, and sign written confirmation opinions on periodic reports.
Article 166 Supervisors may attend board meetings as non-voting delegates and express opinions on directors. Delete
Put forward questions or suggestions on matters decided by the board of directors.
Article 167 Supervisors shall not use their affiliations to harm the company. Delete
If the interests of the company are caused, the company shall be liable for compensation.
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Article 168 If a supervisor violates laws, administrative regulations, departmental rules, normative documents, the listing rules of the stock exchange or the provisions of these Articles of Association when performing his duties and causes losses to the company, he shall be liable for compensation.
Section 2 Board of Supervisors Delete
Article 169 The company shall establish a board of supervisors. The Board of Supervisors shall be composed of 3 supervisors and shall have a chairman. The appointment and removal of the chairman of the Board of Supervisors shall be approved by a vote of more than half of the members of the Board of Supervisors. The chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; if the chairman of the board of supervisors is unable or fails to perform his duties, more than half of the supervisors shall jointly elect a supervisor to convene and preside over the meeting of the board of supervisors.
The board of supervisors includes 2 shareholder representatives and 1 company employee representative. The shareholder representatives on the board of supervisors are elected and dismissed by the shareholders' meeting, and the employee representatives are democratically elected by the company's employees through the employees' representative meeting.
Article 170 The Board of Supervisors shall be responsible to the general meeting of shareholders and shall exercise the following powers in accordance with the law:
(1) Should review the company's regular reports prepared by the board of directors and provide written review opinions, and express opinions on the internal control evaluation report;
(2) Examine the company's finances, supervise the behavior of directors and senior managers in the preparation of financial accounting reports, and hire intermediaries to provide professional opinions when necessary;
(3) When the supervisor discovers that the company or directors, supervisors, senior managers, shareholders, actual controllers, etc. have committed fraud, malpractice, or other circumstances that may lead to material misstatements related to financial accounting reports, they shall require the relevant parties to immediately correct or stop, report to the board of directors and the board of supervisors in a timely manner, and submit the request to the board of directors and the board of supervisors for verification. If necessary, they shall report to the stock exchange where the company's shares are listed;
(4) If the board of supervisors discovers that directors or senior managers have violated laws, regulations, relevant provisions of the stock exchange where the company's shares are listed, or the company's articles of association, it shall notify the board of directors or report to the general meeting of shareholders and disclose it in a timely manner, or it may report directly to the regulatory agency;
(5) Supervise the performance of the company’s duties by directors and senior managers, and make recommendations for removal of directors and senior managers who violate laws, administrative regulations, the Articles of Association or resolutions of shareholders’ meetings;
(6) When the actions of directors and senior managers harm the interests of the company, require directors and senior managers to make corrections;
(7) Propose to convene an extraordinary general meeting of shareholders, and convene and preside over the general meeting of shareholders when the board of directors fails to perform its duties of convening and presiding over the general meeting of shareholders as stipulated in the Company Law;
(8) Submit proposals to the general meeting of shareholders;
(9) Initiate lawsuits against directors and senior managers in accordance with the provisions of Article 151 of the Company Law;
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(10) If any abnormality in the company's operating conditions is discovered, an investigation can be conducted; if necessary, professional institutions such as accounting firms and law firms can be hired to assist in the work, and the costs shall be borne by the company;
(11) Other powers stipulated in this charter.
Article 171 The Board of Supervisors shall hold at least one meeting every six months. The meeting notice shall be sent to all supervisors in writing 10 days before the meeting.
Supervisors may propose to convene an extraordinary supervisory board meeting. A written notice of a temporary supervisory board meeting shall be issued three days before the meeting; however, in the event of emergency, the meeting may be notified at any time orally or by telephone.
The voting method for resolutions of the Board of Supervisors is: show of hands, and each supervisor has one vote. Resolutions of the board of supervisors must be approved by more than half of the company's board of supervisors.
Article 172 The Board of Supervisors shall formulate the rules of procedure of the Board of Supervisors and clearly delete the discussion methods and voting procedures of the Board of Supervisors to ensure the work efficiency and scientific decision-making of the Board of Supervisors.
The rules of procedure of the Board of Supervisors shall be attached to the Articles of Association and shall be drafted by the Board of Supervisors and approved by the shareholders' meeting.
Article 173 The Board of Supervisors shall delete the decisions on the matters discussed into meeting minutes, and the supervisors and record-keepers present at the meeting shall sign on the meeting minutes.
Supervisors have the right to request that some explanatory record of their speeches at the meeting be recorded in the minutes. The meeting minutes of the supervisory board shall be kept as company files for 10 years.
The notice of the Supervisory Board meeting includes the following contents:
(1) Time and place of the meeting;
(2) Matters to be considered (meeting proposals);
(3) The convener and host of the meeting, the proposer of the extraordinary meeting and his or her written proposal;
(4) Meeting materials necessary for supervisors’ voting;
(5) The requirement that supervisors should attend the meeting in person;
(6) Contact person and contact information;
(7) Date of issuing notice.
The oral meeting notice shall at least include the contents of items (1) and (2) above, as well as a statement that the emergency situation requires convening an extraordinary meeting of the Supervisory Board as soon as possible.
Chapter 8 Financial Accounting System, Profit Distribution and Audit Chapter 7 Financial Accounting System, Profit Distribution and Audit
Section 1 Financial Accounting System Section 1 Financial Accounting System
Article 175 The company shall submit and disclose the annual financial accounting report to the China Securities Regulatory Commission and the stock exchange within 4 months from the end of each accounting year, and disclose the annual report to the China Securities Regulatory Commission and the stock exchange within 2 months from the end of the first half of each accounting year. Submit it to the China Securities Regulatory Commission dispatched office and the stock exchange within one month and
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Disclosure of interim report. Disclosure of interim report.
The above-mentioned annual report and interim report are prepared in accordance with relevant laws, administrative regulations, China Securities Regulatory Commission and stock exchange regulations. Prepared in accordance with the regulations of the China Securities Regulatory Commission and stock exchanges.
The company's financial statements should be prepared in accordance with Chinese accounting standards and regulations
In addition, it should also be prepared in accordance with international or overseas listing place accounting standards.
If there are significant differences between the financial statements prepared according to two accounting standards, they should
When noted in the notes to the financial statements. The company is distributing relevant meetings
When calculating the annual after-tax profit, the after-tax profit in the above two financial statements is used.
Whichever profit amount is smaller shall prevail.
The interim results or financial information announced or disclosed by the company shall be based on
Chinese accounting standards and regulations are prepared in accordance with international or overseas
Preparation of municipal accounting standards.
Article 176 The company’s board of directors shall delete the
At the general meeting, relevant laws, administrative regulations, local policies and regulations were submitted to shareholders.
Prepared by the company as stipulated in the normative documents promulgated by the government and competent departments
financial reports.
Article 177 The company’s financial report shall be deleted in the year in which it is held.
It shall be prepared and deposited in the company 20 days before the general meeting of shareholders for shareholders to review.
Each shareholder of the company is entitled to receive the financial statements mentioned in this chapter.
sue.
The company shall submit the above-mentioned information at least 21 days before the annual general meeting of shareholders.
report or board report together with the balance sheet (including statutory requirements
(each document required to be appended to the balance sheet) and the profit and loss statement or income and expenditure
Settlement statement, or financial summary report, hand or postage paid
Mail or other methods permitted by the Hong Kong Stock Exchange to each H share
East, the recipient's address shall be the address registered in the shareholder register.
Article 178 The company shall not establish any other accounting books except the statutory accounting books. Article 163 The company shall not establish any other accounting books except the statutory accounting books. The company's assets are not accounted for in any individual's name. The company's funds are not stored in accounts opened in the name of any individual. User storage.
Article 179 When the company distributes the after-tax profits of the current year, it shall withdraw 10% of the profits and put them into the company's statutory public reserve fund. The company's statutory common reserve: 10% of the profits shall be included in the company's statutory common reserve fund. If the cumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, it can no longer be withdrawn. extract.
If the company's statutory common reserve fund is insufficient to make up for the losses of previous years, the profits of the current year shall first be used to make up for the losses before the statutory common reserve fund is withdrawn in accordance with the provisions of the preceding paragraph. Profits cover losses.
After the company withdraws the statutory public reserve fund from the after-tax profits, it can also withdraw the discretionary public reserve fund from the after-tax profits upon the resolution of the shareholders' meeting. According to the proposal, optional provident fund can also be withdrawn from after-tax profits.
The remaining after-tax profits after the company has made up for its losses and withdrawn its provident fund shall be distributed in accordance with the proportion of shares held by shareholders, except as provided in the Articles of Association. Except for proportional allocation.
If the shareholders' meeting violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for losses and withdraws profits, the shareholders must return the profits distributed in violation of the provisions to the company. cause damage to the company
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Providing that distributed profits are returned to the company. In the event of a loss, shareholders and responsible directors and senior managers shall not participate in the distribution of profits for the shares of the company held by the company. bear liability for compensation.
The company's shares held by the company will not participate in the distribution of profits.
Article 180 The company's public reserve fund shall be used to make up for the company's losses. Article 165 The company's public reserve fund shall be used to make up for the company's losses, expand the company's production and operation, or be used to increase the company's capital. However, it can be used to reduce losses, expand the company's production and operations, or increase the company's capital. The capital reserve shall not be used to cover the company's losses. Capital reserve fund To make up for the company's losses, the reserve fund shall first use the discretionary reserve fund and statutory public reserves to include the following amounts: reserve fund; if it still cannot be made up, the capital reserve may be used in accordance with regulations.
(1) The premium received from the issuance of shares in excess of the face value of the shares; money.
(2) The other corporate income retained when the statutory reserve fund that is included in the capital reserve fund as stipulated by the financial department of the State Council is converted into an increase in registered capital. The accumulation fund will be no less than 25% of the company's registered capital before the transfer.
When the statutory public reserve fund is converted into capital, the retained public reserve fund shall not
Less than 25% of the company's registered capital before conversion.
Article 181 The company’s profit distribution policy is: Article 166 The company’s profit distribution policy is:
(1) The company’s profit distribution policy (1) The company’s profit distribution policy
The company implements a sustained and stable profit distribution policy. The profit distribution should pay attention to the reasonable return on investment to investors, taking into account the sustainable development of the company, and adhere to the following principles: development, and adhere to the following principles:
Profit distribution must be carried out in accordance with the legal distribution order; 1. Profit distribution must be carried out in the legal distribution order;
When there are uncompensated losses, no profit distribution is allowed; 2. When there are uncompensated losses, no profit distribution is allowed;
The company’s shares held by the company shall not participate in profit distribution. 3. The company’s shares held by the company shall not participate in profit distribution.
(2) Form of profit distribution (2) Form of profit distribution
The company may distribute profits in cash, stocks, a combination of cash and stocks, or in other ways permitted by laws and regulations. Distribute profits in other ways permitted by laws and regulations to those with cash. When cash dividends are available, the company should give priority to cash dividends for profit distribution. distribute.
The company distributes cash dividends, which are denominated and declared in RMB. The company distributes cash dividends to the company, which are denominated and declared in RMB. Cash dividends paid by the company to shareholders of domestic shares are paid in RMB; cash dividends paid by the company to shareholders of domestic shares are paid in RMB; cash dividends paid by the company to shareholders of foreign shares are paid in foreign currencies. Cash dividends paid to foreign shareholders are paid in foreign currencies. The foreign currency that a company needs to pay to shareholders of foreign-invested shares shall be handled in accordance with the state's regulations on foreign exchange management. The exchange rate of foreign currencies and RMB shall be handled in accordance with the relevant provisions on foreign exchange management. The exchange rate between foreign currencies and RMB shall be the official price for the purchase and sale of the currency announced by the People's Bank of China on the day of dividend payment. Official price of sale.
(3) Conditions for cash distribution (3) Conditions for cash distribution
The company’s earnings per share for the current year shall not be less than 0.1 yuan; 1. The audit institution has no reservations about the company’s financial report for the current year.
The audit institution issues a standard unqualified audit report on the company’s financial report for the current year;
The company has no major investment plans or major cash expenditures (fund raising
The company has no major investment plans or major cash expenditures (except for fund-raising projects).
Except for fund-raising projects). Major investment plans or major cash disbursements refer to the company's major investment plans or major cash disbursements in the next twelve months, which refer to the company's cumulative expenditures for external investments, asset acquisitions, or equipment purchases within the next twelve months. The cumulative expenditures for external investments, asset acquisitions, or equipment purchases reach or exceed 30% of the company's most recent audited net assets. Reach or exceed 30% of the company’s latest audited net assets. (4) Proportion of cash distribution
(4) Proportion of cash distribution 1. The company’s profit distributed in cash every year should not be less than the actual profit of the year.
- The company’s profits distributed in cash every year should not be less than 10% of the distributable profits realized in that year, and within any three consecutive years,
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10% of the company's current distributable profits, and in any three consecutive years, the company's cumulative profits distributed in cash are not less than 30% of the average annual distributable profits realized in those three years;
30% of the average annual distributable profits; 2. The company’s cash distribution shall not exceed the limit of cumulative distributable profits.
- The company's cash distribution shall not exceed the limit of cumulative distributable profits, and shall not damage the company's ability to continue to operate stably;
shall not damage the company's ability to sustain and stabilize operations; 3. The board of directors should comprehensively consider the characteristics of the company's industry, development stage,
- The board of directors should comprehensively consider factors such as the company's industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditures, formulate differentiated cash distribution arrangements and other factors at different development stages, and formulate differentiated cash dividend policies at different development stages:
Dividend policy: ① The company's development stage is in a mature stage and there are no major capital expenditure arrangements. ① If the company's development stage is in a mature stage and there are no major capital expenditure arrangements, when making profit distribution, if cash dividends are included in this profit distribution, when making profit distribution, the proportion of cash dividends in this profit distribution should be at least 80%;
The proportion should be at least 80%; ② The company's development stage is in the mature stage and there are major capital expenditure arrangements. ② The company's development stage is in the mature stage and there are major capital expenditure arrangements.
The proportion should be at least 40%; ③ If the company's development stage is in the growth stage and there are major capital expenditure arrangements; ③ If the company's development stage is in the growth stage and there are major capital expenditure arrangements, when profit distribution is made, if cash dividends are included in this profit distribution, when profit distribution is made, the proportion of cash dividends in this profit distribution should be at least 20%;
The minimum proportion should reach 20%; If the company's development stage is difficult to distinguish but there are major capital expenditure arrangements, if the company's development stage is not easy to distinguish but there are major capital expenditure arrangements, it may be handled in accordance with the provisions of the preceding paragraph.
It can be handled in accordance with the provisions of the preceding paragraph. (5) Period of profit distribution
(5) Period of profit distribution In compliance with the profit distribution policy and ensuring the company's normal operation and long-term development, the company will, in principle, conduct profit distribution once a year; the company's board of directors may propose and implement (subject to review and approval by the shareholders' meeting) mid-term profit distribution based on the company's profit and capital needs. Proposal and implementation of interim profit distribution (subject to review and approval by the general meeting of shareholders). (6) Conditions for stock dividend distribution
(6) Conditions for stock dividend distribution If the board of directors believes that the company's shares meet the conditions for cash dividend distribution, and the board of directors believes that the company's capital scale and equity structure are reasonable, it can propose a cash dividend distribution plan and implement a stock dividend distribution plan at the same time. At the same time as the dividend distribution plan, a stock dividend distribution plan was proposed. (7) Decision-making procedures and mechanisms for profit distribution
(7) Decision-making procedures and mechanisms for profit distribution 1. The company’s profit distribution plan is jointly determined by the company’s management and the board of directors
- The company's profit distribution plan is proposed and drafted by the company's management and board of directors based on the company's profitability, capital needs, shareholder return planning, etc., and is submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors. The cash proposal will be submitted to the general meeting of shareholders for review after being reviewed and approved by the board of directors. The current dividend distribution plan shall be approved by the shareholders or their proxies attending the shareholders' meeting with more than half of the voting rights; the stock dividend distribution plan and the cash dividend distribution plan shall be approved by the majority of the voting rights held; the stock dividend distribution plan and the distribution plan combined with stocks shall be approved by the shareholders attending the shareholders' meeting or the distribution plan combining cash and stocks shall be approved by the shareholders attending the shareholders' meeting. Approved by shareholder proxies with more than 2/3 of the voting rights;
Approved by shareholders or shareholders’ proxies with more than 2/3 of the voting rights; 2. When the board of directors considers the specific profit distribution plan, it should carefully study it
- When reviewing the specific profit distribution plan, the board of directors should carefully study and demonstrate the timing, conditions and minimum proportion of the company's cash dividends, the conditions for plan adjustment and the requirements for decision-making procedures, etc. Matters such as the conditions for adjustment of independent directors and the requirements for decision-making procedures. Independent directors can solicit the opinions of minority shareholders and propose dividend proposals, and can directly solicit the opinions of minority shareholders and propose dividend proposals, and directly submit them to the board of directors for review. The audit committee shall submit the cash points implemented by the board of directors to the board of directors for review. The Board of Supervisors supervises the Board of Directors’ implementation of the cash dividend policy and shareholder return plan, as well as whether it implements the corresponding decision-making procedures, policies and shareholder return plans, and whether it implements the corresponding decision-making procedures and information disclosure. Audit committee found directors
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Supervise information disclosure and other situations. If the Board of Supervisors discovers that the Board of Directors has failed to strictly implement the cash dividend policy and shareholder return plan, has failed to strictly implement the corresponding decision-making procedures, or failed to truthfully, accurately, and completely implement the corresponding decision-making procedures, or failed to make corresponding information disclosure truthfully, accurately, and completely, it should issue a clear opinion and urge information disclosure. It must be corrected in a timely manner; the dividend distribution plan can be corrected only after it has been reviewed and approved by the board of directors; the dividend distribution plan can only be submitted to the general meeting of shareholders for review after being reviewed and approved by the board of directors;
When making decisions and forming a profit distribution plan, the board of directors must record the details in detail.
When the board of directors makes decisions and forms the profit distribution plan, it must record in detail the key points of the speeches of the participating directors, the voting status of the board of directors, etc., and form a written record to be properly kept as the company's archives; 4. The audit agency shall issue explanatory notes on the company's financial report and retain them.
If the audit institution issues an explanatory note, a qualified opinion, an audit report with a disclaimer of opinion or a negative opinion on the company's financial report, the company's board of directors shall explain to the general meeting of shareholders the relevant matters that caused the audit institution to issue the above opinion and the impact on the company's financial status and operating conditions. If the matter has a direct impact on current profits, the SBA will provide an explanation. If the matter has a direct impact on the profits of the current period, the company's board of directors should determine the profit distribution plan based on the low-end principle; the company's board of directors should determine the profit distribution plan based on the low-end principle; 5. When the shareholders review the specific cash dividend plan, they should
When the general meeting of shareholders deliberates on the specific cash dividend plan, it should actively communicate with shareholders, especially small and medium-sized shareholders, through multiple channels (including but not limited to providing online voting, inviting small and medium-sized shareholders to participate in meetings, etc.), fully listen to the opinions and demands of small and medium-sized shareholders, and fully listen to the opinions and demands of small and medium-sized shareholders. Respond to issues of concern to small and medium-sized shareholders in a timely manner.
And promptly respond to questions of concern to small and medium-sized shareholders. (8) Information disclosure matters regarding profit distribution
(8) Information disclosure matters related to profit distribution 1. The company should disclose the profit distribution plan and provident fund in regular reports
- The company should disclose the profit distribution plan, the content and implementation status of the plan for converting public reserve funds into share capital in regular reports;
Contents and implementation of the share capital transfer plan; 2. The company’s profits for the year, the management and the board of directors have not proposed or drafted the current
- If the company makes profits that year, but the management and board of directors have not proposed or drafted a cash dividend plan, the reasons shall be summarized and disclosed in the periodic report. If the cash dividend plan is included, the reasons shall be summarized and disclosed in the periodic report, including the reasons for not distributing dividends, the use of funds not used for dividends retained by the company, and the purpose and use plan of the funds not used for dividends retained by the company.
usage and usage plans. (9) Principles for adjustment of profit distribution policy
(9) Principle of adjustment of profit distribution policy The company shall adjust the profit distribution policy based on the production and operation situation, investment plan, long-term development needs or due to major changes in the external operating environment and its own operating conditions. The adjusted profit distribution policy shall be the adjusted profit distribution policy. Do not violate relevant laws, regulations, normative documents and the provisions of this Articles of Association. Do not violate relevant laws, regulations, normative documents and the provisions of this Articles of Association. Proposals regarding adjustments to profit distribution policies, as determined by independent directors. Proposals on adjusting the profit distribution policy shall be issued by the Board of Supervisors and submitted to the shareholders' meeting for deliberation after the specific cash dividend plan may damage the rights of the company or small and medium-sized shareholders. More than 2/3 passed.
(10) The Board of Supervisors should supervise the implementation of the company's profit distribution policy and shareholder return planning by the board of directors and management and the decision-making procedures, and should supervise the implementation of the company's profit distribution policy and shareholder return planning by the board of directors and management, and should issue special explanations and opinions on the implementation of relevant policies and plans. Issue special explanations and opinions on the implementation of relevant policies and plans.
(11) After the company's shareholders' meeting makes a resolution on the profit distribution plan, the company's board of directors must complete the distribution of dividends (or (or shares) within 2 months after the shareholders' meeting is held).
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Section 2 Internal Audit Section 2 Internal Audit
Article 185: The company implements an internal audit system, with full-time personnel. Article 170: The company implements an internal audit system, clarifies the internal audit personnel, and the leadership structure, responsibilities and authority, staffing, and fund guarantee supervision for the internal audit of the company's financial revenue and expenditure and economic activities. obstacles, application of audit results and accountability, etc.
The company's internal audit system is implemented after approval by the board of directors and disclosed to the outside world.
Dew.
Article 186 The Company’s Internal Audit System and Audit Personnel Responsibilities Article 171 The Company’s internal audit institution’s responsibilities for the Company’s business activities shall be implemented with the approval of the Board of Directors. The person in charge of the audit is responsible for and reports to the Board of Supervisors on board of directors, risk management, internal control, financial information and other matters. Supervision and inspection.
New Article 172: The internal audit institution is responsible to the board of directors. The internal audit institution shall accept the supervision and guidance of the audit committee during the supervision and inspection of the company's business activities, risk management, internal control, and financial information. The internal audit institution discovered relevant major issues
or clues, should be reported directly to the Audit Committee immediately. New Article 173: The internal audit institution is responsible for the specific organization and implementation of the company's internal control evaluation. Based on the evaluation report and related information issued by the internal audit institution and reviewed by the audit committee, the company
Issue annual internal control evaluation report.
Newly added Article 174: When the audit committee communicates with external audit units such as accounting firms and national audit agencies, the internal audit agency
Institutions should actively cooperate and provide necessary support and collaboration.
New Article 175: The audit committee participates in the assessment of the person in charge of internal audit.
Section 3 Appointment of Accounting Firm Section 3 Appointment of Accounting Firm
Article 187 The company hires an accounting firm that complies with the provisions of the "Securities Law". Article 176 The company hires an accounting firm that complies with the provisions of the "Securities Law" to carry out accounting statement audit, net asset verification and other related consulting services. From the end of the annual general meeting of shareholders to the end of the next annual general meeting of shareholders,
Stop, can be renewed.
Article 188 The company's appointment of an accounting firm must be made by the shareholders. Article 177 The company's appointment and dismissal of an accounting firm shall be decided by the shareholders' meeting. The board of directors shall not appoint an accounting firm before the shareholders' meeting decides. The board of directors shall not appoint an accounting firm prior to the decision of the shareholders' meeting, except as provided in these Articles of Association. Law Firm.
Article 189 The Company guarantees to provide true and complete accounting vouchers, accounting books, financial accounting reports and other accounting information to the hired accounting firm, and shall not refuse, conceal or make false statements. Reports and other accounting information must not be rejected, concealed, or misrepresented.
Article 190 The accounting firm hired by the company shall enjoy the following rights: Delete
List of rights:
(1) Check the company’s books, records or vouchers at any time, and have
The director, general manager or other senior management personnel of the company have the right to request
Provide relevant information and instructions;
(2) Require the company to take all reasonable measures to collect funds from its subsidiaries
Obtain the information and opinions necessary for the accounting firm to perform its duties
Ming;
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(3) Attend shareholders' meetings, obtain meeting notices or other information related to the meeting that any shareholder is entitled to receive, and speak at any shareholders' meeting on matters involving the accounting firm of the company.
Article 191 If there is a vacancy in the position of an accounting firm, the board of directors may appoint an accounting firm to fill the vacancy before the shareholders' meeting, but it shall be confirmed by the next shareholders' meeting. However, if the company has other accounting firms in office during the vacancy, those accounting firms can still act.
If the general meeting of shareholders intends to pass a resolution to appoint a non-incumbent accounting firm to fill any vacancies in the accounting firm position, or to re-appoint an accounting firm appointed by the board of directors to fill a vacancy, or to dismiss an accounting firm whose term has not expired, the following provisions shall be complied with:
(1) Proposals related to appointment or dismissal shall be sent to the accounting firm to be appointed or to be resigned or to the accounting firm that has resigned in the relevant accounting year before the notice of the general meeting of shareholders is issued. Resignation includes dismissal, resignation and resignation.
(2) If the outgoing accounting firm makes a written statement and requires the company to inform shareholders of the statement, the company shall take the following measures unless it receives the written statement too late:
The accounting firm stating that it is resigning has made a statement in the notice issued for making the resolution;
Send a copy of the statement to shareholders as an attachment to the notice in the manner specified in the articles of association.
(3) If the company fails to send the statement from the relevant accounting firm in accordance with the provisions of item (2) above, the relevant accounting firm may request that the statement be read out at the shareholders' meeting, and may further lodge an appeal.
(4) The outgoing accounting firm has the right to attend the following meetings:
The general meeting of shareholders at which the term of office shall expire;
A general meeting of shareholders to fill the vacancy caused by his dismissal;
A general meeting of shareholders convened due to his voluntary resignation.
The outgoing accounting firm has the right to receive all notices of the aforementioned meetings or other information related to the meetings, and to speak at the aforementioned meetings on matters involving it as the company's former accounting firm.
Article 192 Regardless of the terms of the contract between the accounting firm and the company, the shareholders' meeting may, before the expiration of the term of any accounting firm, pass an ordinary resolution to decide to dismiss the accounting firm before the expiration of the term of the accounting firm. If the relevant accounting firm is dismissed from the company, it will be dismissed from the company. If the accounting firm concerned has the right to claim compensation from the Company due to dismissal, the relevant rights will not be affected by this. The right to claim compensation shall not be affected by this.
Article 193 The remuneration or fixed remuneration of an accounting firm. Article 180 The remuneration or fixed remuneration of an accounting firm shall be determined by the shareholders' meeting. The method shall be decided by the shareholders’ meeting.
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Article 194 The company dismisses or does not re-appoint an accounting firm. Article 181 When the company dismisses or does not re-appoint an accounting firm, it shall notify the accounting firm ten days in advance. The firm states its opinion. If the accounting firm proposes to resign, it shall explain to the shareholders' meeting whether there is any misconduct in the company.
Whether there is any inappropriate situation on the part of the company.
The accounting firm can use the written notice of resignation to be placed in the company's statutory
address to resign from his position. The notice shall be placed at the legal place of the company
It shall take effect on the date of the notice or the later date specified in the notice. The notice
The following statements should be included:
(1) It is believed that his resignation does not involve any matters that should be reported to the company’s shareholders or
A statement from the creditor’s account;
(2) Any statement that should explain the situation.
Within 14 days after the company receives the above mentioned written notice, it shall
Send a copy to the relevant competent authority. If the notice contains the preceding paragraph
For the statements mentioned in paragraph 2, the company shall keep a copy of the statement in
Corporation, for shareholders' inspection. Except as otherwise provided in these Articles of Association, the company also
A copy of the foregoing statement should be sent by postage-paid mail or on the company's stock certificate.
by other means permitted by the municipal and local stock exchanges to each person entitled to receive
Shareholders of the company's financial status report, the recipient's address is listed in the shareholder register
The registered address shall prevail.
If the accounting firm’s resignation notice contains any information that should be explained
If the accounting firm provides a statement of the situation, the accounting firm may request the board of directors to convene a temporary shareholder meeting.
Eastern Conference to listen to his explanation on the circumstances surrounding his resignation.
Article 195 The company hires, dismisses or does not renew the appointment of accountants Delete
Law firms shall make decisions at the general meeting of shareholders.
Chapter 9 Notices and Announcements Chapter 8 Notices and Announcements
Section 1 Notice Section 1 Notice
Article 196 The company’s notice shall be issued in the following forms: Article 182 The company’s notice shall be issued in the following forms:
(1) Send it out by a special person; (1) Send it out by a special person;
(2) Sent by mail; (2) Sent by mail, fax, email and other communication methods;
(3) By fax or email; (3) By announcement;
(4) Other forms that are in compliance with laws, administrative regulations, departmental rules, and normative regulations (4) recognized by the relevant regulatory agencies of the place where the company's shares are listed or this charter document, the listing rules and regulations of the stock exchange where the company's shares are listed.
Under the premise of this Articles of Association, the company shall publish on the website designated by the company and the stock exchange in accordance with the requirements of the Hong Kong Listing Rules; or send company communications in a manner that complies with the laws and regulations of the place of listing.
(5) By means of announcement; subject to the premise of complying with the regulations, listing rules and these Articles of Association, it can be done through the company’s instructions.
(6) In other forms as stipulated in this Article of Association; the company shall submit the company's information to the designated and/or Hong Kong Stock Exchange website or through electronic means.
(7) The company or the noticeee agrees in advance or the noticeee receives the communication and provides or sends it to H-share shareholders.
Other forms that may be approved after being informed; The corporate communications mentioned in the preceding paragraph refer to those issued or to be issued by the company for the purpose of
(8) Other forms recognized by the relevant regulatory authorities in the place where the company's shares are listed or other requirements of this Articles of Association, any H-share shareholders of the company, or other requirements required by the Hong Kong Listing Rules. Any document that a person refers to or takes action on, including but not limited to the company's provision to H-share shareholders in accordance with the requirements of the Hong Kong Listing Rules:
Before revision After revision
- The company's annual report (including the board of directors' report, the company's annual accounts, regulations and listing rules and these articles of association); the company's 2. The company's interim report and interim summary report (if applicable); communications can be provided or sent to H-share shareholders through the company's designated audit report and financial summary report (if applicable); or through the website of the Hong Kong Stock Exchange or through electronic means, subject to the laws and regulations of the place where the company is listed. 3. Meeting notice;
The corporate communications mentioned in the preceding paragraph refer to documents issued or to be issued by the company for 4. Listing;
Any H-share holder of the company or other requirements required by the Hong Kong Listing Rules 5. Circulars;
Any document that a person refers to or takes action on, including but not limited to 6. Form of appointment (the form of appointment has the meaning given by the listing rules of the exchange where the company's shares are listed:).
The company’s annual report (including the board of directors’ report, the company’s annual accounts, the auditor’s report and the financial summary report (if applicable) when issuing notices in the form of announcements when exercising the power stipulated in the Articles of Association); such announcements shall be published in accordance with the methods stipulated in the Hong Kong Listing Rules
The company’s interim report and interim summary report (if applicable); log in.
Meeting notice;
Listing documents;
Circulars;
Appointment form (the appointment form must be obtained from the exchange where the company’s shares are listed)
the meaning given by the Listing Rules).
When exercising the power specified in this Articles of Association to issue a notice in the form of an announcement,
Such announcements should be made in accordance with the methods prescribed by the Hong Kong Listing Rules
Deng.
Article 198 The notice of the company’s general meeting of shareholders shall be issued by public announcement. Article 184 The notice of the general meeting of shareholders shall be issued by the company by public announcement. Prosecution proceeds.
Article 200 Notices of meetings of the company’s board of supervisors shall be delivered by hand. Delete
by mail, fax or email. But for tight
Extraordinary meetings of the Board of Supervisors convened for urgent reasons shall be otherwise stipulated in these Articles of Association
Except.
Article 202 If a meeting notice is not sent to a person who is entitled to be notified due to accidental omission, Article 187 If a meeting notice is not sent to a person who is entitled to be notified or such person does not receive the meeting notice due to accidental omission, the resolutions passed at the meeting will not be invalid. The meeting and the resolutions passed at the meeting are not therefore invalid. Article 203 If the listing rules of the place where the company’s shares are listed require public disclosure Delete
The company sends, mails, distributes, issues, and publishes the documents in English and Chinese.
publish or otherwise provide company-related documents, if the company has
Make appropriate arrangements to determine whether its shareholders wish to receive only English versions or
Only Chinese versions are expected to be collected, and as permitted by applicable laws and regulations
To the extent and in accordance with applicable laws and regulations, the Company may (according to the Shareholders
Willingness to explain) Send only English version or only Chinese version to relevant shareholders
text.
Section 2 Announcement Section 2 Announcement
Article 204: The company adopts laws, regulations or the media selected by the company. Article 188: The company adopts laws, regulations or the media selected by the company, designates at least one newspaper and one website to issue company announcements and other information that needs to be disclosed to domestic shareholders. If company announcements and other announcements required by the articles of association are made to H-share shareholders based on the Exchange website (www.hkexnews.hk), the relevant announcements should also require disclosure of information.
Published in accordance with the methods prescribed by the Hong Kong Listing Rules.
Information disclosed by the company in other public media must not precede the designated newspaper
Before revision After revision
and designated websites, and shall not be used in other forms such as press releases or answering reporters’ questions.
form in lieu of company announcements.
The board of directors has the right to decide to adjust the determined media for company information disclosure, but
It should be ensured that the designated information disclosure media complies with relevant domestic and Hong Kong regulations.
Laws, regulations, China Securities Regulatory Commission, overseas regulatory agencies and companies
Qualifications and conditions stipulated by the stock exchange where the stock is listed.
Chapter 10 Mergers, Splits, Capital Increases, Capital Reductions, Dissolutions and Liquidations Chapter 9 Mergers, Splits, Capital Increases, Capital Reductions, Dissolutions and Liquidations
Section 1 Mergers, Splits, Capital Increases and Capital Reductions Section 1 Mergers, Splits, Capital Increases and Capital Reductions
Article 206 The merger or division of a company shall be carried out by the directors of the company. Article 191 The merger or division of a company shall be carried out by the company's board of directors. After it is adopted in accordance with the procedures stipulated in these articles of association, the board of directors shall propose a plan in accordance with the law. After it is adopted in accordance with the procedures stipulated in these articles of association, the relevant approval procedures shall be handled in accordance with the law. Shareholders who oppose the company's merger or division plan must go through the relevant approval procedures. Shareholders who oppose the company's merger or division plan have the right to demand the company or shareholders who agree to the company's merger or division plan to purchase their shares at a fair price. Internal shareholders who have resolved to merge or split the company shall purchase their shares at a fair price. Decisions on company mergers and divisions shall be prepared in special documents for shareholders to review. The contents of the meeting shall be prepared into special documents for shareholders to review.
For H-share shareholders of Hong Kong-listed companies, the above-mentioned documents shall also be served by mail or other methods permitted by the Hong Kong Stock Exchange. Delivery by mail or other methods permitted by the Hong Kong Stock Exchange. Article 207 When a company merges, the merging parties shall sign a merger agreement. Article 192 When a company merges, the merging parties shall sign a contract agreement and prepare a balance sheet and property list. The company should enter into a merger agreement and prepare a balance sheet and property list. The company shall notify creditors within 10 days from the date of making the merger resolution, and shall notify creditors within 10 days from the date of making the merger resolution, and shall announce at least three times in the information disclosure media within 30 days. The creditor shall make an announcement in one or more newspapers that meet the requirements of laws and regulations or within 30 days from the date of receipt of the notice. If the creditor has not received the notice, the creditor shall make an announcement on the National Enterprise Credit Information Publicity System.
Within 45 days from the date of receipt of the notice, the company may be required to pay off its debts or provide corresponding guarantees. If the creditor fails to receive the notice within 30 days from the date of receipt of the notice. Within 45 days from the date of announcement, the company may be required to pay off debts or
Provide corresponding guarantees.
Article 208 When a company merges, the claims and debts of the parties shall be merged. Article 193 When a company merges, the claims and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger. The obligations shall be inherited by the surviving company after the merger or the newly established company. Article 209 When a company is divided, its property shall be divided accordingly. Article 194 When a company is divided, its property shall be divided accordingly. When a company is divided, a balance sheet and property list must be prepared. Company When a company is divided, it must prepare a balance sheet and property list. The company shall notify its creditors within 10 days from the date of making the split-up resolution and make an announcement on the information disclosure media at least three times within 30 days. within one or more newspapers that comply with legal and regulatory requirements or
Announcement from the National Enterprise Credit Information Publicity System.
New Article 196: The company will reduce its registered capital and prepare a balance sheet and property list.
The company shall notify creditors within 10 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital, and shall make an announcement on the information disclosure media or the national enterprise credit information disclosure system within 30 days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received. When a company reduces its registered capital, it shall reduce its capital contribution or shares accordingly in proportion to the shares held by shareholders, unless otherwise stipulated by law or these Articles of Association.
except specified
Added Article 197: The company shall comply with Article 164 of these Articles of Association
If there is still a loss after making up for the loss according to the provisions of Paragraph 2, the loss can be reduced. Before revision After revision
Registered capital makes up for losses. If the registered capital is reduced to make up for losses, the company shall not distribute to shareholders, nor may it exempt shareholders from their obligation to pay capital contributions or share payments.
If the registered capital is reduced in accordance with the provisions of the preceding paragraph, the provisions of Paragraph 2 of this Article shall not apply, but an announcement shall be made on the information disclosure media or the national enterprise credit information disclosure system within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital.
After the company reduces its registered capital in accordance with the provisions of the preceding two paragraphs, it shall not distribute profits until the cumulative amount of the statutory reserve fund and discretionary reserve fund reaches 50% of the company's registered capital.
Newly added Article 198: If the registered capital is reduced in violation of the Company Law and other relevant regulations, shareholders shall return the funds received, and if the shareholder's capital contribution is reduced or reduced, the original status shall be restored; if losses are caused to the company, shareholders and responsible directors and senior managers shall bear liability for compensation.
New Article 199: When a company issues new shares to increase its registered capital, shareholders do not have preemptive subscription rights, unless otherwise provided in the Articles of Association or the shareholders' meeting decides that shareholders have preemptive subscription rights.
Section 2 Dissolution and Liquidation Section 2 Dissolution and Liquidation
Article 212 The company is dissolved for the following reasons: Article 201 The company is dissolved for the following reasons:
(1) Other reasons for dissolution stipulated in these Articles arise; (1) Other reasons for dissolution stipulated in this Article occur;
(2) The shareholders’ meeting resolves to dissolve; (2) The shareholders’ meeting resolves to dissolve;
(3) Dissolution is required due to company merger or division; (3) Dissolution is required due to company merger or division;
(4) The company is declared bankrupt in accordance with the law due to its inability to pay off its due debts; (4) The business license is revoked, ordered to close down, or revoked in accordance with the law;
(5) The business license has been revoked, ordered to close or revoked in accordance with the law; (5) The company encounters serious difficulties in its operation and management, and its continued existence will
(6) If the company encounters serious difficulties in its operation and management, and its continued existence will cause heavy losses to the interests of shareholders, which cannot be resolved through other means, shareholders who hold more than 10% of the voting rights of the company may petition the people's law to dissolve the company.
Ask the People's Court to dissolve the company. If a company encounters the reasons for dissolution specified in the preceding paragraph, it shall publicize the reasons for dissolution through the national enterprise credit information publicity system within ten days. Newly added Article 202: If a company falls under the circumstances of Items (1) and (2) of Article 201 of the Articles of Association and has not yet distributed property to shareholders, it may continue to exist by amending the Articles of Association or by resolution of the shareholders' meeting.
Amending the Articles of Association or making a resolution at the shareholders' meeting in accordance with the provisions of the preceding paragraph must be approved by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting.
Article 213 If the company is dissolved due to the provisions of Items (1), (2) and (2) of the preceding Article 203 of the Articles of Association, it shall establish a liquidation group within 15 days from the date of the occurrence of the reasons for dissolution and start the liquidation. Directors are the obligors of the company's liquidation and should be counted. The liquidation team shall be composed of directors or persons determined by the general meeting of shareholders. If a liquidation group is not established within 15 days from the date of occurrence of the reasons for dissolution, creditors may apply for liquidation.
The People's Court shall designate relevant personnel to form a liquidation team to carry out liquidation. The liquidation team shall be composed of directors, unless otherwise provided in the Articles of Association or the shareholder company is dissolved due to the circumstances specified in Item (3) of the preceding article, except that the liquidation work shall be decided by a meeting to elect another person.
Before revision After revision
The parties to a merger or division shall handle the matter in accordance with the contract signed at the time of the merger or division. If the liquidation obligor fails to perform the liquidation obligations in a timely manner, the company or creditor shall be liable. If a person causes losses, he shall be liable for compensation.
If a company is dissolved due to the provisions of Item (4) of the preceding Article, the People's Court shall
In accordance with the provisions of relevant laws, organize shareholders, relevant agencies and relevant professionals to
Industry personnel set up a liquidation team to carry out liquidation.
If a company is dissolved due to the provisions of Item (5) of the preceding Article, the relevant competent authority shall
Relevant organizations shareholders, relevant agencies and relevant professionals set up a liquidation group,
Make a liquidation.
If a liquidation group is not established to carry out liquidation within the time limit, creditors may apply
The People's Court shall designate relevant personnel to form a liquidation team to carry out liquidation.
Article 214 If the board of directors decides to liquidate the company (delete for official reasons)
(Except where the company declares bankruptcy and is liquidated), the shareholders shall be summoned for this purpose
In the notice of the general meeting, it is stated that the board of directors has made a review of the company's status.
A comprehensive investigation is conducted and the company is deemed to be in liquidation 12 months after the commencement of the
All the company's debts will be paid off within the period.
After the shareholders’ meeting passes the resolution to liquidate, the company’s board of directors
The authority is terminated immediately.
The liquidation committee shall follow the instructions of the general meeting of shareholders and report to shareholders at least every year
The general meeting reports on the income and expenses of the liquidation committee, the company's business and
progress of the liquidation and make a final report to the general meeting of shareholders at the end of the liquidation
sue.
Article 215 The liquidation team shall exercise the following powers during the liquidation period: Article 204 The liquidation team shall exercise the following powers during the liquidation period:
(1) Clean up the company's property and prepare a balance sheet and property list respectively. (1) Clean up the company's property and prepare a balance sheet and property list respectively; list;
(2) Notify and announce creditors; (2) Notify and announce creditors;
(3) Handle the company’s unfinished business related to liquidation; (3) Handle the company’s unfinished business related to liquidation;
(4) Pay the taxes owed and the taxes incurred during the liquidation process; (4) Pay the taxes owed and the taxes incurred during the liquidation process;
(5) Settlement of claims and debts; (5) Settlement of claims and debts;
(6) Dispose of the company’s remaining property after paying off its debts; (6) Distribute the company’s remaining property after paying off its debts;
(7) Participate in civil litigation activities on behalf of the company. (7) Participate in civil litigation activities on behalf of the company.
Article 216 The liquidation team shall notify creditors within 10 days from the date of establishment. Article 205 The liquidation team shall notify creditors within 10 days from the date of establishment, and shall notify the creditors within 60 days on the information disclosure media, and notify the creditors at least three times within 60 days on the information disclosure media or the state. The creditor shall make an announcement on the enterprise credit information disclosure system within 30 days from the date of receipt of the notice. Creditors shall report their claims to the liquidation team within 45 days from the date of announcement if they have received a notice or within 30 days from the date of notification to the liquidation team. If they have not received a notice, they shall report their claims within 45 days from the date of announcement. Within days, declare its claims to the liquidation team.
When a creditor declares a creditor's right, he shall explain the relevant matters of the creditor's right and provide supporting materials. The liquidation team shall register the claims. Provide supporting materials. The liquidation team shall register the claims.
During the period of reporting claims, the liquidation team shall not pay off creditors. During the period of reporting claims, the liquidation team shall not pay off creditors.
Article 217 The liquidation team shall formulate a liquidation plan after liquidating the company's property and preparing a balance sheet and property list. After liquidating the company's property and preparing a balance sheet and property list, the liquidation team shall formulate a liquidation plan and submit it to the shareholders' meeting or the people's court for confirmation. be confirmed by the meeting or the people's court.
The company's property is used to pay liquidation expenses, employees' wages, social insurance fees and statutory compensations, pay taxes owed, pay off the company's insurance premiums and statutory compensation, pay taxes owed, and pay off the company.
Before revision After revision
The remaining property after debts shall be distributed by the company according to the proportion of shares held by shareholders. distribute.
During the liquidation period, the company continues to exist, but it cannot carry out business activities unrelated to the liquidation. During the liquidation period, the company continues to exist, but it cannot carry out business activities unrelated to the liquidation. The company's property may not be divided into business activities before it is paid off in accordance with the provisions of the preceding paragraph.
Allotment to shareholders. The company's property will not be distributed to shareholders before it is paid off in accordance with the provisions of the preceding paragraph.
East.
Article 218 If the company is liquidated due to dissolution, the liquidation team is in the process of liquidation. Article 207 After the liquidation team has cleared the company's property, compiled the assets and liabilities of the company's properties, and prepared the balance sheet and property list, and after discovering the public debt statement and property list, if it finds that the company's property is insufficient to pay off its debts, it shall apply to the People's Court for bankruptcy liquidation in accordance with the law.
Declared bankruptcy. After the people's court accepts the bankruptcy application, the liquidation team shall hand over the liquidation affairs to the bankruptcy administrator designated by the people's court.
Transfer settlement matters to the People's Court.
Article 219 After the liquidation of the company is completed, the liquidation team shall prepare a liquidation report, as well as an income and expenditure statement and financial account books during the liquidation period. After the interim report is submitted, it shall be submitted to the shareholders' meeting or the People's Court for confirmation, and submitted to the certified public accountant of the company's country for verification, and then reported to the shareholders' meeting or the People's Court to confirm the registration authority and apply for deregistration of the company.
recognize. The liquidation committee shall start from the date of confirmation by the shareholders’ meeting or the people’s court.
Within 30 days, submit the aforementioned documents to the company registration authority and apply for registration.
Register the company and announce the company’s termination.
Article 220: Members of the liquidation team shall be loyal to their duties and perform their duties in accordance with the law. Article 209: Members of the liquidation team shall perform liquidation duties and have the obligation to liquidate faithfully. Obligations and Duties of Diligence.
Members of the liquidation team shall not take advantage of their authority to accept bribes or other illegal collections. Members of the liquidation team shall not misappropriate company property if they neglect to perform their liquidation duties and cause losses to the company. shall bear liability for compensation; if a member of the liquidation group causes losses to the company or creditors intentionally or through gross negligence, he or she shall bear liability for compensation.
Those who cause losses shall bear liability for compensation.
Chapter 11 Modification of the Articles of Association Chapter 10 Modification of the Articles of Association
Article 222 The company shall delete in accordance with laws, regulations and the provisions of this Articles of Association.
If determined, this Articles of Association may be modified.
Article 223 If one of the following circumstances occurs, the company shall amend its Articles of Association. Article 211 If any of the following circumstances occurs, the company shall amend its articles of association: Articles of Association:
(1) After the "Company Law" or relevant laws and administrative regulations are revised, the matters stipulated in the articles of association conflict with the provisions of the revised laws and administrative regulations; conflict with the provisions of the revised laws and administrative regulations;
(2) The company's situation changes and the matters recorded in the articles of association are inconsistent with the matters recorded in the articles of association;
(3) The general meeting of shareholders decides to amend the articles of association. (3) The shareholders' meeting decides to amend the articles of association.
Article 224 Amendments to the Articles of Association passed by the resolution of the shareholders' meeting Article 212 If the amendments to the articles of association passed by the resolution of the shareholders' meeting are subject to review and approval by the competent authority, they must be reported to the competent authority for approval; if they involve matters that are subject to review and approval by the competent authority, they must be reported to the competent authority for approval; if they involve company registration matters, change registration must be handled in accordance with the law. If there are matters registered with the company, the change registration shall be handled in accordance with the law.
Article 225 The Board of Directors amends the Articles of Association in accordance with the shareholders' meeting. Article 213 The Board of Directors modifies the Articles of Association in accordance with the resolution of the shareholders' meeting to amend the Articles of Association and the approval opinions of the relevant competent authorities. The Articles of Association shall be revised according to the approval opinions of the relevant competent authorities.
Chapter 12 Supplementary Provisions Chapter 11 Supplementary Provisions
Article 227 Interpretation Article 215 Interpretation:
(1) Controlling shareholder refers to the ordinary shares (including voting rights) held by it.
Before revision After revision
Restored preference shares) accounting for more than 50% of the company's total share capital; or shareholders who hold proportional shares; although the proportion of shares held is less than 50%, the voting rights enjoyed by the shares held by them are sufficient to have a significant impact on the resolutions of the shareholders' meeting. Shareholders whose resolutions have a significant impact. (2) Actual controller refers to the person who controls the company through investment relationship, agreement or
(2) Actual controller refers to a natural person or legal person who, although not a shareholder of the company, can actually control the company's behavior through other arrangements, can actually control the company or other organizations through investment relationships, agreements or other arrangements.
The person who acts. (3) Related relationships refer to the company’s controlling shareholders, actual controllers,
(3) Related relationships refer to the relationships between the company’s controlling shareholders, actual controllers, directors, and senior managers and the directors, supervisors, and senior managers of the companies they directly or indirectly control, as well as the relationships between other related companies that may lead to the transfer of the company’s interests, as well as the relationships that may lead to the transfer of the company’s interests. However, the relationship between state-controlled enterprises is not only due to the fact that they share the same state. However, state-controlled enterprises are related not only because of their common holding.
It is controlled by the state and has a related relationship.
(4) External guarantee refers to the guarantee provided by the company to others, including
Including the company's guarantee for its holding subsidiaries.
(5) The total amount of external guarantees of the company and its holding subsidiaries refers to the
The company’s total external guarantees, including the company’s guarantees for its holding subsidiaries
and the total amount of external guarantees provided by the company’s holding subsidiaries.
Article 228 The Board of Directors may formulate articles of association in accordance with the provisions of the Articles of Association. Article 216 The Board of Directors may formulate detailed rules of association in accordance with the provisions of the Articles of Association. The articles of association shall not conflict with the provisions of the articles of association. Program details. The articles of association shall not conflict with the provisions of the articles of association.
Article 229: These Articles of Association are written in Chinese. Article 217: This Article of Association is written in Chinese. If there is any discrepancy between the Articles of Association in any other language or different versions and the Articles of Association, the Chinese version of the Articles of Association shall prevail. The Chinese version of the Articles of Association after the latest registration approval by the registration authority shall prevail.
Article 230 The terms "above" and "below" in this Article include the original number. Article 218 The terms "above" and "within" used in this Article include the original number; "less than" and "more than" do not include the original number. Number; "over", "beyond", "under" and "over" do not include the number.
Article 231 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association. Article 219 The Board of Directors of the Company shall be responsible for the interpretation of the Articles of Association. It shall take effect from the date of approval by the general meeting of shareholders. From the effective date of this Articles of Association,
The original articles of association of the company shall automatically become invalid.
Article 232 The attachments to this Articles of Association include the Rules of Procedure for the Shareholders’ Meeting. Article 220 The attachments to this Articles of Association include the Rules and Regulations for the Shareholders’ Meeting, the Rules of Procedure for the Board of Directors and the Rules of Procedure for the Board of Supervisors. Rules of Procedure of the Board of Directors.
Board of Directors of Shenzhen Hepalink Pharmaceutical Group Co., Ltd.
November 24, 2025