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Huatai Securities Co., Ltd

Pre-Annual General Meeting Information Sep 26, 2025

10502_egm_2025-09-26_1bcf9c5a-01ea-4315-8e5f-6dc4aba1141f.pdf

Pre-Annual General Meeting Information

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NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the EGM will be held at Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Friday, October 17, 2025 at 2:40 p.m. to consider the following issues (special resolutions marked with *):

Resolutions

    1. To consider and approve the 2025 interim profit distribution of the Company
    1. *To consider and approve the amendments to the Articles of Association of Huatai Securities Co., Ltd.
    1. *To consider and approve the amendments to the Rules of Procedure for General Meeting of Huatai Securities Co., Ltd.
    1. *To consider and approve the amendments to the Rules of Procedure of the Board Meetings of Huatai Securities Co., Ltd.
    1. *To consider and approve matters in relation to the dissolution of the Supervisory Committee

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"A Share Class Meeting" the 2025 Second A Share Class Meeting to be held by the
Company
at
Conference
Room,
Renaissance
Nanjing
Olympic
Centre
Hotel,
No.
139
Aoti
Street,
Jianye
District, Nanjing, Jiangsu Province, the PRC on Friday,
October 17, 2025 at 2:40 p.m. (or immediately after the
conclusion of the EGM or its adjourned meeting thereof)
"A Share(s)" domestic share(s) of the Company, with a nominal value
of RMB1.00 each, which are subscribed for or credited as
paid up in Renminbi and are listed for trading on the
Shanghai Stock Exchange
"Articles of Association" the articles of association of the Company, as amended,
supplemented or otherwise modified from time to time
"Board" or "Board of the
Company"
the board of directors of the Company
"Class Meetings" the A Share Class Meeting and the H Share Class Meeting
"Company" a
joint
stock
company
incorporated
in
the
PRC
with
limited liability under the corporate name
華泰證券股份
有限公司 (Huatai Securities Co., Ltd.), converted from
its predecessor
華泰證券有限責任公司 (Huatai Securities
Limited
Liability
Company)
on
December
7,
2007,
carrying on business in Hong Kong as "HTSC", and was
registered as a registered non-Hong Kong company under
Part 16 of the Companies Ordinance under the Chinese
approved
name
of
"華泰六八八六股份有限公司"
and
English name of "Huatai Securities Co., Ltd."; the H
Shares of which have been listed on the main board of the
Hong Kong Stock Exchange since June 1, 2015 (Stock
Code: 6886); the A Shares of which have been listed on
the Shanghai Stock Exchange since February 26, 2010
(Stock Code: 601688); the global depository receipts of
which have been listed on the London Stock Exchange
plc since June 2019 (Symbol: HTSC), unless the context
otherwise requires, including its predecessor
"Company Law" the Company Law of the People's Republic of China (as
amended, supplemented or otherwise modified from time
to time)

DEFINITIONS

"CSRC" the China Securities Regulatory Commission (中國證券
監督管理委員會)
"Director(s)" the director(s) of the Company
"EGM" the 2025 first extraordinary general meeting to be held by
the Company at Conference Room, Renaissance Nanjing
Olympic
Centre
Hotel,
No.
139
Aoti
Street,
Jianye
District, Nanjing, Jiangsu Province, the PRC on Friday,
October 17, 2025 at 2:40 p.m.
"GDR" global depositary receipt
"Group" the Company and its subsidiaries, and their respective
predecessors
"H Share(s)" foreign share(s) in the share capital of the Company with
a nominal value of RMB1.00 each, which are subscribed
for and traded in HK dollars and are listed on the Hong
Kong Stock Exchange
"H Share Class Meeting" the 2025 Second H Share Class Meeting to be held by the
Company
at
Conference
Room,
Renaissance
Nanjing
Olympic
Centre
Hotel,
No.
139
Aoti
Street,
Jianye
District, Nanjing, Jiangsu Province, the PRC on Friday,
October 17, 2025 at 2:40 p.m. (or immediately after the
conclusion of the EGM and the A Share Class Meeting or
any adjourned meeting thereof)
"HK dollar(s)" Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong" or "HK" the
Hong
Kong
Special Administrative
Region
of
the
PRC
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited
"Independent Non-executive
Director(s)"
the
independent
non-executive
Director(s)
of
the
Company
"Latest Practicable Date" September 23, 2025, being the latest practicable date for
the purpose of ascertaining certain information contained
in this circular prior to its publication

DEFINITIONS

"Listing Rules" the
Rules
Governing
the
Listing
of
Securities
on
the
Hong Kong Stock Exchange, as amended, supplemented
or otherwise modified from time to time
"PBOC" the People's Bank of China
"PRC" or "China" the
People's
Republic
of
China,
excluding,
for
the
purposes
of
this
circular,
Hong
Kong,
Macau
Special
Administrative Region and Taiwan
"RMB" or "Renminbi" Renminbi, the lawful currency of the PRC
"Rules of Procedure of the Board
Meetings"
the Rules of Procedure of the Board Meetings of Huatai
Securities
Co.,
Ltd.,
as
amended,
supplemented
or
otherwise modified from time to time
"Rules of Procedure for General
Meeting"
the Rules of Procedure for General Meeting of Huatai
Securities
Co.,
Ltd.,
as
amended,
supplemented
or
otherwise modified from time to time
"Securities Law" the Securities Law of the People's Republic of China (as
amended, supplemented or otherwise modified from time
to time)
"SFO" the Securities and Futures Ordinance (Chapter 571 of the
Laws
of
Hong
Kong),
as
amended,
supplemented
or
otherwise modified from time to time
"Share(s)" the ordinary share(s) in the capital of the Company with
a nominal value of RMB1.00 each, comprising A Shares
and H Shares
"Shareholder(s)" the holder(s) of the Share(s)
"Supervisor(s)" the supervisor(s) of the Company
"Supervisory Committee" the supervisory committee of the Company
"USD" United States dollars, the lawful currency of the United
States
"%" per cent

MATTERS TO BE RESOLVED AT THE EGM AND/OR THE CLASS MEETINGS

1. 2025 Interim Profit Distribution

At the EGM, an ordinary resolution will be proposed to approve the 2025 interim profit distribution.

According to the 2025 half-year financial statements of the Group, the net profit attributable to shareholders of the listed company for the first half of 2025 was RMB7,549,447,367.16, among which the net profit of the parent company reached RMB4,976,977,291.31.

Pursuant to the relevant requirements of the Shanghai Stock Exchange, listed companies should determine the profit distribution based on the undistributed profit presented in the financial statements of the parent company as at the end of the period. According to relevant requirements of the Company Law, the Securities Law and other laws and regulations as well as the Articles of Association, after the parent company had appropriated 10% for statutory surplus reserve, 10% for general risk reserve and 10% for trading risk reserve of RMB1,493,093,187.39 in total from the net profit realised during the period, the profit available for distribution for the half year was RMB3,483,884,103.92. In consideration of the balance of undistributed profit in previous years, as of June 30, 2025, the undistributed profit presented in the financial statements of the parent company as at the end of the period was RMB25,685,272,250.79.

According to the relevant requirements of the CSRC, gains arising from the fair value changes in distributable profit of securities companies shall not be used for cash distribution to shareholders. As of the end of June 2025, the accumulated fair value changes in distributable profit of the parent company were RMB1,206,500,038.62, after deduction of which as required, the profit of the parent company available for distribution to investors in cash amounted to RMB24,478,772,212.17.

After comprehensive consideration of factors such as the interests of Shareholders and the development of the Company, the 2025 interim profit distribution plan of the Company is proposed as follows:

  1. The Company will distribute cash dividend of RMB0.15 (tax inclusive) per Share based on the Company's total share capital as of June 30, 2025 of 9,027,302,281 shares after deducting 438,495 A Shares repurchased and cancelled (i.e. on the basis of 9,026,863,786 shares), with the total cash dividend of RMB1,354,029,567.90 (tax inclusive), representing 17.94% of net profit attributable to the shareholders of the listed company in the consolidated statements for the first half of 2025.

If the total share capital of the Company changes as a result of repurchase and cancellation of Shares granted in the equity incentive during the period from the disclosure date of this plan to the record date of the implementation of the dividend distribution, the Company intends to maintain the distribution amount per Share unchanged and adjust the total distribution accordingly. The remaining profits available for distribution to investors will be carried forward to the next accounting period.

  1. Cash dividend is denominated and declared in Renminbi, and paid to holders of A Shares (including the depositary of GDRs) and the investors of Southbound Trading in Renminbi and to holders of H Shares (excluding the investors of Southbound Trading) in HK dollars or Renminbi. The actual distribution amount in HK dollars shall be calculated at the average basic exchange rate of Renminbi against HK dollars published by the PBOC five business days prior to the date of the 2025 first extraordinary general meeting.

The Company will make further notice on the record date and the book closure date for such dividend distribution.

The resolution was considered and approved by the Board and the Supervisory Committee on August 29, 2025, and is now submitted to the EGM for its consideration and approval. Upon the approval at the EGM, the Company will distribute the 2025 interim cash dividend to its Shareholders according to the distribution plan within two months from the date of convening the EGM.

2. Amendments to the Articles of Association

At the EGM, a special resolution will be proposed to approve the amendments to the Articles of Association.

Reference is made to the announcement of the Company dated August 29, 2025 in relation to the Board's proposed amendments to the Articles of Association.

Given that the Special Provisions of the State Council for the Share Offerings and Listings Overseas of Joint Stock Limited Companies (《國務院關於股份有限公司境外募集股 份及上市的特別規定》) and the Notice on Implementation of the Mandatory Provisions of Articles of Association of Companies that List Overseas (《關於執行<到境外上市公司章程必 備條款>的通知》) have been abolished, and the newly revised Company Law has taken into effect, the Company proposes to amend certain articles of the existing Articles of Association in accordance with the relevant requirements of relevant laws, regulations and normative documents, such as the currently effective Securities Law, the Measures for the Supervision and Administration of Directors, Supervisors, Senior Management Officers and Practitioners of Securities Fund Operating Institutions (《證券基金經營機構董事、監事、高級管理人員及從 業人員監督管理辦法》), the Measures for the Administration of Independent Directors of Listed Companies (《上市公司獨立董事管理辦法》), the Corporate Governance Rules for Securities Companies (《證券公司治理準則》), the Code of Corporate Governance for Listed Companies (《上市公司治理準則》), the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》) and the Listed Company Regulatory Guideline No. 3 – Cash Dividends of Listed Companies (《上市公司監管指引第3號–上市公司現金分紅》) of the CSRC, and the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (《上 海證券交易所股票上市規則》), the Listing Rules, the Implementation Rules for the Integrity Practices of Securities Firms and Their Staff (《證券經營機構及其工作人員廉潔從業實施細 則》), the Securities Industry Code of Conduct (《證券行業誠信準則》) and the Regulation on Comprehensive Risk Management of Securities Companies (《證券公司全面風險管理規範》) of the Securities Association of China, as well as the actual situation of the Company. Meanwhile, it is proposed to authorize the management of the Company to handle matters such as the filing of changes in certain provisions of the Articles of Association.

Details of the proposed amendments to the Articles of Association and basis of amendments are set out in Appendix I to this circular.

This resolution was considered and approved by the Board on August 29, 2025 and is hereby proposed at the EGM and the Class Meetings for consideration and approval.

3. Amendments to the Rules of Procedure for General Meeting

At the EGM, a special resolution will be proposed to approve the amendments to the Rules of Procedure for General Meeting.

Given that the Special Provisions of the State Council for the Share Offerings and Listings Overseas of Joint Stock Limited Companies and the Notice on Implementation of the Mandatory Provisions of Articles of Association of Companies that List Overseas have been abolished, and the newly revised Company Law has taken into effect, the Company proposes to amend certain articles of the existing Rules of Procedure for General Meeting in accordance with the relevant requirements of relevant laws, regulations and normative documents, such as the currently effective Guidelines for the Articles of Association of Listed Companies, the Rules for Shareholders' Meetings of Listed Companies (《上市公司股東會規則》) and the Listed Company Regulatory Guideline No. 3 – Cash Dividends of Listed Companies of the CSRC, and the Articles of Association, as well as the actual situation of the Company.

Details of the proposed amendments to the Rules of Procedure for General Meeting and basis of amendments are set out in Appendix II to this circular.

This resolution was considered and approved by the Board on August 29, 2025 and is hereby proposed at the EGM and the Class Meetings for consideration and approval.

4. Amendments to the Rules of Procedure of the Board Meetings

At the EGM, a special resolution will be proposed to approve the amendments to the Rules of Procedure of the Board Meetings.

Given that the Special Provisions of the State Council for the Share Offerings and Listings Overseas of Joint Stock Limited Companies and the Notice on Implementation of the Mandatory Provisions of Articles of Association of Companies that List Overseas have been abolished, and the newly revised Company Law has taken into effect, the Company proposes to amend certain articles of the existing Rules of Procedure of the Board Meetings in accordance with the relevant requirements of relevant laws, regulations and normative documents, such as the currently effective Measures for the Administration of Independent Directors of Listed Companies and the Guidelines for the Articles of Association of Listed Companies of the CSRC, the Shanghai Stock Exchange's Guideline for Self-regulation of Listed Companies No. 1 – Standardized Operation (《上市公司自律監管指引第1號–規範運 作》), and the Articles of Association, as well as the actual situation of the Company.

Details of the proposed amendments to the Rules of Procedure of the Board Meetings and basis of amendments are set out in Appendix III to this circular.

This resolution was considered and approved by the Board on August 29, 2025 and is hereby proposed at the EGM and the Class Meetings for consideration and approval.

5. Matters in Relation to the Dissolution of the Supervisory Committee

At the EGM, a special resolution will be proposed to approve the dissolution of the Supervisory Committee.

In order to comprehensively deepen the reform of the Supervisory Committee, drive the Company to continuously enhance its core functions and competitiveness, and achieve high-quality development, the Company proposes to dissolve the Supervisory Committee, whose functions and powers as prescribed by laws and regulations will be exercised by the Audit Committee of the Board, to simultaneously abolish the Rules of Procedures for the Supervisory Committee of Huatai Securities Co., Ltd. and to remove the Office of the Supervisory Committee in accordance with the newly revised Company Law and the Guidelines for the Articles of Association of Listed Companies of the CSRC and other relevant requirements, as well as in light of the Company's actual situation.

Supervisors of the sixth session of the Supervisory Committee of the Company shall continue to perform their duties in accordance with the relevant laws, regulations and the Articles of Association until the effective date of the change to dissolve the Supervisory Committee.

This resolution was considered and approved by the Board and the Supervisory Committee on August 29, 2025 and is hereby proposed at the EGM for consideration and approval.

NOTICE OF THE 2025 SECOND A SHARE CLASS MEETING

NOTICE OF THE 2025 SECOND A SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2025 second A share class meeting of theCompany(the " A Share Class Meeting") will be held at Conference Room, Renaissance Nanjing Olympic Centre Hotel, No. 139 Aoti Street, Jianye District, Nanjing, Jiangsu Province, the PRC on Friday, October 17, 2025 at 2:40 p.m. (or immediately after the conclusion of the2025 first extraordinary general meeting or an adjournment thereof ) to consider the following issues:

Special Resolutions

    1. To consider and approve the amendments to the Articles of Association of Huatai Securities Co., Ltd.
    1. To consider and approve the amendments to the Rules of Procedure for General Meeting of Huatai Securities Co., Ltd.
    1. To consider and approve the amendments to the Rules of Procedure of the Board Meetings of Huatai Securities Co., Ltd.

I. AMENDMENTS TO THE FOLLOWING ARTICLES OF THE ARTICLES OF ASSOCIATION

Original articles Amended articles Basis of amendment
Article 1 The Articles of Association has been
formulated in accordance with the Company Law of
the People's Republic of China (the "Company Law"),
the Securities Law of the People's Republic of China
(the "Securities Law"), the Special Provisions of the
State Council for the Share Offerings and Listings
Overseas of Joint Stock Limited Companies (the
"Special Provisions"), the Reply of the State Council
on the Adjustment of the Provisions Applicable to
the Notice Period of Convening General Meetings of
Shareholders and Other Matters Applicable to the
Companies Listed Abroad, the Mandatory Provisions
of Articles of Association of Companies that List
Overseas, the Reply on Opinions Concerning
the Supplement and Amendment to Articles of
Association by Companies to be Listed in Hong
Kong, the Corporate Governance Rules for Securities
Companies, the Rules Governing the Listing of
Securities on the Stock Exchange of Hong Kong Limited
(the "Hong Kong Listing Rules"), the Guidelines for
the Articles of Association of Listed Companies and
other relevant provisions, in order to protect the lawful
rights and interests of the Company, its shareholders and
creditors, and regulate the organization and acts of the
Company.
Article 1 The Articles of Association has been
formulated in accordance with the Company Law
of the People's Republic of China (the "Company
Law"), the Securities Law of the People's Republic of
China (the "Securities Law"), the Provisions on the
Administration of Equities of Securities Companies,
the Corporate Governance Rules for Securities
Companies, the Code of Corporate Governance for
Listed Companies, the Guidelines for the Articles
of Association of Listed Companies, the Rules
Governing the Listing of Stocks on the Shanghai
Stock Exchange, the Rules Governing the Listing of
Securities on the Stock Exchange of Hong Kong Limited
(the "Hong Kong Listing Rules") and other relevant
provisions, in order to protect the lawful rights and
interests of the Company, its shareholders, employees
and creditors, and regulate the organization and acts of
the Company.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 1 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
the actual situation of the Company.
Article 5 The Company's domicile: No. 228 Middle
Jiangdong Road, Nanjing, Jiangsu Province
Postal code: 210019
Telephone: 025 83387788
Facsimile: 025 83387784
Article 5 The Company's domicile: No. 228 Middle
Jiangdong Road, Nanjing, Jiangsu Province
Postal code: 210019
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 5 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
the actual situation of the Company.
Original articles Amended articles Basis of amendment
Article 8 The Chairman of the board of Directors
(the "Board") of the Company shall be the legal
representative of the Company.
Article 8 The Chairman of the board of Directors
(the "Board") of the Company shall be the legal
representative of the Company.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Where the Chairman of the Board resigns, he/she
shall be deemed to resign as the legal representative
simultaneously.
Article 8 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
Where the legal representative resigns, the Company
shall determine a new legal representative within 30
days from the resignation of the legal representative.
the actual situation of the Company.
The election and change of legal representative shall
be approved by a resolution passed by a majority of
all directors of the Board.
Article 9 The legal consequences of civil activities
conducted by the legal representative in the name of
the Company shall be borne by the Company.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
The restrictions on the functions and powers of the
legal representative by the Articles of Association
or the general meeting shall not be used against any
bona fide counterparty.
Article 9 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
If the legal representative causes damage to others
in the performance of his/her duties, the Company
shall bear civil liability. After the Company assumes
the actual situation of the Company.
civil liability, it may, in accordance with laws or
the provisions of the Articles of Association, seek
compensation from the legal representative who is at
fault.
Original articles Amended articles Basis of amendment
Article 9 All of the assets of the Company are divided
into shares of equal par value. The shareholders are
responsible for the Company to the limit of the shares
they have subscribed for. The Company is responsible
for its debts to the limit of all of its assets.
The Company may invest in other bodies including
companies with limited liabilities and joint stock
companies, and is responsible for their debts to the
extent of the invested amount.
Article 10 The shareholders are responsible for the
Company to the limit of the shares they have subscribed
for. The Company is responsible for its debts to the limit
of all of its properties.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 10 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
the actual situation of the Company.
Article 10 In the Company, according to the Constitution
of the Communist Party of the PRC and relevant
provisions, the Company sets up a Chinese Communist
Party organization and establishes a work institution
of the Party to carry out activities of the Party. The
Company shall provide necessary facilitations for the
activities of the Party Organization.
The Party Committee of the Company plays a
leading role in accordance with the provisions of the
Constitution of the Communist Party of the PRC, offers
the direction, oversees the overall situation, ensures the
implementation of the objectives of the Party, discusses
the major business management matters of the Company
in advance, and supports the general meeting, the Board
of Directors, the Supervisory Committee, and the
senior management in exercising their functions and
powers in accordance with the laws.
Article 11 In the Company, according to the Constitution
of the Communist Party of the PRC and relevant
provisions, the Company sets up a Chinese Communist
Party organization and establishes a work institution
of the Party to carry out activities of the Party. The
Company shall provide necessary facilitations for the
activities of the Party Organization.
The Party Committee of the Company plays a
leading role in accordance with the provisions of the
Constitution of the Communist Party of the PRC, offers
the direction, oversees the overall situation, ensures the
implementation of the objectives of the Party, discusses
the major business management matters of the Company
in advance, and supports the general meeting, the Board
of Directors and the senior management in exercising
their functions and powers in accordance with the laws.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Original articles Amended articles Basis of amendment
Article 11 The Articles of Association has been
adopted at the general meeting as a special resolution,
and shall become effective on the date on which the
overseas listed foreign shares (H share) issued by the
Company are listed on Hong Kong Stock Exchange.
The original Articles of Association shall become null
and void on the date the Articles of Association enter
into effect.
From the date on which it becomes effective, the
Articles of Association shall constitute a legally
binding document that regulates the organization and
acts of the Company and the rights and obligations
between the Company and its shareholders and between
shareholders inter se, and is binding upon the Company
and its shareholders, Directors, Supervisors and senior
management officers. All the above persons may make
claims related to Company matters in accordance
with the Articles of Association. Shareholders may
sue shareholders; shareholders may sue Directors,
Supervisors and senior management officers of the
Company; shareholders may sue the Company; and the
Company may sue shareholders, Directors, Supervisors
and senior management officers in accordance with the
Articles of Association.
For the purpose of the preceding paragraph, the term
"sue" shall include the institution of proceedings in a
court or the application to an arbitration institution
for arbitration.
Article 12 From the date on which it becomes effective,
the Articles of Association shall constitute a legally
binding document that regulates the organization and
acts of the Company and the rights and obligations
between the Company and its shareholders and between
shareholders inter se, and is binding upon the Company
and its shareholders, Directors and senior management
officers. Shareholders may sue shareholders;
shareholders may sue Directors and senior management
officers of the Company; shareholders may sue the
Company; and the Company may sue shareholders,
Directors and senior management officers in accordance
with the Articles of Association.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 11 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
the actual situation of the Company.
Article 12 For the purpose of the Articles of Association,
the term "senior management officers" shall include the
Company's Chief Executive Officer, members of the
executive committee, Chief Financial Officer, the chief
compliance officer, the general counsel, Chief Risk
Officer, the secretary to the Board, Chief Information
Officer and other persons holding important positions as
identified by the regulatory authorities or confirmed by
the resolution of the Board of Directors.
Article 13 For the purpose of the Articles of Association,
the term "senior management officers" shall include
the Company's Chief Executive Officer, Co-Chief
Executive Officer, members of the executive committee,
Chief Operation Officer, Chief Financial Officer, the
chief compliance officer, the general counsel, Chief Risk
Officer, the secretary to the Board, Chief Information
Officer and other persons holding important positions as
identified by the regulatory authorities or confirmed by
the resolution of the Board of Directors.
Amendment is made in accordance
with the relevant requirements of the
currently effective laws, regulations
and normative documents, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 13 The operational objectives of the Company:
being dedicated to exploring, developing and
flourishing securities business in China, expanding
fund financing channels, improving socialist financial
market and system, and supporting the state's economic
construction; the goals of the Company: diversifying
businesses, standardizing the management, modernizing
the operation and internationalizing the operation.
Article 14 The operational objectives of the Company:
adhering to a functional positioning, remaining
committed to a customer-centric approach,
leveraging technology empowerment to enhance
platform-based, integrated and international
development level, striving to become a first-class
investment bank with both local advantages and
global influence, continuously creating long-term
value for customers, shareholders, employees and
society, and better serving the real economy and the
high-quality development of the financial sector.
Amendment is made in accordance
with the development environment
of the securities industry and
the operating conditions of the
Company.
Article 15 The Company upholds honesty and
integrity, sticks to compliant operations and
continuously strengthens its management of business
integrity. The goal of the Company's management
of business integrity is to establish and improve
a management system of business integrity to
effectively identify and proactively manage integrity
risks, and actively foster a culture of integrity. The
overall requirement of the Company's management
of business integrity is to build a management system
of business integrity that covers all businesses and all
sectors, implement management responsibilities of
business integrity at all levels and effectively prevent
and control integrity risks in business.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 5 of the currently effective
Implementation Rules for the
Integrity Practices of Securities
Firms and Their Staff of the
Securities Association of China,
and taking into account the actual
situation of the Company.
Article 17 The Company shall have ordinary shares at
any time; the Company may have other classes of shares
according to need, upon approval by the authorities
that is authorized by the State Council. Shareholder of
each class shall enjoy equal rights in the distribution of
dividends or any other form.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Original articles Amended articles Basis of amendment
Article 18 The Company shall issue shares in an open,
equitable and fair manner, and each of the shares in the
same class shall carry the same rights.
Shares of the same class and the same issuance shall be
issued on the same conditions and at the same price. Any
entity or individual shall pay the same price for each of
the shares for which it or he or she subscribes for.
Article 19 The Company shall issue shares in an open,
equitable and fair manner, and each of the shares in the
same class carries the same rights. Shares of the same
class and the same issuance are issued on the same
conditions and at the same price. A subscriber pays the
same price for each of the shares for which it or he or she
subscribes for.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 17 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
the actual situation of the Company.
Article 19 All shares issued by the Company shall be
denominated in RMB and have a par value of RMB one
yuan.
Article 20 All par value shares issued by the Company
shall be denominated in RMB and have a par value of
RMB one yuan.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 18 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
the actual situation of the Company.
Article 20 The Company may offer its shares to
domestic investors and overseas investors, subject to
the approval of the securities regulatory authorities
of the State Council, or any other relevant regulatory
authorities. For the purpose of the preceding paragraph,
the term "overseas investors" means investors from a
foreign country or from Hong Kong, Macau or Taiwan
who subscribe for the shares of the Company and the
term "domestic investors" refers to investors inside the
territory of the People's Republic of China (the "PRC"),
excluding the abovementioned regions, who subscribe
for the shares of the Company.
Article 21 The Company may offer its shares to
domestic investors and overseas investors, subject to
the registration or filing with the securities regulatory
authorities of the State Council, or any other relevant
regulatory authorities. For the purpose of the preceding
paragraph, the term "overseas investors" means investors
from a foreign country or from Hong Kong, Macau or
Taiwan who subscribe for the shares of the Company
and the term "domestic investors" refers to investors
inside the territory of the People's Republic of China (the
"PRC"), excluding the abovementioned regions, who
subscribe for the shares of the Company.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Original articles Amended articles Basis of amendment
Article 21 As approved by the competent governmental
authority, the Company issued a total of 4,500,000,000
ordinary shares upon its establishment. The Company
issued 4,500,000,000 ordinary shares to its promoters
upon its establishment, representing 100% of the
Company's outstanding ordinary shares.
Article 22 As approved by the competent governmental
authority, the Company issued a total of 4,500,000,000
shares upon its establishment. The Company issued
4,500,000,000 shares to its promoters upon its
establishment, representing 100% of the Company's
outstanding shares.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 20 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
Names of the promoters (or shareholders) of the
Company, the number of shares subscribed and the
methods of capital contributions are as follows:
Names of the promoters (or shareholders) of the
Company, the number of shares subscribed and the
methods of capital contributions are as follows:
the CSRC, and taking into account
the actual situation of the Company.
Article 22 The total number of the issued ordinary shares
of the Company is 9,026,863,786 shares, among which
7,307,818,106 shares are RMB ordinary shares and
1,719,045,680 shares are overseas listed foreign shares.
Article 23 The number of the issued shares of the
Company is 9,026,863,786 shares, among which
7,307,818,106 shares are RMB ordinary shares and
1,719,045,680 shares are overseas listed foreign shares.
The RMB ordinary shares issued by the Company
are centrally deposited under China Securities
Depository and Clearing Corporation Limited,
Shanghai Branch. The overseas-listed foreign shares
issued by the Company are primarily held in custody
in the central securities depository under Hong
Kong Securities Clearing Company Limited, and
such shares may also be held in the names of the
shareholders.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Articles 19 and 21 of the currently
effective Guidelines for the Articles
of Association of Listed Companies
of the CSRC, and taking into
account the actual situation of the
Company.
Original articles Amended articles Basis of amendment
Article 24 The Company or its subsidiaries (including Amendment is made in accordance
its affiliates) shall not provide financial assistance, with the relevant requirements
such as gift, advance, guarantee, borrowing, to others of relevant laws, regulations and
to acquire the shares of the Company or its parent normative documents such as
company, except where the Company implements the Article 22 of the currently effective
employee shareholding scheme. Guidelines for the Articles of
Association of Listed Companies of
For the interests of the Company, upon a resolution the CSRC, and taking into account
at the general meeting or the Board makes a the actual situation of the Company.
resolution pursuant to the Articles of Association
or the authorization of the general meeting, the
Company may provide financial assistance to
others to acquire the shares of the Company or its
parent company, provided that the cumulative total
amount of financial assistance shall not exceed 10%
of the total issued share capital. Resolutions of the
Board shall be passed by more than two-thirds of all
directors.
Original articles Amended articles Basis of amendment
Article 23 The shares issued by the Company to Due to the abolishment of relevant
domestic investors and other qualified investors to be requirements such as the Notice on
subscribed for in RMB shall be referred to as "domestic Implementation of the Mandatory
shares". The shares issued by the Company to overseas Provisions of Articles of Association
investors to be subscribed for in the currency approved of Companies that List Overseas,
by securities regulatory authorities of the State Council amendment is made in accordance
and the listing place shall be referred to as "foreign with the relevant requirements
shares". The foreign shares that are listed overseas shall of relevant laws, regulations and
be referred to as "overseas listed foreign shares". normative documents such as the
currently effective Guidelines for
The foreign shares issued by the Company that are listed the Articles of Association of Listed
on the Hong Kong Stock Exchange shall be referred to as Companies of the CSRC, and taking
"H Shares". H Shares are shares that have been permitted into account the actual situation of
to list on the Hong Kong Stock Exchange, with par the Company.
values denominated in RMB, and are subscribed for and
traded in the currency approved by securities regulatory
authorities of the State Council and the listing place.
Subject to the approval of the securities regulatory
authorities of the State Council, the holders of domestic
shares of the Company may transfer the shares held
by them to the overseas investors and such shares may
be listed on or traded in the overseas stock exchange.
The transferred shares listed on or traded in an overseas
stock exchange shall also comply with the regulatory
procedures, rules and requirements of the relevant
overseas securities markets. The trading of such shares
on an overseas stock exchange is not subject to the
approval of the class meeting of the shareholders.
Original articles Amended articles Basis of amendment
Article 24 After the plan of the Company for the
offering of overseas listed foreign shares and domestic
shares has been approved by the securities regulatory
authorities of the State Council, the Board may arrange
for implementation of such plan by means of separate
issues.
The plan of the Company for the offering of overseas
listed foreign shares and domestic shares in accordance
with the preceding paragraph may be implemented
separately within 15 months from the date of the
approval of the securities regulatory authorities of the
State Council.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Article 25 If the Company offers overseas listed foreign
shares and domestic shares within the total number of
shares specified in the offer plan, each such offering
shall be fully subscribed for in one time, or if any special
circumstances make it impossible for each such offering
to be fully subscribed for in one time, the shares may
be offered in installments, subject to the approval of the
securities regulatory authorities of the State Council.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Article 26 The equity shares held or controlled by
the Company's Directors, Supervisors and senior
management officers or staff pursuant to the medium
term and long-term incentive plans shall be subject to
the approval at the general meeting of the Company
and shall be approved by or filed with the CSRC or its
delegated authorities pursuant to laws.
Article 25 The equity shares held or controlled by the
Company's Directors and senior management officers
or staff pursuant to the medium-term and long-term
incentive plans shall be subject to the approval at the
general meeting of the Company and shall be approved
by or filed with the CSRC or its delegated authorities
pursuant to laws.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Original articles Amended articles Basis of amendment
Article 27 Based on its operation and development Article 26 Based on its operation and development Due to the abolishment of relevant
requirements, in accordance with the relevant laws and requirements, in accordance with the relevant laws and requirements such as the Notice on
regulations, and subject to the resolution at the general regulations, and subject to the resolution at the general Implementation of the Mandatory
meeting, the Company may increase its share capital by meeting, the Company may increase its share capital by Provisions of Articles of Association
any of the following methods: any of the following methods: of Companies that List Overseas,
amendment is made in accordance
(1) a public offering of shares; (1) issue of shares to non-specific objects; with the relevant requirements
of relevant laws, regulations and
(2) a private placement of shares; (2) issue of shares to specific objects; normative documents such as
Article 23 of the currently effective
(3) allotment of new shares to existing shareholders; (3) bonus issue to existing shareholders; Guidelines for the Articles of
Association of Listed Companies of
(4) bonus issue to existing shareholders; (4) conversion of funds in the capital common reserve to the CSRC, and taking into account
share capital; or the actual situation of the Company.
(5) conversion of funds in the capital common reserve to
share capital; or (5) any other means stipulated by laws, administrative
regulations and the CSRC.
(6) any other means permitted by laws and administrative
regulations or approved by the relevant regulatory If the Company is to increase its capital by an offering of
authorities. new shares, it shall do so by the procedure provided for
in relevant state laws and administrative regulations after
If the Company is to increase its capital by an offering of such increase has been approved in accordance with the
new shares, it shall do so by the procedure provided for Articles of Association.
in relevant state laws and administrative regulations after
such increase has been approved in accordance with the
Articles of Association.
Original articles Amended articles Basis of amendment
Article 28 The Company may reduce its registered
capital. The reduction of registered capital shall be made
in accordance with the Company Law and other relevant
regulations as well as procedures stipulated in the
Articles of Association.
The Company shall prepare a balance sheet and a list
of its property when decreasing its registered capital.
The Company shall notify all its creditors within 10
days following the resolution approving to decrease
the registered capital and shall publish the same in
newspaper within 30 days. The creditors shall be
entitled to require the Company to pay their debts
or provide corresponding securities for repayment
within 30 days of receiving the written notice, or
within 45 days of the date of the public announcement
for those who have not received the written notice.
The Company's registered capital shall not, upon the
decrease of capital, fall below the statutory minimum.
Article 27 The Company may reduce its registered
capital. The reduction of registered capital shall be made
in accordance with the Company Law and other relevant
regulations as well as procedures stipulated in the
Articles of Association.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 24 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
the actual situation of the Company.
Article 29 The Company shall not buy back its shares,
except in one of the following circumstances:
(1) cancellation of shares in order to reduce of its
registered capital;
(2) mergers with other companies holding shares of the
Company;
(3) use of shares in the employee shareholding scheme
and equity incentive;
(4) shareholders who object to resolutions of the
general meeting on merger or division of the Company
requesting the Company to buy back their shares;
(5) use of shares for conversion into stocks of company
issued convertible corporate bonds;
(6) when it is necessary for the Company to preserve its
value and shareholders' interest.
Article 28 The Company shall not buy back its shares,
except in one of the following circumstances:
(1) cancellation of shares in order to reduce of its
registered capital;
(2) mergers with other companies holding shares of the
Company;
(3) use of shares in the employee shareholding scheme
and equity incentive;
(4) shareholders who object to resolutions of the
general meeting on merger or division of the Company
requesting the Company to buy back their shares;
(5) use of shares for conversion into stocks of company
issued convertible corporate bonds;
(6) when it is necessary for the Company to preserve its
value and shareholders' interest.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 25 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
the actual situation of the Company.
Original articles Amended articles Basis of amendment
Article 30 The Company may redeem its issued shares Article 29 The Company may redeem its issued shares Due to the abolishment of relevant
by any of the following ways: by an open and centralized trading method or requirements such as the Notice on
other forms approved under laws, administrative Implementation of the Mandatory
(1) offering to buy back shares to all shareholders on a regulations and by the CSRC. Provisions of Articles of Association
pro rata basis; of Companies that List Overseas,
The purchase by the Company of its own shares for amendment is made in accordance
(2) buying back through open transaction on the stock circumstances provided in items (3), (5) and (6) of with the relevant requirements
exchange; Article 28 of the Articles of Association shall be done by of relevant laws, regulations and
an open and centralized trading method. normative documents such as
(3) buying back through agreement outside the stock Article 26 of the currently effective
exchange; Guidelines for the Articles of
Association of Listed Companies of
(4) other forms approved under laws, administrative the CSRC, and taking into account
regulations and by relevant competent authorities. the actual situation of the Company.
The purchase by the Company of its own shares for
circumstances provided in items (3), (5) and (6) of
Article 29 of the Articles of Association shall be done by
an open and centralized trading method.
Original articles Amended articles Basis of amendment
Article 31 The purchase by the Company of its own Article 30 The purchase by the Company of its own Due to the abolishment of relevant
shares for circumstances provided in items (1) to (2) of shares for circumstances provided in items (1) and (2) requirements such as the Notice on
Article 29 of the Articles of Association shall require a of Article 28 of the Articles of Association shall require Implementation of the Mandatory
resolution of the general meeting; the purchase by the a resolution of the general meeting; the purchase by the Provisions of Articles of Association
Company of its own shares for circumstances provided Company of its own shares for circumstances provided of Companies that List Overseas,
in items (3), (5) and (6) of Article 29 of the Articles in items (3), (5) and (6) of Article 28 of the Articles amendment is made in accordance
of Association shall be approved by a board meeting of Association may be approved by a board meeting with the relevant requirements
attended by more than two-thirds of the Directors. attended by more than two-thirds of the Directors in of relevant laws, regulations and
accordance with the provisions of the Articles of normative documents such as
After the Company buying back the shares pursuant Association or the authorization of the general Article 27 of the currently effective
to the provisions of Article 29 of the Articles of meeting. Guidelines for the Articles of
Association, such shares shall be cancelled within 10 Association of Listed Companies of
days from the date of buyback under the circumstance After the Company buying back the shares pursuant the CSRC, and taking into account
as described in Article 29(1); such shares shall be either to the provisions of Article 28 of the Articles of the actual situation of the Company.
transferred or cancelled within six months if it is under Association, such shares shall be cancelled within 10
the circumstances as described in Articles 29(2) and (4). days from the date of buyback under the circumstance
as described in Article 28(1); such shares shall be either
The Company buys back its own shares in accordance transferred or cancelled within six months if it is under
with items (3), (5) and (6) of Article 29 of the Articles the circumstances as described in Articles 28(2) and
of Association. The aggregate number of shares it holds (4); the aggregate number of shares the Company holds
will not exceed 10% of the entire issued shares of the shall not exceed 10% of the total issued shares of the
Company and shall be transferred or cancelled within Company and shall be transferred or cancelled within
three years. three years under the circumstance as described in
Articles 28(3), (5) and (6).
Upon the cancellation of the portion of shares bought
back, the Company shall apply to the original
company registration authority for the registration
of the change in registered capital. The amount of the
Company's registered capital shall be reduced by the
total par value of the cancelled shares.
Original articles Amended articles Basis of amendment
Article 32 When buying back shares through agreement Due to the abolishment of relevant
outside the stock exchange, the Company shall obtain requirements such as the Notice on
prior approval at general meetings in accordance with the Implementation of the Mandatory
Articles of Association. Upon obtaining prior approval Provisions of Articles of Association
of the shareholders at the general meeting in the same of Companies that List Overseas,
manner, the Company may terminate or amend contracts amendment is made in accordance
concluded in the manner set forth above or waive any of with the relevant requirements
its rights under such contracts. of relevant laws, regulations and
normative documents such as the
For the purpose of the preceding paragraph, contracts currently effective Guidelines for
for the buyback of shares shall include but not limited to the Articles of Association of Listed
agreements whereby buyback obligations are undertaken Companies of the CSRC, and taking
and buyback rights are acquired. into account the actual situation of
the Company.
The Company shall not transfer a contract for the
repurchase of its own shares or any of its rights
thereunder.
In respect of the redeemable shares that the Company
has the right to buy back, if the buyback is to make in a
manner other than through the market or by tender, the
price must be limited in a maximum price; if the buyback
is to be made by tender, such offer shall be made
available to all shareholders equally on the same terms.
Original articles Amended articles Basis of amendment
Article 33 Unless the Company has entered into the Due to the abolishment of relevant
liquidation stage, it must comply with the following requirements such as the Notice on
provisions in buying back its outstanding shares: Implementation of the Mandatory
Provisions of Articles of Association
(1) where the Company buys back shares at the par of Companies that List Overseas,
value, the payment shall be deducted from the book amendment is made in accordance
balance of distributable profits and/or from the proceeds with the relevant requirements
of a new share offer made to buy back the old shares; of relevant laws, regulations and
normative documents such as the
(2) where the Company buys back its shares at a price currently effective Guidelines for
higher than their par value, the portion corresponding to the Articles of Association of Listed
the par value shall be deducted from the book balance of Companies of the CSRC, and taking
the distributable profits of the Company and/or from the into account the actual situation of
proceeds of a new share offer made to buy back the old the Company.
shares; and the portion in excess of the par value shall be
handled according to the following methods:
1. where the shares bought back were issued at the par
value, the remaining payment shall be deducted from the
book balance of distributable profits of the Company;
and
2. where the shares bought back were issued at a price
higher than their par value, the remaining payment shall
be deducted from the book balance of the distributable
profits of the Company and/or from the proceeds of
a new share offer made to buy back the old shares;
provided that the remaining payment deducted from
the proceeds of the new issue of shares shall not exceed
the total premiums obtained at the time of issuance of
the old shares nor exceed the amount in the Company's
premium account (including the premium from the new
share offer) at the time of buyback;
Original articles Amended articles Basis of amendment
(3) payments by the Company for the following purposes
shall be made out of the Company's distributable profits:
1. acquisition of the right to buy back its own shares;
2. amendments to any contract for the buyback of its
own shares; and
3. release from any of its obligations under any buyback
contract;
(4) after the aggregate par value of the cancelled shares
has been deducted from the registered capital of the
Company in accordance with relevant regulations, that
portion of the amount deducted from the distributable
profits and used to buy back shares at the par value of the
bought back shares shall be included in the Company's
capital reserve account.
Where the laws, regulations, rules, normative documents
and relevant provisions of the securities regulatory
authorities at the place where the Company's shares are
listed have any other provisions in respect of the financial
arrangement relating to the aforesaid share buyback,
such provisions shall prevail.
Article 34 Save as otherwise specified by the state laws,
administrative regulations, and relevant provisions of the
securities regulatory authorities at the place where the
Company's shares are listed, shares of the Company may
be transferred freely and without any liens. Transfer of
overseas listed foreign shares listed in Hong Kong shall
be registered with the Hong Kong-based share registrar
designated by the Company.
Article 31 The shares of the Company shall be
transferred in accordance with laws.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 28 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
the actual situation of the Company.
Original articles Amended articles Basis of amendment
Article 35 All the overseas listed foreign shares listed
on the Hong Kong Stock Exchange for which the share
capital has been paid in full may be transferred freely in
accordance with the Articles of Association. However,
the Board may refuse to recognize any instrument of
transfer without stating any reason unless the following
conditions are satisfied:
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
(1) payment as required by the Hong Kong Listing
Rules has been made to the Company for the purpose
of registering the instrument of transfer and other
documents relating to or which may affect the title to
the shares; such payment shall not exceed the maximum
amount stipulated by the Hong Kong Listing Rules from
time to time;
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
(2) the instrument of transfer only involves the overseas
listed foreign shares listed on the Hong Kong Stock
Exchange;
(3) the stamp duty required by the laws of Hong Kong
for the instrument of transfer has been paid;
(4) the relevant share certificates and evidence reasonably
required by the Board showing that the transferor has the
right to transfer such shares have been provided;
(5) if the shares are to be transferred to joint holders, the
number of joint shareholders registered shall not exceed
four;
(6) the relevant shares are free from all liens of any
company.
Where the Board refuses to register the transfer of shares,
the Company shall deliver a notice to the transferor
and transferee, informing them of such refusal of the
registration of share transfer, within two months from the
date on which the application for the transfer of shares is
officially filed.
Original articles Amended articles Basis of amendment
Article 37 The Company shall not accept its own shares
as the subject matter of a pledge.
Article 33 The Company shall not accept its own shares
as the subject matter of a pledge.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 29 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
the actual situation of the Company.
Article 38 The shares of the Company held by the
promoters shall not be transferred within one year
from the date of the incorporation of the Company.
Shares already issued by the Company before the public
offering shall not be transferred within one year from the
date of the shares of the Company are listed on a stock
exchange.
The Directors, Supervisors and senior management
officers of the Company shall report to the Company
their shareholdings and changes thereof and shall not
transfer more than 25% of their shares per annum
during their terms of office (unless otherwise caused
by enforcement of law or by inheritance, bequest or
lawful division of property); the shares they hold in the
Company shall not be transferred within one year from
the date that the shares of the Company are listed. The
aforesaid persons shall not transfer their shares in the
Company within half a year after they terminate service
with the Company.
Article 34 Shares already issued by the Company before
the public offering shall not be transferred within one
year from the date of the shares of the Company are
listed on a stock exchange.
The Directors and senior management officers of
the Company shall report to the Company their
shareholdings and changes thereof and shall not transfer
more than 25% of their shares of the same class per
annum during their terms of office as determined
when they took office (unless otherwise caused by
enforcement of law or by inheritance, bequest or
lawful division of property); the shares they hold in the
Company shall not be transferred within one year from
the date that the shares of the Company are listed. The
aforesaid persons shall not transfer their shares in the
Company within half a year after they terminate service
with the Company.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 30 of the currently effective
Guidelines for the Articles of
Association of Listed Companies
of the CSRC and Article 15 of
the Shanghai Stock Exchange's
Guidelines for Self-regulation
of Listed Companies No. 15 —
Reduction of Shareholdings by
Shareholders, Directors and Senior
Management, and taking into
account the actual situation of the
Company.
Original articles Amended articles Basis of amendment
Article 39 If the Company's shareholders holding 5% or
above shares of the Company, Directors, Supervisors,
senior management officers sell shares or other securities
with an equity nature within six months after buying
the same or buy shares or securities within six months
after selling the same, the earnings arising there from
shall belong to the Company and the Board shall recover
such earnings. However, the restriction shall not be
applicable to any sale of shares by a securities company
holding 5% or above of the Company's shares as a result
of its purchase and underwriting of the untaken shares
after offering and other circumstances stipulated by the
securities regulatory authorities of the State Council.
Article 35 If the Company's shareholders holding 5%
or above shares of the Company, Directors, senior
management officers sell shares or other securities with
an equity nature within six months after buying the same
or buy shares or securities within six months after selling
the same, the earnings arising there from shall belong to
the Company and the Board shall recover such earnings.
However, the restriction shall not be applicable to any
sale of shares by a securities company holding 5% or
above of the Company's shares as a result of its purchase
and underwriting of the untaken shares after offering
and other circumstances stipulated by the securities
regulatory authorities of the State Council.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 31 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
the actual situation of the Company.
The shares or other securities with an equity nature
held by Directors, Supervisors, senior management
officers and natural person shareholders referred to in the
preceding paragraph include the shares or other securities
with an equity nature held by their spouses, parents,
children, and any of the above which is held by using
others' accounts.
The shares or other securities with an equity nature
held by Directors, senior management officers and
natural person shareholders referred to in the preceding
paragraph include the shares or other securities with an
equity nature held by their spouses, parents, children, and
any of the above which is held by using others' accounts.
If the Company's Board does not comply with the
provision of the first paragraph, the shareholders can
request the Board to do so within 30 days. If the Board
does not enforce such right within the aforesaid period,
the shareholders are entitled to commence litigations in
the people's court in their own names for the interests of
the Company.
If the Company's Board does not comply with the
provision of the first paragraph of this Article, the
shareholders can request the Board to do so within 30
days. If the Board does not enforce such right within
the aforesaid period, the shareholders are entitled to
commence litigations in the people's court in their own
names for the interests of the Company.
If the Company's Board does not enforce the provision
of the first paragraph of this Article, the responsible
Directors shall assume jointly and severally liable in
accordance with the laws.
If the Company's Board does not enforce the provision
of the first paragraph of this Article, the responsible
Directors shall assume joint and severally liable in
accordance with the laws.
Original articles Amended articles Basis of amendment
Article 41 Where approval by the CSRC is required
according to law, shareholders of the Company shall
continue to exercise their voting rights independently
according to the proportion of their shareholdings prior to
the approval. The equity transferer shall not recommend
the relevant personnel of the equity transferee to serve
as directors, supervisors and senior management of the
Company, or transfer the voting rights in any disguised
form.
Article 37 Where approval by the CSRC is required
according to law, shareholders of the Company shall
continue to exercise their voting rights independently
according to the proportion of their shareholdings prior to
the approval. The equity transferer shall not recommend
the relevant personnel of the equity transferee to serve
as directors and senior management of the Company, or
transfer the voting rights in any disguised form.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Article 45 Shareholders of the Company and their
controlling shareholders and actual controllers shall not:
(I) make false and discrepant capital contribution to the
Company, withdraw capital contribution or withdraw
capital contribution to the Company in a disguised form;
(II) intervene in the business and management of
the Company in violation of laws, administrative
Article 41 Shareholders of the Company and their
controlling shareholders and actual controllers shall not:
(I) make false and discrepant capital contribution to the
Company, withdraw capital contribution or withdraw
capital contribution to the Company in a disguised form;
(II) intervene in the business and management of
the Company in violation of laws, administrative
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
regulations and requirements stipulated by the Articles of
Association;
(III) abuse their right or influence, occupy the assets of
the Company or clients to carry out benefits transmission,
which infringes the legitimate rights and interests of the
Company, other shareholders or clients;
regulations and requirements stipulated by the Articles of
Association;
(III) abuse their right or influence, occupy the assets of
the Company or clients to carry out benefits transmission,
which infringes the legitimate rights and interests of the
Company, other shareholders or clients;
(IV) illegally require the Company to provide financing
or guarantee for them or their related parties, or force,
instruct, assist or accept the Company to provide
financing or guarantee with the assets of its securities
brokerage clients or securities asset management clients;
(V) conduct improper related party transactions with
(IV) illegally require the Company to provide financing
or guarantee for them or their related parties, or force,
instruct, assist or accept the Company to provide
financing or guarantee with the assets of its securities
brokerage clients or securities asset management clients;
(V) conduct improper related party transactions with
the Company and obtain improper benefits with their
influence on the Company's management;
(VI) entrust others or accept any entrustment from
others to hold or manage the Company's equity without
approval, and accept or transfer the control over the
Company's equity in disguise;
the Company and obtain improper benefits with their
influence on the Company's management;
(VI) entrust others or accept any entrustment from
others to hold or manage the Company's equity without
approval, and accept or transfer the control over the
Company's equity in disguise;
Original articles Amended articles Basis of amendment
(VII) other actions prohibited by the CSRC. (VII) other actions prohibited by the CSRC.
The Company, its directors, supervisors, senior
management and other relevant entities shall not
cooperate with the shareholders of the Company and
their controlling shareholders and actual controllers in
the above situations.
The Company, its directors, senior management and
other relevant entities shall not cooperate with the
shareholders of the Company and their controlling
shareholders and actual controllers in the above
situations.
If the Company finds out that the shareholders and their
controlling shareholders and actual controllers have the
above-mentioned acts, it should take timely measures to
prevent the violations from intensifying, and report to the
local office of the CSRC within 2 working days.
If the Company finds out that the shareholders and their
controlling shareholders and actual controllers have the
above-mentioned acts, it should take timely measures to
prevent the violations from intensifying, and report to the
local office of the CSRC within 2 working days.
Section 5 Financial Assistance for Purchase of
Company Shares
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Article 47 The Company or its subsidiaries shall
not at any time or in any form provide any financial
assistance to purchasers or prospective purchasers of the
Company's shares. The aforesaid purchasers include
persons directly or indirectly undertake obligations as a
result of purchasing the Company's shares.
The Company or its subsidiaries shall not at any time
or in any form provide any financial assistance to
the aforesaid obligors for the purpose of reducing or
releasing their obligations.
The provisions of this Article shall not apply to the
circumstances described in Article 49 of the Articles of
Association.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Original articles Amended articles Basis of amendment
Article 48 For the purposes of this chapter, the term Due to the abolishment of relevant
"financial assistance" mentioned in the Articles of requirements such as the Notice on
Association shall include (but not limited to) the financial Implementation of the Mandatory
assistance in the forms set out below: Provisions of Articles of Association
of Companies that List Overseas,
(1) any gift; amendment is made in accordance
with the relevant requirements
(2) any guarantee (including the undertaking of liability of relevant laws, regulations and
or provisions of property by the guarantor in order normative documents such as the
to secure the performance of the obligation by the currently effective Guidelines for
obligator), indemnity (not including, however, indemnity the Articles of Association of Listed
arising from the Company's own fault) or release or Companies of the CSRC, and taking
waiver of any of the rights; into account the actual situation of
the Company.
(3) provision of any loan or conclusion of any other
contract under which the Company has to perform its
obligations prior to the obligations of the other party
to the contract, or the amendment to, or the transfer of
rights under such loan or contract;
(4) financial assistance in any other form when the
Company is insolvent or has no net assets or when such
assistance would lead to a significant reduction in the
Company's net assets.
For the purposes of this Article, the term "undertake
obligations" shall include the undertaking of an
obligation by the obligor by concluding a contract or
making an arrangement or by changing its financial
position in any other way, whether or not such contract
or arrangement is enforceable and whether or not such
obligation is assumed by the obligor individually or
jointly with any other person.
Original articles Amended articles Basis of amendment
Article 49 The acts listed below shall not be regarded Due to the abolishment of relevant
as the acts prohibited under Article 47 of the Articles of requirements such as the Notice on
Association: Implementation of the Mandatory
Provisions of Articles of Association
(1) the financial support is given genuinely in the of Companies that List Overseas,
interests of the Company, and the main purpose of the amendment is made in accordance
financial assistance is not the purchase of shares of the with the relevant requirements
Company, or the financial assistance is an incidental part of relevant laws, regulations and
of some overall plan of the Company; normative documents such as the
currently effective Guidelines for
(2) the Company distributes its property in form of the Articles of Association of Listed
dividends in accordance with law; Companies of the CSRC, and taking
into account the actual situation of
(3) the Company distributes its dividends in the form of the Company.
shares;
(4) the Company reduces its registered capital,
repurchases its outstanding shares, or adjusts its
shareholding structure in accordance with the Articles of
Association;
(5) the Company provides loan within its scope of
business and in the ordinary course of its business
(provided that it shall not reduce the net assets of the
Company, or if although it constitutes a reduction, the
financial assistance shall be paid out of the distributable
profit of the Company); and
(6) the Company provides money to its employee
shareholding scheme (provided that the same shall not
reduce the net assets of the Company, or if although it
constitutes a reduction, the financial assistance shall be
paid out of the distributable profit of the Company).
Original articles Amended articles Basis of amendment
Section 6 Share Certificates and Register of
Shareholders
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Article 50 The share certificates of the Company shall
be registered, and shall clearly state the following
information:
(1) the name of the Company;
(2) the date on which the Company was established;
(3) the class of shares, par value and the number of
shares represented by the share certificate;
(4) the serial numbers of the shares certificate;
(5) other information to be recorded on the share
certificate as required by the Company Law and the
securities regulatory authorities in the place where the
Company's shares are listed;
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
(6) where shares without voting rights are included in the
share capital of the Company, the name of such shares
shall carry the tag "non-voting"; and
(7) where shares with different voting rights are included
in the share capital of the Company, the name of each
class of the shares (excluding shares with most preferred
voting rights) shall carry the tag "restricted voting" or
"limited voting".
The overseas listed foreign shares issued by the
Company may take the form of certificate of deposit
or other derivative forms of stock pursuant to the local
laws or the local practices of securities registration and
deposit.
Original articles Amended articles Basis of amendment
Article 51 During the listing of the H shares in Hong
Kong, the Company shall ensure that the following
statements are enclosed in the H share documents and
shall instruct and procure its share registrar to reject the
registration of the subscription, purchase or transfer of
shares in the name of any individual holder unless and
until the individual holder submits the properly signed
form relating to such shares to the share registrar and the
form shall include the following statements:
(1) the share purchaser, the Company and each of
the shareholders, and the Company and each of the
shareholders agree to observe and comply with the
requirements of the Company Law, Special Provisions
and other relevant laws, administrative regulations, and
the Articles of Association.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
(2) the purchaser of the shares agrees with the Company
and each of the shareholders, Directors, Supervisors
and senior management officers of the Company, and
the Company, acting on behalf of itself and each of
Directors, Supervisors and senior management officers of
the Company, agrees with each of the shareholders that,
they will refer to the arbitration for settling all disputes
and claims arising from the Articles of Association, or
of rights in relation to the Company's affairs arising
from any rights or obligations under the Company Law
or other relevant laws and administrative regulations
in accordance with the provisions of the Articles of
Association, and any reference to arbitration shall be
deemed as the authorization to the arbitration tribunal
to conduct an open hearing and to publish its arbitration
award. Such arbitration shall be final and conclusive.
(3) the purchaser of the shares agrees with the Company
and each of the shareholders of the Company that the
shares of the Company may be freely transferred by the
holders.
(4) the purchaser of the shares authorizes the Company
to enter into a contract on his or her behalf with each of
the Directors and senior management officers, pursuant
to which the Directors and senior management officers
would undertake to observe and perform their duties
responsible to the shareholders under the Articles of
Original articles Amended articles Basis of amendment
Article 52 The share certificates shall be signed by the
Chairman. Where the signatures of senior management
officers of the Company are required by the securities
regulatory authorities or the stock exchange(s) in the
place where the Company's shares are listed, the share
certificates shall also be signed by senior management
officers. The share certificates shall become effective
after the Company seal is affixed thereto or imprinted
thereon. The affixing of the Company's seal on the share
certificates shall require the authorization of the Board.
The signature of the Chairman or senior management
officers on the share certificates may also be in printed
form.
In the circumstance of paperless issuance and trading of
the shares of the Company, provisions provided by the
securities regulatory authorities or the stock exchange(s)
in the place where the Company's shares are listed shall
apply.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Article 53 The Company shall maintain a shareholders'
register in which the following particulars shall be
recorded:
(1) names (companies' names), addresses or domicile,
occupations or nature of each shareholder;
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
(2) the class and number of shares held by the
shareholders;
(3) amount paid or payable for the shares held by the
shareholders;
(4) serial numbers of the shares certificate held by each
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
shareholder;
(5) date on which each shareholder is registered as a
shareholder;
(6) date on which each shareholder ceases to be a
shareholder.
Unless there is evidence to the contrary, the register
of shareholders shall be sufficient evidence of a
shareholder's shareholding in the Company.
Original articles Amended articles Basis of amendment
Article 54 The Company may, pursuant to any
understanding or agreement reached between the
securities regulatory authorities of the State Council and
a foreign country, keep its register of holders of overseas
listed foreign shares outside the PRC, and authorize a
foreign agency to manage the same. The original of the
register of holders for foreign shares listed in the Hong
Kong Stock Exchange shall be stored in Hong Kong.
The Company shall keep the duplicate of the register
of holders for the overseas listed foreign shares at the
domicile of the Company, and the foreign agency as
authorized by the Company shall ensure the consistency
between the original and the duplicate of the register of
holders for the overseas listed foreign shares at all times.
If there is any inconsistency between the original and the
duplicate of the register of holders for the overseas listed
foreign shares, the original shall prevail.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Article 55 The Company shall have a complete register
of shareholders, which shall comprise the following
parts:
(1) a register kept at the Company's domicile, other
than that specified in sub-paragraphs (2) and (3) of this
paragraph;
(2) the register of holders for the overseas listed foreign
shares, kept in the place of the overseas stock exchange
where the shares are listed; and
(3) a register of holders kept at such other places as
the Board may consider necessary for listing of the
Company's shares.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Original articles Amended articles Basis of amendment
Article 56 The various parts of the register of
shareholders shall not overlap. The transfer of any shares
registered in a certain part of the register of shareholders
shall not, during the continuance of the registration of
such shares, be registered in any other part of the register.
Changes to and corrections of each part of the register of
shareholders shall be carried out in accordance with the
laws of its suits.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Article 57 Provisions prescribed by the laws,
regulations, relevant regulatory authorities and stock
exchanges where the shares of the Company are listed
on the period of closure of register of members before
the shareholders' general meeting or the benchmark date
of the Company's decision to distribute dividends shall
prevail.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Article 58 Any person that challenges the register of
shareholders and requests that his or her name be entered
into or removed from the register may apply to a court of
competent jurisdiction for rectification of the register.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Original articles Amended articles Basis of amendment
Article 59 Any person that is a registered shareholder
in, or any person who requests that his or her name be
entered into the register of shareholders may, if his or her
share certificate (the "original share certificate") is stolen,
lost or damaged, apply to the Company for issuance of
a replacement certificate in respect of such shares (the
"relevant shares").
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
Applications for the replacement of share certificates
from holders of domestic shares who had their
certificates stolen, lost or damaged, shall be handled in
accordance with the relevant provisions of the Company
Law.
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Applications for the replacement of share certificates
from holders of overseas listed foreign shares who had
their certificates stolen, lost or damaged, shall be handled
in accordance with the law at the place where the original
register of holders for the overseas listed foreign shares
is kept, the rules of the stock exchange, or other relevant
rules.
Where a shareholder of the overseas listed foreign shares
of the Company requests the Company to issue of a
replacement certificate that has been stolen, misplaced
or destroyed, such replacement shall comply with the
following requirements:
(1) the applicant shall submit to the Company an
application in a standard form specified by the
Company, together with a notarial certificate or statutory
declaration. The notarial certificate shall state the reason
for the application, the circumstances and evidence of
the loss of the share certificate and a declaration that no
other person may request registration as a shareholder in
respect of the relevant shares.
(2) the Company shall not have received any declaration
from any person other than the applicant requiring his or
her name to be entered into the register of shareholders
in respect of the relevant shares before it decides to issue
a replacement share certificate.
Original articles Amended articles Basis of amendment
(3) if the Company decides to issue a replacement share
certificate, it shall publish a notice of its intention to do
so in a newspaper designated by the Board; the period of
the public announcement shall be 90 days, during which
its publication shall be repeated at least once every 30
days.
(4) the Company shall, prior to publishing the public
announcement of its intention to issue a replacement
share certificate, deliver a duplicate of the announcement
to the stock exchange on which its shares are listed,
and may proceed with the publication after having
received a reply from the stock exchange confirming
that the announcement has been displayed on the stock
exchange; the announcement shall be displayed in the
stock exchange for a period of 90 days.
Where the consent of the shareholder registered in the
register of shareholders with respect to the relevant
shares is not obtained for the application for issue a
replacement share certificate, the Company shall mail to
such shareholder a copy of the public announcement that
it intends to publish.
(5) if, upon expiration of the 90-day period referred to in
items (3) and (4) hereof, the Company has not received
any objection to the issuance of a replacement share
certificate from any person, it may issue a replacement
share certificate in accordance with the application of the
applicant.
(6) when the Company issues a replacement share
certificate pursuant to this Article, it shall immediately
cancel the original share certificate and record such
cancellation and the issuance of the replacement share
certificate in the register of shareholders.
(7) all expenses of the Company for the cancellation
of the original share certificate and issuance of a
replacement share certificate shall be borne by the
applicant. The Company has the right to refuse to take
any action until a reasonable security for such cost is
provided by the applicant.
Original articles Amended articles Basis of amendment
Article 60 After the Company issuing a replacement
share certificate pursuant to the Articles of Association,
the name of a bona fide purchaser of the share certificate,
or the name of any shareholder who is subsequently
registered in the register of shareholders as the owner of
the relevant shares (if he or she is a bona fide purchaser)
shall not be removed from register of shareholders.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Article 61 The Company shall not be liable for any
damages sustained by any person as a result of the
cancellation of the original share certificate or the
issuance of the new share certificate, unless the claimant
can prove fraud on the part of the Company.
In case of issuing warrants to unregistered holders, no
new warrants may be issued in place of the lost ones
unless the Company confirms, beyond all reasonable
doubts, the original warrants have been destroyed.
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
CHAPTER IV SHAREHOLDERS AND THE
GENERAL MEETING
CHAPTER IV SHAREHOLDERS AND THE
GENERAL MEETING
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Section 1 Shareholders Section 1 General Provisions for Shareholders Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as the
currently effective Guidelines for
the Articles of Association of Listed
Companies of the CSRC, and taking
into account the actual situation of
the Company.
Original articles Amended articles Basis of amendment
Article 62 The Company shall prepare a register of Article 43 The Company shall prepare a register of Due to the abolishment of relevant
shareholders and amend the Articles of Association shareholders and amend the Articles of Association based requirements such as the Notice on
based on the evidence provided by share registrars, the on the evidence provided by securities registration and Implementation of the Mandatory
approval documents and filing documents of the CSRC clearing institutions, the approval documents and filing Provisions of Articles of Association
or its delegated authorities, and conduct the industrial documents of the CSRC or its delegated authorities, of Companies that List Overseas,
and commercial registration process according to and conduct the industrial and commercial registration amendment is made in accordance
relevant laws. Shareholders of the Company are persons process according to relevant laws. The register of with the relevant requirements
lawfully holding shares of the Company, with names shareholders shall be sufficient evidence to verify of relevant laws, regulations and
(companies' names) recorded in register of shareholders. that a shareholder holds shares of the Company. normative documents such as
A shareholder shall enjoy rights and bear obligations A shareholder shall enjoy rights and bear obligations Article 32 of the currently effective
according to the class and quantity of his or her shares. according to the class and quantity of his or her shares. Guidelines for the Articles of
Holders of the same class shall enjoy the same rights and Holders of the same class shall enjoy the same rights and Association of Listed Companies of
bear the same obligations. bear the same obligations. the CSRC, and taking into account
the actual situation of the Company.
Where two or more persons are registered as joint The Company shall enter into a securities registration
shareholders of any shares, they shall be deemed as and service agreement with the securities registration
co-owners of such shares, and shall be subject to the and clearing institutions, make regular inquiry about
following restrictions: the details of the major shareholders and the changes in
their shareholding (including the pledge of their equity
(1) the Company may not register more than four rights) of the major shareholders and timely reflect the
persons as joint shareholders of any shares; shareholding structure of the Company.
(2) all joint shareholders of any shares shall be jointly
and severally liable for the payment of all amounts
payable for such shares;
(3) if one of the joint shareholders of any shares
passes away, only the surviving joint shareholders
shall be deemed by the Company as the owners
of such shares; provided that for the purpose of
changing the stock ledger, the Board shall have the
right to request an appropriate death certificate; and
Original articles Amended articles Basis of amendment
(4) in relation to the joint shareholders of any shares,
only the joint shareholder listed first on the register of
shareholders shall have the right to receive the share
certificate for the relevant shares, receive any notice
of the Company, attend the general meeting and
exercise the voting rights attaching to the relevant
shares; furthermore, any notice served on the said
joint shareholder shall be deemed served on all the
joint shareholders of the relevant shares. Any of the
joint shareholders may sign a proxy form; provided,
however, where the number of the joint shareholders
present in person or by proxy at a meeting is more
than one, the vote cast, in person or by proxy, by the
shareholder whose name appears in prior sequence
shall be regarded as the sole and exclusive vote on
behalf of all the rest joint shareholders. For the
purpose of such voting, the shareholder's priority
shall be determined in accordance with the sequence
of the joint shareholders holding relevant shares as
prescribed in the Company's register of shareholders.
The Company shall guarantee the contents recorded
in the Articles of Association, register of shareholders,
industrial and commercial documents are in line with
the actual situation of the shareholders.
The Company shall enter into a share custody agreement
with the share registrars, make regular inquiry about
the details of the major shareholders and the changes in
their shareholding (including the pledge of their equity
rights) of the major shareholders and timely reflect the
shareholding structure of the Company.
Original articles Amended articles Basis of amendment
Article 63 When the Company convenes a general
meeting, distributes dividends, commences liquidation
proceedings or engages in other activities requiring the
identification of shareholders, the Board or the convener
of a general meeting shall decide the date of record.
The shareholders whose names appear on the register of
shareholders at the close of trading on the date of record
are entitled to the relevant rights of shareholders.
Article 44 When the Company convenes a general
meeting, distributes dividends, commences liquidation
proceedings or engages in other activities requiring the
identification of shareholders, the Board or the convener
of a general meeting shall decide the date of record.
The shareholders whose names appear on the register of
shareholders at the close of trading on the date of record
are entitled to the relevant rights of shareholders.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 33 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
the actual situation of the Company.
Article 64 The shareholder of ordinary shares in the
Company shall enjoy the following rights:
Article 45 The shareholder of the Company shall enjoy
the following rights:
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
(1) to receive dividends and other distributions in
proportion to the shares they hold;
(1) to receive dividends and other distributions in
proportion to the shares they hold;
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
(2) to lawfully request, convene, preside over, and
attend general meetings either in person or by proxy and
exercise the corresponding voting right;
(2) to lawfully request to hold, convene, preside over,
and attend general meetings either in person or by proxy
and exercise the corresponding voting right;
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 34 of the currently effective
(3) to supervise, raise suggestions on or make inquiries
about the operations of the Company;
(3) to supervise, raise suggestions on or make inquiries
about the operations of the Company;
Guidelines for the Articles of
Association of Listed Companies of
the CSRC and Rule 20 of Appendix
(4) to transfer, gift or pledge their shares in accordance
with laws, administrative regulations, relevant
requirements of the securities regulatory authorities in
the place where the Company's shares are listed and the
Articles of Association;
(4) to transfer, gift or pledge their shares in accordance
with laws, administrative regulations, relevant
requirements of the securities regulatory authorities in
the place where the Company's shares are listed and the
Articles of Association;
A1 to the Hong Kong Listing Rules,
and taking into account the actual
situation of the Company.
(5) to obtain relevant information in accordance with the
Articles of Association, including:
(5) to inspect and copy the Articles of Association,
register of shareholders (the branch register of
members in Hong Kong shall be open for inspection
1. receiving a copy of the Articles of Association after
payment of a charge to cover costs;
by members but the Company may be permitted to
close the register on terms equivalent to section 632
of the Companies Ordinance of Hong Kong), minutes
2. being entitled, after payment of reasonable charges, to
examine and photocopy the following:
of the general meetings, resolutions of meetings
of the Board and financial accounting reports;
and shareholders who satisfy the requirements
(i) all parts of the register of shareholders'; may inspect the Company's accounting books and
accounting vouchers;
Original articles Amended articles Basis of amendment
(ii) personal information of Directors, Supervisors and
senior management officers of the Company;
(6) upon termination or liquidation of the Company, to
participate in the distribution of the remaining property
of the Company in proportion to the quantity of shares
(iii) the status of the Company's issued share capital; held by them;
(iv) a report showing the total par value, quantity, the
highest and lowest prices paid for each class of shares
repurchased by the Company since the end of last fiscal
year, and all the expenses paid by the Company for such
repurchase;
(7) to require the Company to buy back their shares
in the event of objection to resolutions of the general
meetings concerning merger or division of the Company;
and
(v) minutes of general meetings; (8) to enjoy other rights stipulated by laws, administrative
regulations, departmental rules or the Articles of
Association.
(vi) the latest audited financial statements, and reports
from the Board, auditor and the Supervisory Committee;
(vii) the special resolutions of the general meetings and/
or the Board meetings;
(viii) the duplicate of the latest annual report (annual
return) submitted to the State Administration for Industry
& Commerce or other competent authorities for filing.
(6) upon termination or liquidation of the Company, to
participate in the distribution of the remaining property
of the Company in proportion to the quantity of shares
held by them;
(7) to require the Company to buy back their shares
in the event of objection to resolutions of the general
meetings concerning merger or division of the Company;
and
(8) to enjoy other rights stipulated by laws, administrative
regulations, departmental rules or the Articles of
Association.
The Company shall not exercise its power to freeze
or otherwise impair any right attaching to any shares
by reason solely that the person that directly or
indirectly holds equity in such shares has failed to
disclose his or her interests to the Company.
Original articles Amended articles Basis of amendment
Article 65 The shareholder who asks to review the
information mentioned in the proceeding Article or
make a request for information, he or she shall submit
to the Company written documents proving the class
and number of the shares that he or she holds in the
Company. The Company shall provide the information
as requested by the shareholder after authenticating his
or her identity.
Article 46 The shareholder who requests to inspect
and copy relevant materials of the Company shall
abide by the Company Law, the Securities Law
and other laws and administrative regulations, and
submit to the Company written documents proving the
class and number of the shares that he or she holds in the
Company. The Company shall provide the information
as requested by the shareholder after authenticating his
or her identity.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 35 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
the actual situation of the Company.
Article 66 If a resolution of the general meeting or the
Board violates any law or administrative regulation, the
shareholder shall have the right to petition a court to
invalidate the resolution.
If the convening procedure or voting method violates
any law, administrative regulation or the Articles of
Association, or the contents of a resolution breaches
the Articles of Association, the shareholder shall have
the right to petition a court to revoke such resolution
within 60 days from the date on which the resolution is
approved.
Article 47 If a resolution of the general meeting or the
Board violates any law or administrative regulation, the
shareholder shall have the right to petition a court to
invalidate the resolution.
If the convening procedure or voting method violates
any law, administrative regulation or the Articles of
Association, or the contents of a resolution breaches
the Articles of Association, the shareholder shall have
the right to petition a court to revoke such resolution
within 60 days from the date on which the resolution is
approved. However, this shall not apply when there
are only minor defects in the convening procedures
or voting method of the general meeting or meeting
of the Board, which do not materially affect the
resolution.
Where the Board, shareholders and other
stakeholders dispute the validity of a resolution of the
general meeting, they shall promptly file a lawsuit
with the people's court. Before the people's court
makes a judgement or ruling such as a revocation
of the resolution, the stakeholders shall execute the
resolution of the general meeting. The Company,
Directors and senior management officer shall
perform their duties diligently to ensure the normal
operation of the Company.
Where the people's court makes a judgement or
ruling on a relevant matter, the Company shall
fulfil its obligation to disclose the information in
accordance with the laws, administrative regulations,
requirements of the CSRC and stock exchanges, fully
explain the impact, and actively cooperate with the
enforcement of the judgement or ruling after it has
come into effect. Where corrections to prior events
are involved, they will be handled in a timely manner
and the corresponding information disclosure
obligations will be fulfilled.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 36 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
the CSRC, and taking into account
the actual situation of the Company.
Original articles Amended articles Basis of amendment
Article 48 Resolutions of the general meeting or Amendment is made in accordance
Board meeting of the Company shall not be valid with the relevant requirements
under any of the following circumstances: of relevant laws, regulations and
normative documents such as
(1) no general meeting or Board meeting has been Article 37 of the currently effective
convened to pass a resolution; Guidelines for the Articles of
Association of Listed Companies of
(2) the resolution is not voted on at the general the CSRC, and taking into account
meeting or Board meeting; the actual situation of the Company.
(3) the number of persons attending the meeting or
the number of voting rights held does not reach the
number of persons or the number of voting rights
held as provided for in the Company Law or the
Articles of Association; or
(4) the number of persons agreeing to the resolution
or the number of voting rights held does not reach
the number of persons or the number of voting rights
held as provided for in the Company Law or the
Articles of Association.
Original articles Amended articles Basis of amendment
Article 67 If the Director or any other senior Article 49 If the Director or any other senior Amendment is made in accordance
management officer of the Company violates any law management officer (other than members of the with the relevant requirements
or administrative regulation or breaches the Articles Audit Committee) violates any law or administrative of relevant laws, regulations and
of Association in performing his or her duties, causing regulation or breaches the Articles of Association normative documents such as
losses to the Company, shareholders that holds 1% or in performing his or her duties, causing losses to Article 38 of the currently effective
more of the shares in the Company, either individually the Company, shareholders that holds 1% or more Guidelines for the Articles of
or collectively, for 180 or more consecutive days shall of the shares in the Company, either individually or Association of Listed Companies of
have the right to request the Supervisory Committee collectively, for 180 or more consecutive days shall the CSRC, and taking into account
in writing to institute a legal action in a people's court; have the right to request the Audit Committee in the actual situation of the Company.
if the Supervisory Committee violates any law or writing to institute a legal action in a people's court; if
administrative regulation or breaches the Articles of a member of the Audit Committee violates any law
Association in performing its duties, causing losses to the or administrative regulation or breaches the Articles of
Company, such shareholders may request the Board in Association in performing his or her duties, causing
writing to institute a legal action in a people's court. losses to the Company, the aforesaid shareholders may
request the Board in writing to institute a legal action in a
If the Supervisory Committee or the Board refuses to people's court.
institute a legal action upon receipt of the written request
from the shareholders, or fails to do so within 30 days If the Audit Committee or the Board refuses to institute
from the date of receipt of the written request, or if a legal action upon receipt of the written request from
the circumstances are urgent and failure to promptly the shareholders, or fails to do so within 30 days
institute a legal action would cause irreparable harm, from the date of receipt of the written request, or if
the shareholders mentioned in the preceding paragraph the circumstances are urgent and failure to promptly
shall have the right to institute a legal action in a institute a legal action would cause irreparable harm,
people's court in their own names for the interests of the the shareholders mentioned in the preceding paragraph
Company. shall have the right to institute a legal action in a
people's court in their own names for the interests of the
In the event that a third party infringes upon the legal Company.
rights and interests of the Company, thereby causing the
Company to sustain a loss, the shareholders, as specified In the event that a third party infringes upon the legal
in the first paragraph of this article, may institute a rights and interests of the Company, thereby causing the
legal action in a people's court pursuant to the first two Company to sustain a loss, the shareholders, as specified
paragraphs hereinabove in this Article. in the first paragraph of this article, may institute a
legal action in a people's court pursuant to the first two
paragraphs hereinabove in this Article.
Original articles Amended articles Basis of amendment
If the director, supervisor or any other senior
management officer of a wholly-owned subsidiary
of the Company violates any law or administrative
regulation or breaches the Articles of Association in
performing his or her duties, causing losses to the
Company, or in the event that a third party infringes
upon the legal rights and interests of a wholly
owned subsidiary of the Company, thereby causing
the subsidiary to sustain a loss, shareholders that
holds 1% or more of the shares in the Company,
either individually or collectively, for 180 or more
consecutive days may request the supervisory
committee or board of directors of the wholly-owned
subsidiary in writing to institute a legal action in a
people's court or initiate a legal action in a people's
court in its own name pursuant to the first three
paragraphs of Article 189 of the Company Law.
If the Company's wholly-owned subsidiary has
not established a supervisory committee or any
supervisor, but established an audit committee,
the matter shall be dealt with in accordance with
paragraphs 1 and 2 of this article.
Original articles Amended articles Basis of amendment
Article 68 The Company shall establish an effective Article 50 The Company shall establish an effective Amendment is made in accordance
communication mechanism with its shareholders and communication mechanism with its shareholders and with the relevant requirements
shall protect the shareholders' right of information shall protect the shareholders' right of information of relevant laws, regulations and
pursuant to laws. pursuant to laws. normative documents such as
the currently effective Corporate
In any of the following circumstances, the Company In any of the following circumstances, the Company Governance Rules for Securities
shall immediately notify all the shareholders in writing, shall immediately notify all the shareholders in writing, Companies and the Guidelines for
and report it to the delegated authority of the CSRC and report it to the delegated authority of the CSRC the Articles of Association of Listed
where the Company is domiciled: where the Company is domiciled: Companies of the CSRC, and taking
into account the actual situation of
(1) the Company or any of its Directors, Supervisors or (1) the Company or any of its Directors or senior the Company.
senior management officers is suspected of committing management officers is suspected of committing any
any serious breach of any law or regulation; serious breach of any law or regulation;
(2) the financial position of the Company has (2) the financial position of the Company has
deteriorated to the extent that the risk control indicators deteriorated to the extent that the risk control indicators
are incompatible with the criteria set by the CSRC; are incompatible with the criteria set by the CSRC;
(3) the Company incurs a huge loss; (3) the Company incurs a huge loss;
(4) the Company proposes to change any of its legal (4) the Company proposes to change any of its legal
representative, the Chairman, the chairman of the representative, the Chairman, or the chief person-in
Supervisory Committee, or the chief person-in-charge charge of the operation and management;
of the operation and management;
(5) an emergency occurs that materially and adversely
(5) an emergency occurs that materially and adversely affects or may affect the interests of the Company or its
affects or may affect the interests of the Company or its clients; and
clients; and
(6) other matters that may affect the on-going operation
(6) other matters that may affect the on-going operation of the Company.
of the Company.
Original articles Amended articles Basis of amendment
Article 70 The ordinary shareholders of the Company
shall have the following obligations:
Article 52 The shareholders of the Company shall have
the following obligations:
Due to the abolishment of relevant
requirements such as the Notice on
Implementation of the Mandatory
(1) to abide by laws, administrative regulations and the
Articles of Association;
(1) to abide by laws, administrative regulations and the
Articles of Association;
Provisions of Articles of Association
of Companies that List Overseas,
amendment is made in accordance
(2) to pay capital contribution as per the shares
subscribed for and the method of subscription;
(2) to pay monies as per the shares subscribed for and
the method of subscription;
with the relevant requirements
of relevant laws, regulations and
normative documents such as
(3) not to make divestment unless in the circumstances
stipulated by laws and regulations;
(3) not to withdraw their share capital unless in the
circumstances stipulated by laws and regulations;
Article 40 of the currently effective
Guidelines for the Articles of
Association of Listed Companies of
(4) to fulfill obligation of capital contribution in strict
accordance with the laws and regulations, and the
stipulations of the CSRC. The shares of the Company
shall be purchased with shareholders' own funds and
the funds shall be obtained from legal sources rather
than entrusted funds and other funds not owned by
themselves, with the exception of situations recognized
by the laws and regulations and the CSRC;
(4) to fulfill obligation of capital contribution in strict
accordance with the laws and regulations, and the
stipulations of the CSRC. The shares of the Company
shall be purchased with shareholders' own funds and
the funds shall be obtained from legal sources rather
than entrusted funds and other funds not owned by
themselves, with the exception of situations recognized
by the laws and regulations and the CSRC;
the CSRC, and taking into account
the actual situation of the Company.
(5) to describe shareholding structure truly, accurately
and completely up to the de facto controller, the ultimate
equity holder, as well as the affiliation relationship with
other shareholders or the relationship with persons acting
in concert, and not to evade the approval or supervision
in connection with shareholders' qualification by way of
concealing or cheating, etc.;
(5) to describe shareholding structure truly, accurately
and completely up to the de facto controller, the ultimate
equity holder, as well as the affiliation relationship with
other shareholders or the relationship with persons acting
in concert, and not to evade the approval or supervision
in connection with shareholders' qualification by way of
concealing or cheating, etc.;
(6) major shareholders and controlling shareholders
shall pay supplementary capital to the Company when
necessary;
(6) major shareholders and controlling shareholders
shall pay supplementary capital to the Company when
necessary;
(7) any shareholder who is subject to but has not
obtained the approval or has not made due filings
with the appropriate regulatory authority, or has not
completed mandatory rectification process, is forbidden
to exercise such rights of requesting a general meeting
of shareholders, voting, nomination, making a proposal,
and disposal;
(7) any shareholder who is subject to but has not
obtained the approval or has not made due filings
with the appropriate regulatory authority, or has not
completed mandatory rectification process, is forbidden
to exercise such rights of requesting a general meeting
of shareholders, voting, nomination, making a proposal,
and disposal;
Original articles Amended articles Basis of amendment
(8) not to abuse shareholders' rights to impair the (8) not to abuse shareholders' rights to impair the
interests of the Company or other shareholders; not interests of the Company or other shareholders; not
to abuse the independent status of legal person or to abuse the independent status of legal person or
shareholders' limited liabilities to impair the interests shareholders' limited liabilities to impair the interests
of the creditors of the Company. Any shareholder who of the creditors of the Company. Any shareholder who
makes misrepresentation, abuses his or her rights as makes misrepresentation, abuses his or her rights as
a shareholder, or engages in any conduct impairing a shareholder, or engages in any conduct impairing
the interests of the Company shall not exercise such the interests of the Company shall not exercise such
rights of requesting a general meeting of shareholders, rights of requesting a general meeting of shareholders,
voting, nomination, making a proposal, and disposal. voting, nomination, making a proposal, and disposal.
Shareholders of the Company who abuse their Shareholders of the Company who abuse their
shareholders' rights and thereby cause loss on the shareholders' rights and thereby cause loss on the
Company or other shareholders shall be liable for loss Company or other shareholders shall be liable for loss
compensation according to the laws. Where shareholders compensation according to the laws. Where shareholders
of the Company abuse the Company's position as an of the Company abuse the Company's position as an
independent legal person and the limited liabilities of independent legal person and the limited liabilities of
shareholders for the purposes of evading repayment of shareholders for the purposes of evading repayment of
debts, thereby materially impairing the interests of the debts, thereby materially impairing the interests of the
creditors of the Company, such shareholders shall be creditors of the Company, such shareholders shall be
jointly and severally liable for the debts owed by the jointly and severally liable for the debts owed by the
Company; Company;
Original articles Amended articles Basis of amendment
(9) the shareholder holding 5% or more shares and
the de facto controller of the Company shall notify the
Company in writing within five business days of any of
the following events: 1. equity of the Company it holds
or controls is subject to property preservation or other
mandatory enforcement measures; 2. any shareholder
who holds more than 5% of the shares of the Company
changes its de facto controller; 3. he or she decides to
transfer the shares of the Company it holds or controls;
4. he or she entrusts another person to exercise his or
her shareholder's rights, or reaches an agreement with
another person with respect to the exercise of his or her
shareholder's rights; 5. he or she changes his or her name;
6. it or he or she engages in any merger or division; 7. he
or she is ordered to suspend operation, or is appointed
a receiver, or is taken over, subject to revoke or other
regulatory measures or in the process of dissolution,
bankruptcy or liquidation; 8. he or she is imposed upon
administrative penalties or criminal punishments due
to serious violation of laws or regulations; 9. he or she
encounters any other circumstances that may lead to
transfer of the shares he or she holds or controls or that
may affect the Company's operation. The Company
shall, within five business days from the day on which
any of the foregoing events is known, report such to the
delegated authority of the CSRC where the Company is
domiciled. (If such shareholder is a Recognized Clearing
House as defined by the relevant laws and regulations of
the location where the Company's shares are listed or a
depositary of GDR (the "Depositary"), the provisions of
this Article shall not apply to such Recognized Clearing
House or the Depositary);
(9) the shareholder holding 5% or more shares and
the de facto controller of the Company shall notify the
Company in writing within five business days of any of
the following events: 1. equity of the Company it holds
or controls is subject to property preservation or other
mandatory enforcement measures; 2. any shareholder
who holds more than 5% of the shares of the Company
changes its de facto controller; 3. he or she decides to
transfer the shares of the Company it holds or controls;
4. he or she entrusts another person to exercise his or
her shareholder's rights, or reaches an agreement with
another person with respect to the exercise of his or her
shareholder's rights; 5. he or she changes his or her name;
6. it or he or she engages in any merger or division; 7. he
or she is ordered to suspend operation, or is appointed
a receiver, or is taken over, subject to revoke or other
regulatory measures or in the process of dissolution,
bankruptcy or liquidation; 8. he or she is imposed upon
administrative penalties or criminal punishments due
to serious violation of laws or regulations; 9. he or she
encounters any other circumstances that may lead to
transfer of the shares he or she holds or controls or that
may affect the Company's operation. The Company
shall, within five business days from the day on which
any of the foregoing events is known, report such to the
delegated authority of the CSRC where the Company is
domiciled. (If such shareholder is a Recognized Clearing
House as defined by the relevant laws and regulations of
the location where the Company's shares are listed or a
depositary of GDR (the "Depositary"), the provisions of
this Article shall not apply to such Recognized Clearing
House or the Depositary);
(10) to fulfill other obligations as stipulated by
laws, administrative regulations and the Articles of
Association.
(10) to fulfill other obligations as stipulated by
laws, administrative regulations and the Articles of
Association.
Shareholders shall not bear any liability for further
contribution to share capital other than the conditions
agreed to as a subscriber of the relevant shares on
subscription, unless otherwise specified herein.
Original articles Amended articles Basis of amendment
Article 71 Where a shareholder holding more than 5% of
voting shares of the Company pledges any of his or her
shares, he or she shall report the same to the Company
in writing on the day on which he or she pledges his or
her shares. The Company shall, within five business
days from the day on which any of the foregoing events
is known, report to the delegated authority of the CSRC
where the Company is domiciled.
Any entity or individual which becomes a major
shareholder of the Company or the actual controller
of the Company without approval from the securities
regulatory authorities of the State Council shall make
rectifications within the specified time limit; the
corresponding equity will not carry voting rights before
such rectification.
Article 53 Where a shareholder holding more than 5%
of shares of the Company pledges any of his or her
shareholdings in the Company, he or she shall notify
the Company within five business days. The Company
shall, within five business days from the day on which
any of the foregoing circumstances is known, report to
the delegated authority of the CSRC where the Company
is domiciled.
Any entity or individual which becomes a major
shareholder of the Company or the actual controller
of the Company without approval from the securities
regulatory authorities of the State Council shall make
rectifications within the specified time limit; the
corresponding equity will not carry voting rights before
such rectification.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
Article 10 of the currently effective
Corporate Governance Rules for
Securities Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 73 The controlling shareholder(s) or the de facto
controller(s) shall not use their controlling positions
or abuse their rights to impair the legal interests of the
Company, other shareholders of the Company and the
clients of the Company. They shall be liable for damages
if, as a result of violating a regulation, they cause the
Company, other shareholders of the Company and the
clients of the Company to sustain a loss.
The controlling shareholders and the de facto controllers
of the Company bear the fiduciary duty toward the
Company and retail shareholders. The controlling
shareholder shall exercise his or her rights as an investor
in strict compliance with relevant laws. It may not use
such means as a profit distribution, assets restructuring,
investment in a third party, appropriation of funds, loan
security, etc.
The controlling shareholders of the Company shall
not appoint and dismiss any Director, Supervisor or
senior management officer of the Company without
the approval of the general meeting and the Board. The
shareholders and de facto controllers of the Company
may not interfere the operation and management of
the Company, by violating any requirement stipulated
by laws, administrative regulations or the Articles of
Association.
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
"Chapter IV Section 2 Controlling
S h a r e h o l d e r s a n d D e F a c t o
Controllers" of the currently
effective Guidelines for the Articles
of Association of Listed Companies
of the CSRC, and taking into
account the actual situation of
the Company, with the addition
of a corresponding section titled
"Controlling Shareholders and De
Facto Controllers".
Original articles Amended articles Basis of amendment
Article 74 Save for the obligations imposed by laws and Due to the abolishment of relevant
administrative regulations or required by the listing rules requirements such as the Notice on
of the stock exchange where the shares of the Company Implementation of the Mandatory
are listed, the controlling shareholders of the Company Provisions of Articles of Association
shall not vote, in exercising his or her shareholder of Companies that List Overseas,
powers, on the following with prejudice to the interests amendment is made in accordance
of all or part of the shareholders: with the relevant requirements
of relevant laws, regulations and
(1) releasing a Director or Supervisor of the responsibility normative documents such as the
to act honestly in the best interests of the Company; currently effective Guidelines for
the Articles of Association of Listed
(2) approving that a Director or Supervisor (for his or her Companies of the CSRC, and taking
own or another person's benefit) deprive the Company into account the actual situation of
of its property in any way, including (but not limited to) the Company.
any opportunities that are advantageous to the Company;
or
(3) approving that a Director or Supervisor (for his
or her own or another person's benefit) deprive other
shareholders of their individual rights or interests,
including but not limited to rights to distributions
and voting rights, but excluding a restructuring of the
Company submitted to the general meeting for adoption
in accordance with the Articles of Association.
Original articles Amended articles Basis of amendment
Article 75 The business, institutions, assets, finance Amendment is made in accordance
and place of business of the Company shall be strictly with the relevant requirements
separated from those of the shareholders, de facto of relevant laws, regulations and
controllers or other connected persons. The operations normative documents such as
and accounting shall be independent, and they shall "Chapter IV Section 2 Controlling
assume the liabilities and risks independently. Staff of S h a r e h o l d e r s a n d D e F a c t o
the shareholders of the Company who concurrently Controllers" of the currently
take positions in the Company shall comply with laws, effective Guidelines for the Articles
administrative regulations and the requirements of the of Association of Listed Companies
CSRC. of the CSRC, and taking into
account the actual situation of
The controlling shareholders and de facto controller of the Company, with the addition
the Company and their connected persons shall adopt of a corresponding section titled
effective measures to avoid engaging in competitive "Controlling Shareholders and De
business with that of the Company. In case of controlling Facto Controllers".
other securities companies, the Company shall not impair
the interests of the securities companies under its control.
The connected transactions of the shareholders, de facto
controllers of the Company and their connected persons
shall not impair the legal interests of the Company and
its customers.
Appropriation of the Company's funds is strictly
restricted in the operating fund transactions of the
Company with controlling shareholders and other
connected persons. Controlling shareholders and other
connected persons shall not require advance payment
of periodic expenses such as salary, welfare, insurance,
advertisement, etc., to be paid by the Company; nor shall
they undertake each other's cost and other expenditures.
Original articles Amended articles Basis of amendment
The Company is not allowed to directly or indirectly
provide funds to the controlling shareholders and other
connected persons in the following manners:
(1) providing funds of the Company to the controlling
shareholders and other connected persons with or
without compensation;
(2) providing entrusted loans to controlling shareholders
and other connected persons through banks or non
banking financial institutions;
(3) entrusting the controlling shareholders or other
connected persons to carry out investment activities on
its behalf;
(4) issuing bank or trade acceptance bills without a real
transaction background for its controlling shareholders
and other connected persons;
(5) repaying debts for its controlling shareholders and
other connected persons; and
(6) other manners recognized by the CSRC.
The Company shall, after the end of each financial
year, engage the accounting firm with the securities
qualification to conduct a specific audit on any
appropriation and illegal guarantee of the Company's
funds by the controlling shareholder and other connected
persons. Independent Director(s) shall, in case of
disagreement to the audit result, be entitled to propose
to the Board of the Company the engagement of another
accounting firm for re-auditing.
Original articles Amended articles Basis of amendment
Once the controlling shareholders and de facto
controllers misappropriate the Company's assets and
impair interests of the Company and public shareholders,
the Board shall immediately apply for judicial freezing
of the equity interest of the Company, so that if a
compensation in cash is not effected, the misappropriated
assets shall be compensated through realization of equity
interests, and the controlling shareholders shall assume
the responsibilities for making compensation.
In the event that the Directors, Supervisors and senior
management officers of the Company violate the
requirements in the Articles of Association and assist
the controlling shareholder or other connected persons
in misappropriating the assets of the Company, the
Company will impose penalties, including warning,
fine, demotion, removal, dismissal and others, on the
person directly in charge, depending on the severity. The
Company shall submit the case to the general meeting
for dismissing the Directors and Supervisors who assume
serious responsibilities. Where it constitutes a criminal
offence, it shall be referred to judicial organs.
Section 2 Controlling Shareholders and De Facto
Controllers
Amendment is made in accordance
with the relevant requirements
of relevant laws, regulations and
normative documents such as
"Chapter IV Section 2 Controlling
S h a r e h o l d e r s a n d D e F a c t o
Controllers" of the currently
effective Guidelines for the Articles
of Association of Listed Companies
of the CSRC, and taking into
account the actual situation of
the Company, with the addition
of a corresponding section titled
"Controlling Shareholders and De
Facto Controllers".
Original articles Amended articles Basis of amendment
- Article 55 The controlling shareholders and
de facto controllers of the Company shall
exercise their rights and fulfil their obligations
in accordance with the laws, administrative
regulations and the requirements of the CSRC
and the stock exchanges, and safeguard the
interests of the Company.
The provisions under this section shall be
applicable to the largest shareholder of the
Company.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 42 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
- Article 56 The controlling shareholders and de
facto controllers of the Company shall comply
with the following provisions:
(1) to exercise their rights as shareholders in
accordance with the law and not abuse their
control or use their affiliation to prejudice the
legitimate interests of the Company or other
shareholders;
(2) to strictly implement the public statements and
undertakings made and shall not change or waive
them;
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 43 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
(3) to fulfil information disclosure obligations in
strict accordance with the relevant regulations,
to proactively cooperate with the Company
in information disclosure and to inform the
Company in a timely manner of material events
that have occurred or are proposed to occur;
(4) not to appropriate the Company's funds in
any way;
(5) not to order, instruct or request the Company
and relevant personnel to provide guarantees in
violation of laws and regulations;
Original articles Amended articles Basis of amendment
(6) not to make use of the Company's undisclosed
material information to gain benefits, not
to divulge in any way undisclosed material
information relating to the Company, and not to
engage in insider trading, short-swing trading,
market manipulation and other illegal and
unlawful acts;
(7) not to prejudice the legitimate rights and
interests of the Company and other shareholders
through unfair related transactions, profit
distribution, asset restructuring, external
investment or any other means;
(8) to ensure the integrity of the Company's
assets, and the independence of personnel, finance,
organisation and business, and not to affect the
independence of the Company in any way;
(9) other provisions prescribed by laws,
administrative regulations, the requirements
of the CSRC, the business rules of the stock
exchanges and the Articles of Association.
Where a controlling shareholder or de facto
controller of the Company does not act as a
Director of the Company but actually carries out
the affairs of the Company, the provisions of the
Articles of Association relating to the duties of
loyalty and diligence of Directors shall apply.
Where a controlling shareholder or de facto
controller of the Company instructs a Director
or senior management officer to engage in an
act that is detrimental to the interests of the
Company or the shareholders, he/she shall be
jointly and severally liable with such Director or
senior management officer.
Original articles Amended articles Basis of amendment
- Article 57 Where a controlling shareholder
or de facto controller pledges the shares of
the Company that he/she holds or actually
controls, he/she shall maintain the stability of the
Company's control and production operations.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 44 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
- Article 58 Where a controlling shareholder or
de facto controller transfers the shares of the
Company held by him/her, he/she shall comply
with the restrictive provisions concerning
the transfer of shares set out in the laws,
administrative regulations and the requirements
of the CSRC and the stock exchanges, as well as
his/her undertakings in respect of the restriction
on the transfer of shares.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 45 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Section 2 General Provisions for General
Meetings
Section 3 General Provisions for General
Meetings
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 76 The general meeting, as the organ of
authority of the Company, shall have the following
functions and powers in accordance with law:
(1) to decide on the business policies and
investment plans of the Company;
(2) to elect and replace a Director or Supervisor
who is not an employee representative, and decide
on the amount and payment method of to his or her
remuneration;
Article 59 The general meeting of the Company
shall comprise all shareholders. The general
meeting, as the organ of authority of the Company,
shall have the following functions and powers in
accordance with law:
(1) to elect and replace a Director who is not an
employee representative, and decide on matters
relating to the remuneration of the Directors;
(2) to consider and approve the report of the Board;
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 46 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
(3) to consider and approve the report of the Board; (3) to consider and approve the profit distribution
plans and the plans for making up losses of the
(4) to consider and approve the report of the
Supervisory Committee;
Company;
(4) to pass resolutions on any increase or decrease of
(5) to consider and approve the annual financial
budgets and the final accounts of the Company;
the Company's registered capital;
(5) to pass resolutions on the issue of corporate
(6) to consider and approve the profit distribution bonds;
plans and the plans for making up losses of the
Company; (6) to pass resolutions on the merger, division,
(7) to pass resolutions on any increase or decrease of
the Company's registered capital;
dissolution, liquidation, or change in corporate form
of the Company;
(7) to amend the Articles of Association;
(8) to pass resolutions on the issue of corporate
bonds; (8) to pass resolutions on the engagement and
(9) to pass resolutions on the merger, division, dismissal of any accounting firm undertaking audit
services of the Company by the Company;
dissolution, liquidation, or change in corporate form
of the Company; (9) to consider and approve matters relating to
guarantees under Article 60 of the Articles of
(10) to amend the Articles of Association; Association;
(11) to pass resolutions on the engagement and (10) to consider and approve matters relating to the
dismissal of any accounting firm by the Company; purchase and/or sale by the Company within one
year of material assets valued at more than 30% of
(12) to consider and approve matters relating to the Company's audited total asset of the Company as
guarantees under Article 77 of the Articles of
Association;
at the most recent period;
(11) to consider and approve any change in the use
(13) to consider and approve matters relating to the of offer proceeds;
purchase and/or sale by the Company within one
year of material assets valued at more than 30% of (12) to consider and approve any share incentive
the Company's audited total asset of the Company as scheme and the employee shareholding scheme;
at the most recent period; (13) to consider and approve any proposal by the
shareholders that hold, individually or collectively,
1% or more of shares with the voting rights in the
Company;
Original articles Amended articles Basis of amendment
(14) to consider and approve any change in the use
of offer proceeds;
(14) to decide on the purchase of the shares of the
Company by the Company due to circumstances
specified in items (1) and (2) of Article 28 of the
(15) to consider and approve any share incentive
scheme and the employee shareholding scheme;
Articles of Association;
(16) to consider and approve any proposal by the
shareholders that hold, individually or collectively,
3% or more of shares with the voting rights in the
Company;
(15) to consider other matters required to be
resolved by the general meeting pursuant to laws,
administrative regulations, departmental rules and
regulations, the listing rules of the place where
the Company's shares are listed or the Articles of
Association.
(17) to listen to specific explanations, made by the
Board and the Supervisory Committee, on the
performance appraisal and remunerations of the
Directors and Supervisors;
The general meeting may authorize the Board
to resolve matters in relation to corporate bond
issuance.
(18) to listen to the specific explanations, made
by the Board, on the implementation of duties,
performance appraisal and remunerations of the
senior management officers;
(19) to decide on the purchase of the shares of the
Company by the Company due to circumstances
specified in items (1) and (2) of Article 29 of the
The Company may issue shares, corporate bonds
convertible into shares by a resolution of the
general meeting or by a resolution of the Board
as authorized by the Articles of Association or the
general meeting, the specific implementation of
which shall comply with the laws, administrative
regulations and the requirements of the CSRC
and the stock exchanges.
Articles of Association;
(20) to consider other matters required to be resolved
by the shareholders' general meeting pursuant to
laws, administrative regulations, departmental rules
and regulations, the listing rules of the place where
the Company's shares are listed or the Articles of
Association.
U n l e s s o t h e r w i s e s t i p u l a t e d b y l a w s ,
administrative regulations, the requirements of
the CSRC, the rules of the stock exchanges or the
Articles of Association, the functions and powers
of the general meeting above-mentioned shall not be
delegated through authorization to the Board or any
other body or individual.
The functions and powers of the general meeting
above-mentioned shall not be delegated through
authorization to the Board or any other body or
individual.
Original articles Amended articles Basis of amendment
Article 77 The following external guarantees given
by the Company shall be examined and approved by
the general meeting:
Article 60 The following external guarantees given
by the Company shall be examined and approved by
the general meeting:
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
(1) any guarantee to be provided to a recipient of
such security whose asset to liability ratio is over
70%;
(1) any guarantee to be provided to a recipient of
such security whose asset to liability ratio is over
70%;
documents such as Article 47 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
(2) one item of security the amount secured by which
exceeds 10% of the audited asset as at the most
recent period;
(2) one item of security the amount secured by which
exceeds 10% of the audited asset as at the most
recent period;
and taking into account the actual
situation of the Company.
(3) the total amount of the external guarantees
provided by the Company and wholly-owned,
holding subsidiaries exceeding 50% of the latest
audited net assets;
(3) the total amount of the external guarantees
provided by the Company and wholly-owned,
holding subsidiaries exceeding 50% of the latest
audited net assets;
(4) the total amount of the external guarantees
provided by the Company exceeding 30% of the
latest audited total assets;
(4) the total amount of the external guarantees
provided by the Company exceeding 30% of the
latest audited total assets;
(5) the amount of the guarantees provided by the
Company within one year exceeding 30% of the
latest audited total assets.
(5) the amount of the guarantees to other parties
provided by the Company within one year exceeding
30% of the latest audited total assets.
External guarantees of the Company and
wholly-owned, holding subsidiaries include
guarantees provided by the Company to its
wholly-owned, holding subsidiaries and guarantees
provided by the Company's wholly-owned, holding
subsidiaries to their subsidiaries. External guarantees
provided by the Company are relevant to its business
needs and matches its business scale.
External guarantees of the Company and
wholly-owned, holding subsidiaries include
guarantees provided by the Company to its
wholly-owned, holding subsidiaries and guarantees
provided by the Company's wholly-owned, holding
subsidiaries to their subsidiaries. External guarantees
provided by the Company are relevant to its business
needs and matches its business scale.
Guarantees to be provided by the Company to
the connected persons, regardless of the amount,
should be examined and approved at the general
meeting after the consideration and approval
of the Board meeting. Except for the provision
of margin financing and securities lending to
customers in accordance with the regulations, the
Company shall not provide financing or guarantee
Guarantees to be provided by the Company to
the connected persons, regardless of the amount,
should be examined and approved at the general
meeting after the consideration and approval
of the Board meeting. Except for the provision
of margin financing and securities lending to
customers in accordance with the regulations, the
Company shall not provide financing or guarantee
for its shareholders or the connected persons of its
shareholders.
for its shareholders or the connected persons of its
shareholders.
Original articles Amended articles Basis of amendment
In case of violation of the approval authority
or review procedures of the general meeting or
the Board of Directors for external guarantees
as stipulated in the Articles of Association, the
Company shall investigate the corresponding legal
and economic responsibilities of the responsible
person according to the seriousness of the situation.
In case of violation of the approval authority
or review procedures of the general meeting or
the Board of Directors for external guarantees
as stipulated in the Articles of Association, the
Company shall investigate the corresponding legal
and economic responsibilities of the responsible
person according to the seriousness of the situation.
Article 78 The general meetings include annual
general meetings and extraordinary general meetings.
The annual general meeting shall be called once
a year, within six months following the end of
the previous fiscal year. If the meeting has to be
postponed for special reasons, the Company shall
report to the delegated authority of the CSRC where
the Company is domiciled in a timely manner, and
explain the reasons for the postponement.
Article 61 The general meetings include annual
general meetings and extraordinary general meetings.
The annual general meeting shall be called once
a year, within six months following the end of
the previous fiscal year. If the meeting has to be
postponed for special reasons, the Company shall
report to the delegated authority of the CSRC where
the Company is domiciled in a timely manner, and
explain the reasons for the postponement.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 48 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 79 An extraordinary general meeting shall
be called, within two months from the date of the
occurrence of any of the following circumstances:
Article 62 An extraordinary general meeting shall
be called, within two months from the date of the
occurrence of any of the following circumstances:
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
(1) the number of Directors is less than the minimum
number specified in the Company Law, or less than
two-thirds of the number specified in the Articles of
Association;
(1) the number of Directors is less than the minimum
number specified in the Company Law, or less than
two-thirds of the number specified in the Articles of
Association;
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
(2) the losses of the Company that have not been
made up reach one-third of its total paid in the share
capital;
(2) the losses of the Company that have not been
made up reach one-third of its total share capital;
documents such as Article 49 of
the currently effective Guidelines
for the Articles of Association of
(3) shareholders that hold, individually or
collectively, more than 10% of the shares in the
Company request to hold such meeting (number
of shares held shall be calculated according to
(3) shareholders that hold, individually or
collectively, more than 10% of the shares in the
Company request to hold such meeting;
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
the number of shares held as at the date of the
submission of the written request);
Original articles Amended articles Basis of amendment
(4) the Board considers it necessary; (4) the Board considers it necessary;
(5) the Supervisory Committee proposes to hold such
a meeting; or
(5) the Audit Committee proposes to hold such a
meeting; or
(6) other circumstances under relevant laws,
administrative regulations, departmental rules or the
Articles of Association.
(6) other circumstances under relevant laws,
administrative regulations, departmental rules or the
Articles of Association.
Article 80 The venue of the general meeting shall be
the domicile of the Company or the venue explicitly
notified in the notice of the general meeting.
Article 63 The venue of the general meeting shall be
the domicile of the Company or the venue explicitly
notified in the notice of the general meeting.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
The general meeting shall be held in the venue by
way of combination of physical meeting and online
poll. The time and place of the on-site meeting
shall be selected to facilitate the participation of
shareholders. A shareholder who participates in
a general meeting in the aforesaid means shall be
deemed as being present.
A venue shall be set for the general meeting which
shall be convened on-site. The Company shall
make it convenient for the shareholders through
online voting. The general meeting may be held
not only in person at the meeting venue in the
form of an onsite meeting, but also simultaneously
through electronic communication means.
documents such as Article 50 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Where the Company convenes a general meeting by
online poll, all shareholders whose names appear on
the register of members on the shareholding record
date shall confirm their identity and participate in
voting through the online system.
Where the Company convenes a general meeting by
online poll, all shareholders whose names appear on
the register of members on the shareholding record
date shall confirm their identity and participate in
voting through the online system.
Original articles Amended articles Basis of amendment
Article 81 During the general meeting, the Company Article 64 During the general meeting, the Company A m e n d m e n t i s m a d e i n
will retain an attorney to issue legal opinions on the
following matters and publish the same:
will retain an attorney to issue legal opinions on the
following matters and publish the same:
accordance with the relevant
requirements of relevant laws,
regulations and normative
(1) whether the procedures of convening and
holding the meeting comply with relevant laws
or administrative regulations and the Articles of
Association;
(1) whether the procedures of convening and
holding the meeting comply with relevant laws or
administrative regulations and the provisions of the
Articles of Association;
documents such as Article 51 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
(2) whether the qualifications of the attendants and
the convener are lawful and valid;
(2) whether the qualifications of the attendants and
the convener are lawful and valid;
situation of the Company.
(3) whether the voting procedure and results are
lawful and valid; and
(3) whether the voting procedure and results are
lawful and valid; and
(4) on other relevant issues as required by the
Company.
(4) on other relevant issues as required by the
Company.
Section 3 Assembling of General Meetings Section 4 Assembling of General Meetings A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 82 The independent Directors shall have the
right to propose to the Board to call an extraordinary
general meeting. The Board shall, in accordance with
relevant laws, administrative regulations and the
Articles of Association, give a written response on
whether or not it agrees to call such an extraordinary
general meeting within 10 days after receiving the
proposal from the independent Directors to call such
meeting.
If the Board agrees to hold an extraordinary general
meeting, it will issue a notice calling such meeting
within 5 days after it has so resolved. If the Board
does not agree to hold the extraordinary general
meeting, it shall give the reasons and publish an
announcement.
Article 65 The Board shall convene the general
meeting on time within the prescribed time limit.
With the consent of a majority of all independent
Directors, the independent Directors shall have the
right to propose to the Board to call an extraordinary
general meeting. The Board shall, in accordance with
relevant laws, administrative regulations and the
Articles of Association, give a written response on
whether or not it agrees to call such an extraordinary
general meeting within 10 days after receiving the
proposal from the independent Directors to call such
meeting. If the Board agrees to hold an extraordinary
general meeting, it will issue a notice calling such
meeting within 5 days after it has so resolved. If
the Board does not agree to hold the extraordinary
general meeting, it shall give the reasons and publish
an announcement.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 52 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 83 The Supervisory Committee shall have
the right to propose to the Board in writing to hold
an extraordinary general meeting. The Board shall,
in accordance with relevant laws, administrative
regulations and the Articles of Association, give a
written response on whether or not it agrees to call
such an extraordinary general meeting within 10 days
after receiving the proposal from the independent
Directors to call such meeting.
If the Board agrees to hold an extraordinary general
meeting, it will issue a notice calling such meeting
within 5 days after it has so resolved. The consent of
the Supervisory Committee shall be secured if any
change is to be made in the notice to the original
request.
If the Board disagrees to hold an extraordinary
general meeting or fails to give a response within
10 days after the receipt of the proposal, the
Supervisory Committee may convene and preside an
extraordinary general meeting on its own.
Article 66 The Audit Committee shall propose
to the Board in writing to hold an extraordinary
general meeting. The Board shall, in accordance with
relevant laws, administrative regulations and the
Articles of Association, give a written response on
whether or not it agrees to call such an extraordinary
general meeting within 10 days after receiving the
proposal from the independent Directors to call such
meeting.
If the Board agrees to hold an extraordinary general
meeting, it will issue a notice calling such meeting
within 5 days after it has so resolved. The consent of
the Audit Committee shall be secured if any change
is to be made in the notice to the original request.
If the Board disagrees to hold an extraordinary
general meeting or fails to give a response within
10 days after the receipt of the proposal, the
Audit Committee may convene and preside an
extraordinary general meeting on its own.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 53 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 84 Shareholders that hold, individually
or collectively, 10% or more of the shares in the
Company shall have the right to request in writing
the Board to hold an extraordinary general meeting.
The Board shall, in accordance with relevant laws,
administrative regulations and the Articles of
Association, give a written response on whether or
not it agrees to call such an extraordinary general
meeting within 10 days after receiving the proposal
from the abovementioned shareholders to call such
Article 67 Shareholders that hold, individually
or collectively, 10% or more of the shares in the
Company shall request in writing the Board to hold
an extraordinary general meeting. The Board shall,
in accordance with relevant laws, administrative
regulations and the Articles of Association, give a
written response on whether or not it agrees to call
such an extraordinary general meeting within 10 days
after receiving the proposal from the abovementioned
shareholders to call such meeting.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 54 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
meeting.
If the Board agrees to hold an extraordinary general
meeting, it will issue a notice calling such meeting
within 5 days after it has so resolved. The consent
of the relevant shareholders shall be secured if any
change is to be made in the notice to the original
request.
If the Board agrees to hold an extraordinary general
meeting, it will issue a notice calling such meeting
within 5 days after it has so resolved. The consent
of the relevant shareholders shall be secured if any
change is to be made in the notice to the original
request.
If the Board disagrees to hold an extraordinary
general meeting or fails to give a response within
10 days after the receipt of the proposal, the
Shareholders that hold, individually or collectively,
10% or more of the Shares of the Company may
propose in writing to the Supervisory Committee to
hold an extraordinary general meeting.
If the Board disagrees to hold an extraordinary
general meeting or fails to give a response within
10 days after the receipt of the proposal, the
Shareholders that hold, individually or collectively,
10% or more of the Shares of the Company may
propose in writing to the Audit Committee to hold
an extraordinary general meeting.
If the Supervisory Committee agrees to hold an
extraordinary general meeting, it will issue a notice
calling such meeting within 5 days after it has so
resolved. The consent of the relevant shareholders
shall be secured if any change is to be made in the
notice to the original requirement.
If the Audit Committee agrees to hold an
extraordinary general meeting, it will issue a notice
calling such meeting within 5 days after it has so
resolved. The consent of the relevant shareholders
shall be secured if any change is to be made in the
notice to the original requirement.
If the Supervisory Committee fails to issue the notice
calling such meeting within the period specified
hereinabove, it shall be deemed to have failed
to convene and preside over such meeting. The
shareholders that hold, individually or collectively,
10% or more of the shares in the Company for 90
days or more consecutively may convene and preside
such meeting.
If the Audit Committee fails to issue the notice
calling such meeting within the period specified
hereinabove, it shall be deemed to have failed
to convene and preside over such meeting. The
shareholders that hold, individually or collectively,
10% or more of the shares in the Company for 90
days or more consecutively may convene and preside
such meeting.
Original articles Amended articles Basis of amendment
Article 85 The Supervisory Committee or the
shareholders that decide to hold a general meeting by
itself or themselves must notify the Board thereof in
writing, and file it with the stock exchange.
Article 68 The Audit Committee or the shareholders
that decide to hold a general meeting by itself or
themselves must notify the Board thereof in writing,
and file it with the stock exchange.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 55 of
The shareholders that convene the general meeting
shall hold at least 10% of the shares in the Company
prior to the publish of the resolutions of such
meeting.
Upon issuing the notice of the general meeting and
the resolutions of such meeting, the Supervisory
Committee or the convening shareholder shall
provide relevant supporting documents to the stock
exchange.
Upon issuing the notice of the general meeting
and the resolutions of such meeting, the Audit
Committee or the convening shareholder shall
provide relevant supporting documents to the
stock exchange.
The shareholders that convene the general
meeting shall hold at least 10% of the shares
in the Company prior to the publication of the
resolutions of such meeting.
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 86 If the Supervisory Committee or
shareholders itself/themselves convene a general
meeting, the Board and the secretary to the Board
shall provide cooperation. The Board will provide
the register of shareholders as of the date of record.
Article 69 If the Audit Committee or shareholders
itself/themselves convene a general meeting, the
Board and the secretary to the Board shall provide
cooperation. The Board will provide the register of
shareholders as of the date of record.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 56 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 87 The necessary expenses of the general
meeting convened by the Supervisory Committee or
the shareholders itself/themselves shall be borne by
the Company from the outstanding payment for
the any negligent Director.
Article 70 The necessary expenses of the general
meeting convened by the Audit Committee or the
shareholders itself/themselves shall be borne by the
Company.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as Article 57 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Section 4 Proposals and Notices of General
Meetings
Section 5 Proposals and Notices of General
Meetings
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 88 The substance of the motion proposed
shall fall within the functions and powers of the
general meeting. It shall have a clear subject of
discussion and a specific resolution, and shall be in
compliance with laws, administrative regulations and
the relevant requirements set forth in the Articles of
Association.
Article 71 The substance of the motion proposed
shall fall within the functions and powers of the
general meeting. It shall have a clear subject of
discussion and a specific resolution, and shall be in
compliance with laws, administrative regulations and
the relevant requirements set forth in the Articles of
Association.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 58 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 89 The Board, the Supervisory Committee Article 72 The Board, the Audit Committee and A m e n d m e n t i s m a d e i n
and shareholders that hold, individually or shareholders that hold, individually or collectively, accordance with the relevant
collectively, 3% or more of the shares in the 1% or more of the shares in the Company shall have requirements of relevant laws,
Company shall have the right to propose motions to the right to propose motions to the Company at the regulations and normative
the Company at the general meeting. general meeting. documents such as Article 59 of
the currently effective Guidelines
Shareholders that hold, individually or collectively, Shareholders that hold, individually or collectively, for the Articles of Association of
3% or more of the shares in the Company may 1% or more of the shares in the Company may Listed Companies of the CSRC,
submit extempore motions in writing to the convener submit extempore motions in writing to the convener and taking into account the actual
10 days prior to the date of such meeting. The 10 days prior to the date of such meeting. The situation of the Company.
convener shall, within two days after receipt of the convener shall, within two days after receipt of
motion, issue a supplementary notice of the general the motion, issue a supplementary notice of the
meeting and make a public announcement of the general meeting and make a public announcement
contents of such extempore motion. of the contents of such extempore motion, and
such extempore motion shall be submitted to
Unless in the circumstance hereinabove, the convener the general meeting for consideration, unless
may not, after publishing the notice of the general such extempore motion is in violation of any
meeting, make any change to the motions set forth in law, administrative regulation or the Articles of
such notice or add any new motions. Association or fails to fall within the functions and
powers of the general meeting.
Any proposal that is not stated on the notice of the
general meeting or that is incompliant with Article 88 Unless in the circumstance hereinabove, the convener
of the Articles of Association will not be considered may not, after publishing the notice of the general
or approved by the general meeting. meeting, make any change to the motions set forth in
such notice or add any new motions.
Any proposal that is not stated on the notice of the
general meeting or that is incompliant with the
provisions of the Articles of Association will not be
considered or approved by the general meeting.
Original articles Amended articles Basis of amendment
Article 90 The Company shall give a written notice
20 days prior to the holding of an annual general
meeting, or give a written notice 15 days prior to
the holding of an extraordinary general meeting,
informing all registered shareholders of the matters
to be considered at the meeting and the date and
place of the meeting. If there are other provisions in
laws and regulations, and any other stipulations of
the relevant regulators and stock exchanges where
the Company's shares are listed, such provisions and
stipulations shall prevail.
Article 73 The Company shall give a written notice
20 days prior to the holding of an annual general
meeting, or give a written notice 15 days prior to
the holding of an extraordinary general meeting,
informing all registered shareholders of the matters
to be considered at the meeting and the date and
place of the meeting. If there are other provisions in
laws and regulations, and any other stipulations of
the relevant regulators and stock exchanges where
the Company's shares are listed, such provisions and
stipulations shall prevail.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 60 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 91 A notice of general meeting shall be made
in writing and include the following contents:
Article 74 A notice of general meeting shall
include the following contents:
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
(1) specifying the time, place and duration of the
meeting;
(1) specifying the time, place and duration of the
meeting;
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
(2) matters and motions submitted to the meeting
for consideration. The notice and the supplementary
notice, if any, of the general meeting shall disclose,
fully and completely, the contents of all the motions.
Where the opinion of any independent Director is
required in relation to any matter to be considered
at the meeting, the opinion and the reason of the
independent Director shall also be disclosed in the
notice and the supplementary notice, if any, of the
general meeting;
(2) matters and motions submitted to the meeting
for consideration. The notice and the supplementary
notice, if any, of the general meeting shall disclose,
fully and completely, the contents of all the motions,
and all such information and explanation as
is necessary for the shareholders to make a
reasonable judgement on the matters to be
discussed;
(3) the notice shall specify the time and place for
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as Article 61 of
the currently effective Guidelines
for the Articles of Association
of Listed Companies and Article
17 of the Rules for General
Meetings of Listed Companies
of the CSRC, and taking into
lodging a power of attorney for voting by proxy; account the actual situation of the
(3) the notice shall provide shareholders with such
information and explanation as necessary for the
shareholders to make an informed decision on
the matters to be discussed; without limiting the
generality of the foregoing, when the Company
propose a merger, repurchase of the shares of the
Company, reorganization of the share capital or
other restructuring, it shall provide the specific
conditions and contracts (if any) of the transaction
contemplated and earnestly explain the cause and
effect of the transaction;
Company.
Original articles Amended articles Basis of amendment
(4) the notice shall contain a disclosure of the
nature and extent of the material interests, if any,
of any Director, Supervisor or senior management
officers, and an explanation of the difference, if
any, between the way in which the matter to be
discussed would affect such Director, Supervisor
or senior management officer in his or her
capacity as a shareholder and the way in which
such matter would affect other shareholders of
the same class;
(4) containing conspicuously a statement that all
shareholders have the right to attend and vote at
the general meeting either in person or by proxy
in writing, and that such proxy need not be a
shareholder of the Company;
(5) the date of record for shareholders entitled to
attend the general meeting;
(6) the name and telephone number of a contact
(5) the notice shall contain the full text of any
special resolution proposed to be passed at the
meeting;
person for the meeting; and
(7) the time and procedure for voting online or
through other means.
(6) the notice shall specify the time and place for
lodging a power of attorney for voting by proxy;
(7) containing conspicuously a statement that all
shareholders have the right to attend and vote at
the general meeting either in person or by proxy
in writing, and that such proxy need not be a
shareholder of the Company;
There shall be not more than 7 business days
between the date of record and the date of the general
meeting. The date of record shall not be changed
once determined.
(8) the date of record for shareholders entitled to
attend the general meeting;
(9) the name and telephone number of a contact
person for the meeting; and
(10) the time and procedure for voting online or
through other means.
There shall be not more than 7 business days
between the date of record and the date of the general
meeting. The date of record shall not be changed
once determined.
Original articles Amended articles Basis of amendment
Article 92 Unless stipulated otherwise in the Articles - Due to the abolishment of
of Association, the notice of the general meeting relevant requirements such as the
shall be delivered to shareholders (whether or not Notice on Implementation of the
entitled to vote thereat) by hand or prepaid mail Mandatory Provisions of Articles
at the recipient's address shown in the register of of Association of Companies
shareholders. As for domestic shareholders, the that List Overseas, amendment
notice of the general meeting may also be given by is made in accordance with the
way of a public announcement. relevant requirements of relevant
laws, regulations and normative
The announcement referred to in the preceding documents such as the currently
paragraph shall be published in one or more effective Guidelines for the
newspapers designated by the securities regulatory Articles of Association of Listed
authorities of the State Council. Once such an Companies of the CSRC, and
announcement is made, all holders of the domestic taking into account the actual
shares shall be deemed to have received the relevant situation of the Company.
notice of the general meeting.
Subject to the laws, administrative regulations,
normative documents and the relevant listing
rules of the securities regulatory authority where
the Company's shares are listed and subject to
the performance of the relevant procedures, the
Company can issue the notice of the general meeting
to the holders of overseas listed foreign shares by
publications on the website of the Company or the
websites designated by Hong Kong Stock Exchange
or otherwise permitted by Hong Kong Listing Rules
and the Articles of Association in lieu of delivering
the relevant information to the holders of overseas
listed foreign shares by hand or by postage prepaid
mail.
Original articles Amended articles Basis of amendment
Article 93 Where the notice of the general meeting
is not given to a shareholder that is entitled to
receive such notice, or where such shareholder fails
to receive the notice, due to any accidental omission,
this shall not invalidate the meeting or any adopted
resolution in the meeting.
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 94 Where the general meeting proposes to
consider the election of a Director or Supervisor, the
notice of the meeting shall fully disclose the details
of Director or Supervisor nominees, which shall at
minimum include the following:
(1) personal information, such as their education
background, working experiences and concurrent
positions, etc.;
(2) whether they have a connected relationship with
the Company or its controlling shareholder or de
facto controller;
Article 75 Where the general meeting proposes to
consider the election of a Director, the notice of the
meeting shall fully disclose the details of Director
nominees, which shall at minimum include the
following:
(1) personal information, such as their education
background, working experiences and concurrent
positions, etc.;
(2) whether they have a connected relationship with
the Company or its controlling shareholder or de
facto controller;
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 62 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
(3) the number of their shares in the Company;
(4) whether they have been punished by the CSRC
or other related administrative departments or been
reprimanded by any stock exchange; and
(3) the number of their shares in the Company;
(4) whether they have been punished by the CSRC
or other related administrative departments or been
reprimanded by any stock exchange; and
(5) disclosable information in relation to the new
appointment, re-election or re – designation of
Directors or Supervisors as required by the Hong
Kong Listing Rules.
(5) disclosable information in relation to the new
appointment, re-election or re-designation of
Directors as required by the Hong Kong Listing
Rules.
Original articles Amended articles Basis of amendment
Except the election of Directors and Supervisors by
means of cumulative voting, election of each Director
and Supervisor candidate shall be conducted by a
separate proposal.
Except the election of Directors by means of
cumulative voting, election of each Director
candidate shall be conducted by a separate proposal.
Article 95 Once the notice of the general meeting
is issued, such meeting shall not be postponed or
cancelled, nor any proposal listed on the notice be
canceled without a legitimate reason. In the case of
a postpone or cancellation, the convener shall, at
least two trading days prior to originally scheduled
date for the meeting, publish the announcement and
explain the reason.
Article 76 Once the notice of the general meeting
is issued, such meeting shall not be postponed or
cancelled, nor any proposal listed on the notice be
canceled without a legitimate reason. In the case of
a postpone or cancellation, the convener shall, at
least two trading days prior to originally scheduled
date for the meeting, publish the announcement and
explain the reason.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 63 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Section 5 Convening of General Meetings Section 6 Convening of General Meetings A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 96 The Board and other conveners shall take
necessary measures to ensure the normal order of
the general meeting. It/they will take measures to
halt acts that disrupt the general meeting, seek to
cause trouble or infringe upon the lawful rights and
interests of shareholders and promptly report the
same to the relevant authorities to investigate and
deal with the matters.
Article 77 The Board and other conveners shall take
necessary measures to ensure the normal order of
the general meeting. It/they will take measures to
halt acts that disrupt the general meeting, seek to
cause trouble or infringe upon the lawful rights and
interests of shareholders and promptly report the
same to the relevant authorities to investigate and
deal with the matters.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 64 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 97 The shareholder that has the right to Article 78 The shareholder that has the right to A m e n d m e n t i s m a d e i n
attend and vote at the general meeting shall be attend and vote at the general meeting shall be accordance with the relevant
entitled to appoint one or more persons (who need entitled to appoint one or more persons (who need requirements of relevant laws,
not be shareholders) as his or her proxy to attend and not be shareholders) as his or her proxy to attend and regulations and normative
vote at the meeting on his or her behalf. Such proxy vote at the meeting on his or her behalf. Such proxy documents such as the currently
may exercise the following rights in accordance with may exercise the following rights in accordance with effective Guidelines for the
his or her appointment by the shareholder: his or her appointment by the shareholder: Articles of Association of Listed
Companies of the CSRC, and
(1) speak at the meeting on behalf of the shareholder; (1) speak at the meeting on behalf of the shareholder; taking into account the actual
situation of the Company.
(2) demand or join in the demand for a poll; and (2) demand or join in the demand for a poll; and
(3) vote by show of hands or by poll, provided that if (3) vote by show of hands or by poll, provided that if
the shareholder has appointed more than one proxy, the shareholder has appointed more than one proxy,
such proxy may only vote by poll. such proxy may only vote by poll.
The shareholder shall appoint a proxy in writing, The shareholder shall appoint a proxy in writing,
which shall be signed by the principals or their which shall be signed by the principals or their
agents appointed in writing. If the principal is a agents appointed in writing. If the principal is a
legal person, the instrument shall be under the seal legal person, the instrument shall be under the seal
of the legal person or signed by its Director or duly of the legal person or signed by its Director or duly
authorized agent. authorized agent.
Original articles Amended articles Basis of amendment
Article 98 An individual shareholder that attends the
meeting in person shall produce his or her own ID
card or other valid documents or proof evidencing his
or her identity and his or her stock account card.
If he or she appoints a proxy to attend the meeting
on his or her behalf, the proxy shall produce his or
her own valid proof of identity and the instrument of
appointment from the shareholder.
Shareholders that are legal persons shall be presented
at a meeting by their legal representative or a proxy
appointed by the legal representative. If the legal
representative attends the meeting, he or she shall
produce his or her own ID card and a valid proof of
his or her legal representative status. If a proxy has
been appointed to attend the meeting, such proxy
shall present his or her own ID card and the power
of attorney issued by the legal representative of the
Article 79 An individual shareholder that attends the
meeting in person shall produce his or her own ID
card or other valid documents or proof evidencing his
or her identity. If he or she appoints a proxy to attend
the meeting on his or her behalf, the proxy shall
produce his or her own valid proof of identity and
the instrument of appointment from the shareholder.
Shareholders that are legal persons shall be presented
at a meeting by their legal representative or a proxy
appointed by the legal representative. If the legal
representative attends the meeting, he or she shall
produce his or her own ID card and a valid proof of
his or her legal representative status. If a proxy has
been appointed to attend the meeting, such proxy
shall present his or her own ID card and the power
of attorney issued by the legal representative of the
shareholder as a legal person.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as Article 66 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
shareholder as a legal person.
Where the shareholder is a Recognized Clearing
House defined in local laws or regulations at the
place where the shares of the Company are listed, or
its agent, or a Depositary or its agent, the shareholder
may authorize one or more persons that it deems
suitable to attend on its behalf any general meeting
or any class meeting of shareholders; however,
if more than one person is authorized, the power
of attorney shall specify the number and class of
shares involved in the appointment of each such
person and be signed by a person empowered by the
Recognized Clearing House or the Depositary. The
person so appointed may exercise the rights (without
being required to present share certificate, certified
statement of proxy and/or further evidence of due
authorization) of the Recognized Clearing House (or
its agent) or the Depositary (or its agent) as if he, she
or they was or were (an) individual shareholder(s) of
Where the shareholder is a Recognized Clearing
House defined in local laws or regulations at the
place where the shares of the Company are listed, or
its agent, or a Depositary or its agent, the shareholder
may authorize one or more persons that it deems
suitable to attend on its behalf any general meeting;
however, if more than one person is authorized, the
power of attorney shall specify the number and class
of shares involved in the appointment of each such
person and be signed by a person empowered by the
Recognized Clearing House or the Depositary. The
person so appointed may exercise the rights (without
being required to present share certificate, certified
statement of proxy and/or further evidence of due
authorization) of the Recognized Clearing House (or
its agent) or the Depositary (or its agent) as if he, she
or they was or were (an) individual shareholder(s) of
the Company.
Original articles Amended articles Basis of amendment
Article 99 The instrument of appointment by which
a shareholder appoints another person to attend the
general meeting on his or her behalf shall include:
Article 80 The instrument of appointment by which
a shareholder appoints another person to attend the
general meeting on his or her behalf shall include:
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
(1) the name of the proxy;
(2) whether the proxy has voting rights;
(1) name of the principal, class and number of
shares of the Company held;
documents such as Article 67 of
the currently effective Guidelines
for the Articles of Association of
(3) separate instructions as to whether to vote for
"for" or "against" or "abstained" from voting on,
each item on the agenda of the general meeting as an
item for consideration thereat;
(4) the date of issuance and terms of validity of the
instrument of appointment; and
(5) the signature (or seal) of the principal. If the
principal is a corporate shareholder, the seal of the
corporate shall be affixed.
(2) name of the proxy;
(3) specific instructions from shareholders,
including instructions as to whether to vote for "for"
or "against" or "abstained" from voting on, each item
on the agenda of the general meeting as an item for
consideration thereat, etc.;
(4) the date of issuance and terms of validity of the
instrument of appointment; and
(5) the signature (or seal) of the principal. If the
principal is a corporate shareholder, the seal of the
corporate shall be affixed.
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 100 The power of attorney that the Board
gives to a shareholder shall allow the shareholder
to freely direct his or her proxy to vote "for" or
"against" or "abstained", and to give separate
instruction with respect to the voting for each item
on the agenda. The power of attorney shall note that
where no direction from the shareholder is available,
the proxy may vote at his or her own discretion.
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 101 The proxy form for voting shall be
placed at the domicile of the company or such
other place as specified in the notice of meeting
at least 24 hours prior to the meeting at which
the proxy is entrusted to vote or 24 hours before
the scheduled voting time. Where such a proxy
form for voting is signed by a person authorized by
the principal, the power of attorney for authorized
signature or other authorization documents shall
be notarized. The power of attorney or other
authorization documents upon notarized shall,
together with the proxy form for voting, be placed
at the Company's domicile or such other location as
specified in the notice of the meeting.
Where the principal is a legal person, its legal
representative or a person authorized by the
Board or other decision-making bodies shall
attend the general meeting of the Company.
Article 81 Where such a proxy form for voting is
signed by a person authorized by the principal, the
power of attorney for authorized signature or other
authorization documents shall be notarized. The
power of attorney or other authorization documents
upon notarized shall, together with the proxy form
for voting, be placed at the Company's domicile or
such other location as specified in the notice of the
meeting.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as Article 68 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 102 Notwithstanding the previous death or
loss of capacity of the principal or revocation of the
proxy or of the authority under which the proxy was
executed or the transfer of the relevant shares, the
vote of the proxy pursuant to the power of attorney
shall remain valid as long as the Company does not
receive written notice thereof prior to the date of the
meeting to be held.
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 103 The attendance register of persons
attending the meeting in person shall be made by the
Company. The register shall specify the attendants'
names (or the name of his or her entity), ID numbers,
home addresses, number of voting shares held or
represented, and the names of the proxies' principals
(or the names of the principals' entities), if any.
Article 82 The attendance register of persons
attending the meeting in person shall be made by the
Company. The register shall specify the attendants'
names (or the name of his or her entity), ID numbers,
number of voting shares held or represented, and the
names of the proxies' principals (or the names of the
principals' entities), if any.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 69 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 104 The convener and the attorney retained
by the Company shall verify the legal qualification of
shareholders according to the register of shareholders
provided by the securities registrations and clearing
organizations, and register the names of the
shareholders and the numbers of voting shares. The
registration process shall end before the chairman
of the meeting announces on site the number of
shareholders and proxies that attend the meeting, and
the number of their voting shares.
Article 83 The convener and the attorney retained by
the Company shall verify the legal qualification of
shareholders according to the register of shareholders
provided by the securities registrations and clearing
organizations, and register the names of the
shareholders and the numbers of voting shares. The
registration process shall end before the chairman
of the meeting announces on site the number of
shareholders and proxies that attend the meeting, and
the number of their voting shares.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 70 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 105 All Directors, Supervisors and secretary
to the Board shall attend general meetings of the
Company, and the Chief Executive Officer and other
senior management officers shall attend the meeting
as non-voting participants.
Article 84 If the general meeting requires the
Directors or senior management officers to
attend the meeting, the Directors or senior
management officers shall do so and shall face the
shareholders' inquiries.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 71 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 106 Where the general meeting is
convened by the Board, the Chairman shall preside
over the meeting. If the Chairman is unable to
perform his or her duties or fails to perform his or
her duties, the vice chairman (and in case of two
or more vice chairmen in the Company, the vice
chairman elected by more than half of Directors
shall preside over the meeting) shall preside over the
meeting. If both the Chairman and the vice chairman
are unable to perform his or her duties or fails to
perform his or her duties, more than half of Directors
shall jointly elect one Director to preside over the
meeting.
Article 85 The Chairman shall preside over the
general meeting. If the Chairman is unable to
perform his or her duties or fails to perform his or
her duties, the vice chairman (and in case of two
or more vice chairmen in the Company, the vice
chairman elected by more than half of Directors
shall preside over the meeting) shall preside over the
meeting. If both the Chairman and the vice chairman
are unable to perform his or her duties or fails to
perform his or her duties, more than half of Directors
shall jointly elect one Director to preside over the
meeting.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as Article 72 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
If the Board is unable or fails to perform the The convener from the Audit Committee shall
duties of convening a general meeting, the preside over the general meeting convened by the
Supervisory Committee shall timely convene Audit Committee. If the convener from the Audit
and preside over the meeting. If the Supervisory Committee cannot or does not fulfill his or her
Committee fails to convene and preside over duties, a member of the Audit Committee jointly
a general meeting, shareholders individually elected by more than half of the members of the
or collectively holding 10% or above of the Audit Committee shall preside over the meeting.
Company's shares for 90 consecutive days or
above shall have the right to convene and preside The convener or a representative elected by the
over the meeting. Where the shareholders fail to convener shall preside over the general meeting
elect a chairman of the general meeting for any convened by the shareholders.
reasons, the shareholder (including his or her
proxy) present in person or by proxy who holds Where a general meeting is held and the chairman
the largest number of voting shares shall be the of the meeting violates the rules of procedure which
chairman of the general meeting. makes it impossible for the general meeting to
continue, a person may be elected at the general
The chairman of the Supervisory Committee shall meeting to act as chairman and continue the meeting,
preside over the general meeting convened by the subject to the approval of more than half of the
Supervisory Committee. If the chairman of the attending shareholders having the voting rights.
Supervisory Committee cannot or does not fulfill his
or her duties, the vice chairman of the Supervisory
Committee shall preside over the general meeting.
If both the chairman and vice chairman of the
Supervisory Committee cannot or does not fulfill his
or her duties, a Supervisor jointly elected by more
than half of the Supervisors shall preside over the
meeting.
A representative elected by the convener shall
preside over the general meeting convened by the
shareholders.
Where a general meeting is held and the chairman
of the meeting violates the rules of procedure which
makes it impossible for the general meeting to
continue, a person may be elected at the general
meeting to act as chairman and continue the meeting,
subject to the approval of more than half of the
attending shareholders having the voting rights.
Original articles Amended articles Basis of amendment
Article 107 The Company shall formulate the rules
of procedure for the general meeting to provide
details on the convening and voting procedures,
including notification, registration, consideration of
proposals, voting, vote counting, the announcement
of the voting results, the adoption of resolutions,
the minutes, and the signing and publication, as
well as the principles for the authorization of the
Board by the general meeting (where the contents
of authorization shall be explicit and specific).
However, the functions and powers to be exercised
by the general meeting as specifically stipulated
in the Company Law shall not be authorized to
the Board. The rules of procedure for the general
meeting, as an Annex to the Articles of Association,
shall be drafted by the Board and adopted by the
general meeting.
Article 86 The Company shall formulate the rules of
procedure for the general meeting to provide details
on the assembling, convening and voting procedures,
including notification, registration, consideration of
proposals, voting, vote counting, the announcement
of the voting results, the adoption of resolutions,
the minutes, and the signing and publication, as
well as the principles for the authorization of the
Board by the general meeting (where the contents
of authorization shall be explicit and specific).
However, the functions and powers to be exercised
by the general meeting as specifically stipulated
in the Company Law shall not be authorized to
the Board. The rules of procedure for the general
meeting, as an Annex to the Articles of Association,
shall be drafted by the Board and adopted by the
general meeting.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 73 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 108 At the annual general meeting, the
Board and the Supervisory Committee shall report
on their work over the previous year, and disclose
the implementation of duties of the Directors and
Supervisors in the annual report, including the
number of presence of Directors and Supervisors
at the Board meetings and the meetings of the
Supervisory Committee, the voting results and
others. Each independent Director shall give a report
on the performance of his or her duties.
Article 87 At the annual general meeting, the Board
shall report on their work over the previous year,
and disclose the implementation of duties of the
Directors in the annual report, including the number
of presence of Directors at the Board meetings, the
voting results and others. Each independent Director
shall give a report on the performance of his or her
duties.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 74 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 109 The Directors, Supervisors and senior
management officers of the Company shall answer
and explain inquiries and proposals made by
shareholders at the general meeting.
Article 88 The Directors and senior management
officers of the Company shall answer and explain
inquiries and proposals made by shareholders at the
general meeting.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 75 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 111 Minutes shall be kept of the general Article 90 Minutes shall be kept of the general A m e n d m e n t i s m a d e i n
meeting and the secretary to the Board shall be meeting and the secretary to the Board shall be accordance with the relevant
responsible therefore. The meeting minutes shall responsible therefore. The meeting minutes shall requirements of relevant laws,
record the following particulars: record the following particulars: regulations and normative
documents such as Article 77 of
(1) the time, place, agenda for, the meeting, and the (1) the time, place, agenda for, the meeting, and the the currently effective Guidelines
name of the convener; name of the convener; for the Articles of Association of
Listed Companies of the CSRC,
(2) the names of the chairman of the meeting, and (2) the names of the chairman of the meeting, and of and taking into account the actual
of Directors, Supervisors and senior management Directors and senior management officers present in situation of the Company.
officers in attendance or present in a non-voting a non-voting capacity;
capacity;
(3) the number of attending shareholders and proxies,
(3) the number of attending shareholders and proxies, and the total number of their voting shares and
and the total number of their voting shares and percentages to the total shares of the Company;
percentages to the total shares of the Company;
(4) the deliberations on each proposal, the main
(4) the deliberations on each proposal, the main points of each speaker's statements in respect of
points of each speaker's statements in respect of thereof, and the voting result;
thereof, and the voting result;
(5) the queries or suggestions from shareholders, and
(5) the queries or suggestions from shareholders, and the relevant replies or explanations;
the relevant replies or explanations;
(6) the names of the attorney, vote counters and
(6) the names of the attorney, vote counters and counting Supervisors; and
counting Supervisors; and
(7) other information to be entered into the minutes
(7) other information to be entered into the minutes pursuant to the Articles of Association.
pursuant to the Articles of Association.
Original articles Amended articles Basis of amendment
Article 112 The convener shall ensure that the
minutes of a meeting are true, accurate and complete.
The minutes shall be signed by attending Directors,
Supervisors, the secretary to the Board, the convener
or his or her representative, and the chairman of the
meeting. The minutes shall be kept for 15 years,
together with the book of signatures of the attending
shareholders, the power of attorney for shareholders
that attend the meeting by proxy, and effective
information concerning voting online or by other
such means.
Article 91 The convener shall ensure that the
minutes of a meeting are true, accurate and complete.
The minutes shall be signed by attending or
presenting Directors, the secretary to the Board,
the convener or his or her representative, and the
chairman of the meeting. The minutes shall be kept
for 15 years, together with the book of signatures of
the attending shareholders, the power of attorney for
shareholders that attend the meeting by proxy, and
effective information concerning voting online or by
other such means.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 78 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 113 The convener shall ensure that the
general meeting continues until a final resolution is
reached. Where the general meeting is interrupted
or fails to reach a resolution due to force majeure or
any other exceptional cause, the convener shall take
necessary actions to restore the meeting as soon as
practicable, or terminate the meeting immediately
with a timely publication, in which circumstance,
the convener shall report it to the local CSRC
agency where the Company is located and the stock
exchange.
Article 92 The convener shall ensure that the general
meeting continues until a final resolution is reached.
Where the general meeting is interrupted or fails to
reach a resolution due to force majeure or any other
exceptional cause, the convener shall take necessary
actions to restore the meeting as soon as practicable,
or terminate the meeting immediately with a timely
publication, in which circumstance, the convener
shall report it to the local CSRC agency where the
Company is located and the stock exchange.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 79 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Section 6 Voting and Resolutions at General
Meetings
Section 7 Voting and Resolutions at General
Meetings
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 114 Resolutions of the general meeting
include ordinary resolutions or special resolutions.
Article 93 Resolutions of the general meeting
include ordinary resolutions or special resolutions.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
Ordinary resolution at a general meeting shall be
passed by one half or above of the voting rights held
by shareholders (including their proxies) attending
the general meeting.
Ordinary resolution at a general meeting shall be
passed by one half or above of the voting rights held
by shareholders (including their proxies) attending
the general meeting.
regulations and normative
documents such as Article 80 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
Special resolution at a general meeting shall be
passed by two-thirds or above of the voting rights
held by shareholders (including their proxies)
attending the general meeting.
Special resolution at a general meeting shall be
passed by two-thirds or above of the voting rights
held by shareholders (including their proxies)
attending the general meeting.
and taking into account the actual
situation of the Company.
Article 115 The following shall be passed by an
ordinary resolution of the general meeting:
Article 94 The following shall be passed by an
ordinary resolution of the general meeting:
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
(1) the work report of the Board or the Supervisory
Committee;
(1) the work report of the Board; Mandatory Provisions of Articles
of Association of Companies
(2) the profit distribution plan and plans for making
up losses drafted by the Board;
(2) the profit distribution plan and plans for making
up losses drafted by the Board;
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
(3) the appointment or dismissal and the
remuneration of the members of the Board or the
(3) the appointment or dismissal and the
remuneration of the members of the Board and the
method of payment of the remuneration;
laws, regulations and normative
documents such as Article 81 of
the currently effective Guidelines
members of the Supervisory Committee and the
method of payment of the remuneration;
(4) matters other than those to be passed by a special
resolution of the general meeting under relevant
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
(4) the annual budget plan, final accounts,
balance sheet, profit statement and other financial
statements of the Company;
laws, administrative regulations and the Articles of
Association.
situation of the Company.
(5) the annual report of the Company; and
(6) matters other than those to be passed by a special
resolution of the general meeting under relevant
laws, administrative regulations and the Articles of
Association.
Original articles Amended articles Basis of amendment
Article 116 The following shall be passed by a
special resolution of the general meeting:
Article 95 The following shall be passed by a special
resolution of the general meeting:
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
(1) the increase or reduction of the registered capital,
or the issue of any class of shares, warrants or
other similar securities by the Company;
(1) the increase or reduction of the registered capital
by the Company;
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
(2) the issuance of corporate bonds; (2) the division, spin-off, merger, change in the form
of the Company, dissolution or liquidation of the
Company;
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
(3) the division, spin-off, merger, change in the form
of the Company, dissolution or liquidation of the
Company;
(3) any amendment to the Articles of Association; documents such as Article 82 of
the currently effective Guidelines
for the Articles of Association of
(4) any amendment to the Articles of Association; (4) the amount of purchase or sale by the Company
within one year of material asset(s) or guarantee
provided to other parties exceeding, alone or in
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
(5) the amount of purchase or sale by the Company
within one year of material asset(s) or guarantee
exceeding, alone or in aggregation, 30% of the
aggregation, 30% of the audited total assets of the
Company as at the most recent period;
audited total assets of the Company as at the most
recent period;
(5) any share incentive scheme; and
(6) any share incentive scheme; and (6) other matters which laws, administrative
regulations or the Articles of Association require to
be adopted by special resolution or which the general
(7) other matters which laws, administrative
regulations or the Articles of Association require to
be adopted by special resolution or which the general
meeting considers will have a material impact on
the Company and therefore require, by an ordinary
resolution, to be adopted by special resolution.
meeting considers will have a material impact on
the Company and therefore require, by an ordinary
resolution, to be adopted by special resolution.
Article 117 A shareholder (including his or her
proxy) shall vote based on the number of his or her
voting shares, with one share representing one vote.
Article 96 A shareholder (including his or her proxy)
shall vote based on the number of his or her voting
shares, with one share representing one vote.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
When material issues affecting the interests of
minority shareholders are considered at a general
meeting, the votes of minority shareholders shall
be counted separately. The separate votes counting
results shall be disclosed publicly in a timely manner.
When material issues affecting the interests of
minority shareholders are considered at a general
meeting, the votes of minority shareholders shall
be counted separately. The separate votes counting
results shall be disclosed publicly in a timely manner.
documents such as Article 83 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
The Company's shares which also held by the
Company do not carry any voting rights, and shall
not be counted in the total number of voting shares
represented by shareholders attending a general
meeting.
The Company's shares which also held by the
Company do not carry any voting rights, and shall
not be counted in the total number of voting shares
represented by shareholders attending a general
meeting.
If a shareholder buys voting shares of the Company
in violation of the provisions of Articles 63 (1) and
(2) of the Securities Law, such shares in excess of the
prescribed proportion shall not be entitled to exercise
voting rights for a period of thirty-six months after
the purchase, and shall not be counted in the total
number of voting shares represented by shareholders
attending the general meeting.
If a shareholder buys voting shares of the Company
in violation of the provisions of Articles 63 (1) and
(2) of the Securities Law, such shares in excess of the
prescribed proportion shall not be entitled to exercise
voting rights for a period of thirty-six months after
the purchase, and shall not be counted in the total
number of voting shares represented by shareholders
attending the general meeting.
The Board, independent directors, shareholders
holding 1% or more of the voting shares or investor
protection institutions established pursuant to laws,
administrative regulations or the provisions of the
securities regulatory authorities of the State Council,
may as proxy solicitors, by themselves or through
their appointed securities companies or securities
service institutions publicly invite the shareholders
of the Company to entrust them to attend the general
meeting and exercise the rights of shareholders such
as to propose and vote on resolutions, on their behalf.
The Board, independent directors, shareholders
holding 1% or more of the voting shares or investor
protection institutions established pursuant to laws,
administrative regulations or the provisions of the
securities regulatory authorities of the State Council,
may as proxy solicitors, by themselves or through
their appointed securities companies or securities
service institutions publicly invite the shareholders
of the Company to entrust them to attend the general
meeting and exercise the rights of shareholders such
as to propose and vote on resolutions, on their behalf.
Where the rights of shareholders are solicited in
accordance with the provisions of the preceding
paragraph, the solicitors shall disclose the solicitation
documents, and the Company shall cooperate.
Where the rights of shareholders are solicited in
accordance with the provisions of the preceding
paragraph, the solicitors shall disclose the solicitation
documents, and the Company shall cooperate.
Original articles Amended articles Basis of amendment
Information including specific voting preference
shall be fully provided to the shareholders
from whom voting rights are being solicited.
Consideration or de facto consideration for publicly
soliciting shareholders' rights is prohibited. Except
for statutory conditions, the Company and the
convener of the general meeting shall not impose
any minimum shareholding limitation for soliciting
voting rights.
Information including specific voting preference
shall be fully provided to the shareholders
from whom voting rights are being solicited.
Consideration or de facto consideration for publicly
soliciting shareholders' rights is prohibited. Except
for statutory conditions, the Company and the
convener of the general meeting shall not impose
any minimum shareholding limitation for soliciting
voting rights.
Any public solicitation of shareholders' rights in
violation of the laws, administrative regulations
or relevant provisions of the securities regulatory
authorities of the State Council, which causes the
Company or the shareholders of the Company to
suffer losses, shall be liable for compensation in
accordance with the laws.
Any public solicitation of shareholders' rights in
violation of the laws, administrative regulations
or relevant provisions of the securities regulatory
authorities of the State Council, which causes the
Company or the shareholders of the Company to
suffer losses, shall be liable for compensation in
accordance with the laws.
Article 118 When a connected transaction is
considered at a general meeting, connected
shareholders shall not vote, and the voting shares
held by them shall not be counted in the total number
of shares with voting rights. The announcement of
the resolutions of the general meeting shall fully
disclose the voting of non-connected shareholders.
Article 97 When a connected transaction is
considered at a general meeting, connected
shareholders shall not vote, and the voting shares
held by them shall not be counted in the total number
of shares with voting rights. The announcement of
the resolutions of the general meeting shall fully
disclose the voting of non-connected shareholders.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 84 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 119 Unless a poll is required pursuant to the
rules of the local securities regulatory authority at
the place where the stock of the Company is listed,
or any of the following persons requests a poll before
or after voting by hand, votes at the general meeting
shall be taken by show of hands:
(1) the chairman of the meeting;
(2) at least two shareholders with voting rights or
proxies with voting rights; and
(3) one or several shareholders (including their
proxies) that hold, individually or collectively, more
than one-tenth (inclusive) of the shares carrying the
right to vote at the meeting.
Unless a poll is requested, the chairman of the
meeting may declare the result of voting by show of
hands, and whether the proposal concerned has been
passed or not, and have the information included
in the minutes of the meeting as the final evidence,
without proving the number or percentage of votes in
favor or against the proposal concerned.
The demand for a poll may be withdrawn by the
person who made it.
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 120 If the matter demanded a poll is the
election of the chairman or the adjournment of the
meeting, a poll shall be taken immediately. If a poll
is demanded for other matters, such poll shall be
taken at the time decided upon by the chairman and
the meeting may proceed with the discussion of other
matters; the result of the poll shall still be regarded
as a resolution passed at that meeting.
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 121 When a poll is held, shareholders
(including proxies) having the right to two or more
votes need not use all of their voting rights in the
same way as "for", "against" or "abstain".
If votes for and against a resolution are equal, either
by show of hands or by poll, the chairman shall be
entitled to give an additional vote.
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 122 The chairman of the general meeting
shall decide whether any resolution of the meeting
is approved according to the voting result. The
decision shall be final, and the voting result shall
be announced at the meeting and recorded in the
minutes of the meeting.
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 123 Unless the Company is in a crisis or
under any other exceptional circumstance, the
Company shall not enter into a contract with any
person other than a Director, a Supervisor or senior
management officers of the Company, according to
which the Company entrusts its business, wholly or
essentially, to such person, unless this is approved at
the general meeting in a special resolution.
Article 98 Unless the Company is in a crisis or under
any other exceptional circumstance, the Company
shall not enter into a contract with any person other
than a Director or senior management officers of the
Company, according to which the Company entrusts
its business, wholly or essentially, to such person,
unless this is approved at the general meeting in a
special resolution.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as Article 85 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 124 The list of candidates for Directors Article 99 The list of candidates for Directors shall A m e n d m e n t i s m a d e i n
and Supervisors shall be submitted to the general be submitted to the general meeting for voting by accordance with the relevant
meeting for voting by way of proposal. way of proposal. requirements of relevant laws,
regulations and normative
The approach and procedures for nomination of The approach and procedures for nomination of documents such as Article 15 of
candidates for Directors and Supervisors are as candidates for Directors are as follows: the currently effective Corporate
follows: Governance Rules for Securities
(1) shareholder(s) severally or jointly holding more Companies and Article 86 of the
(1) shareholder(s) severally or jointly holding more than 1% of the total outstanding issued voting Guidelines for the Articles of
than 3% of the total outstanding issued voting shares shares of the Company may propose to the Board Association of Listed Companies
of the Company may propose to the Board of the of the Company about the candidates for Directors of the CSRC, and taking into
Company about the candidates for Directors (not (not being employee representatives). However, account the actual situation of the
being employee representatives) or propose to the the number and criteria of candidates proposed Company.
Supervisory Committee about the candidates for shall comply with the laws and regulations and the
Supervisors (not being employee representatives). provisions of the Articles of Association, and shall
However, the number and criteria of candidates not exceed the number to be elected. The Board
proposed shall comply with the laws and the shall submit the foregoing candidates elected by
provisions of the Articles of Association, and shall the Shareholders for consideration at the general
not exceed the number to be elected. While any of meeting;
the shareholders shall nominate Directors for
more than half of the members of the Board, the
Supervisor nominated by them shall not exceed
one-third of the members of the Supervisory
Committee. The Board and the Supervisory
Committee shall submit the foregoing candidates
elected by the Shareholders for consideration at the
general meeting;
Original articles Amended articles Basis of amendment
(2) pursuant to the requirements of laws, regulations
and the Articles of Association and based on the
proposed number of candidates to be elected,
the current Chairman may propose a list of
recommended candidates for Directors (not being
employee representatives), which shall be subject
to the voting and election at the general meeting by
way of a resolution upon approval by the Board.
Pursuant to the requirements of laws, regulations
and the Articles of Association and based on the
proposed number of candidates to be elected, the
current chairman of the Supervisory Committee
may propose a list of recommended candidates for
Supervisors (not being employee representatives),
which shall be subject to the voting and election at
the general meeting by way of a resolution upon
approval by the Supervisory Committee;
(3) the approach and procedures for nomination of
independent Directors should be made in accordance
with the laws, regulations and the relevant
requirements of the securities regulatory authorities.
The nominator shall obtain the undertakings, in
written form, of the candidates prior to nominating
such candidates for Directors and Supervisors,
to confirm that they accept the nomination and
undertake the truthfulness and completeness of
the disclosed information regarding the candidates
for Directors and Supervisors, and guarantee to
faithfully performing the duties of Directors and
Supervisors.
If the sole shareholder of the Company and its
person acting in concert hold more than 30% shares
(2) pursuant to the requirements of laws, regulations
and the Articles of Association and based on the
proposed number of candidates to be elected, the
current Chairman may propose a list of recommended
candidates for Directors (not being employee
representatives), which shall be subject to the voting
and election at the general meeting by way of a
resolution upon approval by the Board;
(3) the approach and procedures for nomination of
independent Directors should be made in accordance
with the laws, regulations and the relevant
requirements of the securities regulatory authorities.
The nominator shall obtain the undertakings, in
written form, of the candidates prior to nominating
such candidates for Directors, to confirm that they
accept the nomination and undertake the truthfulness
and completeness of the disclosed information
regarding the candidates for Directors, and guarantee
to faithfully performing the duties of Directors.
If the sole shareholder of the Company and its
person acting in concert hold more than 30% shares
of the Company, or for resolutions in respect of
the election of more than two Directors (not being
staff representatives), cumulative voting system
shall be adopted at the general meeting pursuant to
the Articles of Association or the resolution of the
general meeting.
of the Company, or for resolutions in respect of
the election of more than two Directors (not being
staff representatives) and Supervisors (not being
staff representatives), cumulative voting system
shall be adopted at the general meeting pursuant to
the Articles of Association or the resolution of the
general meeting.
Original articles Amended articles Basis of amendment
Article 125 In addition to the cumulative voting
system, the general meeting shall resolve on all
the proposals separately; in the event of several
proposals for the same issue, such proposals shall be
voted on and resolved in the order of time at which
they are submitted. Unless the general meeting is
adjourned or no resolution can be made for special
reasons such as force majeure, voting of such
proposals shall neither be put aside nor denied at the
general meeting.
Article 100 In addition to the cumulative voting
system, the general meeting shall resolve on all
the proposals separately; in the event of several
proposals for the same issue, such proposals shall be
voted on and resolved in the order of time at which
they are submitted. Unless the general meeting is
adjourned or no resolution can be made for special
reasons such as force majeure, voting of such
proposals shall neither be put aside nor denied at the
general meeting.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 87 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 126 When considering a proposal, the
general meeting shall not revise it; otherwise such
amendments shall be deemed as a new proposal and
may not be voted on during the current meeting.
Article 101 When considering a proposal, the
general meeting shall not revise it; if there are any
amendments, such amendments shall be deemed as
a new proposal and may not be voted on during the
current meeting.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 88 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 127 The same vote may only be cast once at
the location of a general meeting, or by online voting
or other means. Where the same vote is cast for two
or more times, the first cast shall hold.
Article 102 The same vote may only be cast once at
the location of a general meeting, or by online voting
or other means. Where the same vote is cast for two
or more times, the first cast shall hold.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 89 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 128 At any general meeting, voting shall be
conducted by open poll.
Article 103 At any general meeting, voting shall be
conducted by open poll.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 90 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 129 Before the general meeting votes on a
proposal, two shareholders' representatives shall be
elected to participate in the vote counting and vote
scrutiny. When a shareholder is related to a matter
being considered, he or she and his or her proxies
may not participate in the vote counting or vote
scrutiny.
When votes are cast on proposals at the general
meeting, attorneys, representatives of the
shareholders and the representative of Supervisors
shall be jointly responsible for scrutinizing and
counting votes and shall announce the voting results
at the meeting. The voting result shall be recorded in
the meeting minutes.
Shareholders of the listed company or their proxies,
who have cast their votes by online voting or by
other means, shall have the right to check the voting
results in the way in which they have cast their votes.
Article 104 Before the general meeting votes on a
proposal, two shareholders' representatives shall be
elected to participate in the vote counting and vote
scrutiny. When a shareholder is related to a matter
being considered, he or she and his or her proxies
may not participate in the vote counting or vote
scrutiny.
When votes are cast on proposals at the general
meeting, attorneys and representatives of the
shareholders shall be jointly responsible for
scrutinizing and counting votes and shall announce
the voting results at the meeting. The voting result
shall be recorded in the meeting minutes.
Shareholders of the Company or their proxies, who
have cast their votes by online voting or by other
means, shall have the right to check the voting results
in the way in which they have cast their votes.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 91 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 130 The ending time of a general meeting
shall not be earlier than that of online or other access
to the meeting. The chairman of the meeting shall
announce the outcome and results of the vote on
each proposed resolution, and whether or not such
proposed resolution has been passed according to
such voting results.
Prior to the formal announcement of voting results,
the relevant parties from the listed company,
the persons responsible for counting votes and
scrutinizing the conduct of the relevant poll, the
major shareholders, the person in charge of the
relevant internet service provider involved in relation
to voting at the general meeting, online or by other
means, shall be obliged to keep the status of voting
confidential.
Article 105 The ending time of a general meeting
shall not be earlier than that of online or other access
to the meeting. The chairman of the meeting shall
announce the outcome and results of the vote on
each proposed resolution, and whether or not such
proposed resolution has been passed according to
such voting results.
Prior to the formal announcement of voting results,
the relevant parties from the Company, the persons
responsible for counting votes and scrutinizing the
conduct of the relevant poll, the shareholders, the
person in charge of the relevant internet service
provider involved in relation to voting at the general
meeting, online or by other means, shall be obliged
to keep the status of voting confidential.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 92 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 131 A shareholder attending a general
meeting shall express one of the following opinions
on any proposal to be voted on: for, against or
abstention. Save for the circumstance under which
the securities registration and settlement institution
acting as the nominal holder of Shares under the
Stock Connect between Mainland and Hong Kong
and the nominal holder of some H Shares and the
Depositary acting as the nominal holder of A Shares,
the underlying securities represented by GDR, make
reporting in accordance with the instruction of the de
facto holders of relevant shares.
Article 106 A shareholder attending a general
meeting shall express one of the following opinions
on any proposal to be voted on: for, against or
abstention. Save for the circumstance under which
the securities registration and settlement institution
acting as the nominal holder of Shares under the
Stock Connect between Mainland and Hong Kong
and the nominal holder of some H Shares and the
Depositary acting as the nominal holder of A Shares,
the underlying securities represented by GDR, make
reporting in accordance with the instruction of the de
facto holders of relevant shares.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 93 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
If a poll is blank, marked erroneously, illegible or
has not been cast, the voter shall be deemed to have
waived his or her right to vote and the voting results
for the number of shares that he or she holds shall be
recorded as "abstained".
If a poll is blank, marked erroneously, illegible or
has not been cast, the voter shall be deemed to have
waived his or her right to vote and the voting results
for the number of shares that he or she holds shall be
recorded as "abstained".
Where any shareholder is, under the Hong Kong
Listing Rules, required to abstain from voting on any
particular resolution or restricted to voting only in
favor of (or only against) any particular resolution,
any votes cast by or on behalf of such shareholder in
violation of such requirement or restriction shall not
be counted.
Where any shareholder is, under the Hong Kong
Listing Rules, required to abstain from voting on any
particular resolution or restricted to voting only in
favor of (or only against) any particular resolution,
any votes cast by or on behalf of such shareholder in
violation of such requirement or restriction shall not
be counted.
Original articles Amended articles Basis of amendment
Article 132 In the event that the chairman of the
meeting has any doubt as to the result of a resolution
put forward to the vote, he or she may have the
votes counted. In the event that the chairman of
the meeting fails to have the votes counted, any
shareholder present in person or by proxy objects to
the result announced by the chairman of the meeting
may demand that the votes be counted immediately
after the declaration of the voting result, the
chairman of the meeting shall have the votes counted
immediately.
In the event that the votes are counted at the
general meeting, the counting results shall be
recorded in the minutes of the meeting.
The minutes of the meeting together with the
attendance book for shareholders' signing and
the proxy forms for proxies attending the meeting
shall be kept at the domicile of the Company.
Article 107 In the event that the chairman of the
meeting has any doubt as to the result of a resolution
put forward to the vote, he or she may have the
votes counted. In the event that the chairman of
the meeting fails to have the votes counted, any
shareholder present in person or by proxy objects to
the result announced by the chairman of the meeting
may demand that the votes be counted immediately
after the declaration of the voting result, the
chairman of the meeting shall have the votes counted
immediately.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as Article 94 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 133 The resolution of the general meeting
shall be promptly announced. The announcement
shall state the number of attending shareholders
and proxies, their number of voting shares and their
percentages to the total number of the voting shares
in the Company, the voting method or methods, the
voting result for each proposal, and the details of
each resolution passed in the meeting.
Article 108 The resolution of the general meeting
shall be promptly announced. The announcement
shall state the number of attending shareholders
and proxies, their number of voting shares and their
percentages to the total number of the voting shares
in the Company, the voting method or methods, the
voting result for each proposal, and the details of
each resolution passed in the meeting.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 95 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.

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Original articles Amended articles Basis of amendment
Article 134 A shareholder shall be entitled to inspect
copies of minutes of meeting(s) free of charge during
office hours of the Company. Upon the request of
any shareholder for a copy of the relevant minutes
of meeting, the Company shall send out the copy
of the minutes within seven days of receipt of the
reasonable payment therefore.
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 135 Where a proposal has not been passed or
the resolutions of the preceding general meeting have
been changed at the current general meeting, special
mention shall be made in the announcement of the
resolutions of the general meeting.
Article 109 Where a proposal has not been passed or
the resolutions of the preceding general meeting have
been changed at the current general meeting, special
mention shall be made in the announcement of the
resolutions of the general meeting.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 96 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 136 Where a resolution on the election of
Directors or Supervisors is passed at the general
meeting, the term of office of the newly-elected
Director or Supervisor shall commence immediately
after the relevant resolution is passed at the general
meeting.
Article 110 Where a resolution on the election
of Directors is passed at the general meeting, the
term of office of the newly-elected Director shall
commence immediately after the relevant resolution
is passed at the general meeting.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 97 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 137 Where a proposed resolution in relation
to the payment of cash dividends, the issue of bonus
shares or the capitalization of capital reserves has
been passed at a general meeting, the Company shall
implement the specific plans within two months after
the conclusion of the general meeting.
Article 111 Where a proposed resolution in relation
to the payment of cash dividends, the issue of bonus
shares or the capitalization of capital reserves has
been passed at a general meeting, the Company shall
implement the specific plans within two months after
the conclusion of the general meeting.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 98 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Section 7 Special Procedures for Voting by
Classes of Shareholders
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 138 Shareholders holding different classes of
shares shall be shareholders of different classes.
Shareholders of different classes shall enjoy the
rights and assume the obligations in accordance with
the laws, administrative regulations and the Articles
of Association.
Apart from holders of other classes of shares, holders
of domestic shares and overseas listed foreign shares
are deemed to be shareholders of different classes.
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 139 The Company shall not proceed to
change or abrogate the shareholders' rights of a class
of shares unless such proposed change or abrogation
has been approved by way of a special resolution
at a general meeting and by a separate shareholder
meeting convened by the shareholders of the class of
shares so affected in accordance with Articles 141 to
145.
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 140 The following circumstances shall be
deemed as change or annulment of the rights of a
certain class shareholder:
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
(1) to increase or decrease the number of shares of of Association of Companies
such class, or to increase or decrease the number of that List Overseas, amendment
shares of a class having voting rights, distribution is made in accordance with the
rights or other privileges equal or superior to those of
the shares of such class;
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
(2) to convert all or part of the shares of such class effective Guidelines for the
into shares of another class, or to convert all or part Articles of Association of Listed
of the shares of another class into shares of such Companies of the CSRC, and
class or the grant of the right to such change; taking into account the actual
situation of the Company.
(3) to remove or reduce of rights to accrued
dividends or cumulative dividends attached to shares
of such class;
Original articles Amended articles Basis of amendment
(4) to reduce or cancel rights attached to the shares
of the said class to preferentially receive dividends
or to preferentially receive distributions of assets in a
liquidation of the Company;
(5) to add, cancel or reduce share conversion rights,
options, voting rights, transfer rights, pre-emptive
placing rights, or rights to acquire securities of the
Company attached to the shares of the said class;
(6) to cancel or reduce rights to receive payments
made by the Company in a particular currency
attached to the shares of the said class;
(7) to create a new class of shares with voting
rights, distribution rights or other privileges equal or
superior to those of the shares of the said class;
(8) to restrict the transfer or ownership of the shares
of the said class or to impose additional restrictions;
(9) to issue rights to subscribe for, or to convert into,
shares of the said class or another class;
(10) to increase the rights and privileges of the shares
of another class;
(11) to restructure the Company in such a way as
to cause shareholders of different classes to bear
liabilities disproportionately during the restructuring;
(12) to amend or delete provisions in this section.
Original articles Amended articles Basis of amendment
Article 141 Shareholders of the affected class, - Due to the abolishment of
whether or not having the rights to vote at general relevant requirements such as the
meetings originally, shall have the right to vote at Notice on Implementation of the
shareholders class meetings in respect of matters Mandatory Provisions of Articles
referred to in subparagraphs (2) to (8) and (11) to of Association of Companies
(12) in Article 140 hereof, except that interested that List Overseas, amendment
shareholders shall not vote at such shareholders class is made in accordance with the
meetings. relevant requirements of relevant
laws, regulations and normative
The term "interested shareholders" in the preceding documents such as the currently
paragraph shall have the following meanings: effective Guidelines for the
Articles of Association of Listed
(1) in case of a buyback of shares by the Company Companies of the CSRC, and
by way of a general offer to all shareholders in equal taking into account the actual
proportion or by way of open market transactions situation of the Company.
on a stock exchange in accordance with Article 30
hereof, the controlling shareholders as defined in
Article 311 of the Articles of Association shall be the
"interested shareholders";
(2) in case of a buyback of shares by the Company
by an over the counter agreement in accordance with
Article 30 hereof, holders of shares in relation to such
agreement shall be the "interested shareholders";
(3) in case of a proposed restructuring of the
Company, shareholders who assume a relatively
lower proportion of obligation than the obligations
imposed on the other shareholders of that class or
who have an interest in the proposed restructuring
that is different from the general interests in such
proposed restructuring of the other shareholders of
that class shall be the "interested shareholders".
Original articles Amended articles Basis of amendment
Article 142 Resolution of a shareholders class
meeting shall be passed only by two-thirds or
above of the total voting rights being held by the
shareholders of that class, who are entitled to do so,
present and vote at the shareholders class meeting in
accordance with Article 141.
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 143 When the Company is to convene
a shareholders' class meeting, it shall issue a
written notice in accordance with the Article 90
of the Articles of Association, informing all the
shareholders who are registered as holders of that
class in the register of shareholders of the matters to
be considered at the meeting as well as the date and
place of the meeting.
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 144 Notice of the shareholders class meeting
shall be served only on the shareholders entitled to
vote thereat.
The shareholders class meeting shall be held
according to the procedure, to the extent possible,
as that applicable to a general meeting, unless
otherwise specified in the Articles of Association,
the provisions of the Articles of Association of
the Company relevant to the procedure for the
holding of a general meeting shall be applicable to a
shareholders class meeting.
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 145 The special procedure for voting by class
shareholders shall not apply under the following
circumstances:
(1) with the approval by a special resolution at a
general meeting, the Company issues domestic shares
and overseas listed foreign shares in a period of 12
months, either separately or concurrently, and the
respective numbers of domestic shares and overseas
listed foreign shares proposed to be issued do not
exceed 20% of its respective numbers of each of the
issued and outstanding domestic shares and overseas
listed foreign shares;
(2) the Company completes the issue of domestic
shares and overseas listed foreign shares within
15 months from the date of approval pursuant to
the plan approved upon its establishment by the
securities regulatory authority of the State Council;
(3) with approval of the securities regulatory
authority of the State Council, the holders of
domestic shares of the Company transfer their shares
to overseas investors and list and trade the said
shares on overseas stock exchanges.
- Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
CHAPTER V BOARD OF DIRECTORS CHAPTER V DIRECTORS AND BOARD OF
DIRECTORS
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Section 1 Directors Section 1 General Provisions for Directors A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
- Article 112 The Directors of the Company shall
be natural persons. A person shall be ineligible to
serve as a Director of the Company under any of
the following circumstances:
(1) a person who is subject to the circumstances
provided in Article 178 of the Company Law,
Paragraph 2 under Article 124 and Paragraphs
2 and 3 under Article 125 of the Securities Law,
and Article 15 of the Securities Investment Fund
Law;
(2) a person who has committed an offence
of endangering national security, terrorism,
corruption, bribery, infringement of property,
misappropriation of property, crime of
underworld or sabotaging social economic order
and has been punished for committing such
offence, or who has been deprived of his/her
political rights for a criminal act;
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with
the relevant requirements of
relevant laws, regulations and
normative documents such as
Article 7 of the currently effective
Measures for the Supervision
and Administration of Directors,
Supervisors, Senior Management
Officers and Practitioners of
Securities Fund Operating
Institutions and Article 99 of the
Guidelines for the Articles of
Association of Listed Companies
of the CSRC, and taking into
account the actual situation of the
Company.
Original articles Amended articles Basis of amendment
(3) a person who has received any administrative
punishments from any financial regulators or is
prohibited by the CSRC from participating in
the securities market for seriously violating laws,
rules and regulations, where no more than 5 years
have elapsed since the expiry of the enforcement
period;
(4) a person who is prohibited by the CSRC from
participating in the securities market, where the
prohibition period has not expired;
(5) a person whose fund practicing qualification
has been revoked by the CSRC or fund practicing
qualification has been cancelled by the fund
industry association in the past 5 years;
(6) a person who is a legal representative and
principal person in charge of the operation and
management of an institution which has been
taken over, cancelled or declared bankrupt or
whose business license has been revoked, where
no more than 5 years have elapsed since the date
on which the company was taken over, cancelled
or declared bankrupt or its business license was
revoked, unless it is proven that such person is
not personally liable for such issues;
(7) a person determined by the CSRC to
be inappropriate candidates or subject to
disciplinary sanction by an industry association
of being unsuitable for engaging in the relevant
business, where the relevant limitation period has
not expired;
Original articles Amended articles Basis of amendment
(8) a person who has been subject to an
investigation by administrative authorities or an
investigation by judicial authorities for suspected
illegal crimes, while such case has not yet been
closed to form a final opinion;
(9) other circumstances as determined by the
CSRC according to law;
(10) other circumstances provided by laws,
administrative regulations, departmental rules or
the listing rules of the stock exchanges where the
shares of Company are listed.
In the case of the election or appointment of
Directors which violates the provisions of this
Article, the election, appointment or employment
shall be null and void. Where a Director falls
under the circumstances referred to in this
Article during his/her tenure, the Company shall
terminate his/her appointment and cease his/her
duties.
Article 146 Directors shall be elected or replaced
at the general meeting, and could be removed from
their office by the general meeting prior to expiration
of the term thereof. A Director shall serve a term of
3 years, and may be re-elected upon expiration of his
or her term, provided that an independent Director
shall not hold office for a period over 6 years.
Where a Director is removed from office prior to the
expiration of his or her term of office, the general
meeting of shareholders shall give reasons; and the
Director who is removed from office shall have the
right to set forth his or her opinions to the general
meeting, the CSRC or a delegated authority of the
CSRC.
Article 113 Directors shall be elected or replaced
at the general meeting, and could be removed from
their office by the general meeting prior to expiration
of the term thereof. A Director shall serve a term of
3 years, and may be re-elected upon expiration of his
or her term, provided that an independent Director
shall not hold office for a period over 6 years.
Where a Director is removed from office prior to the
expiration of his or her term of office, the general
meeting of shareholders shall give reasons; and the
Director who is removed from office shall have the
right to set forth his or her opinions to the general
meeting, the CSRC or a delegated authority of the
CSRC.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with
the relevant requirements of
relevant laws, regulations and
normative documents such as
Article 6 of the currently effective
Measures for the Supervision
and Administration of Directors,
Supervisors, Senior Management
Officers and Practitioners of
Securities Fund Operating
Institutions and Article 100 of
the Guidelines for the Articles of
Association of Listed Companies
of the CSRC, and taking into
account the actual situation of the
Company.
Original articles Amended articles Basis of amendment
Subject to compliance with the relevant laws and
administrative regulations by a general meeting, a
Director can be removed by an ordinary resolution
passed at the general meeting before the expiry of
his or her term of office (but such removal does not
prejudice the Director's claim for damages pursuant
to any contract).
Subject to compliance with the relevant laws and
administrative regulations by a general meeting, a
Director can be removed by an ordinary resolution
passed at the general meeting before the expiry of
his or her term of office (but such removal does not
prejudice the Director's claim for damages pursuant
to any contract).
A written notice on the intention to nominate
a Director candidate and the candidate's
presentation of being willing to accept the
nomination shall be issued to the Company at
least 7 days prior to the general meeting.
The appointment and removal of any director by
the Company shall be reported to the securities
regulatory authorities of the State Council for filing.
Directors of the Company must meet the following
requirements:
The period for submitting the notice mentioned
in the preceding paragraph shall commence from
the date when the notice of convening a general
meeting for such election is given by the Company
and shall end not later than 7 days before the date
of the general meeting (or earlier).
(1) being a person of honesty, integrity and good
behavior;
(2) being conversant with laws and regulations
in respect of securities and funds, and the
requirements of the CSRC;
The appointment and removal of any director by
the Company shall be reported to the securities
regulatory authorities of the State Council for filing.
Directors of the Company must meet the following
requirements:
(3) having more than three years of working
experience in securities, funds, finance, laws,
accounting and information technology relevant
to his/her proposed position;
(1) being a person of honesty, integrity and good
behavior;
(2) being familiar with securities laws, administrative
regulations, rules and other normative documents
and having the operation and management ability
necessary for performing the duties;
(3) have been working in the fields of securities,
finance, law and accounting for more than 3 years, or
in economic sectors for more than 5 years;
Original articles Amended articles Basis of amendment
(4) have obtained academic qualification of college
degree or above;
(4) having management experience and business
management capability commensurate with his/
her proposed position;
(5) other requirements as stipulated by laws,
administrative regulations, departmental rules and the
Articles of Association.
(5) other requirements as stipulated by laws and
regulations and the CSRC.
The term of office of a Director shall commence
from the date of taking the position until the expiry
of the term of office of the current session of the
Board. Where a re-election fails to be carried out in a
timely manner upon the expiry of the term of office
of a Director, such Director shall continue to perform
his or her duties as a Director in accordance with
the laws, administrative regulations, departmental
rules and the Articles of Association until the newly
elected Director assumes the office.
The term of office of a Director shall commence
from the date of taking the position until the expiry
of the term of office of the current session of the
Board. Where a re-election fails to be carried out in a
timely manner upon the expiry of the term of office
of a Director, such Director shall continue to perform
his or her duties as a Director in accordance with
the laws, administrative regulations, departmental
rules and the Articles of Association until the newly
elected Director assumes the office.
Senior management officers may serve concurrently
as Directors (other than the independent Directors),
provided that the total number of such Directors who
concurrently serve as senior management officers and
the employee representatives shall not exceed a half
of the total number of the Directors of the Company.
Senior management officers may serve concurrently
as Directors (other than the independent Directors),
provided that the total number of such Directors who
concurrently serve as senior management officers and
the employee representatives shall not exceed a half
of the total number of the Directors of the Company.
T h e B o a r d m a y c o m p r i s e o n e e m p l o y e e
representative. The employee representative in the
Board shall be elected by employees of the Company
at the employee representatives' meeting or the staff
meeting or by other democratic means, and shall
become a member of the Board directly.
The Board shall comprise one employee
representative. The employee representative in the
Board shall be elected by employees of the Company
at the employee representatives' meeting or the staff
meeting or by other democratic means, and is not
required to be submitted to the general meeting
for consideration.
Original articles Amended articles Basis of amendment
A standardized and transparent procedure shall
be in place for election of Directors to ensure
the transparency, fairness and impartiality of the
election:
A standardized and transparent procedure shall
be in place for election of Directors to ensure
the transparency, fairness and impartiality of the
election:
(1) the Company shall disclose detailed profiles
of the candidates for Directors prior to the general
meeting to make sure that shareholders have
adequate understanding of such candidates when they
cast their votes.
(1) the Company shall disclose detailed profiles
of the candidates for Directors prior to the general
meeting to make sure that shareholders have
adequate understanding of such candidates when they
cast their votes.
(2) the Company shall enter into engagement
contracts with the Directors to clarify the relevant
matters, such as the rights and obligations between
the Company and the Directors, the term of the
directorship, the Directors' liabilities in case
of breach of laws, regulations and the Articles
of Association, and the compensation from the
Company in case of early termination of such
contracts by the Company for reasons.
(2) the Company shall enter into engagement
contracts with the Directors to clarify the relevant
matters, such as the rights and obligations between
the Company and the Directors, the term of the
directorship, the Directors' liabilities in case
of breach of laws, regulations and the Articles
of Association, and the compensation from the
Company in case of early termination of such
contracts by the Company for reasons.
The Directors are not required to hold any shares
in the Company.
Article 147 Directors shall observe laws,
administrative regulations and the Articles of
Association, and fulfill the following obligations of
loyalty to the Company:
Article 114 Directors shall observe laws,
administrative regulations and the provisions
of the Articles of Association, and fulfill the
obligations of loyalty to the Company. They shall
take measures to avoid conflicts between their
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 101 of
(1) not to abuse their powers to take bribes or other
unlawful income, and not to misappropriate the
Company's property;
own interests and those of the Company, and shall
not leverage their powers and positions to seek
improper benefits.
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
(2) not to divert the assets of the Company or any of
its customers;
Directors shall fulfill the following obligations of
loyalty to the Company:
situation of the Company.
(3) not to deposit any assets or money of the
Company in any amounts under their names or in the
names of others;
(1) not to misappropriate the Company's property
or divert the money of the Company;
(2) not to deposit any money of the Company in
any amounts under their names or in the names
of others;
Original articles Amended articles Basis of amendment
(4) not to lend the money of the Company to other
persons or provide guarantee for other persons with
the property of the Company in violation of Articles
(3) not to abuse their powers to take bribes or
other unlawful income;
of Association or without the consent of the general
meeting or the Board;
(4) not to directly or indirectly sign any contract
or deal with the Company without reporting
to the Board or the general meeting and being
(5) not to enter into any contract or conduct any
transaction with the Company in violation of Articles
of Association or without the consent of the general
meeting;
approved by a resolution of the Board or the
general meeting in accordance with the provisions
of the Articles of Association;
(6) without the consent of the general meeting,
not to take advantage of their positions to seek for
themselves or others any business opportunities that
are due to the Company, or conduct any businesses
similar to those of the Company for themselves or
others;
(5) not to take advantage of their positions
to seek for themselves or others any business
opportunities that are due to the Company,
unless such opportunities have been reported to
the Board or the general meeting and approved
by a resolution of the general meeting or the
Company is not able to take advantage of the
business opportunity in accordance with the laws,
(7) not to take as their own any commission for any
transaction with the Company;
administrative regulations or the provisions of the
Articles of Association;
(8) not to disclose any secret of the Company;
(9) not to use his or her connected relationships to
harm the interests of the Company; and
(6) not to conduct any businesses similar to those
of the Company for themselves or others without
reporting to the Board or the general meeting
and being approved by a resolution of the general
meeting;
(10) to fulfill other obligations of loyalty stipulated
by laws, administrative regulations, departmental
rules and Articles of Association.
(7) not to take as their own any commission for
any transaction between other parties and the
Company;
Directors' income derived from violation of this
Article shall belong to the Company; Directors shall
be liable to compensate any loss incurred to the
(8) not to disclose any secret of the Company;
Company. (9) not to use his or her connected relationships to
harm the interests of the Company; and
(10) to fulfill other obligations of loyalty stipulated
by laws, administrative regulations, departmental
rules and Articles of Association.
Directors' income derived from violation of this
Article shall belong to the Company; Directors shall
be liable to compensate any loss incurred to the
Company.
Original articles Amended articles Basis of amendment
The provisions of item (4) of paragraph 2 of this
Article shall apply to the conclusion of contracts
or engagement in transactions with the Company
by close relatives of the Directors and senior
management officers or enterprises directly or
indirectly controlled by the Directors and senior
management officers or their close relatives, as
well as persons who are otherwise related to the
Directors and senior management officers.
Article 148 Directors shall observe laws,
administrative regulations and the Articles of
Association and fulfill the following obligations of
diligence:
(1) to prudently, conscientiously and diligently
exercising the rights granted him or her by the
Company, so as to ensure that the commercial
acts of the Company comply with state laws,
administrative regulations and the requirements of
Article 115 Directors shall observe laws,
administrative regulations and the provisions
of the Articles of Association and fulfill the
obligations of diligence to the Company. Directors
should exercise the reasonable care that a
manager generally should have to serve the best
interests of the Company in performing their
duties.
Directors shall fulfill the following obligations of
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 102 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
the various economic policies of the state, and that
its commercial activities do not exceed the scope of
business specified on the business license;
diligence to the Company:
(1) to prudently, conscientiously and diligently
exercising the rights granted him or her by the
Company, so as to ensure that the commercial
acts of the Company comply with state laws,
administrative regulations and the requirements of
the various economic policies of the state, and that
its commercial activities do not exceed the scope of
business specified on the business license;
Original articles Amended articles Basis of amendment
(2) to treat all shareholders impartially; (2) to treat all shareholders impartially;
(3) to keep informed of the operation and
management conditions of the Company;
(3) to keep informed of the operation and
management conditions of the Company;
(4) to sign the written confirmation in respect of the
securities issuance documents and regular reports of
the Company to assure that the Company discloses
information in a timely and fair manner and the
information disclosed by the Company is true,
accurate and complete. If he/she cannot guarantee
the truthfulness, accuracy and completeness of
the contents of securities issuance documents and
periodic reports or has disputes, he/she shall issue
opinions and state reasons in the written confirmation
and the Company shall disclose them. Where the
Company refuses to disclose, he/she may directly
apply for disclosure;
(4) to sign the written confirmation in respect of the
securities issuance documents and regular reports of
the Company to assure that the Company discloses
information in a timely and fair manner and the
information disclosed by the Company is true,
accurate and complete. If he/she cannot guarantee
the truthfulness, accuracy and completeness of
the contents of securities issuance documents and
periodic reports or has disputes, he/she shall issue
opinions and state reasons in the written confirmation
and the Company shall disclose them. Where the
Company refuses to disclose, he/she may directly
apply for disclosure;
(5) to honestly provide the Supervisory Committee
with relevant information and data, and not to
prevent the Supervisory Committee or Supervisors
from performing their duties and powers; and
(5) to honestly provide the Audit Committee with
relevant information and data, and not to prevent the
Audit Committee from performing their duties and
powers; and
(6) to fulfill other obligations of diligence stipulated
by laws, administrative regulations, departmental
rules and the Articles of Association.
(6) to fulfill other obligations of diligence stipulated
by laws, administrative regulations, departmental
rules and the Articles of Association.
Article 149 If a Director fails to attend Board
meetings, either in person or by authorizing another
Director on behalf of him or her, for two consecutive
meetings, he or she shall be deemed as failing to
perform his or her duties. The Board shall propose at
the general meeting to replace him or her.
Article 116 If a Director fails to attend Board
meetings, either in person or by authorizing another
Director on behalf of him or her, for two consecutive
meetings, he or she shall be deemed as failing to
perform his or her duties. The Board shall propose at
the general meeting to replace him or her.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 103 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 150 A Director may resign before expiry
of his or her term of office, provided that a written
resignation report in respect of his or her resignation
shall be submitted to the Board and the Board shall
disclose the relevant information within 2 days.
If the number of the Directors falls below the
minimum quorum due to the resignation of Directors,
the resigned Director shall continue to perform his or
her duties pursuant to the requirements of the laws,
administrative regulations, departmental rules and
the Articles of Association before the newly elected
Director takes office.
Save for the circumstances referred to in the
preceding paragraph, the Director's resignation
takes effect upon delivery of his or her resignation
report to the Board.
Subject to the relevant laws and regulations, as
well as regulatory rules of the place(s) where the
shares of the Company are listed, if the Board
appoints a new Director to fill a vacancy or as
an additional Director, the term of office of the
appointed Director shall expire at the next general
meeting of the Company and such Director shall
be eligible for re-election.
Article 117 A Director may resign before expiry of
his or her term of office, provided that a written
resignation report in respect of his or her
resignation shall be submitted to the Company.
The resignation shall take effect on the day when
the Company receives the resignation report,
and the Company shall disclose the relevant
information within two trading days. If the
number of the Directors falls below the minimum
quorum due to the resignation of Directors, the
resigned Director shall continue to perform his or
her duties pursuant to the requirements of the laws,
administrative regulations, departmental rules and
the Articles of Association before the newly elected
Director takes office.
Subject to the relevant laws and regulations, as well
as regulatory rules of the place(s) where the shares of
the Company are listed, if the Board appoints a new
Director to fill a vacancy or as an additional Director,
the term of office of the appointed Director shall
expire at the next general meeting of the Company
and such Director shall be eligible for re-election.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as Article 104 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC
and Rule 4(2) of Appendix A1
to the Hong Kong Listing Rules,
and taking into account the actual
situation of the Company.
Article 151 When a Director's resignation takes
effect or his or her term of service expires, the
Director shall complete all transfer procedures with
the Board. His or her obligations of loyalty (including
but not limited to duty of confidentiality) towards
the Company and the shareholders do not necessarily
cease after the termination of his or her term of
service and shall still be in effect for a period of 2
years.
Article 118 The Company shall establish a
director resignation management system,
specifying safeguards to hold accountable
and seek compensation for unfulfilled public
commitments and other outstanding matters.
When a Director's resignation takes effect or his
or her term of service expires, the Director shall
complete all transfer procedures with the Board. His
or her obligations of loyalty towards the Company
and the shareholders do not necessarily cease after
the termination of his or her term of service and shall
still be in effect for a period of 2 years. A Director's
liability arising from the performance of his/her
duties during his/her tenure shall not be exempted
or terminated by his/her resignation.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 105 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
- Article 119 The general meeting may remove any
Director by a resolution, which shall come into
effect from the date on which such resolution is
made.
Where a Director is removed prior to expiration
of his/her tenure without reasonable cause, the
Director may demand compensation from the
Company.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 106 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 153 If a Director breaches the laws,
administrative regulations, departmental rules or the
Articles of Association when performing his or her
duties and causes loss to the Company, he or she
shall be held responsible for damages.
Article 121 If any damage is caused to others
due to the performance of his/her duties by a
Director to the Company, the Company shall be
held responsible for damages. If the Director is
found to have acted intentionally or with gross
negligence, he/she shall also be held responsible
for damages.
If a Director breaches the laws, administrative
regulations, departmental rules or the Articles of
Association when performing his or her duties and
causes loss to the Company, he or she shall be held
responsible for damages.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 108 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 154 Independent Directors shall act in
accordance with the laws, administrative regulations,
the relevant provisions of the CSRC and listing rules
of the place(s) where the shares of the Company
are listed. If an independent Director resigns or is
removed prior to the expiry of his or her term of
office, such Director and the Company shall submit
written statements to the delegated authority of the
CSRC and the general meeting respectively.
- A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 155 The Company shall establish a Board
which shall be accountable to the general meeting.
- A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 156 The Board shall comprise 13 Directors Article 122 The Company shall have a Board, and A m e n d m e n t i s m a d e i n
with at least one-third of them being independent the Board shall comprise 13 Directors with at least accordance with the relevant
Directors; The Company shall have one Chairman one-third of them being independent Directors; The requirements of relevant laws,
and may have vice chairman. The number of internal Company shall have one Chairman and may have regulations and normative
directors shall not exceed a half of the number of vice chairman. The Chairman and vice chairman documents such as Articles 6
Directors. shall be elected by a majority of all members of and 8 of the currently effective
the Board. The number of internal directors shall not Measures for the Supervision
The Chairman, vice chairman of the Company shall exceed a half of the number of Directors. and Administration of Directors,
meet the following requirements: Supervisors, Senior Management
An individual proposed to serve as the Chairman Officers and Practitioners of
(1) being of honesty, integrity and good behavior; of the Company shall meet the requirements for Securities Fund Operating
professionals engaged in the securities and fund Institutions and Article 109 of
(2) being familiar with securities laws, administrative industries. Individuals proposed to serve as the the Guidelines for the Articles of
regulations, rules and other normative documents Chairman or vice chairman of the Company Association of Listed Companies
and having the operation and management ability may participate in the level assessment test of the CSRC, and taking into
necessary for performing the duties; organized by industry associations as a reference account the actual situation of the
to demonstrate their familiarity with laws and Company.
(3) engaging in the work of securities for more than regulations in respect of securities and funds;
3 years, or the work of finance, law and accounting those who do not participate in such tests shall
for more than 5 years, or the work of economy for meet one of the following requirements:
more than 10 years;
(1) having more than 10 years of domestic work
(4) a bachelor's degree holder or above, or having experience in securities, funds, finance, laws,
equivalent education background; accounting and information technology relevant
to his/her proposed position, and having not
(5) having passed the qualification examination received any administrative punishments or
recognized by the CSRC; and administrative regulatory measures from any
financial regulators;
(6) other requirements stipulated by laws,
administrative regulations, departmental rules and (2) other requirements stipulated by the CSRC
Articles of Association. and industry associations.
Original articles Amended articles Basis of amendment
Article 157 The Board shall exercise the following
functions and powers:
Article 123 The Board shall exercise the following
functions and powers:
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
(1) to convene general meetings and report to general
meetings;
(1) to convene general meetings and report to general
meetings;
regulations and normative
documents such as Article 110 of
the currently effective Guidelines
(2) to implement resolutions of general meetings; (2) to implement resolutions of general meetings; for the Articles of Association
of Listed Companies of the
(3) to resolve on the Company's business plans and
investment plans;
(3) to resolve on the Company's business plans and
investment plans;
CSRC, the Rules Governing the
Listing of Stocks on the Shanghai
Stock Exchange, Article 5 of the
(4) to prepare the annual financial budgets and
final accounting plans of the Company;
(4) to prepare the profit distribution plan and loss
makeup plan of the Company;
Implementation Rules for the
Integrity Practices of Securities
Firms and Their Staff, Article 18
(5) to prepare the profit distribution plan and loss
makeup plan of the Company;
(5) to formulate proposals for the Company in
respect of increase or reduction of registered capital,
issue of bonds or other securities and the listing
of the Securities Industry Code
of Conduct and Article 7 of the
Regulation on Comprehensive
(6) to formulate proposals for the Company in
respect of increase or reduction of registered capital,
thereof; Risk Management of Securities
Companies of the Securities
issue of bonds or other securities and the listing
thereof;
(6) to prepare plans for material acquisitions,
purchase of shares of the Company (due to
circumstances provided in items (1) and (2) of
Association of China, and taking
into account the actual situation
of the Company.
(7) to formulate plans for material acquisitions, Article 28 of the Articles of Association), merger,
purchase of shares of the Company (due to
circumstances provided in items (1) and (2) of Article
29 of the Articles of Association), merger, division,
division, dissolution or transformation of the
Company;
dissolution or transformation of the Company; (7) to determine, within the authority granted by the
general meeting, such matters as external investment,
(8) to determine, within the authority granted by the acquisition and disposal of assets, asset mortgage,
general meeting, such matters as external investment,
acquisition and disposal of assets, asset mortgage,
external guarantee, consigned financial management,
external guarantee, consigned financial management,
connected transactions, external donations, etc.;
connected transactions, external donations, etc.; (8) to decide on the establishment of internal
management organizations of the Company;
Original articles Amended articles Basis of amendment
(9) to decide on the establishment of internal
management organizations of the Company;
(9) to determine the appointment or dismissal of the
Chief Executive Officer, the Co-Chief Executive
Officer, secretary to the Board and other senior
(10) to determine the appointment or dismissal of the management officers of the Company, and to
Chief Executive Officer, secretary to the Board and determine their remunerations, rewards and penalties;
other senior management officers of the Company, to determine the appointment or dismissal of senior
and to determine their remunerations, rewards and management officers including the Co-Chief
penalties; to determine the appointment or dismissal Executive Officer, members of the executive
of senior management officers including members committee, the Chief Operation Officer, the Chief
of the executive committee, the Chief Financial Financial Officer, the Chief Compliance Officer, the
Officer, the Chief Compliance Officer, the Chief Chief Risk Officer and Chief Information Officer of
Risk Officer and Chief Information Officer of the the Company in accordance with the nominations by
Company in accordance with the nominations by the Chief Executive Officer, and to determine their
the Chief Executive Officer, and to determine their
remunerations, rewards and penalties;
remunerations, rewards and penalties;
(10) to set up the basic management system of the
(11) to set up the basic management system of the
Company;
Company;
(11) to formulate the proposals for any amendment
(12) to formulate the proposals for any amendment
to the Articles of Association;
to the Articles of Association;
(12) to manage information disclosure of the
(13) to manage information disclosure of the
Company;
Company;
(13) to be responsible for the strategic decision of
(14) to be responsible for the strategic decision of the objectives and planning of cultural construction,
the objectives and planning of cultural construction, and direct the Company to strengthen its cultural
and direct the Company to strengthen its cultural
construction;
construction;
(14) to propose to the general meeting the
(15) to propose to the general meeting the appointment or replacement of the accounting firms
appointment or replacement of the accounting firms
which provide audit services to the Company;
which provide audit services to the Company;
(15) to listen to work reports of the executive
committee and review its work;
Original articles Amended articles Basis of amendment
(16) to listen to work reports of the executive (16) to determine the compliance management
committee and review its work; objectives of the Company, and assume responsibility
for the effectiveness of compliance management,
(17) to determine the compliance management including but not limited to, to consider and approve
objectives of the Company, and assume responsibility the fundamental system of compliance management
for the effectiveness of compliance management, and the annual compliance reports, to evaluate
including but not limited to, to consider and approve the effectiveness of compliance management,
the fundamental system of compliance management to supervise the resolution of problems existing
and the annual compliance reports, to evaluate in compliance management and to establish the
the effectiveness of compliance management, mechanism for direct communication with the Chief
to supervise the resolution of problems existing Compliance Officer to ensure assessment by the
in compliance management and to establish the Chief Compliance Officer on senior management
mechanism for direct communication with the Chief officers, each department, branch and subsidiary
Compliance Officer to ensure assessment by the of each level ("Subordinate Units"), compliance
Chief Compliance Officer on senior management department and compliance management personnel;
officers, each department, branch and subsidiary
of each level ("Subordinate Units"), compliance (17) to formulate corruption-free practice
department and compliance management personnel; management goal and overall requirements, and
to take the responsibility for the effectiveness of
corruption-free practice management; to decide
on honest practice management goal, and to
take responsibility for the effectiveness of honest
practice management;
Original articles Amended articles Basis of amendment
(18) to formulate risk control system of the (18) to take ultimate responsibility for
Company; comprehensive risk management, to establish
a risk management concept aligned with
(19) to determine Directors' remunerations and the Company, and to advance the overall
distribution plan thereof; development of the Company's risk culture;
to review and approve the Company's risk
(20) to decide on the purchase of the shares of the management strategy, and to promote its effective
Company by the Company due to circumstances implementation in the operation and management
provided in items (3), (5) and (6) of Article 29 of the of the Company; to review and approve the basic
Articles of Association; system for comprehensive risk management of the
Company; to review and approve the Company's
(21) to exercise other functions and powers as risk appetite, risk tolerance and material risk
stipulated by laws, administrative regulations, limits; to review the Company's periodic risk
departmental rules or the Articles of Association. assessment reports; and to establish a direct
communication mechanism with the Chief Risk
The Board may resolve on the issues specified in Officer;
the above paragraphs by approval of more than half
of the Directors save for the issues specified in (6), (19) to determine Directors' remunerations and
(7) and (12), for which approval of two-thirds of the distribution plan thereof;
Directors is required.
(20) to decide on the purchase of the shares of the
The Board and Chairman of the Company shall Company by the Company due to circumstances
exercise their powers to the extent as provided by provided in items (3), (5) and (6) of Article 28 of the
laws, administrative regulations, the CSRC and the Articles of Association;
Articles of Association, and shall not exceed their
powers to interfere in operation and management by (21) to exercise other functions and powers as
the operational management. stipulated by laws, administrative regulations,
departmental rules, the Articles of Association or
Matters beyond the scope of authorization of the the general meeting.
general meeting should be submitted to the general
meeting for consideration.
Original articles Amended articles Basis of amendment
The Board may resolve as specified in the above
paragraphs by approval of more than half of all
Directors by way of a resolution save for the issues
specified in (5), (6) and (11), for which approval of
more than two-thirds of all Directors by way of a
resolution is required. If the laws, administrative
regulations, departmental rules, normative
documents or the listing rules of the place(s)
where the Company's shares are listed have any
other provisions, such provisions shall prevail.
The Board and Chairman of the Company shall
exercise their powers to the extent as provided by
laws, administrative regulations, the CSRC and the
Articles of Association, and shall not exceed their
powers to interfere in operation and management by
the operational management.
Matters beyond the scope of authorization of the
general meeting should be submitted to the general
Article 158 When disposing fixed assets, the Board
shall not, without prior approval of general meeting,
dispose or agree to dispose of any fixed assets of
the Company where the aggregate amount of the
expected consideration for the proposed disposal and
the proceeds from any such disposal of any fixed
assets of the Company completed within 4 months
immediately preceding the proposed disposal exceeds
33% of the value of fixed assets of the Company as
shown in the latest balance sheet considered at the
general meeting.
For the purposes of this article, disposal of fixed
assets includes the transfer of interest in assets
but does not include the charge of fixed assets as
security.
The validity of a disposal of fixed assets by the
Company shall not be affected by any breach of the
first paragraph of this article.
meeting for consideration.
-
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 159 The Board shall explain at the general
meeting with respect to any nonstandard audit
opinions that any certified public accountant issues
for the financial report of the Company.
Article 124 The Board shall explain at the general
meeting with respect to any nonstandard audit
opinions that any certified public accountant issues
for the financial report of the Company.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 111 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 160 The Board shall formulate the rules
of procedures of the Board meetings to ensure the
Board's implementation of the resolutions of the
general meeting, so as to improve the efficiency of
work and ensure scientific decision-making.
The rules of procedures of the Board meetings which
shall stipulate the holding and voting procedures of
the Board meetings, shall be included in the Articles
of Association as a part thereof or an Appendix
thereto and shall be formulated by the Board and
approved by the general meeting.
Article 125 The Board shall formulate the rules
of procedures of the Board meetings to ensure the
Board's implementation of the resolutions of the
general meeting, so as to improve the efficiency of
work and ensure scientific decision-making.
The rules of procedures of the Board meetings which
shall stipulate the holding and voting procedures of
the Board meetings, shall be included in the Articles
of Association as a part thereof or an Appendix
thereto and shall be formulated by the Board and
approved by the general meeting.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 112 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Articles 161 The Board shall determine the scope
of external investment, acquisition and disposal of
assets, asset mortgage, external guarantee, consigned
financial management, connected transactions,
external donations, etc., and establish strict
examination and decision-making procedures; major
investment projects shall be assessed by relevant
experts and professionals engaged for this purpose
and proposed to the general meeting for approval.
Articles 126 The Board shall determine the scope
of external investment, acquisition and disposal of
assets, asset mortgage, external guarantee, consigned
financial management, connected transactions,
external donations, etc., and establish strict
examination and decision-making procedures; major
investment projects shall be assessed by relevant
experts and professionals engaged for this purpose
and proposed to the general meeting for approval.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 113 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC
and Rules 6.1.15, 6.3.6 and
6.3.7 of the Rules Governing the
Save for the guarantees subject to consideration
and approval at the general meeting as provided
in Article 77, external guarantees provided by the
Company are subject to approval of the Board:
Save for the guarantees subject to consideration
and approval at the general meeting as provided
in Article 60, external guarantees provided by the
Company are subject to approval of the Board:
Listing of Stocks on the Shanghai
Stock Exchange, and taking into
account the actual situation of the
Company.
Original articles Amended articles Basis of amendment
Connected transactions between the Company and
its connected persons which satisfied the following
standards shall be submitted to the Board for
Connected transactions between the Company and
its connected persons which satisfied the following
standards shall be submitted to the Board for
consideration and approval: consideration and approval:
1 any contemplated connected transaction between
the Company and its connected natural person in an
1 any contemplated connected transaction between
the Company and its connected natural person in
amount over RMB300,000; an amount (including liabilities and expenses
assumed) over RMB300,000;
2 any contemplated connected transaction between
the Company and its connected legal person in an 2 any contemplated connected transaction
amount over RMB3,000,000 and accounting for 0.5%
or more of the latest audited absolute value of net
between the Company and its connected legal
person (or other organizations) in an amount
assets of the Company. (including liabilities and expenses assumed) over
RMB3,000,000 and accounting for 0.5% or more of
Any contemplated connected transaction between the the latest audited absolute value of net assets of the
Company and its connected person in an amount over Company.
RMB30,000,000 and accounting for 5% or more of
the latest audited absolute value of net assets of the Any contemplated connected transaction between
Company shall be submitted to the general meeting the Company and its connected person in an amount
for consideration after such transaction is considered (including liabilities and expenses assumed) over
and approved by the Board. RMB30,000,000 and accounting for 5% or more of
the latest audited absolute value of net assets of the
The Board shall be entitled to approve and decide Company shall be submitted to the general meeting
external investment, acquisition and disposal of for consideration after such transaction is considered
assets, asset mortgage, etc. which are in an amount and approved by the Board.
accounting for more than 5% but not exceeding 50%
of the latest audited absolute value of net assets of The Board shall be entitled to approve and decide
the Company. In conducting aforesaid transactions, external investment, acquisition and disposal of
the Company shall calculate based on the actual assets, asset mortgage, etc. which are in an amount
amount, and all the transactions that are completed accounting for more than 5% but not exceeding
within a period of twelve consecutive months shall 50% of the latest audited absolute value of net
be aggregated by category. assets of the Company. In conducting aforesaid
transactions, the Company shall calculate based on
the actual amount, and all the transactions related
to the subject matter under the same type of
transactions and that are completed within a period
of twelve consecutive months shall be aggregated.
Original articles Amended articles Basis of amendment
Any single external investment, acquisition and
disposal of assets, asset mortgage, etc. which are in
an amount accounting for more than 2% of the latest
audited value of net assets of the Company shall be
subject to the approval of the Board.
Any single external investment, acquisition and
disposal of assets, asset mortgage, etc. which are in
an amount accounting for more than 2% of the latest
audited value of net assets of the Company shall be
subject to the approval of the Board.
Where the CSRC and the stock exchange on which
the shares of the Company are listed have other
special provisions for the aforesaid transactions,
the Company shall conduct the transactions in
accordance with such provisions stipulated by the
CSRC and the stock exchange on which the shares of
the Company are listed.
Where the CSRC and the stock exchange on which
the shares of the Company are listed have other
special provisions for the aforesaid transactions,
the Company shall conduct the transactions in
accordance with such provisions stipulated by the
CSRC and the stock exchange on which the shares of
the Company are listed.
Article 162 The Chairman and vice chairman shall
be elected or removed by a majority of all members
of the Board. The Chairman and vice chairman
shall serve a term of 3 years, and are eligible for
re-election.
- A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 163 The Chairman shall exercise the
following functions and powers:
Article 127 The Chairman shall exercise the
following functions and powers:
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
(1) to preside over the general meetings and to
convene and preside over the Board meetings;
(1) to preside over the general meetings and to
convene and preside over the Board meetings;
regulations and normative
documents such as Article 114 of
the currently effective Guidelines
(2) to supervise and examine the implementation of
the resolutions of the Board;
(2) to supervise and examine the implementation of
the resolutions of the Board;
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
(3) to sign the share certificates, corporate bonds and
other marketable securities of the Company;
(3) to sign the share certificates, corporate bonds and
other marketable securities of the Company;
situation of the Company.
(4) to sign important documents of the Board and
other documents which shall be signed by the legal
representative of the Company;
(4) to sign important documents of the Board and
other documents which shall be signed by the legal
representative of the Company;
(5) to exercise the functions and powers as a legal
representative; and
(5) to exercise the functions and powers as a legal
representative; and
(6) to exercise other functions and powers conferred
by the Board.
(6) to exercise other functions and powers conferred
by the Board.
Article 164 The vice chairman of the Company shall
assist the Chairman in work. Where the Chairman is
unable or fails to perform his or her duties, the vice
chairman shall discharge such duties (if the Company
has two or more vice chairmen, then the duties
shall be performed by the vice chairman elected by
more than one half of the Directors). Where the vice
chairman is unable or fails to perform his or her
duties, more than one half of the Directors shall elect
a Director to discharge such duties.
Article 128 The vice chairman of the Company shall
assist the Chairman in work. Where the Chairman is
unable or fails to perform his or her duties, the vice
chairman shall discharge such duties (if the Company
has two or more vice chairmen, then the duties
shall be performed by the vice chairman elected by
more than one half of the Directors). Where the vice
chairman is unable or fails to perform his or her
duties, more than one half of the Directors shall elect
a Director to discharge such duties.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 115 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 165 Regular meetings of the Board shall
be held at least 4 times a year. Meetings shall be
convened by the Chairman. Notice of the meeting
shall be given to all Directors and Supervisors 14
days before convening the meeting.
Article 129 Regular meetings of the Board shall
be held at least 4 times a year. Meetings shall be
convened by the Chairman. Notice of the meeting
shall be given to all Directors 14 days before
convening the meeting.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 116 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 166 Any shareholder(s) holding more than
one-tenth voting rights, more than one-third of the
Directors or the Supervisory Committee and the
Chief Executive Officer may propose the holding of
an extraordinary meeting of the Board. The Chairman
shall convene and preside over a Board meeting
within 10 days after receipt of such proposal.
Article 130 Any shareholder(s) holding more than
one-tenth voting rights, more than one-third of the
Directors or the Audit Committee and the Chief
Executive Officer may propose the holding of an
extraordinary meeting of the Board. The Chairman
shall convene and preside over a Board meeting
within 10 days after receipt of such proposal.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 117 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 169 Unless otherwise specified in the
Articles of Association, a Board meeting shall be
attended by more than one half of the Directors. Save
as otherwise specified in the Articles of Association,
resolutions made by the Board must be passed by
more than half of all Directors.
As for the voting on a Board resolution, each
Director shall have one vote.
If the votes for and against a resolution are
the same, the Chairman shall be entitled to an
additional vote.
Article 133 Unless otherwise specified in the
Articles of Association, a Board meeting shall be
attended by more than one half of the Directors. Save
as otherwise specified in the Articles of Association,
resolutions made by the Board must be passed by
more than half of all Directors.
As for the voting on a Board resolution, each
Director shall have one vote.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as Article 120 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 170 If a Director has a connected relationship
with an enterprise involved in a matter on which
a resolution is to be made at a meeting of the
Board, he/she may not exercise his or her right to
vote regarding such resolution, nor may he/she
exercise the voting right of another director as such
Director's proxy thereon. Such a Board meeting may
be held only if more than one half of the Directors
without a connected relationship are present, and
the resolutions made at such a Board meeting shall
require adoption by more than one half of the
Directors without a connected relationship. The
independent directors shall issue independent
opinions on the material connected transactions,
and have the right to report to the delegated
authority of the CSRC where the Company
is domiciled when necessary. If the number of
non-connected directors attending the meetings is
less than three, the matter shall be submitted to the
general meeting for consideration.
Article 134 If a Director has a connected relationship
with an enterprise or individual involved in a
matter on which a resolution is to be made at a
meeting of the Board, such Director shall report
to the Board in writing in a timely manner. The
connected Director may not exercise his or her
right to vote regarding such resolution, nor may he/
she exercise the voting right of another director
as such Director's proxy thereon. Such a Board
meeting may be held only if more than one half of
the Directors without a connected relationship are
present, and the resolutions made at such a Board
meeting shall require adoption by more than one half
of the Directors without a connected relationship.
If the number of non-connected directors attending
the meetings is less than three, the matter shall be
submitted to the general meeting for consideration.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Measures for the
Administration of Independent
Directors of Listed Companies
and Article 121 of the Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 172 If any resolution of the Board meeting
is in violation of the laws, administrative regulations
or the requirements of the CSRC, the Supervisory
Committee shall require the Board to make
rectification, and the operational management shall
refuse to execute the resolution.
Article 136 If any resolution of the Board meeting
is in violation of the laws, administrative regulations
or the requirements of the CSRC, the operational
management shall refuse to execute the resolution.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 173 Directors shall attend Board meetings
in person. If any director cannot attend the meeting
for any reason, he or she may authorize in writing
another director to act on his or her behalf. The
power of attorney shall set out the name of the proxy,
the matters represented, scope of authorization and
validity period, and shall be signed or sealed by the
appointing Director. The appointed director who
attends the meeting shall exercise the Director's
duties within the scope of authorization. If a Director
does not attend a Board meeting in person and does
not appoint a proxy to attend the meeting, he or she
shall be deemed to have waived the voting rights at
the meeting.
Article 137 Directors shall attend Board meetings
in person. If any director cannot attend the meeting
for any reason, he or she may authorize in writing
another director to act on his or her behalf. The
power of attorney shall set out the name of the proxy,
the matters represented, scope of authorization and
validity period, and shall be signed or sealed by the
appointing Director. The appointed director who
attends the meeting shall exercise the Director's
duties within the scope of authorization. If a Director
does not attend a Board meeting in person and does
not appoint a proxy to attend the meeting, he or she
shall be deemed to have waived the voting rights at
the meeting.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 123 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 174 The Board shall file resolutions passed
at the meeting as minutes, and audio record can be
made. Minutes shall be true, accurate and complete
records of the meeting process, the content of the
resolution, speech and voting results of directors.
Minutes shall be signed by the attending Directors
and the recorder. The directors shall be responsible
for the resolutions passed at Board meetings. If any
resolution made by the Board is in violation of the
laws, administrative regulations or the Articles of
Association and causes any substantial losses to the
Company, directors who vote for the said resolution
shall be liable for compensation to the Company. If
any director raises an objection to the resolution and
the said objection is recorded in the minutes, the said
director may be exempt from any liability.
The minutes of Board meetings shall be kept for
the Company's record for a term of not less than 15
years.
Article 138 The Board shall file resolutions passed
at the meeting as minutes, and audio record can be
made. Minutes shall be true, accurate and complete
records of the meeting process, the content of the
resolution, speech and voting results of directors.
Minutes shall be signed by the attending Directors
and the recorder. The directors shall be responsible
for the resolutions passed at Board meetings. If
any resolution made by the Board is in violation of
the laws, administrative regulations, the Articles
of Association or the resolutions of the general
meeting and causes any substantial losses to the
Company, directors who vote for the said resolution
shall be liable for compensation to the Company. If
any director raises an objection to the resolution and
the said objection is recorded in the minutes, the said
director may be exempt from any liability.
The minutes of Board meetings shall be kept for
the Company's record for a term of not less than 15
years.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 125 of
the currently effective Company
Law of the People's Republic of
China, and taking into account the
actual situation of the Company.
Original articles Amended articles Basis of amendment
- Section 3 Independent Directors A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
- Article 140 Independent Directors shall diligently
perform their duties in accordance with laws,
administrative regulations, and the provisions of
the CSRC, stock exchanges and the Articles of
Association. They shall play roles in participating
in decision-making, supervising and checking
balances, and providing professional consultation
in the Board, safeguard the overall interests of the
Company and protect the legitimate rights and
interests of minority shareholders.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 126 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
- Article 141 Independent Directors must maintain
their independence. None of the following persons
may serve as Independent Directors:
(1) any person who holds a position in the
Company and its subsidiaries or the related
parties of the Company in recent three years;
(2) any person whose immediate relative and
major social contact holds a position in the
Company and its subsidiaries or the related
parties of the Company;
(3) any individual shareholder who directly or
indirectly holds 1% or more of the issued shares
of the Company or who ranks among the top
10 shareholders of the Company, or his/her
immediate relatives;
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article
9 of the currently effective
Measures for the Supervision
and Administration of Directors,
Supervisors, Senior Management
Officers and Practitioners of
Securities Fund Operating
Institutions, Article 6 of the
Measures for the Administration
of Independent Directors of
Listed Companies and Article
127 of the Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
(4) any person who holds a position in a
shareholder entity that directly or indirectly holds
5% or more of the issued shares of the Company
or that ranks among the top 5 shareholders of the
Company, or his/her immediate relatives;
(5) any person who holds a position in a
subsidiary of the controlling shareholder or
de facto controller of the Company, or his/her
immediate relatives;
(6) any person who provides financial, legal,
consulting, sponsorship, or other services to the
Company, its controlling shareholder, de facto
controller, or any of their respective subsidiaries,
including but not limited to all members of the
project team, reviewers at all levels, persons
who sign the reports, partners, directors, senior
management officers, and the primary persons in
charge of the intermediaries that provide services;
(7) any person who has interest relationship with
senior management officers, other directors,
supervisors and other personnel in important
position of the Company and its related parties;
(8) any person who holds a position in an
organization that has business transactions
with or is interested in the Company and its
subsidiaries;
(9) any person who has significant business
transactions with the Company, its controlling
shareholder, de facto controller, or any of their
respective subsidiaries, or any person who holds a
position in an entity that has significant business
transactions with the Company or its controlling
shareholder or de facto controller;
Original articles Amended articles Basis of amendment
(10) any person who holds a position other than
independent director in other securities and fund
business institution;
(11) any person who falls under any of the
circumstances set forth in items (2) to (10) in one
recent year;
(12) any other person who is not independent as
prescribed by laws, administrative regulations, the
provisions of the securities regulatory authority of
the places where the Company's shares are listed,
the business rules of the stock exchanges and the
Articles of Association.
The subsidiaries of the controlling shareholder or
de facto controller of the Company as mentioned
in items (5), (6) and (9) in the preceding
paragraph shall not include an enterprise
controlled by the same state-owned assets
management institution with the Company and
does not constitute any related party relationship
with the Company according to relevant
requirements.
Independent Directors shall conduct a
self-assessment on their independence annually
and submit the self-assessment results to the
Board. The Board shall annually evaluate the
independence of the incumbent Independent
Directors and issue a specific opinion, which shall
be disclosed concurrently with the annual report.
Original articles Amended articles Basis of amendment
- Article 142 An Independent Director of the
Company shall satisfy the conditions as follows:
A m e n d m e n t i s m a d e i n
accordance with the relevant
(1) being qualified to be a director of the listed requirements of relevant laws,
regulations and normative
companies or securities companies in accordance documents such as Article 7 of
with laws, administrative regulations and other
relevant provisions;
the currently effective Measures
f o r t h e A d m i n i s t r a t i o n o f
Independent Directors of Listed
(2) meeting the independence requirement as Companies and Article 128 of
required by relevant laws and regulations and the the Guidelines for the Articles of
Articles of Association; Association of Listed Companies
of the CSRC, and taking into
(3) having basic knowledge on the operation of
listed companies and financial enterprises and
account the actual situation of the
Company.
being familiar with relevant laws, administrative
regulations, policies and rules;
(4) having over five years of work experience in
law, accounting or economics and other necessary
experience for performing the duties of an
independent director;
(5) having good personal moral character and
no major breach of integrity or other adverse
records;
(6) not subject to the circumstances specified in
Article 7 of the Measures for the Supervision
and Administration of Directors, Supervisors,
Senior Management Officers and Practitioners of
Securities Fund Operating Institutions;
(7) at least one of the Independent Directors of
the Company shall be ordinarily resident in Hong
Kong;
(8) other conditions provided by laws,
administrative regulations, the requirements
of the CSRC, the business rules of the stock
exchanges of the place(s) where the Company's
shares are listed and the Articles of Association.
Original articles Amended articles Basis of amendment
- Article 143 As members of the Board, the
Independent Directors shall have duties of
loyalty and diligence to the Company and all
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
shareholders, and shall prudently perform the regulations and normative
following duties: documents such as Article 129 of
the currently effective Guidelines
(1) participating in the decision-making of the for the Articles of Association of
Board and expressing explicit opinions on the Listed Companies of the CSRC,
matters considered; and taking into account the actual
situation of the Company.
(2) supervising matters on potential material
conflicts of interest between the Company and
controlling shareholders, de facto controllers,
Directors and senior management officers, and
protecting the lawful rights and interests of
minority shareholders;
(3) providing professional and objective advice on
the operation and development of the Company
and improving the decision-making of the Board;
(4) performing other duties prescribed by laws,
administrative regulations, the requirements of
the CSRC and the Articles of Association.
Original articles Amended articles Basis of amendment
- Article 144 The Independent Directors may
exercise the following special powers:
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
(1) engaging intermediaries independently to regulations and normative
conduct audit, consultation or verification on documents such as Article 130 of
specific matters of the Company; the currently effective Guidelines
for the Articles of Association of
(2) proposing to the Board to convene an Listed Companies of the CSRC,
extraordinary general meeting; and taking into account the actual
situation of the Company.
(3) proposing to convene Board meetings;
(4) soliciting shareholders' rights from
shareholders publicly in accordance with laws;
(5) expressing independent opinions on matters
that may prejudice the rights and interests of the
Company or minority shareholders;
( 6 ) o t h e r p o w e r s p r e s c r i b e d b y l a w s ,
administrative regulations, the requirements of
the CSRC and the Articles of Association.
Independent Directors shall seek the consent of
a majority of all Independent Directors before
exercising the powers under items (1) to (3) of the
preceding paragraph.
The Company shall make disclosure in a timely
manner if an Independent Director exercises the
power specified in paragraph 1 of this Article.
If the aforesaid power cannot be performed
normally, the Company shall disclose the specific
circumstances and reasons therefor.
Original articles Amended articles Basis of amendment
- Article 145 The following matters shall be
submitted to the Board for consideration after
approval by a majority of all Independent
Directors of the Company:
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
(1) related party transactions that should be
disclosed;
documents such as Article 131 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
(2) the Company and the relevant parties' plan to
change or waive the undertaking;
and taking into account the actual
situation of the Company.
(3) the decisions made and measures taken by the
board of directors of the acquired listed company
regarding the acquisition;
( 4 ) o t h e r m a t t e r s s t i p u l a t e d b y l a w s ,
administrative regulations, the requirements of
the CSRC and the Articles of Association.
- Article 146 The Company shall establish a
mechanism for special meetings attended by
all Independent Directors. Matters such as the
consideration of related party transactions by the
Board shall require prior approval by the special
meeting of Independent Directors.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 132 of
the currently effective Guidelines
for the Articles of Association of
The Company shall hold a special meeting of
Independent Directors on a regular or irregular
basis. Matters listed in items (1) to (3) of
paragraph 1 of Article 144, and Article 145 of the
Articles of Association shall be considered at the
special meeting of Independent Directors.
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
The special meeting of Independent Directors may
study and discuss other matters of the Company
if necessary.
Original articles Amended articles Basis of amendment
The special meeting of Independent Directors
shall be convened and presided over by an
Independent Director jointly elected by a majority
of the Independent Directors; in the event that the
convener fails to or is unable to perform his/her
duties, two or more Independent Directors may
convene and elect a representative to preside over
the meeting on their own.
Meeting minutes shall be prepared for the special
meeting of Independent Directors in accordance
with regulations, and the opinions of Independent
Directors shall be recorded in the meeting
minutes. Independent Directors shall sign the
meeting minutes for confirmation.
The Company shall facilitate and support the
convening of the special meeting of Independent
Directors.
Article 176 The Board establishes Compliance and
Risk Management Committee, Audit Committee,
Development Strategy Committee, Nomination
Committee and Remuneration and Appraisal
Committee. The special committees shall be
responsible for the Board of Directors, and the Board
of Directors shall be responsible for formulating
the working procedures of the special committees
and regulating their operation. All members of the
special committees shall be Directors, among which,
a majority of the members of Audit Committee,
Nomination Committee and Remuneration and
Appraisal Committee shall be independent
Directors, one of whom shall act as the convener.
The convener of the Audit Committee shall be
an accounting professional. The establishment of
special committees under the Board is subject to the
approval in the general meeting.
Article 147 The Board establishes Audit
Committee, Compliance and Risk Management
Committee, Development Strategy Committee,
Nomination Committee and Remuneration and
Appraisal Committee, which perform their duties
in accordance with the Articles of Association and
the authorization of the Board. Proposals from
special committees shall be submitted to the Board
for review and decision. The rules of procedure
for special committees shall be formulated by the
Board. All members of the special committees
shall be Directors, among which, more than half
of the members of Audit Committee, Nomination
Committee and Remuneration and Appraisal
Committee shall be independent Directors, with
independent Director acting as the convener. The
establishment of special committees under the
Board is subject to the approval in the general
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 137 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
- Article 148 The Audit Committee of the Board A m e n d m e n t i s m a d e i n
of the Company shall exercise the powers and accordance with the relevant
functions of the supervisory committee as requirements of relevant laws,
stipulated in the Company Law. regulations and normative
documents such as Article 133 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
- Article 149 The Audit Committee shall comprise A m e n d m e n t i s m a d e i n
more than three members. Members of the Audit accordance with the relevant
Committee shall be the Directors who do not hold requirements of relevant laws,
senior management positions in the Company. A regulations and normative
majority of them shall be Independent Directors, documents such as Article 134 of
and an accounting professional among the the currently effective Guidelines
Independent Directors shall serve as the convener. for the Articles of Association of
The employee representative among the members Listed Companies of the CSRC,
of the Board may become a member of the Audit and taking into account the actual
Committee. situation of the Company.
Original articles Amended articles Basis of amendment
- Article 150 The Audit Committee shall be
responsible for reviewing the Company's financial
information and its disclosure, and supervising
and evaluating internal and external auditing
work and internal control. Main duties of the
Audit Committee:
(1) monitoring the annual audits, making
judgments on the truthfulness, accuracy and
completeness of audited financial reports and
submitting them to the Board for consideration;
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 135 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
(2) proposing to hire or replace the external
auditor, and supervise the practice of external
auditors;
(3) being responsible for communications between
the internal audit and the external audit;
(4) reviewing the financial supervision, internal
control and risk management system of the
Company;
(5) discussing with the management level about
the internal control system to ensure that the
management level has performed its duty of
establishing an effective internal control system;
(6) other duties specified by the Articles of
Association and the listing rules of the places
where the shares of the Company are listed.
The following matters shall be submitted to the
Board for consideration with the approval of more
than half of all members of the Audit Committee:
(1) disclosure of financial information in the
financial accounting report and periodic report,
as well as the internal control and evaluation
report;
Original articles Amended articles Basis of amendment
(2) engagement or dismissal of the accounting
firm performing audit of the Company;
(3) appointment or dismissal of the Chief
Financial Officer of the Company;
(4) change of accounting policies, accounting
estimates or correction of material accounting
errors for reasons other than changes in
accounting standards;
(5) other matters as stipulated by laws,
administrative regulations, the requirements of
the CSRC and the Articles of Association.
- Article 151 The Audit Committee shall hold at
least one meeting every quarter. An extraordinary
meeting may be convened upon proposal by two
or more members, or when deemed necessary by
the convener. Meetings of the Audit Committee
require the attendance of over two-thirds of its
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 136 of
the currently effective Guidelines
members.
Resolutions of the Audit Committee shall be
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
passed by more than half of its members. situation of the Company.
Voting on resolutions of the Audit Committee
shall be on a one-member, one-vote basis.
Meeting minutes shall be prepared for the
resolutions of the Audit Committee in accordance
with regulations, and members of the Audit
Committee attending the meeting shall sign the
meeting minutes.
The rules of procedure for the Audit Committee
shall be formulated by the Board.
Article 178 Main duties of the Audit Committee:

A m e n d m e n t i s m a d e i n
accordance with the relevant
(1) monitoring the annual audits, making judgments
requirements of relevant laws,
on the truthfulness, accuracy and completeness of
regulations and normative
audited financial reports and submitting to the Board
documents such as the currently
for consideration;
effective Guidelines for the
Articles of Association of Listed
(2) proposing to hire or replace the external auditor,
Companies of the CSRC, and
and supervise the practice of external auditors;
taking into account the actual
situation of the Company.
(3) being responsible for the communications
between the internal audit and the external audit;
(4) reviewing the financial supervision, internal
control and risk management system of the
Company;
(5) discussing with the management level about
the internal control system to ensure that the
management level has performed its duty of
establishing an effective internal control system;
(6) other duties specified by the Articles of
Association and the listing rules of the locality where
the shares of the Company are listed.
The Audit Committee shall comprise at least three
members, all of whom are non-executive Directors,
and at least one of the independent Directors is an
accounting professional with more than five years'
experience engaged in accounting work.
The meeting of the Audit Committee shall be
convened by an independent Director of the
Company.
Original articles Amended articles Basis of amendment
Article 180 Main duties of the Nomination Article 154 The Nomination Committee is A m e n d m e n t i s m a d e i n
Committee: responsible for formulating the selection accordance with the relevant
criteria and procedures for Directors and senior requirements of relevant laws,
(1) reviewing and opining on the election standards management officers, selecting and reviewing regulations and normative
and procedures of the Directors and senior candidates for Directors and senior management documents such as Article 138 of
management officers; officers and their qualifications, and making the currently effective Guidelines
recommendations to the Board. Main duties of the for the Articles of Association of
(2) searching for eligible candidates for Directors Nomination Committee include: Listed Companies of the CSRC
and senior management officers; and the Hong Kong Listing Rules,
(1) reviewing the structure, headcount and and taking into account the actual
(3) reviewing and opining on the qualification criteria composition (including skills, knowledge and situation of the Company.
of candidates for Directors and senior management experience) of the Board at least once each year,
officers; assisting the Board in preparing a Board skills
matrix, and making recommendations regarding
(4) reviewing the structure, size and composition of any proposed changes in the Board in line with
the Board (including the expertise, knowledge and the Company's strategies;
experience) at least annually; and
(2) considering and opining on the criteria and
(5) other duties specified by the Articles of procedures for the selection of Directors and
Association and the listing rules of the locality where senior management officers;
the shares of the Company are listed.
(3) searching for qualified candidates for
The meeting of the Nomination Committee shall Directors and senior management officers, and
be convened by an independent Director of the selecting from the list of nominated Director
Company. candidates or making recommendations to the
Board;
Original articles Amended articles Basis of amendment
(4) reviewing and opining on the qualification
criteria of candidates for Directors and senior
management officers;
(5) assessing the independence of independent
Directors;
(6) making recommendations to the Board on the
appointment or reappointment of Directors and
succession planning for Directors (in particular
the Chairman and the Chief Executive Officer);
(7) supporting the Company in regularly assessing
the performance of the Board; and
(8) other matters as required by laws,
administrative regulations, the CSRC, listing
rules of the stock exchanges where the Company's
shares are listed, and the Articles of Association.
If the Board fails to adopt or fails to fully
adopt the recommendations of the Nomination
Committee, it shall record the opinions of the
Nomination Committee and the specific reasons
for non-adoption in the resolutions of the Board,
and make disclosures accordingly.
Original articles Amended articles Basis of amendment
Article 181 Main duties of the Remuneration and
Appraisal Committee:
(1) reviewing and opining on the remuneration and
appraisal management system of Directors and senior
management officers;
(2) assessing and opining on the Directors and senior
management officers;
(3) such other duties specified by the Articles of
Association and the listing rules of the locality where
Article 155 The Remuneration and Appraisal
Committee is responsible for formulating
appraisal standards for Directors and senior
management officers and conducting appraisals,
formulating and reviewing the remuneration
policies and proposals including compensation
decision mechanism and process, payment
and stop-payment recourse arrangements for
Directors and senior management officers, and
making recommendations to the Board. Main
duties of the Remuneration and Appraisal
Committee include:
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 139 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
the shares of the Company are listed.
The meeting of the Remuneration and Appraisal
Committee shall be convened by an independent
Director of the Company.
(1) reviewing and opining on the remuneration
and appraisal management system of Directors
and senior management officers;
(2) assessing the Directors and senior management
officers and making recommendations on their
remuneration;
(3) making recommendations on formulating
or changing equity incentive schemes, employee
shareholding schemes, and conditions for
incentive participants to be granted with and
exercise interests;
(4) making recommendations on arrangement of
stock ownership plans for subsidiaries to be spun
off by Directors and senior management officers;
and
(5) other matters as required by laws,
administrative regulations, the CSRC, listing
rules of the stock exchanges where the Company's
shares are listed, and the Articles of Association.
If the Board fails to adopt or fails to fully adopt
the recommendations of the Remuneration and
Appraisal Committee, it shall record the opinions
of the Remuneration and Appraisal Committee
and the specific reasons for non-adoption in the
resolutions of the Board, and make disclosures
accordingly.
Original articles Amended articles Basis of amendment
Article 182 Each specialized committee may engage
intermediaries to provide professional advice at the
expense of the Company.
Article 156 A specialized committee may engage
intermediaries to provide professional advice. The
expenses incurred by the specialized committee
in performing its duties shall be borne by the
Company.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 44 of
the currently effective Code of
Corporate Governance for Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 183 All the specialized committees shall be
accountable to the Board and submit working reports
to the Board pursuant to the requirements of the
Articles of Association.
The Board shall listen to the opinions of the
specialized committees before making any decision
on matters related to the duties of the specialized
committees.
Article 157 Specialized committees shall be
accountable to the Board and submit working reports
to the Board pursuant to the requirements of the
Articles of Association.
The Board shall listen to the opinions of the
specialized committees before making any decision
on matters related to the duties of the specialized
committees.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 41 of
the currently effective Corporate
Governance Rules for Securities
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 184 The Company shall have a secretary to
the Board, concurrently being a senior management
officer of the Company and shall be responsible
for the organization of the general meeting and the
Board meeting, document keeping and management
of information regarding the shareholders of the
Company, and shall provide relevant information and
deal with information disclosure and other matters
pursuant to the provisions and according to the
requirements of the relevant unit including the CSRC
and its delegated authorities and shareholders or of
individuals.
The secretary to the Board shall comply with the
relevant provisions of the laws, administrative
regulations, departmental rules and in the Articles of
Association.
Article 158 The Company shall have a secretary to
the Board, concurrently being a senior management
officer of the Company and shall be responsible
for the organization of the general meeting and the
Board meeting, document keeping and management
of information regarding the shareholders of the
Company, and shall provide relevant information and
deal with information disclosure and other matters
pursuant to the provisions and according to the
requirements of the relevant unit including the CSRC
and its delegated authorities and shareholders or of
individuals.
The secretary to the Board shall comply with the
relevant provisions of the laws, administrative
regulations, departmental rules and in the Articles of
Association.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 185 The secretary to the Board shall have the
requisite professional knowledge and experience and
shall be appointed by the Board, and shall possess
the following criteria:
(1) he or she shall be of good character, faithful
and honest;
Article 159 The secretary to the Board shall have the
requisite professional knowledge and experience and
shall be appointed by the Board.
Directors and other senior management officers
of the Company, except for independent directors,
may also act as the secretary to the Board.
A m e n d m e n t i s m a d e i n
accordance with the relevant
r e q u i r e m e n t s o f c u r r e n t l y
effective laws, regulations and
normative documents, and taking
into account the actual situation
of the Company.
(2) he or she shall be familiar with laws,
administrative regulations, rules and other
regulatory documents, and have the operation and
management capacity required to perform his or
her duties;
The registered accountant(s) of the certified
public accountants' firm and attorney(s) of the
law firm appointed by the Company shall not act
as the secretary to the Board.
(3) he or she shall have more than three years'
experience in securities or more than five years'
experience in the field of finance, economics, laws
and accounting;
(4) he or she shall be licensed to practice in the
securities business;
(5) he or she shall be at least university graduates
or possess a degree higher than a bachelor degree;
(6) he or she shall have no less than two years'
experience of being in charge of a department in
a securities company or no less than four years'
experience of being in charge of a department
in financial institutions or of comparable
management experience;
(7) he or she shall have the requisite qualification
recognized by the CSRC;
(8) he or she shall fulfill other criteria required
by laws, rules, administrative regulations,
departmental rules and the Articles of
Association.
Original articles Amended articles Basis of amendment
A person may not serve as a secretary to the
Board in event of any of the following:
(1) a person who has been subject to the
administrative punishment of the CSRC during
the past three years;
(2) a person who has been publicly reprimanded
by the stock exchange or who has been criticized
for more than three times in the past three years;
(3) any existing Supervisor of the Company;
(4) such other situations where he or she is
considered to be inappropriate, by the Shanghai
Stock Exchange, to act as the secretary to the
Board.
Article 186 Main duties of the secretary to the Article 160 Main duties of the secretary to the A m e n d m e n t i s m a d e i n
Board: Board: accordance with the relevant
requirements of relevant laws,
(1) taking charge of the communication and liaison (1) taking charge of the Company's information regulations and normative
between the Company and its relevant parties and disclosure affairs, coordinating the Company's documents such as Rule 4.4.2
the Shanghai Stock Exchange, the Hong Kong Stock information disclosure, organizing and of the Rules Governing the
Exchange and other securities regulatory authorities; formulating the Company's information Listing of Stocks on the Shanghai
being responsible for the preparation and submission disclosure affairs management system, and urging Stock Exchange, and taking into
of the documents required by the securities regulatory the Company and the relevant information account the actual situation of the
authorities at the places where the shares are listed disclosure obligors to comply with the relevant Company.
and the organization and completion of the tasks information disclosure regulations;
arranged by the regulatory authorities; ensuring that
the Company shall prepare and submit the reports
and documents required by the regulatory authorities.
Original articles Amended articles Basis of amendment
(2) dealing with the disclosure of information by (2) being responsible for investor relations
the Company, urging the Company to formulate and management, coordinating the information
implement policies regarding information disclosure communication between the Company and
and internal reporting of significant information, securities regulatory authorities, investors and de
causing the Company and its relevant parties to facto controllers, intermediary agencies, media,
perform their obligations of information disclosure, etc.;
and procuring regular and extraordinary reporting
on information disclosure to the stock exchange in (3) preparing and organizing meetings of the
accordance with the laws. Board and its specialized committees and general
meetings, attending general meetings, Board
(3) organizing and preparing general meetings, the meetings and meetings of the senior management
Board meetings and the meetings of the specialized officers, and being responsible for making minutes
committees of the Board, preparing and submitting for the Board meetings and signing thereon;
documents and materials regarding the Board
meetings, general meetings and other relevant (4) being responsible for the confidentiality of the
meetings; attending the Board meetings and taking Company's information disclosure, and reporting
minutes, ensuring the accuracy of the minutes and and disclosing any leakage of major undisclosed
signing on the same; being responsible for safe information to the Shanghai Stock Exchange in a
keeping the documents and minutes of the Board timely manner;
meetings, meetings of the specialized committees
of the Board and general meetings; and being (5) paying attention to media coverage and taking
responsible for submitting the documents of general the initiative to verify the truth, and urging the
meetings, meetings of the Board and Supervisory relevant parties in the Company to reply to the
Committee to the CSRC for filing and others. inquiries of the Shanghai Stock Exchange in a
timely manner;
Original articles Amended articles Basis of amendment
(4) ensuring that the Company has the complete set
of the organization documents and records.
(5) being responsible for coordinating and organizing
the Company's information disclosure matters,
including improving a sound information disclosure
system, serving guests, being responsible for the
communication with media and investors, answering
the consultation of the public, connecting with the
shareholders, timely providing the publicly disclosed
information of the Company to the eligible investors
to ensure the timeliness, legality, trueness and
completeness of the information disclosure of the
Company.
(6) attending meetings involving information
disclosure. The relevant departments of the Company
shall provide the material and information required
by the information disclosure to the secretary to
the Board. Prior to making material decisions, the
(6) arranging trainings on the relevant laws and
regulations and the relevant rules of the Shanghai
Stock Exchange for the Company's Directors and
senior management officers, and assisting such
persons to understand their responsibilities in
respect of information disclosure;
(7) urging the Directors and senior management
officers to abide by the laws and regulations, the
relevant rules of the Shanghai Stock Exchange
and the Articles of Association, and earnestly fulfil
the commitments they have made; when he/she
is aware that the Company, Directors and senior
management officers have made or may make
resolutions that violate the relevant provisions, he/
she shall remind them and report the same to the
Shanghai Stock Exchange in a timely manner;
(8) being responsible for the management of
the changes in the Company's shares and the
Company shall seek the opinions of the secretary to
the Board from the perspective of the information
disclosure.
(7) maintaining confidentiality in respect of
information, formulating confidentiality measures,
procuring Directors, Supervisors, other senior
management officers and relevant informed persons
to keep confidential before information disclosure,
and taking timely remedies upon the leakage of
insider information and reporting the same to
the stock exchanges and securities regulatory
management authority at the places where the shares
are listed.
derivatives thereof;
(9) other duties as required under the laws,
regulations, departmental rules, normative
documents and the listing rules of the place where
the Company's shares are listed.
The Board and senior management officers shall
provide active support for the work of the secretary
to the Board. Any entities or individuals of the
Company shall not interference with the normal work
of the secretary to the Board.
Original articles Amended articles Basis of amendment
(8) ensuring the establishing of the register of
shareholders of the Company, and ensuring that
the persons who are entitled to access to relevant
documents and records of the Company obtain such
records and documents in a timely way.
(9) maintaining the register of shareholders, the
register of Directors, Supervisors and senior
management officers of the Company and the
information regarding the shareholding in the
Company of controlling shareholders, Directors,
Supervisors and senior management officers and the
seal of the Board.
(10) assisting the Directors, Supervisors, senior
management officers of the Company to understand
laws, regulations, rules, Articles of Associations
and the securities listing rules at the places where
the shares of the Company are listed and their
responsibilities specified in the share listing
agreement.
(11) procuring the Board to exercise powers by
laws; reminding the attending Directors when the
resolutions to be made by the Board do not comply
with the relevant laws, administrative regulations,
departmental rules, securities listing rules, other
regulations of the stock exchanges and the Articles
of Association, and requesting the Supervisors
present at meeting to express their opinions;
recording the opinions of relevant Supervisors
and persons in the minutes if the Board insists on
making the aforesaid resolutions, and simultaneously
reporting such to the Shanghai Stock Exchange.
Original articles Amended articles Basis of amendment
(12) providing consultation and advices regarding the
material decisions of the Company.
(13) fulfilling other duties specified in the Company
Law, other laws, regulations, rules, listing rules at
the places where the securities of the Company are
listed.
The Board and senior management officers shall
provide active support for the work of the secretary
to the Board. Any entities or individuals of the
Company shall not interference with the normal work
of the secretary to the Board.
Article 187 Directors and other senior management
officers of the Company, except for independent
directors, may also act as the secretary to the Board.
The registered accountant(s) of the certified public
accountants' firm and attorney(s) appointed by the
Company shall not act as the secretary to the Board.
A m e n d m e n t i s m a d e i n
accordance with the relevant
r e q u i r e m e n t s o f c u r r e n t l y
effective laws, regulations and
normative documents, and taking
into account the actual situation
of the Company, with articles
combined.
Article 188 The secretary to the Board shall be
nominated by the Chairman and appointed or
dismissed by the Board. When the office of the
secretary to the Board is held concurrently by a
Director, and an act is required to be made by a
Director and the secretary to the Board separately,
the person who concurrently holds the offices of
Director and Secretary to the Board shall not perform
the act in dual capacity.
Article 161 The secretary to the Board shall
be appointed or dismissed by the Board. When
the office of the secretary to the Board is held
concurrently by a Director, and an act is required to
be made by a Director and the secretary to the Board
separately, he/she shall not perform the act in dual
capacity.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 110 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 189 The Company proactively establishes
and improves the management system on investor
relations and reports the same to be considered
by the Board. The Company shall enhance the
communication and exchange with shareholders,
and in particular, the public shareholders, via
various means. The secretary to the Board shall be
responsible for the management on investor relations.
A m e n d m e n t i s m a d e i n
accordance with the relevant
r e q u i r e m e n t s o f c u r r e n t l y
effective laws, regulations and
normative documents, and taking
into account the actual situation
of the Company, with articles
combined.
CHAPTER VI CHIEF EXECUTIVE OFFICER,
EXECUTIVE COMMITTEE AND OTHER
SENIOR MANAGEMENT OFFICERS
CHAPTER VI SENIOR MANAGEMENT
OFFICERS
A m e n d m e n t i s m a d e i n
accordance with the relevant
r e q u i r e m e n t s o f c u r r e n t l y
effective laws, regulations and
normative documents, and taking
into account the actual situation
of the Company.
Article 190 The Company shall have an executive
committee and the Chief Executive Officer. The
Executive Committee is the highest operational and
management organ of the Company for the purpose
of carrying out the guidelines and policies of the
Board of Directors. It includes one Chief Executive
Officer and several members of the Executive
Committee. The Chief Executive Officer is the
director of the Executive Committee of the Company.
Article 162 The Company shall have an executive
committee and the Chief Executive Officer and Co
Chief Executive Officer. The Executive Committee
is the highest operational and management organ
of the Company for the purpose of carrying out the
guidelines and policies of the Board of Directors,
which consists of the director of the Executive
Committee and several other members of the
Executive Committee. The Chief Executive Officer
is the director of the Executive Committee of the
Company. The Board may appoint Co-Chief
Executive Officers as necessary for management
purposes to assist the Chief Executive Officer in
the exercise of his or her powers.
A m e n d m e n t i s m a d e i n
accordance with the relevant
r e q u i r e m e n t s o f c u r r e n t l y
effective laws, regulations and
normative documents, and taking
into account the actual situation
of the Company.
Original articles Amended articles Basis of amendment
A Director may be employed to concurrently act
as the Chief Executive Officer, members of the
Executive Committee or other senior management
officers.
A Director may be employed to concurrently act as
the Chief Executive Officer, Co-Chief Executive
Officer, members of the Executive Committee or
other senior management officers.
The Chief Executive Officer, members of the
Executive Committee and other senior management
officers shall be appointed or dismissed by the
Board.
The Chief Executive Officer, Co-Chief Executive
Officer, members of the Executive Committee and
other senior management officers shall be appointed
or dismissed by the Board.
The senior management officers of the Company
shall not concurrently hold offices in other profit
making institutions, except for those otherwise
stipulated by laws, administrative regulations or the
CSRC.
The senior management officers of the Company
shall not concurrently hold offices in other profit
making institutions, except for those otherwise
stipulated by laws, administrative regulations or the
CSRC.
The senior management officers shall meet the
requirements of laws and regulations and the CSRC.
Persons failing to meet such requirements shall not
be authorized by the Company to perform the duties
of the senior management officers.
The senior management officers shall meet the
requirements of laws and regulations and the CSRC.
Persons failing to meet such requirements shall not
be authorized by the Company to perform the duties
of the senior management officers.
The appointment or removal of senior management
officers of the Company shall be reported to the
securities regulatory authority of the State Council
for filing.
The appointment or removal of senior management
officers of the Company shall be reported to the
securities regulatory authority of the State Council
for filing.
Original articles Amended articles Basis of amendment
Article 191 The provisions under Article 147 in
relation to the fiduciary duties of Directors and
provisions (4) to (6) under Article 148 in relation to
the due diligence obligations shall be applicable to
the senior management officers.
Senior management officers of the Company shall
faithfully perform their duties and safeguard the best
interests of the Company and all shareholders. If any
senior management officers of the Company causes
damage to the interests of the Company and its public
shareholders due to failure in faithfully performing
their duties or violation of his/her fiduciary duties,
he/she shall be liable for compensation in accordance
with the laws.
Article 163 The provisions under the Articles of
Association in relation to circumstances under
which a person may not serve as a Director and
the resignation management system shall be
applicable to senior management officers.
The provisions under the Articles of Association
in relation to fiduciary duties and due diligence
obligations of Directors shall be applicable to
senior management officers.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 141 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 193 The principal person in charge of the
operation and management of the Company shall
report to the Board or Supervisory Committee on
the execution of significant contracts, implementation
status, application of funds as well as profit and
loss of the Company as requested by the Board or
Supervisory Committee. The principal person in
charge of the operation and management shall ensure
the trueness, accuracy and completeness of the
report.
The principal person in charge of the operation
and management who does not hold the position of
Director can attend the Board meeting.
The principal person in charge of the operation and
management refers to the Chief Executive Officer, or
the person in charge of the management committee
or executive committee exercising the power of the
Chief Executive Officer of the Company.
Article 165 The principal person in charge of the
operation and management of the Company shall
report to the Board on the execution of significant
contracts, implementation status, application of
funds as well as profit and loss of the Company
as requested by the Board. The principal person in
charge of the operation and management shall ensure
the trueness, accuracy and completeness of the
report.
The principal person in charge of the operation
and management who does not hold the position of
Director can attend the Board meeting.
The principal person in charge of the operation and
management refers to the Chief Executive Officer, or
the person in charge of the management committee
or executive committee exercising the power of the
Chief Executive Officer of the Company.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies, and taking into
account the actual situation of the
Company.
Original articles Amended articles Basis of amendment
Article 196 The Chief Executive Officer, members
of the Executive Committee and other senior
management officers shall serve a term of three
years and may serve consecutive terms upon
reappointment.
Article 168 The Chief Executive Officer, Co
Chief Executive Officer, members of the Executive
Committee and other senior management officers
shall serve a term of three years and may serve
consecutive terms upon reappointment.
A m e n d m e n t i s m a d e i n
accordance with the relevant
r e q u i r e m e n t s o f c u r r e n t l y
effective laws, regulations and
normative documents, and taking
into account the actual situation
of the Company.
Article 197 The Chief Executive Officer shall be
accountable for the Board and exercise the following
powers:
Article 169 The Chief Executive Officer shall be
accountable for the Board and exercise the following
powers:
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
(1) to be in charge of the operation and management
of the Company, to organize the implementation of
the resolutions of the Board, and to report his or her
work to the Board;
(1) to be in charge of the operation and management
of the Company, to organize the implementation of
the resolutions of the Board, and to report his or her
work to the Board;
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
(2) to organize and implement the Company's annual
operational plan and investment plan;
(2) to organize and implement the Company's annual
operational plan and investment plan;
documents such as Article 144 of
the currently effective Guidelines
for the Articles of Association of
(3) to prepare the plan of the basic management
system of the Company;
(3) to prepare the plan of the basic management
system of the Company;
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
(4) to formulate the Company's specific rules; (4) to formulate the Company's specific rules;
(5) to propose to the Board to appoint or dismiss
members of the executive committee, Chief Financial
Officer, Chief Compliance Officer, Chief Risk
Officer and other senior management officers of the
Company;
(6) to decide to appoint or dismiss executives other
(5) to propose to the Board to appoint or dismiss Co
Chief Executive Officer, members of the executive
committee, Chief Operation Officer, Chief
Financial Officer, Chief Compliance Officer, Chief
Risk Officer and other senior management officers of
the Company;
than those appointed or removed by the Board; (6) to decide to appoint or dismiss executives other
than those appointed or removed by the Board;
Original articles Amended articles Basis of amendment
(7) to determine the appointment and dismissal of the (7) to determine the appointment and dismissal of the
staff of the Company; staff of the Company;
(8) to carry out the Company's risk control system, (8) to carry out the Company's risk control system,
and to ensure the Company complies with the risk and to ensure the Company complies with the risk
control index prescribed by the CSRC; control index prescribed by the CSRC;
(9) to exercise other functions and powers conferred (9) to exercise other functions and powers conferred
in the Articles of Association and by the Board. in the Articles of Association and by the Board.
The Chief Executive Officer shall be in charge of The Chief Executive Officer shall be in charge of
the daily work of the Company, attend the Board the daily work of the Company, attend the Board
meeting and report his or her work to the Board. meeting and report his or her work to the Board.
Chief Executive Officer who is not a Director does
not have voting rights at the Board meeting. As for the connected transactions between the
Company and connected persons, should the
In exercising his or her power, the Chief Executive transactions not reach the standards specified
Officer shall fulfill a fiduciary obligation and in paragraph 3 of Article 126 in the Articles of
have a duty of due diligence pursuant to the Association, the Chief Executive Officer is entitled
requirements of laws, administrative regulations to make the decision of examination and approval.
and the Articles of Association.
As for external investments, acquisition and disposal
As for the connected transactions between the of assets, assets mortgages and other matters of
Company and connected persons, should the the Company, should the foregoing matters not
transactions not reach the standards specified reach the standards specified in paragraph 5 of
in paragraph 3 of Article 161 in the Articles of Article 126 in the Articles of Association, the Chief
Association, the Chief Executive Officer is entitled Executive Officer is entitled to make the decision of
to make the decision of examination and approval. examination and approval.
The Chief Executive Officer of the Company shall
take the major responsibility for the effectiveness of
the execution of the comprehensive risk management
of the Company.
Original articles Amended articles Basis of amendment
As for external investments, acquisition and disposal
of assets, assets mortgages and other matters of
the Company, should the foregoing matters not
reach the standards specified in paragraph 5 of
Article 161 in the Articles of Association, the Chief
Executive Officer is entitled to make the decision of
examination and approval.
The Chief Executive Officer of the Company shall
take the major responsibility for the effectiveness of
the execution of the comprehensive risk management
of the Company.
Article 198 The executive committee shall perform Article 170 The executive committee shall perform A m e n d m e n t i s m a d e i n
the following functions and powers: the following functions and powers: accordance with the relevant
requirements of relevant laws,
(1) to implement business policy as approved by the (1) to implement business policy as approved by the regulations and normative
Board and determine important issues relating to the Board and determine important issues relating to the documents such as the currently
operation and management of the Company; operation and management of the Company; effective Guidelines for the
Articles of Association of Listed
(2) to draft and implement the financial budget of (2) to draft profit distribution plan and loss Companies of the CSRC and
the Company; recovery plan of the Company; Article 9 of the Regulation on
Comprehensive Risk Management
(3) to draft final accounting plan, profit distribution (3) to draft plans for change of registered capital and of Securities Companies of the
plan and loss recovery plan of the Company; issuance of corporate bonds; Securities Association of China,
and taking into account the actual
(4) to draft plans for change of registered capital and (4) to draft plans for merger, division, change or situation of the Company.
issuance of corporate bonds; dissolution;
Original articles Amended articles Basis of amendment
(5) to draft plans for merger, division, change or (5) to draft business plans, investment, financing and
dissolution; assets disposal plans, which shall be submitted for
approval by the board of directors in accordance with
(6) to draft business plans, investment, financing and corresponding scope of authority;
assets disposal plans, which shall be submitted for
approval by the board of directors in accordance with (6) to develop specific implementation plans for
corresponding scope of authority; risk appetite, risk tolerance and major risk limits,
regularly assess the Company's overall risk and
(7) to draft the plan for establishment of the internal various important risk management conditions,
management departments of the Company; resolve issues in risk management, and report to
the Board;
(8) to deploy and implement various works for
cultural construction; (7) to draft the plan for establishment of the internal
management departments of the Company;
(9) to formulate and approve the plans for wages,
awards and penalties of the staff of the Company; (8) to deploy and implement various works for
cultural construction;
(10) to perform other powers and duties authorized
by the Board. (9) to formulate and approve the plans for wages,
awards and penalties of the staff of the Company;
(10) to perform other powers and duties authorized
by the Board.
Original articles Amended articles Basis of amendment
Article 199 The Chief Executive and the executive
committee shall formulate working rules, which shall
be implemented upon approval by the Board.
The working rules of the Chief Executive Officer and
the executive committee shall include the following:
(1) conditions for the convening of and the procedure
for the meeting of the executive committee, and the
personnel to attend the meeting;
Article 171 The Executive Committee shall
formulate working rules, which shall be implemented
upon approval by the Board.
The working rules of the Executive Committee
shall include the following:
(1) conditions for the convening of and the procedure
for the meeting of the executive committee, and the
personnel to attend the meeting;
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
(2) specific duties and allocation of work of the
Chief Executive Officer, members of the executive
committee and other senior management officers;
(3) the authority to utilize the Company's funds and
assets and to enter into significant contracts, and the
reporting system to the Board and the Supervisory
Committee;
(4) other matters which the Board considers
necessary.
(2) specific duties and allocation of work of the Chief
Executive Officer, Co-Chief Executive Officer,
members of the executive committee and other senior
management officers;
(3) the authority to utilize the Company's funds and
assets and to enter into significant contracts, and the
reporting system to the Board;
(4) other matters which the Board considers
necessary.
Article 200 The Chief Executive Officer, members
of the executive committee and other senior
management officers can tender their resignation
prior to the expiry of their term of office. The
specific procedures for such resignation shall be
governed by the labour contract between senior
management officers and the Company.
Article 172 The Chief Executive Officer, Co
Chief Executive Officer, members of the executive
committee and other senior management officers
can tender their resignation prior to the expiry of
their term of office. The specific procedures for
such resignation shall be governed by the labour
contract between senior management officers and the
Company.
A m e n d m e n t i s m a d e i n
accordance with the relevant
r e q u i r e m e n t s o f c u r r e n t l y
effective laws, regulations and
normative documents, and taking
into account the actual situation
of the Company.
Original articles Amended articles Basis of amendment
Article 201 Members of the executive committee
of the Company shall be nominated by the Chief
Executive Officer, and shall be appointed or
dismissed by the Board.
Members of the executive committee shall assist
the Chief Executive Officer in working and shall be
accountable for and report duty to the president. He
or she shall perform the relevant duties according
to the business scope of work allocation. Should
the Chief Executive Officer be unable to or fails to
perform his or her duties, the senior management
officers designated by the Board shall perform the
duties of the president on his or her behalf.
Article 173 Members of the Executive Committee
of the Company shall be appointed or dismissed
by the Board.
Members of the executive committee shall assist
the Chief Executive Officer in working and shall be
accountable for and report duty to the president. He
or she shall perform the relevant duties according
to the business scope of work allocation. Should
the Chief Executive Officer be unable to or fails to
perform his or her duties, the senior management
officers designated by the Board shall perform the
duties of the president on his or her behalf.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 110 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 202 The Company shall enter into
agreements with the senior management officers
in respect of their terms of office, performance
appraisal, remunerations, dismissal, the rights
and obligations of both parties and liabilities for
contractual breach, etc.
The performance-based annual remuneration of the
senior management officers shall be determined
by the Board in accordance with their annual
performance appraisal results. Payment of 40% of
the remuneration shall be deferred for a period of
three years. The distribution of the deferred payment
of remuneration shall be subject to the principal of
equality.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
If a senior management officer fails to perform
duties in a diligent manner, resulting in Company's
significant violation of laws or regulations or having
the Company exposed to material risk, the Company
shall suspend the payment of all or part of his or her
outstanding performance based annual remuneration
Original articles Amended articles Basis of amendment
Article 203 If a senior management officer violates Article 174 Where the senior management A m e n d m e n t i s m a d e i n
any provisions of laws, administrative regulations or officer causes damage to others in the course accordance with the relevant
the Articles of Association and damages the lawful of performing their duties, the Company requirements of relevant laws,
interests and rights of the Company or its clients, shall be liable for compensation; where the regulations and normative
he or she shall be subject to internal punishment by senior management officer acts with willful or documents such as Article 150 of
the Board and the Supervisory Committee of the material default, he or she shall also be liable for the currently effective Guidelines
Company. compensation. for the Articles of Association of
Listed Companies of the CSRC,
The Company shall not pay any fines or Where the senior management officer, in and taking into account the actual
compensations on behalf of a Director, Supervisor, or discharging his or her duty with the Company, situation of the Company.
senior management officer for which he or she shall causes damage to the Company in violation of the
be individually liable for. laws, administrative regulations, departmental
rules or the Articles of Association, shall bear the
liability of compensation.
Article 175 Senior management officers of the A m e n d m e n t i s m a d e i n
Company shall faithfully perform their duties and accordance with the relevant
safeguard the best interests of the Company and requirements of relevant laws,
all shareholders. regulations and normative
documents such as Article 151 of
If any senior management officer of the Company the currently effective Guidelines
causes damage to the interests of the Company for the Articles of Association of
and its public shareholders due to failure in Listed Companies of the CSRC,
faithfully performing their duties or violation of and taking into account the actual
his/her fiduciary duties, he/she shall be liable for situation of the Company.
compensation in accordance with the laws.
Original articles Amended articles Basis of amendment
C H A P T E R V I I C H I E F C O M P L I A N C E CHAPTER VII COMPLIANCE MANAGEMENT A m e n d m e n t i s m a d e i n
OFFICER AND RISK MANAGEMENT accordance with the relevant
r e q u i r e m e n t s o f c u r r e n t l y
effective laws, regulations and
normative documents, and taking
into account the actual situation
of the Company, with sections
combined.
Article 204 The Company shall have the Chief Article 176 The Company shall have the Chief A m e n d m e n t i s m a d e i n
Compliance Officer. The Chief Compliance Officer Compliance Officer. The Chief Compliance Officer accordance with the relevant
shall be the Company's senior management officer shall be the Company's senior management officer requirements of relevant laws,
who shall be accountable for and report duty to the who shall be accountable for and report duty to the regulations and normative
Board for internal matters; and shall be accountable Board for internal matters; and shall be accountable documents such as the Measures
for and report duty to the regulatory authority for and report duty to the regulatory authority for the Compliance Management
pursuant to the provisions for external matters. The pursuant to the provisions for external matters. The of Securities Companies and
Chief Compliance Officer shall not concurrently take Chief Compliance Officer shall not concurrently take Securities Investment Fund
the duties of operational management or take charge the duties of operational management or take charge Management Companies of the
of the department of which conflict with compliance of the department of which conflict with compliance CSRC, and taking into account
management function, nor make decisions for management function, nor make decisions for the actual situation of the
specific operational management activities. specific operational management activities. Company.
Original articles Amended articles Basis of amendment
The Company shall sufficiently protect the The Company shall sufficiently protect the
independence of the Chief Compliance Officer independence of the Chief Compliance Officer and
and safeguard his or her full right of information safeguard his or her full right of information and
and enquiry necessary for implementing his or her enquiry necessary for implementing his or her duties.
duties. When the Company convenes important
meetings, such as a Board meeting and a business
decision meeting, which the Chief Compliance
Officer requires to participate in or attend,
a prior notice shall be delivered to the Chief
Compliance Officer. The Chief Compliance
Officer shall have the right to participate in or
attend relevant meetings, access to and duplicate
relevant files and information if necessary for
implementing his or her duties, and require the
Company's relevant personnel to give explanation
on relevant matters, and ask for information from
those institutions which provide auditing, legal
and other intermediary services to the Company.
When the Chief Compliance Officer considers
it necessary, he or she could employ external
professional institutions or personnel directly to
assist in his jobs under the name of the Company,
and the costs shall be borne by the Company.
Original articles Amended articles Basis of amendment
The Company's shareholders, Directors and
senior management officers shall not violate
the stipulated duties and procedures nor give
direct instructions to the Chief Compliance
Officer or interfere with his or her work. The
Company's Directors, Supervisors, senior
management officers and subordinate units shall
provide support to and coordinate with the Chief
Compliance Officer and shall not, by any reason,
restrict or prevent the Chief Compliance Officer
from performing his or her duties.
In the event that the Company does not accept
the compliance review opinion of the Chief
Compliance Officer, relevant matters shall be
submitted to the Board for decision-making.
Original articles Amended articles Basis of amendment
Article 205 The Chief Compliance Officer shall A m e n d m e n t i s m a d e i n
thoroughly understand relevant laws, regulations accordance with the relevant
and standards. He or she shall be an honest and r e q u i r e m e n t s o f c u r r e n t l y
credible person, who is familiar with the securities effective laws, regulations and
and fund businesses, and possesses such professional normative documents, and taking
knowledge and skills required for carrying out into account the actual situation
compliance management. In addition, such person of the Company, with articles
shall meet with the following criteria: combined.
(1) he or she has been engaging in securities and
funds work for more than ten years, and has passed
the Competence Examination for Compliance
Management Personnel organized by the Securities
Association of China or Asset Management
Association of China; or he or she has been engaging
in securities and funds work for more than five years,
and has passed the legal professional qualification
examination; or he or she has worked in securities
regulatory authorities or self-discipline organization
in securities or fund industry for more than five
years;
(2) financial regulatory authorities have not imposed
any administrative penalty or implemented any
material administrative measure on such person over
the past three years;
(3) other conditions set by the CSRC.
Original articles Amended articles Basis of amendment
Article 206 The Chief Compliance Officer shall Article 177 The Chief Compliance Officer shall A m e n d m e n t i s m a d e i n
be appointed and dismissed by the Board of the be appointed and dismissed by the Board of the accordance with the relevant
Company. Prior to the appointment of the Chief Company. Prior to the appointment of the Chief requirements of relevant laws,
Compliance Officer, the Company shall submit the Compliance Officer, the Company shall submit the regulations and normative
curriculum vitae and relevant materials of evidence curriculum vitae and relevant materials of evidence documents such as the Measures
to the delegated authority by the CSRC where the to the delegated authority by the CSRC where the for the Compliance Management
Company is domiciled for approval. Company is domiciled for approval. The Chief of Securities Companies and
Compliance Officer appointed by the Company Securities Investment Fund
The dismissal of the Chief Compliance Officer shall shall meet the eligibility requirements specified by Management Companies of the
be made with appropriate reasons and, the fact of the regulatory authorities. CSRC, and taking into account
and the reason for dismissal and the reasons for the actual situation of the
such dismissal shall be reported in writing, within The dismissal of the Chief Compliance Officer shall Company.
10 business days prior to the date of relevant Board be made with appropriate reasons and, the fact of
meeting, to the delegated authority by the CSRC and the reason for dismissal and the reasons for
where the Company is domiciled. such dismissal shall be reported in writing, within
10 business days prior to the date of relevant Board
The proper reasons as set out under the previous meeting, to the delegated authority by the CSRC
clause shall include the individual application where the Company is domiciled.
made by the Chief Compliance Officer, or change
of chief compliance officer under the order of
the CSRC and its delegated authority, or there
is evidence showing that such person is unable to
perform normal duties or fails to be diligent and
responsible, etc.
CHAPTER VIII CHIEF RISK OFFICER A m e n d m e n t i s m a d e i n
accordance with the relevant
r e q u i r e m e n t s o f c u r r e n t l y
effective laws, regulations and
normative documents, and taking
into account the actual situation
of the Company, with sections
combined.
Original articles Amended articles Basis of amendment
Article 209 The Company shall have the Chief
Risk Officer. The Chief Risk Officer shall be the
Company's senior management officer who shall
not concurrently take duties nor take charge of
departments which shall be in conflict with his or her
duties.
Article 180 The Company shall have the Chief Risk
Officer to be responsible for comprehensive risk
management, who shall be appointed or dismissed
by the Board. The Chief Risk Officer shall be the
Company's senior management officer who shall
not concurrently take duties nor take charge of
departments which shall be in conflict with his or her
duties. The Chief Risk Officer appointed by the
Company shall meet the eligibility requirements
specified by the regulatory authorities.
A m e n d m e n t i s m a d e i n
accordance with the relevant
r e q u i r e m e n t s o f c u r r e n t l y
effective laws, regulations and
normative documents, and taking
into account the actual situation
of the Company.
Article 210 The Chief Risk Officer shall be
responsible for the comprehensive risk management.
The Chief Risk Officer shall be nominated by the
Chief Executive Officer and appointed by the Board.
A m e n d m e n t i s m a d e i n
accordance with the relevant
r e q u i r e m e n t s o f c u r r e n t l y
effective laws, regulations and
normative documents, and taking
into account the actual situation
of the Company, with articles
combined.
Article 213 The Chief Risk Officer shall possess the
following qualifications:
(1) he or she has the qualifications for taking the
role of a senior management officer at a securities
company;
(2) he or she is familiar with securities business, and
possesses such professional knowledge and skills
required for carrying out risk management;
(3) he or she has been engaging in securities work
and working in securities regulatory authority for
more than 5 years;
A m e n d m e n t i s m a d e i n
accordance with the relevant
r e q u i r e m e n t s o f c u r r e n t l y
effective laws, regulations and
normative documents, and taking
into account the actual situation
of the Company, with articles
combined.
(4) he or she possesses academic qualifications
higher than the bachelor's degree at a university or is
a holder of degrees higher than the bachelor's degree.
Original articles Amended articles Basis of amendment
Article 214 The main duties of the Chief Risk Article 183 The main duties of the Chief Risk A m e n d m e n t i s m a d e i n
Officer are as follows: Officer are as follows: accordance with the relevant
requirements of relevant laws,
(1) to be responsible for facilitating the construction (1) to be responsible for facilitating the construction regulations and normative
of the comprehensive risk management system, to of the comprehensive risk management system, to documents such as Article
formulate risk management procedures and system; formulate risk management procedures and system; 10 of the currently effective
Regulation on Comprehensive
(2) to be responsible for leading the Company's risk (2) to be responsible for leading the Company's Risk Management of Securities
management department to monitor, evaluate and risk management department, and organizing to Companies of the Securities
report the overall risk level of the Company; identify, monitor, evaluate and report the overall risk Association of China, and taking
level of the Company and various risk situations; into account the actual situation
(3) to conduct examination and evaluation on the risk of the Company.
management regarding the Company's innovative (3) to conduct examination and evaluation on the risk
business, and to issue opinions on risk management; management regarding the Company's innovative
business, and to issue opinions on risk management;
(4) to be responsible for appointing, dismissing,
examining, awarding and punishing the risk (4) to organize and conduct assessments and
management personnel of the Company; evaluations related to the Company's risk
management, be responsible for appointing,
(5) to cultivate good risk management culture of the dismissing, examining, awarding and punishing the
Company and to undertake the duty of the training risk management personnel of the Company;
and conduction of risk knowledge;
(5) to cultivate good risk management culture of the
(6) to study and facilitate the Company's Company and to provide guidance on establishing
implementation of advanced risk management risk culture training and promotion campaigns;
method and tools and to enhance the effectiveness of
risk management;
Amended articles Basis of amendment
(6) to organize and formulate important risk
management policies such as risk management
systems and risk appetite;
(7) to study and facilitate the Company's
implementation of advanced risk management
method and tools and to enhance the effectiveness of
risk management;
(8) to assist, instruct and examine the risk
management of all departments and branches;
(9) to provide suggestions regarding risk
management for the Company's business
development, participate in the Company's
strategic planning and annual operational plan,
and research or decisions on major business and
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
major risk events;
(10) to be responsible for handling the Company's
major risk events and implementing the examination
policy of the risk management of the Company's
business.
Original articles Amended articles Basis of amendment
Section 1 Supervisors A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 215 The Directors and senior management
officers shall not concurrently take the position of
Supervisors.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 216 The Supervisors shall abide by the
laws, administrative regulations and the Articles of
Association and perform the obligations faithfully
and diligently. They shall not abuse their authority
of office to obtain bribes or other illegal income nor
misappropriate the property of the Company.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 217 The term of office of each Supervisor
shall be three years per session. Upon expiry of the
term, the Supervisor may be re-appointed upon re
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
election. Should a Supervisor be dismissed from his
or her duties prior to the expiry of his or her office,
such explanation thereon shall be provided at the
general meeting of the Company. Such Supervisor
being dismissed shall have the right to state his or
her opinions at the general meeting, to the CSRC or
the delegated authority of the CSRC
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
The appointment and removal of any Supervisor
by the Company shall be reported to the securities
regulatory authorities of the State Council for filing.
Article 218 If the term of office of a Supervisor
expires but re-election is not timely made or if any
Supervisor resigns during his or her term of office so
that the membership of the Supervisory Committee
falls short of the quorum, the said Supervisor
shall continue performing the duties as Supervisor
pursuant to laws, administrative regulations and the
Articles of Association until a new Supervisor is
elected.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 219 Supervisors shall sign the written
confirmation in respect of the securities issuance
documents and periodic reports of the Company.
Supervisors shall ensure that the Company discloses
information in a timely and fair manner and all
information disclosed by the Company is true,
accurate and complete.
If a Supervisor cannot guarantee the truthfulness,
accuracy and completeness of the contents of
securities issuance documents or periodic reports or
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
has disputes, he/she shall issue opinions and state
reasons in the written confirmation and the Company
shall disclose them. Where the Company refuses to
disclose, he/she may directly apply for disclosure.
Article 220 Supervisors may attend Board meetings
and make enquiries or suggestions in respect matters
that are the subject of the resolutions of the Board
meetings.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 221 Supervisors shall have the right to know
the Company's operation condition and shall assume
the corresponding duty of confidentiality.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
The Company shall timely report the internal audit
report, compliance report, monthly or quarterly
financial and accounting report, annual financial and
accounting report and other material matters to the
Supervisory Committee.
The Supervisory Committee shall provide specific
explanation on the Company's financial status and
compliance condition at the annual general meeting.
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 222 Supervisors shall not use the connected
relations to harm the interests of the Company and
shall be liable for damages if the Company suffers
loss as a result thereof.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 223 Supervisors shall faithfully perform
their supervisory duties in accordance with the laws,
administrative regulations, departmental rules and
the Articles of Association. Where the Supervisor,
in discharging his or her duty with the Company,
causes damage to the Company in violation of the
laws, administrative regulations, departmental rules
or the Articles of Association, shall bear the liability
of compensation.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Section 2 Supervisory Committee A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 224 The Company shall have a Supervisory

A m e n d m e n t i s m a d e i n
Committee. The Supervisory Committee comprises
accordance with the relevant
seven Supervisors. It shall have one chairman,
requirements of relevant laws,
and may have the vice-chairman. The chairman
regulations and normative
and vice-chairman of the Supervisory Committee
documents such as the currently
shall be appointed or removed by the affirmative
effective Guidelines for the
votes of more than two-thirds of the members of
Articles of Association of Listed
the Supervisory Committee. The chairman of the
Companies of the CSRC, and
Supervisory Committee shall convene and preside
taking into account the actual
over the meeting of the Supervisory Committee; If
situation of the Company.
the chairman of the Supervisory Committee cannot
or does not fulfill his or her duties, the vice-chairman
of the Supervisory Committee shall convene
and preside over the meeting of the Supervisory
Committee. If the vice-chairman of the Supervisory
Committee becomes unable to or will not fulfill his
or her duties, a Supervisor jointly elected by half or
above of the Supervisors shall convene and preside
over the meeting of the Supervisory Committee.
The Supervisory Committee shall include shareholder
representatives and an appropriate proportion of
employee representatives of the Company, provided
that the proportion of employee representatives
shall not be less than one-third. The employee
representatives in the Supervisory Committee shall
be elected democratically by the general meeting
of employee representatives, the general meeting of
employees or in other ways.
Original articles Amended articles Basis of amendment
The requirements of Chairman of the Company
stipulated in the Clause (2) of Article 156 in the
Articles of Association are also applicable to the
chairman of the Supervisory Committee.
Original articles Amended articles Basis of amendment
Article 225 The Supervisory Committee shall be A m e n d m e n t i s m a d e i n
accountable to the general meeting and exercise the accordance with the relevant
following functions and powers: requirements of relevant laws,
regulations and normative
(1) to review the securities issuance documents and documents such as the currently
periodic reports of the Company prepared by the effective Guidelines for the
Board and submit written review opinions thereon; Articles of Association of Listed
Companies of the CSRC, and
(2) to check the financial condition of the Company; taking into account the actual
situation of the Company.
(3) to monitor the Directors and senior management
officers in the discharge of their duties and
their performance of compliance management
duties, and propose dismissal of Directors and
senior management officers who have violated
laws, administrative regulations, the Articles of
Association or the resolutions of the general meetings
and assume the primary or leadership responsibility
for the occurrence of major compliance risks;
(4) to require directors and senior management
officers to correct his or her act that is harmful to the
interests of the Company;
(5) to propose the convening of extraordinary
general meetings, and convene and preside over the
general meetings, if the Board fails to perform the
obligations to convene and preside over the general
meetings in accordance with Company Law;
(6) to propose a proposal to general meeting;
(7) to formulate the amount of the remuneration of
the Company's Supervisors and the proposal for the
method of distributing such remuneration;
Original articles Amended articles Basis of amendment
(8) to bring an action of law against Directors
and senior management officers according to the
provisions of the Company Law;
(9) to check the financial report, the operational
report and the profit distribution plan that the Board
proposes to submit to the general meeting, and in
case of any doubt or any operational abnormality of
the Company, start an investigation and if necessary,
employ an accounting firm, law firm or other
professional institutions to assist in his or her work at
the expenses of the Company.
Article 226 The Supervisory Committee may request
the Company's Directors, senior management
officers and other relevant personnel to attend the
meeting of the Supervisory Committee and to reply
to the questions raised.
The Supervisory Committee may carry out
examination for specific items regarding the
Company's financial status and compliance
condition. If it is necessary, external professionals
will be hired to provide assistance and such
reasonable costs incurred shall be borne by the
Company.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
When the Supervisory Committee examines the act
of performing the duties by the Company's Directors
and senior management officers, it may get some
information from the Company's Directors, senior
management officers and other relevant personnel.
The Company's Directors, senior management
officers and other relevant personnel shall cooperate
with the Supervisory Committee.
Original articles Amended articles Basis of amendment
Article 227 In the event of the violation of laws,
administrative regulations or the Articles of
Association by the Directors and senior management
officers, which impairs the interests of the Company,
the shareholders or clients of the Company, the
Supervisory Committee shall require the Directors
and senior management officers to make rectification
within a deadline. Should the impairment be serious
or the Directors and senior management officers
fail to make rectification within the deadline, the
Supervisory Committee shall propose to convene the
general meeting and to propose specific proposals at
the general meeting
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
In the event of the serious act by the Directors and
senior management officers in violation of laws and
regulations, the Supervisory Committee shall directly
report to the CSRC or the delegated authority of the
CSRC.
The Supervisors know or should know that some
Directors and senior management officers are in
violation of the provisions of laws, administrative
regulations or the Articles of Association or their act
impairs the Company's interests and fail to perform
their duties, they shall be liable for the corresponding
responsibilities.
Article 228 Meetings of the Supervisory
Committee shall be held at least once every six
months. Supervisors may propose the convening
of extraordinary meetings of the Supervisory
Committee.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Resolutions made by the Supervisory Committee
shall be approved by two-thirds or above of the
members of the Supervisory Committee.
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 229 The Supervisory Committee shall A m e n d m e n t i s m a d e i n
formulate rules of procedure for the Supervisory accordance with the relevant
Committee, specifying the procedures for the requirements of relevant laws,
discussion of matters and voting at such meetings so regulations and normative
as to ensure the efficiency of the work and rationality documents such as the currently
of the decisions of the Supervisory Committee. effective Guidelines for the
Articles of Association of Listed
It is stipulated in the rules of procedure for the Companies of the CSRC, and
Supervisory Committee about the convening of taking into account the actual
the meeting of the Supervisory Committee and the situation of the Company.
procedures of voting. The rules of procedure shall be
incorporated into the Articles of Association or be
attached as appendix. The rules of procedure shall be
formulated by the Supervisors and approved at the
general meeting.
The meeting of the Supervisory Committee shall
be convened on site or adopt video or telephone
conference. Should the meeting cannot be convened
on site or adopt video or telephone conference due
to emergency or force majeure and other special
reasons, the extraordinary meeting of the Supervisory
Committee shall be convened subject to the fact
that the Supervisors are protected for expressing
sufficient opinions and upon obtaining consent of the
convenor for the meeting. Resolutions can be made
by facsimile and signed by such Supervisors who
attended the meeting.
Original articles Amended articles Basis of amendment
Article 230 The Supervisory Committee shall record A m e n d m e n t i s m a d e i n
its decisions on the items of the agenda in form of accordance with the relevant
minutes and sound recording is also allowed. Minutes requirements of relevant laws,
shall truly, accurately and completely record the regulations and normative
process of the meeting, the content of the resolutions, documents such as the currently
speech given by Supervisors and the voting. The effective Guidelines for the
attending Supervisors and the recorders shall sign on Articles of Association of Listed
the minutes. Companies of the CSRC, and
taking into account the actual
Any Supervisor shall be entitled to have an situation of the Company.
explanatory note made in the minutes regarding
his or her speech at the meeting. The minutes of
meetings of the Supervisory Committee shall be kept
as the Company's record for a term of at least 15
years.
Article 231 A notice to a Supervisory Committee A m e n d m e n t i s m a d e i n
meeting shall include the following contents: accordance with the relevant
requirements of relevant laws,
(1) date, venue, and duration of the meeting; regulations and normative
documents such as the currently
(2) reasons and issues of discussion; effective Guidelines for the
Articles of Association of Listed
(3) date of issuance of the notice. Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
C H A P T E R X Q U A L I F I C A T I O N S A N D Due to the abolishment of
O B L I G A T I O N S O F D I R E C T O R S , relevant requirements such as the
SUPERVISORS AND SENIOR MANAGEMENT Notice on Implementation of the
OFFICERS OF THE COMPANY Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 232 The following person shall not serve as a Due to the abolishment of
Director, Supervisor or senior management officer of relevant requirements such as the
the Company: Notice on Implementation of the
Mandatory Provisions of Articles
(1) persons without capacity or with limited capacity of Association of Companies
of civil conduct; that List Overseas, amendment
is made in accordance with the
(2) persons who were sentenced to criminal relevant requirements of relevant
punishment for the crime of corruption, bribery, laws, regulations and normative
misappropriation of property or diversion of property documents such as the currently
or for disrupting the order of the socialist market effective Guidelines for the
economy, where less than five years have elapsed Articles of Association of Listed
since the expiration of the sentence, or who have Companies of the CSRC, and
been deprived of the political rights due to a criminal taking into account the actual
offense, where less than five years have elapsed since situation of the Company.
the expiration of the period of deprivation;
Original articles Amended articles Basis of amendment
(3) persons who were former Directors, factory
managers or managers of a company or enterprise
which was declared bankrupt and was liquidated and
who were personally liable for insolvency of such
company or enterprise, where less than three years
have elapsed since the date of completion of the
bankruptcy liquidation of the company or enterprise;
(4) persons who were legal representatives of
a company or enterprise which had its business
license revoked or was ordered to close down due to
violation of the law and who were personally liable,
where less than three years has elapsed since the date
of the revocation;
(5) persons who have a substantial amount of debts
due and outstanding;
(6) persons who are banned by the CSRC from
entering into the securities market for a period which
has not yet expired;
(7) persons in charge of stock dealing institutions,
securities registration and clearing institutions or
Directors, Supervisors or senior management officers
of securities companies, who were dismissed for any
act against law or relevant discipline where less than
five years have elapsed since the date of the removal;
(8) persons who have been convicted by the relevant
competent authority for violation of securities
regulations by acting fraudulently or dishonestly,
where less than five years have elapsed since the date
of the conviction;
Original articles Amended articles Basis of amendment
(9) persons who were attorneys, certified public
accountants or professionals of other securities
service institutions, whose certified certificates or
qualifications were revoked for any act against law
or relevant discipline, where less than five years have
elapsed since the date of the revocation of certified
certificates or qualifications;
(10) employees of stock dealing institutions,
securities companies, registration and clearing
institution, securities service institutions who had
been dismissed for any act against law or relevant
discipline, and government officers who had been
dismissed;
(11) government officers and other persons who are
prohibited by law and administrative regulations
from concurrently holding position in a company;
(12) persons who were subject to administrative
penalties by the financial regulatory department due
to his or her serious violation of laws or regulations
where less than three years have elapsed since the
date of completion of the penalties;
(13) persons who were determined to be unfit by the
CSRC where less than two years has elapsed since
the date of the determination;
(14) persons who are prohibited from acting as
a leader of an enterprise by virtue of laws or
administrative regulations;
Original articles Amended articles Basis of amendment
(15) persons other than a natural person;
(16) persons who are under the investigation of the
legal authority in accordance with the criminal laws
and the case is not concluded;
(17) other circumstances identified by the CSRC;
(18) other contents required by the laws,
administrative regulations, departmental rules or
the listing rules at the place where the shares of the
Company are listed.
Any election, designation or appointment of
Directors, Supervisors or senior management officers
in violation of this provision shall be invalid. The
Company shall dismiss the Director, Supervisor or
senior management officers if they are involved in
the said circumstances during their respective term of
office.
Article 233 The validity of an act of a Director
or senior management officers on behalf of the
Company to a bona fide third person is not affected
by any incompliance in the appointment, election or
qualification thereof.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Amended articles Basis of amendment
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 235 Each of the Company's Directors,
Supervisors and senior management officers owes
a duty, in the exercise of his or her powers and
discharge of his or her obligations, to exercise the
care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 236 In fulfilling their duties, the Directors,
Supervisors and senior management officers
must observe the principle of honesty and shall
not set themselves in a position where their own
interests conflict with their obligations. The said
principle includes (but not limited to) the following
obligations:
(1) to sincerely act in the best interests of the
Company;
(2) to exercise their rights within their terms of
reference;
(3) to exercise the discretion vested in them in person
and shall not be controlled by others and; save as
permitted by laws or administrative regulations or
with the informed consent of shareholders given at
the general meeting, not to transfer the exercise of
their discretion to others;
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
(4) to be equal towards shareholders of the same
class and fair towards shareholders of different
classes;
(5) not to conclude any contract, conduct any
transaction or make any arrangement with the
Company saved as otherwise specified in the Articles
of Association or with the informed consent of
shareholders given at the general meeting;
(6) not to seek personal gains by using the property
of the Company in any form without the informed
consent of shareholders given at the general meeting;
(7) not to abuse official powers to accept bribes or
other unlawful income, and not to expropriate the
Company's property in any form, including (but not
limited to) opportunity favorable to the Company;
(8) not to accept commissions in connection with
the Company's transactions without the informed
consent of shareholders given at the general meeting;
(9) to observe the Articles of Association, fulfill
duties honestly, protect the interests of the Company,
and not to seek personal gains by using their
positions and powers in the Company;
(10) not to compete with the Company in any form
without the informed consent of shareholders given
at the general meeting;
Original articles Amended articles Basis of amendment
(11) not to divert the Company funds or lend the
same to others, not to deposit the Company's assets
in the accounts of their own or others, and not to use
the Company's assets as security for the personal
debts of the shareholders of the Company or others;
(12) not to disclose any confidential information
related to the Company acquired by them during the
term of their office without the informed consent
of the shareholders given at the general meeting;
not to use the said information save for the interests
of the Company; however, they may disclose
such information to a court or other governmental
regulatory authorities in the following circumstances:
1. As required by law;
2. As required for the interests of the public;
3. As required for the interests of the said Directors,
Supervisors and senior management officers.
Original articles Amended articles Basis of amendment
Article 237 Each Director, Supervisor and senior Due to the abolishment of
management officer of the Company shall not cause relevant requirements such as the
the following persons or institutions ("associates") to Notice on Implementation of the
do what he or she is prohibited from doing: Mandatory Provisions of Articles
of Association of Companies
(1) the spouse or minor child of such Director, that List Overseas, amendment
Supervisor and senior management officer; is made in accordance with the
relevant requirements of relevant
(2) a person acting in the capacity of trustee of such laws, regulations and normative
Director or senior management officer or any person documents such as the currently
specified in subparagraph (1) hereinabove; effective Guidelines for the
Articles of Association of Listed
(3) a person acting in the capacity of partner of such Companies of the CSRC, and
Director, Supervisor or senior management officer taking into account the actual
or any person specified in subparagraphs (1) and (2) situation of the Company.
hereinabove;
(4) a company in which that Director, Supervisor
or senior management officer, alone or jointly with
one or more persons specified in subparagraphs (1),
(2) and (3) hereinabove, have a de facto controlling
interest; and
(5) the Directors, Supervisors and senior management
officers of the controlled company referred to in
clause (4) of this Article.
Original articles Amended articles Basis of amendment
Article 238 The fiduciary duties of Directors,
Supervisors and senior management officers shall
not end with the expiry of their terms of office, and
their confidentiality obligation in respect of any
commercial secrets of the Company shall continue
after expiry of their terms of office. Other duties may
continue for such period as the principle of fairness
may require depending on the time lapse between the
termination and the occurrence of the matter and the
specific circumstances and conditions under which
the relationship between them and the Company was
terminated.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
Article 239 Except as provided in the Article 75 of situation of the Company.
Due to the abolishment of
the Articles of Association, a Director, Supervisor
and senior management officer of the Company may
relevant requirements such as the
Notice on Implementation of the
be relieved of liability for specific breaches of his
or her duty by the informed consent of shareholders
given at the general meeting.
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 240 If the Directors, Supervisors and senior Due to the abolishment of
management officers of the Company have any relevant requirements such as the
direct or indirect material interests in any contract, Notice on Implementation of the
transaction or arrangement already concluded Mandatory Provisions of Articles
or proposed with the Company (excluding any of Association of Companies
employment contracts signed by the Company with that List Overseas, amendment
such Directors, Supervisors and senior management is made in accordance with the
officers), they shall responsively disclose the relevant requirements of relevant
nature and extent of the said interests to the Board laws, regulations and normative
regardless whether the relevant matters are subject to documents such as the currently
approval by the Board in normal circumstances. effective Guidelines for the
Articles of Association of Listed
Except as provided in Note 1, Appendix III of the Companies of the CSRC, and
Hong Kong Listing Rules or as allowed by the taking into account the actual
Hong Kong Stock Exchange, a Director shall not situation of the Company.
be entitled to vote on any contract, arrangement
or any other relevant proposals in which he or she
or any person connected to him or her (as defined
in the Hong Kong Listing Rules) has any material
interest and which is to be approved by the Board.
Additionally, he or she may not count in the quorum
for the meeting.
Original articles Amended articles Basis of amendment
Unless the interested Director, Supervisor and senior
management officer of the Company has disclosed
his or her interests to the Board in accordance with
the preceding paragraph hereof and the matter
has been approved by the Board at a meeting in
which the interested Director, Supervisor or senior
management officer was not counted in the quorum
and has abstained from voting, the Company shall
have the right to void the contract, transaction or
arrangement, unless the other party is a bona fide
party acting without knowledge of the breach of
obligation by the Director, Supervisor and senior
management officer concerned.
A Director, Supervisor and senior management
officer of the Company is deemed to be interested
in a contract, transaction or agreement in which an
associate of that Director, Supervisor and senior
management officer is interested.
Article 241 Where a Director, Supervisor and
senior management officer of the Company gives
to the Board a written notice before the conclusion
of the contract, transaction or arrangement is first
considered by the Company stating that, by reason
of the facts specified in the notice, he or she is
interested in contracts, transactions or arrangements
of any description which may subsequently be made
by the Company, such Director, Supervisor or senior
management officer of the Company shall be deemed
for the purposes of the preceding Article to have
declared his or her interests, to the extent stated in
the notice.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 242 The Company shall not, by any means, Due to the abolishment of
pay taxes for or on behalf of its Director, Supervisor relevant requirements such as the
and senior management officers. Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 243 The Company shall not, directly Due to the abolishment of
or indirectly, provide a loan to, or any loan relevant requirements such as the
guarantee for, its Director, Supervisor and senior Notice on Implementation of the
management officers, or provide loans to, or any Mandatory Provisions of Articles
loan guarantee for those of the related persons of the of Association of Companies
abovementioned persons. that List Overseas, amendment
is made in accordance with the
However, the preceding paragraph shall not apply if: relevant requirements of relevant
laws, regulations and normative
(1) the provision by the Company of a loan or a loan documents such as the currently
guarantee for a subsidiary of the Company; effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
(2) the provision by the Company of a loan or loan
guarantee, or any other funds to any of its Directors,
Supervisors and senior management officers to meet
expenditure incurred by him or her for the purposes
of the Company or for the purpose of enabling
him or her to perform his or her duties properly,
in accordance with the terms of a service contract
approved by the shareholders in the general meeting;
(3) the provision by the Company of a loan or loan
guarantee to a relevant Director, Supervisor or
senior management officers of the Company or to
an associate thereof based on normal commercial
terms, if the ordinary business scope of the Company
includes the lending of money or the provision of
loan guarantee.
Article 244 A loan made by the Company in breach
of the preceding Article shall be forthwith repayable
by the recipient of the loan regardless of the terms of
the loan.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 245 Any loan guarantee provided by the Due to the abolishment of
Company in breach of paragraph 1 of Article 243 relevant requirements such as the
shall not be enforceable against the Company, unless: Notice on Implementation of the
Mandatory Provisions of Articles
(1) loan guarantee was provided to an associate of Association of Companies
of any of the Directors, Supervisors and senior that List Overseas, amendment
management officers of the Company or of the is made in accordance with the
Company's holding company and the lender did not relevant requirements of relevant
know the relevant circumstances at the time the loan laws, regulations and normative
was advanced; documents such as the currently
effective Guidelines for the
(2) the collateral provided by the Company has been Articles of Association of Listed
lawfully disposed of by the lender to a bona fide Companies of the CSRC, and
purchaser. taking into account the actual
situation of the Company.
Article 246 For the purpose of the foregoing Due to the abolishment of
provisions of this Chapter, a "guarantee" includes relevant requirements such as the
an act whereby the guarantor assumes liability Notice on Implementation of the
or provides property to guarantee or secure the Mandatory Provisions of Articles
performance of obligations by the obligor. of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 247 If the Directors, Supervisors or senior Due to the abolishment of
management officers violate the obligations to the relevant requirements such as the
Company, the Company shall, in addition to the Notice on Implementation of the
rights and remedies provided for under the relevant Mandatory Provisions of Articles
laws and administrative regulations, be entitled to of Association of Companies
take the following actions: that List Overseas, amendment
is made in accordance with the
(1) requiring the Directors, Supervisors or senior relevant requirements of relevant
management officers to compensate the Company for laws, regulations and normative
the losses arising from their dereliction of duties; documents such as the currently
effective Guidelines for the
(2) rescinding the contracts or transactions concluded Articles of Association of Listed
between the Company and the Directors, Supervisors Companies of the CSRC, and
or senior management officers of the Company, taking into account the actual
or between the Company and a third party (if the situation of the Company.
third party knows or should have known that the
Directors, Supervisors or senior management officers
representing the Company have breached their
obligations to the Company);
(3) requiring the relevant Directors, Supervisors or
senior management officers to surrender their gains
arising from breach of obligations;
(4) recovering the money, including (but not limited
to) commissions, received by Directors, Supervisions
or senior management officers which should be given
to the Company;
(5) requiring the relevant Directors, Supervisors or
senior management officers to return any interest that
is earned or may be earned on the monies that should
have been paid to the Company.
Original articles Amended articles Basis of amendment
Article 248 The Company shall enter into a written Due to the abolishment of
contract with each Director, Supervisor and senior relevant requirements such as the
management officer and such contract shall at least Notice on Implementation of the
include the following provisions: Mandatory Provisions of Articles
of Association of Companies
(1) Directors, Supervisors and senior management that List Overseas, amendment
officers shall make commitment to the Company and is made in accordance with the
express that they shall comply with the Company relevant requirements of relevant
Law, Special Provisions, the Articles of Association, laws, regulations and normative
the Code on Takeovers and Mergers (《公司收購 documents such as the currently
及合併守則》), the Code on Share Buy-backs 《股 effective Guidelines for the
份購回守則》 and other provisions of Hong Kong Articles of Association of Listed
Stock Exchange and agree that the Company shall Companies of the CSRC, and
be entitled to the remedial measures provided taking into account the actual
herein. Such contract and their positions shall not be situation of the Company.
transferred;
(2) Directors, Supervisors and senior management
officers shall make commitment to the Company
and express that they shall comply with and perform
such duties that they should be accountable to the
shareholders as provided herein;
(3) such arbitration terms as provided in Article 310
hereof.
Original articles Amended articles Basis of amendment
The Company shall conclude written contracts
with Directors and Supervisors in relation to their
remunerations, subject to prior approval of the
general meeting. The aforesaid remunerations shall
include:
(1) the remunerations in respect of his or her service
as Director, Supervisor or senior management officer
of the Company;
(2) the remunerations in respect of his or her service
as director, supervisor or senior management officer
of any subsidiary of the Company;
(3) the remunerations in respect of the provision of
other services in connection with the management
of the affairs of the Company and any of its
subsidiaries;
(4) the payment by way of compensation for loss of
office, or as consideration for or in connection with
his or her retirement from office.
Directors and Supervisors shall not sue the Company
for benefits due to him or her on the basis of the
aforementioned matters, except under a contract as
mentioned above.
Original articles Amended articles Basis of amendment
Article 249 The contract concerning the Due to the abolishment of
remunerations between the Company and its relevant requirements such as the
Directors or Supervisors should provide that in the Notice on Implementation of the
event of a takeover of the Company, the Company's Mandatory Provisions of Articles
Directors and Supervisors shall, subject to the prior of Association of Companies
approval of the shareholders in general meeting, have that List Overseas, amendment
the right to receive compensation or other payment is made in accordance with the
in respect of his or her loss of office or retirement. relevant requirements of relevant
A takeover of the Company referred to in this laws, regulations and normative
paragraph means any of the followings: documents such as the currently
effective Guidelines for the
(1) a take-over offer made by any person to all the Articles of Association of Listed
shareholders; Companies of the CSRC, and
taking into account the actual
(2) a take-over offer made by any person with the situation of the Company.
purpose of the offer or becoming a "controlling
shareholder".
If the relevant Director or Supervisor does not
comply with this article, any sum so received by
him or her shall belong to those persons who have
sold their shares as a result of the acceptance of said
offer. The expense incurred in distributing that sum
pro rata amongst those persons shall be borne by the
relevant Director or Supervisor and not paid out of
that sum.

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Original articles Amended articles Basis of amendment
Article 251 The Company shall submit and disclose Article 185 The Company shall submit and disclose A m e n d m e n t i s m a d e i n
its annual reports to the CSRC and the stock its annual reports to the delegated authority of the accordance with the relevant
exchange(s) within four months from the ending CSRC and the stock exchange(s) within four months requirements of relevant laws,
date of each fiscal year, and submit and disclose from the ending date of each fiscal year, and submit regulations and normative
its interim reports to the delegated authority of and disclose its interim reports to the delegated documents such as Article 153 of
the CSRC where the Company is domiciled and authority of the CSRC and the stock exchange(s) the currently effective Guidelines
the stock exchange(s) within two months from the within two months from the ending date of the first for the Articles of Association of
ending date of the first half of each fiscal year. half of each fiscal year. Listed Companies of the CSRC,
and taking into account the actual
The aforesaid annual reports and interim reports shall The aforesaid annual reports and interim reports shall situation of the Company.
be prepared in accordance with the relevant laws, be prepared in accordance with the relevant laws,
administrative regulations and the regulations of the administrative regulations and the regulations of the
CSRC and the stock exchange(s). CSRC and the stock exchange(s).
Article 252 The Board shall, at each annual general Due to the abolishment of
meeting, submit to the shareholders a financial report relevant requirements such as the
which shall be prepared by the Company under the Notice on Implementation of the
requirement of the relevant laws, administrative Mandatory Provisions of Articles
regulations, rules and regulatory documents. of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 253 The financial reports of the Company Due to the abolishment of
shall be made available for shareholders' inspection relevant requirements such as the
at the Company twenty days before the date of every Notice on Implementation of the
annual general meeting. Each shareholder of the Mandatory Provisions of Articles
Company shall be entitled to obtain a copy of the of Association of Companies
financial reports referred to in this chapter. that List Overseas, amendment
is made in accordance with the
Unless otherwise specified in the Articles of relevant requirements of relevant
Association, the Company shall deliver by hand or laws, regulations and normative
send by prepaid mail to each shareholder of overseas documents such as the currently
listed foreign shares a copy of the aforesaid reports effective Guidelines for the
or the report of Directors together with the balance Articles of Association of Listed
sheet (including each document shall be included Companies of the CSRC, and
as appendix to the balance sheet as required by the taking into account the actual
laws) and profit and loss account or statement of situation of the Company.
income and expenditure, or summary financial report
no later than twenty-one days before the date of
every annual general meeting, and the addresses of
recipient shall be subject to the addresses appear on
the register of shareholders.
Article 254 The financial statements of the Company Due to the abolishment of
shall be prepared in accordance with not only PRC relevant requirements such as the
accounting standards and regulations, but also the Notice on Implementation of the
international accounting standards or the accounting Mandatory Provisions of Articles
standards of the overseas place where the Company's of Association of Companies
shares are listed. If the financial statements prepared that List Overseas, amendment
under the two accounting standards are discrepant is made in accordance with the
significantly, such discrepancy shall be indicated in relevant requirements of relevant
the notes to the financial statements. For purposes of laws, regulations and normative
the Company's distribution of after-tax profits of a documents such as the currently
given fiscal year, the lesser of the amounts of after effective Guidelines for the
tax profits shown in the aforementioned two kinds of Articles of Association of Listed
financial statements shall govern. Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 255 The interim results or financial Due to the abolishment of
information published or disclosed by the Company relevant requirements such as the
shall be prepared in accordance with the PRC Notice on Implementation of the
accounting standards and regulations as well as the Mandatory Provisions of Articles
international accounting standards or the accounting of Association of Companies
standards of the overseas place where the Company's that List Overseas, amendment
shares are listed. is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 256 The Company shall publish two financial Due to the abolishment of
reports each fiscal year, i.e. interim financial report relevant requirements such as the
published within 60 days after the end of the first Notice on Implementation of the
six months of the fiscal year and the annual financial Mandatory Provisions of Articles
report published within 120 days after the end of the of Association of Companies
fiscal year. that List Overseas, amendment
is made in accordance with the
Other regulations of the securities regulatory relevant requirements of relevant
authorities at the place where the shares of the laws, regulations and normative
Company are listed shall prevail. documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 257 The Company shall not establish account
books other than the statutory account books. The
assets of the Company shall not be deposited in any
personal account.
Article 186 The Company does not establish account
books other than the statutory account books. The
funds of the Company shall not be deposited in any
personal account.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 154 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 258 In accordance with the specific ratios as
stipulated by the CSRC, the Company shall withdraw
the statutory common reserve account. If the
cumulative statutory common reserve amount is more
than 50% of the registered capital, the Company may
stop withdrawing from its profit.
The Company shall, in distributing its after-tax profit
of the year, withdraw 10% of the profit and put the
amount so withdrawn into the statutory common
reserve.
Article 187 In accordance with the specific ratios as
stipulated by the CSRC, the Company shall withdraw
the statutory common reserve account. If the
cumulative statutory common reserve amount is more
than 50% of the registered capital, the Company may
stop withdrawing from its profit.
The Company shall, in distributing its after-tax profit
of the year, withdraw 10% of the profit and put the
amount so withdrawn into the statutory common
reserve.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 155 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
When the Company allocates the after-tax profits for
the current year, it shall extract 10% of the profits
into the Company's statutory reserve fund. Should
the accumulated amount of the Company's statutory
reserve fund is more than 50% of the Company's
registered capital, no withdrawal shall be made.
In the event that the Company's statutory reserve
fund is not sufficient to cover all the losses for the
When the Company allocates the after-tax profits for
the current year, it shall extract 10% of the profits
into the Company's statutory reserve fund. Should
the accumulated amount of the Company's statutory
reserve fund is more than 50% of the Company's
registered capital, no withdrawal shall be made.
In the event that the Company's statutory reserve
fund is not sufficient to cover all the losses for the
previous year, the profits for the current year shall
be firstly used to cover the loss before making
appropriation to the statutory reserve fund pursuant
to the foregoing provisions.
previous year, the profits for the current year shall
be firstly used to cover the loss before making
appropriation to the statutory reserve fund pursuant
to the foregoing provisions.
Original articles Amended articles Basis of amendment
After the Company has made appropriation to the After the Company has made appropriation to the
statutory reserve fund from the after-tax profits, statutory reserve fund from the after-tax profits,
optional reserve fund may also be extracted from optional reserve fund may also be extracted from the
the after-tax profits upon the resolution at the after-tax profits upon the resolution at the general
shareholders' general meeting. meeting.
As for the remaining after-tax profits after the As for the remaining after-tax profits after the
Company has covered loss and has extracted Company has covered loss and has extracted
statutory reserve fund, shareholders shall be statutory reserve fund, shareholders shall be
allocated pursuant to the ratio of the shareholding allocated pursuant to the ratio of the shareholding
of the shareholders, except for those allocations not of the shareholders, except for those allocations not
pursuant to the ratio of the shareholding as provided pursuant to the ratio of the shareholding as provided
by the Articles of Association. by the Articles of Association.
In the event that the general meeting is in violation In the event that the general meeting distributes
of the foregoing provisions and distributes profits to profits to shareholders in violation of the
shareholders before the Company has covered the Company Law, the shareholders shall return the
loss and has extracted for statutory reserve fund, the profits distributed in violation of the provision
shareholders shall return such distributed profits in to the Company; where any loss is caused to the
violation of rules to the Company. Company; the shareholders and the responsible
Directors and senior management officers shall be
The Company is not allowed to use the gains liable for compensation.
from fair value changes of financial assets that are
included in distributable profits as cash distribution The Company is not allowed to use the gains
to shareholders. from fair value changes of financial assets that are
included in distributable profits as cash distribution
The shares of the Company held by the Company
shall not be subject to profit distribution.
to shareholders.
The shares of the Company held by the Company
shall not be subject to profit distribution.
Original articles Amended articles Basis of amendment
Article 259 The Company's surplus reserves shall Article 188 The Company's surplus reserves shall Due to the abolishment of
be used to cover the Company's losses, expand the be used to cover the Company's losses, expand the relevant requirements such as the
Company's production and operation or converted Company's production and operation or converted to Notice on Implementation of the
to the Company's additional capital. However, the Company's additional registered capital. Mandatory Provisions of Articles
the capital reserves shall not be used to cover of Association of Companies
the Company's losses. The capital reserves shall Where the surplus reserves are used for covering that List Overseas, amendment
include the following amounts: losses of the Company, the optional reserve fund is made in accordance with the
and statutory surplus reserves shall be used in relevant requirements of relevant
(1) the premium resulting from issuance of shares priority; if not sufficient, the capital reserves may laws, regulations and normative
at a price above par value; be used according to regulations. documents such as Article 158 of
the currently effective Guidelines
(2) other incomes included into the capital When the statutory surplus reserves are converted for the Articles of Association of
reserves as stipulated by the finance authority into additional registered capital, the remainder Listed Companies of the CSRC,
under the State Council. of such fund shall not be less than 25% of the and taking into account the actual
Company's registered capital prior to the conversion. situation of the Company.
When the statutory surplus reserves are converted
into capital, the remainder of such fund shall not be
less than 25% of the Company's registered capital
prior to the conversion.
Article 260 After the general meeting makes Article 189 After the general meeting makes A m e n d m e n t i s m a d e i n
resolution for the proposal of profit distribution, the resolution for the proposal of profit distribution, accordance with the relevant
Company's Board of Directors shall complete the or after the Company's Board has formulated requirements of relevant laws,
dividends (or shares) distribution within two months specific proposal based on the conditions and regulations and normative
after such general meeting has been convened. upper limit for the next year interim dividend documents such as Article 157 of
approved by the annual general meeting, the the currently effective Guidelines
Board shall complete the dividends (or shares) for the Articles of Association of
distribution within two months. Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 261 The policy of the Company's profit Article 190 The policy of the Company's profit A m e n d m e n t i s m a d e i n
distribution is: The Company shall focus on distribution is: The Company shall focus on accordance with the relevant
generating a reasonable investment return to the generating a reasonable investment return to the requirements of relevant laws,
investors and implements continual and steady investors and implements continual and steady regulations and normative
policy of profit distribution; the Company's policy of profit distribution; the Company's documents such as Article 156 of
profit distribution shall not exceed the scope of profit distribution shall not exceed the scope of the currently effective Guidelines
accumulated distributable profits nor impair the accumulated distributable profits nor impair the for the Articles of Association
Company's continual operational capability; the Company's continual operational capability; the of Listed Companies of the
Company may distribute dividends in form of Company may distribute dividends in form of CSRC and Article 6 of the Listed
cash, shares or a combination of cash and shares. cash, shares or a combination of cash and shares. Company Regulatory Guideline
Except for the special condition under which the Except for the special condition under which the No. 3 – Cash Dividends of Listed
Company plans to conduct material investments or Company plans to conduct material investments or Companies, and taking into
make major cash expenses within the next twelve make major cash expenses within the next twelve account the actual situation of the
months, or other conditions that may result in the months, or other conditions that may result in the Company.
fact that the Company fails to comply with the fact that the Company fails to comply with the
regulatory requirements regarding net capital, the regulatory requirements regarding net capital, the
Company shall distribute its dividends in form of Company shall distribute its dividends in form of
cash if the Company profits for the current year and cash if the Company profits for the current year and
its accumulated non-distributed profits are positive; its accumulated non-distributed profits are positive;
for the last three years, the Company's accumulated for the last three years, the Company's accumulated
profits distributed in form of cash shall not be less profits distributed in form of cash shall not be less
than 30% of the annual average distributable profit than 30% of the annual average distributable profit
realized for the last 3 years; upon the proposal by realized for the last 3 years; upon the proposal by
the Board of Directors and approval by the general the Board of Directors and approval by the general
meeting, an interim dividend distribution may meeting, an interim dividend distribution may
be made in the form of cash; the Company may be made in the form of cash; the Company may
distribute dividends in the form of shares based on distribute dividends in the form of shares based on
the annual profits and cash flow status and subject to the annual profits and cash flow status and subject to
the satisfaction of the lowest ratio for cash dividend the satisfaction of the lowest ratio for cash dividend
and the reasonableness of the Company's equity and the reasonableness of the Company's equity
scale. scale.
Original articles Amended articles Basis of amendment
The decision-making procedure regarding the The decision-making procedure regarding the
Company's profit distribution plan is: The proposal Company's profit distribution plan is: The proposal
of the Company's profit distribution shall be of the Company's profit distribution shall be drafted
drafted and formulated by the Company's Board and formulated by the Company's Board of Directors
of Directors pursuant to the provisions of the laws, pursuant to the provisions of the laws, regulations
regulations and the relevant normative documents and the relevant normative documents of the PRC
of the PRC and the Articles of Association, in and the Articles of Association, in combination with
combination with the Company's profits, capital the Company's profits, capital needs and return
needs and return to shareholders. Independent to shareholders. After considered and approved
directors shall express independent opinions. by the Board of Directors, such proposal shall be
After considered and approved by the Board of submitted to the general meeting for consideration
Directors, such proposal shall be submitted to the and approval. Independent Directors are entitled
general meeting for consideration and approval. to express independent opinions in the event that
When the general meeting considers the proposal for they believe the profit distribution proposal may
the profit distribution, it shall take the initiative to harm the interests of the Company or the medium
communicate and exchange with shareholders and and small shareholders. When the general meeting
in particular, the medium and small shareholders considers the proposal for the profit distribution, it
through many channels, truly protect the rights of the shall take the initiative to communicate and exchange
public shareholders to attend the general meeting, with shareholders and in particular, the medium
sufficiently listen to the opinions and requests of the and small shareholders through many channels,
medium and small shareholders, and timely reply to truly protect the rights of the public shareholders
the issues that the medium and small shareholders to attend the general meeting, sufficiently listen to
concern about. the opinions and requests of the medium and small
shareholders, and timely reply to the issues that the
medium and small shareholders concern about.
Original articles Amended articles Basis of amendment
The decision-making procedure regarding the The decision-making procedure regarding the
adjustment made to the Company's profit distribution adjustment made to the Company's profit distribution
proposal is: If the Company needs to adjust the profit proposal is: If the Company needs to adjust the profit
distribution policy due to the external operating distribution policy due to the external operating
environment or some major changes occurred in its environment or some major changes occurred in its
operating status, the Company shall be oriented on operating status, the Company shall be oriented on
protection of the interests of the shareholders and protection of the interests of the shareholders and
shall elaborate and explain the reasons in details. The shall elaborate and explain the reasons in details. The
profit distribution policy after adjustment may not be profit distribution policy after adjustment may not be
in violation of the relevant provisions of the CSRC, in violation of the relevant provisions of the CSRC,
stock exchange(s) and the Articles of Association. stock exchange(s) and the Articles of Association.
The proposal related to the adjustment made to the The proposal related to the adjustment made to the
profit distribution policy shall be formulated by the profit distribution policy shall be formulated by the
Board of Directors. Independent directors shall Board of Directors. After considered and approved
express their independent opinions regarding by the Board of Directors, such proposal shall be
the adjustment made to the profit distribution submitted to the general meeting for consideration
policy. After considered and approved by the Board and approval. When the general meeting considers
of Directors, such proposal shall be submitted to the proposal of the adjusted profit distribution policy,
the general meeting for consideration and approval. it shall sufficiently listen to the opinions of the
The Supervisory Committee shall consider such public shareholders. In addition to setting up on-site
adjusted profit distribution policy formulated voting at the meeting, online voting system shall be
by the Board of Directors and sufficiently listen provided to shareholders to support the voting. The
to the opinions of external supervisors who do passing and approval of such proposal shall require
not hold any positions in the Company. Such more than two-thirds of the effective votes made by
proposal shall be passed and approved by voting the shareholders attending the general meeting.
of more than a half of all of the Supervisors of
the Supervisory Committee. When the general The Company shall disclose the formulation and
meeting considers the proposal of the adjusted profit implementation of the cash dividend policy, in
distribution policy, it shall sufficiently listen to the details, in regular reports.
opinions of the public shareholders. In addition
to setting up on-site voting at the meeting, online Where there are any misappropriations of the
voting system shall be provided to shareholders to Company's funds by the shareholders in violation of
support the voting. The passing and approval of such rules, the Company shall deduct the cash dividends
proposal shall require more than two-thirds of the distributed to such shareholder for making up such
effective votes made by the shareholders attending funds misappropriated.
the general meeting.
Original articles Amended articles Basis of amendment
The Company shall disclose the formulation and
implementation of the cash dividend policy, in
details, in regular reports.
Where there are any misappropriations of the
Company's funds by the shareholders in violation of
rules, the Company shall deduct the cash dividends
distributed to such shareholder for making up such
funds misappropriated.
Article 263 Shareholders shall be entitled to
dividend of any shares before making call in arrears
but shall not be entitled to dividends of any advance
on subscription announced and distributed before the
subscription payment day.
Subject to the relevant laws, regulations, rules and
normative documents of the PRC, the Company may
exercise the power to forfeit unclaimed dividends,
provided that it does so only after the expiration of
the applicable relevant period.
The Company has the power to cease sending
dividend warrants by post to a given holder of
overseas listed foreign shares, but may exercise
such power only if such warrants have been left
uncashed on two consecutive occasions. However,
the Company may exercise such power after the first
occasion on which such a warrant is undelivered and
returned.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
The Company has the power to sell by a method
deemed fit by the Board the shares of a holder of
overseas listed foreign shares who is untraceable,
provided that it complies with the following
conditions:
Original articles Amended articles Basis of amendment
(1) the Company has distributed dividends on such
foreign shares for at least three times in 12 years,
but none of such dividends are claimed by anybody
during the period;
(2) upon expiration of the 12-year period, the
Company makes an announcement of its intention
to sell such shares in one or more newspapers, and
notifies the local securities regulatory authority in the
place where the stock of the Company is listed.
If the power is granted to forfeit any unclaimed
dividends, this power may not be exercised until at
least six years following the date that the dividends
are announced on.
Article 264 The Company shall appoint receiving Due to the abolishment of
agents for holders of overseas listed foreign shares. relevant requirements such as the
The receiving agents shall, on behalf of the related Notice on Implementation of the
shareholders, receive dividends distributed and other Mandatory Provisions of Articles
accounts payable by the Company to the overseas of Association of Companies
listed foreign shares. that List Overseas, amendment
is made in accordance with the
The receiving agents appointed by the Company relevant requirements of relevant
shall be in compliance with the requirements of the laws, regulations and normative
laws or local stock exchange in the place where the documents such as the currently
stock of the Company is listed. effective Guidelines for the
Articles of Association of Listed
The receiving agents appointed by the Company Companies of the CSRC, and
for holders of overseas listed foreign shares which taking into account the actual
are listed in Hong Kong shall be trust companies situation of the Company.
registered pursuant to Trustee Ordinance of Hong
Kong.
Original articles Amended articles Basis of amendment
Article 265 The Company shall implement the
internal audit system and is equipped with full
time auditing staff to conduct internal audit and
supervision regarding the Company's financial
income and expenses, and economic activities.
Article 192 The Company shall implement the
internal audit system, which clearly defines the
leadership system, responsibilities and authorities,
personnel allocation, funding support, application
of audit results and accountability for internal
audit.
The internal audit system of the Company shall be
implemented after being approved by the Board
and disclosed to the public.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 159 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 266 The internal audit system of the
Company and the duties of the auditing staff shall
be implemented upon the approval of the Board.
The officer in charge of internal audit shall be
accountable to the Board and report his or her work
to the same.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 159 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 193 The Company's internal audit
institution supervises and inspects the Company's
business activities, risk management, internal
control, financial information and other matters.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 160 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 194 The internal audit institution is
accountable to the Board.
A m e n d m e n t i s m a d e i n
accordance with the relevant
The internal audit institution shall accept the
supervision and guidance of the Audit Committee
in the course of supervising and inspecting the
Company's business activities, risk management,
internal control and financial information. If the
internal audit institution discovers relevant major
issues or clues, it shall report directly to the Audit
Committee immediately.
requirements of relevant laws,
regulations and normative
documents such as Article 161 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 195 The internal audit institution is
responsible for the specific organization and
implementation of the internal control evaluation
of the Company. The Company issues the annual
internal control evaluation report based on the
evaluation report issued by the internal audit
institution and reviewed by the Audit Committee
and relevant materials.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 162 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 196 When the Audit Committee
communicates with external audit entities such as
accounting firms and national audit institutions,
the internal audit institution shall actively
cooperate and provide necessary support and
collaboration.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 163 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 197 The Audit Committee participates in
the assessment of the person in charge of internal
audit.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 164 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 268 The appointment of accounting firm
by the Company shall be subject to the approval of
general meetings. The Board of Directors may not
appoint accounting firm before the approval of the
general meeting.
Article 199 The appointment and dismissal of
accounting firm by the Company shall be subject
to the approval of general meetings. The Board of
Directors may not appoint accounting firm before the
approval of the general meeting.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 166 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 270 The accounting firm appointed by the
Company shall have the following rights:
(1) to inspect the accounting books, records or
proofs at any time, and to require directors or senior
management officers of the Company to provide
relevant documents and explanations;
(2) to require the Company to take all reasonable
actions to obtain from the Company's subsidiaries
such information and explanation as are necessary
for the purpose of discharging its duties;
(3) to attend general meetings, to receive all notices
of, and other information relating to, the meeting that
any shareholder is entitled to receive, and to speak at
any general meeting in relation to matters concerning
its role as the Company's accounting firm.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 271 If there is a vacancy in the position of Due to the abolishment of
accounting firm of the Company, the Board may relevant requirements such as the
appoint an accounting firm to fill such vacancy Notice on Implementation of the
before the convening of the general meeting, but Mandatory Provisions of Articles
the appointment shall be confirmed by shareholders of Association of Companies
in the next general meeting. Any other accounting that List Overseas, amendment
firm which has been appointed by the Company may is made in accordance with the
continue to act during the period of existence of such relevant requirements of relevant
vacancy laws, regulations and normative
documents such as the currently
In the event that if a resolution is proposed to the effective Guidelines for the
general meeting to engage a non-current accounting Articles of Association of Listed
firm to fill any vacancy of the office of accounting Companies of the CSRC, and
firm, or to renew the engagement of an accounting taking into account the actual
firm appointed by the Board of Directors to fill the situation of the Company.
vacancy, or to remove an accounting firm before the
expiration its term of office, the following provisions
shall be followed:
(1) the relevant proposal for appointment or removal
of accounting firm shall be sent to the accounting
firm proposed to be appointed, who intends to
vacate its office or who has vacated from its office
in the relevant year, before the notice of the general
meeting is served on the shareholders. Vacating
office shall include leaving by removal, resignation
and retirement.
(2) if the accounting firm vacating its office makes
a written representation and requires the Company
to notify the shareholders of the representation, the
Company shall take the following measures unless
it is too late when the Company receives the written
representation:
1. in any notice of the resolution given to the
shareholders, state the fact of the representation
having been made;
Original articles Amended articles Basis of amendment
2. sending a duplicate of the representation to the
shareholders as attachment to the notice in the
manner as prescribed in the Articles of Association.
(3) if the Company does not send the representation
of the relevant accounting firm as specified in (2)
above, such accounting firm may require that the
representation be read out at the shareholders general
meeting, and may make further statements.
(4) the accounting firm vacating its position shall be
entitled to attend the following meetings:
1. the general meeting at which its term of office
would otherwise have expired;
2. the general meeting at which it is proposed to
fill the vacancy caused by the removal of such
accounting firm;
3. the general meetings convened due to the active
resignation of such accounting firm.
Accounting firm vacating its office shall be entitled
to receive all notices or other information of the
aforesaid meetings, and to speak at the said meetings
in respect of the matters involving such firm as a
former accounting firm of the Company.
Original articles Amended articles Basis of amendment
Article 272 Regardless of the terms in the contract Due to the abolishment of
concluded between the accounting firm and the relevant requirements such as the
Company, the general meetings of the Company Notice on Implementation of the
may, through an ordinary resolution, remove such Mandatory Provisions of Articles
accounting firm before the expiration of the term of Association of Companies
thereof. In the event of any rights claimed by the that List Overseas, amendment
accounting firm against the Company, the said rights is made in accordance with the
shall not be affected. relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 273 The service fees of the accounting firm Article 201 The service fees of the accounting firm Due to the abolishment of
or mechanism for determining their service fees shall shall be approved by the general meeting. relevant requirements such as the
be approved by the general meeting. The service fees Notice on Implementation of the
of such accounting firms appointed by the Board Mandatory Provisions of Articles
of Directors shall be confirmed by the Board of of Association of Companies
Directors. that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as Article 168 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC
and Rule 17 of Appendix A1 to
the Hong Kong Listing Rules,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
The Company shall send a copy of the written
notice referred to in the aforesaid paragraph to
the relevant governing authority within 14 days
after receipt. If the notice contains a statement
referred to in (2) above, a duplicate of such
statement shall be placed at the Company for
inspection by shareholders. Unless otherwise
stated in the Articles of Association, the Company
shall also send a duplicate of such statement by
prepaid post to each shareholder who is entitled to
receive the report regarding financial conditions
of the Company at the address registered in the
register of shareholders.
If the notice of resignation of accounting firm
contains a statement on any other circumstances
that should be accounted for, it may require
the Board to convene an extraordinary general
meeting for the purpose of giving an explanation
of the circumstances in connection with its
resignation.
Article 277 The notice of convening the general Article 205 The notice of convening the general A m e n d m e n t i s m a d e i n
meeting of the Company shall be made in form of an meeting of the Company shall be made in form of an accordance with the relevant
announcement. announcement. requirements of relevant laws,
regulations and normative
documents such as Article 172 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 279 The notice of convening the Supervisory
Committee meeting shall be delivered by hand, mail,
facsimile or in the form of an announcement.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 280 The Company's notice be delivered
by hand, the recipient shall sign (or chop) on the
reply slip upon delivery and the receipt date of the
recipient shall be the date of delivery. Should the
Company's notice be delivered by mail, the delivery
date shall be five business days after the mail has
been handed to post office. Should the Company's
notice be delivered in the form of an announcement,
the first date of announcement shall be the date of
delivery.
Article 207 The Company's notice be delivered
by hand, the recipient shall sign (or chop) on the
reply slip upon delivery and the receipt date of the
recipient shall be the date of delivery. Should the
Company's notice be delivered by mail, the delivery
date shall be five business days after the mail has
been handed to post office. Should the Company's
notice be delivered in the form of an announcement,
the first date of announcement shall be the date of
delivery.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 174 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 281 The accidental omission to give the
notice of a meeting to, or the failure to receive the
notice of a meeting by any person entitled to receive
such notice, shall not invalidate the meeting or the
resolutions passed thereat.
Article 208 The accidental omission to give the
notice of a meeting to, or the failure to receive the
notice of a meeting by any person entitled to receive
such notice, shall not invalidate the meeting or the
resolutions passed thereat solely for such reason.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 175 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 284 The Company shall disclose to the public Article 211 The Company shall disclose to the public A m e n d m e n t i s m a d e i n
the audited annual financial report of the Company the audited annual financial report of the Company accordance with the relevant
and other information pursuant to the regulations and and other information pursuant to the regulations and requirements of relevant laws,
ensure the trueness, accuracy and completeness of ensure the trueness, accuracy and completeness of regulations and normative
such information disclosed. such information disclosed. documents such as the currently
effective Guidelines for the
The Company shall disclose the information related The Company shall disclose the information related Articles of Association of Listed
to the remuneration management regarding the to the remuneration management regarding the Companies of the CSRC, and
directors, supervisors and senior management directors and senior management officers, including taking into account the actual
officers, including at least: at least: situation of the Company.
(1) the basic system and decision-making procedures (1) the basic system and decision-making procedures
for remuneration management; for remuneration management;
(2) the total amount of annual remuneration and the (2) the total amount of annual remuneration and the
distribution status among the directors, supervisors distribution status among the directors and senior
and senior management officers; management officers;
(3) delayed payment of remuneration and non-cash (3) delayed payment of remuneration and non-cash
remuneration. remuneration.
Article 286 The merger or division of the Company Due to the abolishment of
shall be proposed by the Board and the proposal relevant requirements such as the
shall be submitted to the general meeting for Notice on Implementation of the
approval in accordance with the procedures set out Mandatory Provisions of Articles
in the Articles of Association. Approval procedures of Association of Companies
for merger or division shall be sought in accordance that List Overseas, amendment
with the relevant legal requirements. A shareholder is made in accordance with the
who disagrees with the proposed merger or division relevant requirements of relevant
shall have the right to demand the Company or the laws, regulations and normative
consenting shareholders to acquire his or her shares documents such as the currently
at a fair price. The resolution of merger or division effective Guidelines for the
of the Company shall be made as a special document Articles of Association of Listed
for inspection by shareholders. Companies of the CSRC, and
taking into account the actual
The foregoing documents shall also be sent by situation of the Company.
mail or other methods stipulated in the Articles of
Association to shareholders of overseas listed foreign
shares.
Original articles Amended articles Basis of amendment
Article 213 If the price paid for the merger of the
Company does not exceed 10% of the net assets of
the Company, it may not be subject to a resolution
of the general meeting, unless otherwise provided
in the Articles of Association.
Where the merger of the Company pursuant
to the preceding paragraph is not subject to
a resolution of the general meeting, it shall be
subject to a resolution of the Board.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 178 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 287 If the Company is involved in a
merger, the parties to the merger shall enter into a
merger agreement. The parties to the merger shall
prepare a balance sheet and a property list. Within
10 days from the date of adoption of the merger
resolution, the Company shall notify its creditors
and within 30 days it shall make an announcement
in the newspapers designated by the CSRC, on its
website and on the website of the stock exchange.
A creditor may, within 30 days from the date of
receipt of the written notice or, if he did not receive
a written notice, within 45 days from the date of the
announcement, require the Company to pay its debt
to him in full or to provide commensurate security.
Article 214 If the Company is involved in a merger,
the parties to the merger shall enter into a merger
agreement. The parties to the merger shall prepare
a balance sheet and a property list. Within 10 days
from the date of adoption of the merger resolution,
the Company shall notify its creditors and within 30
days it shall make an announcement in newspapers
or the National Enterprise Credit Information
Publicity System.
A creditor may, within 30 days from the date of
receipt of the notice or, if he did not receive a notice,
within 45 days from the date of the announcement,
require the Company to pay its debt to him in full or
to provide commensurate security.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 179 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 288 When the Company is merged, the
claims and debts of each party to the merger shall be
succeeded to by the company surviving the merger
or the new company established subsequent to the
merger.
Article 215 When the Company is merged, the
claims and debts of each party to the merger shall be
succeeded to by the company surviving the merger
or the new company established subsequent to the
merger.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 180 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 289 Where there is a division of the
Company, its assets shall be divided accordingly.
Where there is a division of the Company, a balance
Article 216 Where there is a division of the
Company, its assets shall be divided accordingly.
Where there is a division of the Company, a balance
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
sheet and inventory of assets shall be prepared.
The Company shall notify its creditors within 10
days as of the date of the division resolution and
shall publish an announcement in newspapers or by
other means within 30 days as of the date of such
resolution.
sheet and inventory of assets shall be prepared. The
Company shall notify its creditors within 10 days as
of the date of the division resolution and shall publish
an announcement in newspapers or the National
Enterprise Credit Information Publicity System
within 30 days as of the date of such resolution.
documents such as Article 181 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 291 Where the Company needs to reduce its
registered capital, it shall prepare a balance sheet and
an inventory of assets.
Article 218 Where the Company reduces its
registered capital, it will prepare a balance sheet and
an inventory of assets.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
The Company shall notify its creditors within 10 days
as of the date of the resolution for the reduction of its
registered capital and shall publish an announcement
in the newspapers or by other means within 30 days
as of the date of such resolution. A creditor has the
right within 30 days as of the receipt of the notice or,
in case where it fails to receive such notice, within
45 days of the date of the announcement, to demand
the Company to repay its debts or provide guarantees
for such debts.
The registered capital of the Company after the
reduction shall not be less than the statutory
The Company shall notify its creditors within 10
days as of the date of the resolution made by the
general meeting for the reduction of its registered
capital and shall publish an announcement in the
newspapers or the National Enterprise Credit
Information Publicity System within 30 days as of
the date of such resolution. A creditor has the right
within 30 days as of the receipt of the notice or, in
case where it fails to receive such notice, within 45
days of the date of the announcement, to demand the
Company to repay its debts or provide guarantees for
such debts.
documents such as Article 183 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
minimum amount. Where the Company reduces its registered capital,
the amount of capital contribution or shares shall
be reduced correspondingly in proportion to the
shares held by its shareholders, unless otherwise
provided by law or by the Articles of Association.
Original articles Amended articles Basis of amendment
- Article 219 Where the Company still incurs A m e n d m e n t i s m a d e i n
losses after making up its losses in accordance accordance with the relevant
with Paragraph 2 of Article 188 of the Articles of requirements of relevant laws,
Association, it may reduce its registered capital to regulations and normative
make up for the losses. If the registered capital is documents such as Article 184 of
reduced to make up for losses, the Company shall the currently effective Guidelines
not make distribution to its shareholders, nor for the Articles of Association of
exempt the shareholders from their obligation to Listed Companies of the CSRC,
make capital contribution or calls on share. and taking into account the actual
situation of the Company.
The provisions of Paragraph 2 of Article 218 of
the Articles of Association shall not apply to the
reduction in the registered capital in accordance
with the preceding paragraph. The Company
shall publish an announcement on newspapers
or the National Enterprise Credit Information
Publicity System within 30 days from the date of
the resolution on the reduction of its registered
capital at the general meeting.
After reducing its registered capital in accordance
with the provisions of the preceding two
paragraphs, the Company shall not distribute
profits until the cumulated amount of the
statutory reserve fund and optional reserve fund
reaches 50% of its registered capital.
- Article 220 If the reduction of the registered A m e n d m e n t i s m a d e i n
capital is in violation of the Company Law and accordance with the relevant
other relevant provisions, shareholders shall requirements of relevant laws,
return the funds they have received and the regulations and normative
reduced capital contribution of the shareholders documents such as Article 185 of
shall be restored to its original amount; in case of the currently effective Guidelines
losses caused to the Company, the shareholders for the Articles of Association of
and the liable Directors and senior management Listed Companies of the CSRC,
officers shall be liable for compensation. and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
- Article 221 Where an increase in registered
capital of the Company is made by means of issue
of new shares, the shareholders do not have any
pre-emptive right unless otherwise provided in
the Articles of Association or the general meeting
resolves that the shareholders shall have pre
emptive right.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 186 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 293 The Company shall be dissolved upon
the occurrence of any of the following events:
Article 223 The Company shall be dissolved upon
the occurrence of any of the following events:
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
(1) expiry of the term of business provided in the
Articles of Association or other cause of dissolution
as specified therein;
(1) expiry of the term of business provided in the
Articles of Association or other cause of dissolution
as specified therein;
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
(2) a resolution on dissolution is passed by general
meeting;
(2) a resolution on dissolution is passed by general
meeting;
relevant requirements of relevant
laws, regulations and normative
documents such as Article 188 of
(3) dissolution is required due to the merger or
division of the Company;
(3) dissolution is required due to the merger or
division of the Company;
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
(4) the Company is declared bankrupt due to its
failure to repay debts due;
(5) the Company's business license is revoked or the
(4) the Company's business license is revoked or the
Company is ordered to close down or dissolved in
accordance with the laws;
and taking into account the actual
situation of the Company.
Company is ordered to close down or dissolved in
accordance with the laws;
(5) the Company suffers significant hardships in
operation and management that cannot be resolved
through other means, and its continuation may
(6) the Company suffers significant hardships in
operation and management that cannot be resolved
through other means, and its continuation may
cause substantial loss in shareholders' interests,
shareholders representing 10% or above of the total
cause substantial loss in shareholders' interests,
shareholders representing 10% or above of the voting
rights of the Company may plead the people's court
to dissolve the Company.
voting rights of the Company may plead the people's
court to dissolve the Company.
Upon the occurrence of events of dissolution
specified in the preceding paragraph, the
Company shall publicize the events of dissolution
through the National Enterprise Credit
Information Publicity System within 10 days.
Original articles Amended articles Basis of amendment
Article 294 With regard to the occurrence of the
situation described in sub-paragraph (1) of Article
293 in the Articles of Association, the Company
may continue to exist by amending the Articles of
Association.
Amendments to the Articles of Association pursuant
to the preceding paragraph shall be subject to the
approval of shareholders representing two-thirds
or above of the voting rights present at the general
meetings of shareholders.
Article 224 With regard to the occurrence of the
situation described in sub-paragraph (1) and (2)
of Article 223 in the Articles of Association, and
the Company has not distributed any property to
its shareholders, the Company may continue to
exist by amending the Articles of Association or
by resolution of the general meeting.
Amendments to the Articles of Association
pursuant to the preceding paragraph or by
resolution of the general meeting shall be subject
to the approval of shareholders representing two
thirds or above of the voting rights present at the
general meetings.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 189 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 295 Where the Company is dissolved
pursuant to sub-paragraph (1), (2) or (6) of Article
293 hereof, it shall establish a liquidation committee
within 15 days as of the dissolution circumstance
arises. And the liquidation shall be thereby started.
The liquidation committee shall comprise Directors
or those determined by the general meeting, which
shall be determined by general meeting in the
form of ordinary resolution. If the liquidation
committee is not duly set up, the creditors may
plead the people's court to designate related persons
to form a liquidation committee to carry out the
liquidation
Where the Company is dissolved pursuant to
sub-paragraph (3) of Article 293, the Company
shall file its dissolution application to CSRC with
dissolution reasons for dissolution and related
documents. The Company shall be dissolved upon
obtaining the approval by CSRC.
Article 225 Where the Company is dissolved
pursuant to sub-paragraph (1), (2), (4) or (5)
of Article 223 hereof, it shall be liquidated.
The Directors are the obligor of liquidation of
the Company, and shall establish a liquidation
committee to carry out liquidation within 15 days
as of the dissolution circumstance arises.
The liquidation committee shall consist of
Directors, unless otherwise provided in the
Articles of Association or other persons are
elected by the general meeting by way of a
resolution.
If the liquidation obligor fails to perform its
liquidation obligations in a timely manner and
causes losses to the Company or its creditors, it
shall be liable for compensation.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as Article 190 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Where the Company is dissolved in accordance
with sub-paragraph (4) of Article 293, the
people's court shall, according to the relevant
laws, order the formation of a liquidation
committee comprising members from the
securities regulatory authorities of the State
Council, shareholders, relevant authorities
and professionals to process the liquidation in
accordance with the bankruptcy related laws.
Where the Company is dissolved pursuant to
the provisions of sub-paragraph (5) of Article
293 hereof, a liquidation committee comprised
of shareholders, relevant authorities and
professionals shall be formed by the governing
authority, for carrying out the liquidation.
Article 296 Where the Board resolves to liquidate
the Company for any reason other than bankruptcy,
the Board shall include a statement in its notice
convening a meeting of shareholders for such issue,
stating the Board has performed a full investigation
on the Company, and believes the debts of the
Company could be fully repaid within 12 months as
of the commencement of the liquidation.
Upon the resolution of general meeting for the
liquidation of the Company, all functions and powers
of the Board shall immediately cease.
The liquidation committee shall act in accordance
with the instructions of general meeting and make
a report at least once every year to general meeting
on the group's income and expenses, the business
of the Company and the progress of the liquidation,
and present a final report to general meeting upon
completion of the liquidation.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 226 The liquidation committee shall perform
the following duties:
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
(1) checking the Company's assets and preparing a
balance sheet and an inventory of assets;
regulations and normative
documents such as Article 191 of
the currently effective Guidelines
(2) n o t i f y i n g t h e c r e d i t o r s b y n o t i c e o r
announcement;
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
(3) dealing with the outstanding liquidation-related
business of the Company;
situation of the Company.
(4) paying off outstanding taxes as well as taxes
arising in the course of liquidation;
(5) claiming credits and paying off debts;
(6) distributing the remaining properties of the
Company after the settlement of debts; and
(7) representing the Company in any civil
proceedings.
Article 227 As of the date of its establishment,
the liquidation committee shall notify the creditors
within 10 days and make public announcement on
newspaper(s) or the National Enterprise Credit
Information Publicity System within 60 days.
Creditors shall, within 30 days after receipt of the
notice, or for those who do not receive the notice,
within 45 days as of the date of the announcement,
declare their claims to the liquidation committee.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 192 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Creditors shall provide explanations and evidence for
their claims upon their declarations of such claims.
The liquidation committee shall record the creditors'
claims.
The liquidation committee shall not pay off any debts
to any creditors during period of credit declaration
Original articles Amended articles Basis of amendment
Article 299 After checking the Company's assets
and preparing a balance sheet and an inventory of
assets, the liquidation committee shall formulate
a liquidation plan for the confirmation by general
meeting or the people's court.
Article 228 After checking the Company's assets
and preparing a balance sheet and an inventory of
assets, the liquidation committee shall formulate
a liquidation plan for the confirmation by general
meeting or the people's court.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 193 of
the currently effective Guidelines
The remaining properties of the Company, after
the payment for liquidation expenses, wages, social
insurance premiums and statutory compensation
of staffs, taxes and debts of the Company, shall be
distributed to the shareholders in proportion to their
shareholding ratios.
The remaining properties of the Company, after
the payment for liquidation expenses, wages, social
insurance premiums and statutory compensation
of staffs, taxes and debts of the Company, shall be
distributed to the shareholders in proportion to their
shareholding ratios.
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
During the liquidation period, the Company shall
continue to exist but shall not carry out any business
activities unrelated to liquidation. The assets of the
Company shall not be distributed to the shareholders
until the settlement of debts in accordance with the
preceding article.
During the liquidation period, the Company shall
continue to exist but shall not carry out any business
activities unrelated to liquidation.
The assets of the Company shall not be distributed
to the shareholders until the settlement of debts in
accordance with the preceding article.
Article 300 If the liquidation committee, after
checking the Company's assets and preparing a
balance sheet and an inventory of assets, finds that
the Company's assets are insufficient to pay off its
debts, it shall immediately file an application to the
people's court for bankruptcy.
After the Company is declared bankrupt by the
people's court, the liquidation committee shall hand
Article 229 If the liquidation committee, after
checking the Company's assets and preparing a
balance sheet and an inventory of assets, finds that
the Company's assets are insufficient to pay off its
debts, it shall immediately file an application to the
people's court for bankruptcy liquidation.
Once the people's court accepts the bankruptcy
application, the liquidation committee shall hand
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 194 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
over the liquidation matters to the people's court. over the liquidation matters to the bankruptcy
administrator designated by the people's court.
situation of the Company.
Original articles Amended articles Basis of amendment
Article 301 Upon completion of liquidation of the Article 230 Upon completion of liquidation of Due to the abolishment of
Company, the liquidation committee shall prepare the Company, the liquidation committee shall relevant requirements such as the
a liquidation report and a statement of the income prepare a liquidation report, submit the same Notice on Implementation of the
and expenses and the account books in respect of to the general meeting or the people's court Mandatory Provisions of Articles
the liquidation period, and after verification by for confirmation, and submit the same to the of Association of Companies
PRC certified public accountants, shall submit the company registration authority to apply for de that List Overseas, amendment
same to the general meeting or the people's court registration of the Company. is made in accordance with the
for confirmation. The liquidation committee shall, relevant requirements of relevant
within 30 days after the general meeting or after laws, regulations and normative
obtaining confirmations from the relevant competent documents such as Article 195 of
authorities, submit the aforesaid documents to the currently effective Guidelines
the company registration authority, apply for de for the Articles of Association of
registration of the Company, and announce the Listed Companies of the CSRC,
termination of the Company. and taking into account the actual
situation of the Company.
Article 302 Members of the liquidation committee Article 231 Members of the liquidation committee A m e n d m e n t i s m a d e i n
shall perform their duties with due diligence and shall perform the liquidation duties and have accordance with the relevant
carry out their liquidating obligations in accordance obligations of loyalty and diligence. requirements of relevant laws,
with the laws. regulations and normative
Where members of the liquidation committee documents such as Article 196 of
Members of the liquidation committee shall not neglect to perform the liquidation duties and the currently effective Guidelines
exploit their position to accept bribes or other cause any loss to the Company, he/she shall be for the Articles of Association of
illegal income or misappropriate the property of the liable to make compensation; where any members Listed Companies of the CSRC,
Company. of the liquidation committee cause any loss to any and taking into account the actual
creditor with intention or due to gross negligence, situation of the Company.
A member of the liquidation committee who causes he/she shall be liable to make compensation.
loss to the Company or its creditors due to his or her
intentional misconduct or gross negligence shall be
liable for damages.
Original articles Amended articles Basis of amendment
Article 304 The Company may amend the Articles Due to the abolishment of
of Association in accordance with the provisions of relevant requirements such as the
laws, administrative regulations and the Articles of Notice on Implementation of the
Association. Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 305 The Company shall amend the Articles Article 233 The Company will amend the Articles of A m e n d m e n t i s m a d e i n
of Association in any of the following circumstances: Association in any of the following circumstances: accordance with the relevant
requirements of relevant laws,
(1) after the amendments are made to the Company (1) after the amendments are made to the Company regulations and normative
Law or other relevant laws and administrative Law or other relevant laws and administrative documents such as Article 198 of
regulations, any term contained in the Articles regulations, any term contained in the Articles the currently effective Guidelines
of Association become inconsistent with the said of Association become inconsistent with the said for the Articles of Association of
amendments; amendments; Listed Companies of the CSRC,
and taking into account the actual
(2) if certain changes of the Company occur resulting (2) if certain changes of the Company occur resulting situation of the Company.
in the inconsistency with certain terms specified in in the inconsistency with certain terms specified in
the Articles of Association; and the Articles of Association; and
(3) the general meeting has resolved to amend the (3) the general meeting has resolved to amend the
Articles of Association. Articles of Association.
Original articles Amended articles Basis of amendment
Article 306 Where the amendments to the Articles
of Association passed by resolutions of the general
meetings require approval of the competent
authorities, the amendments shall be submitted to
the relevant authorities for approval. Where the
amendments involve registration matters of the
Company, the involved change shall be registered in
accordance with the laws.
Article 234 Where the amendments to the Articles
of Association passed by resolutions of the general
meetings require approval of the competent
authorities, the amendments shall be submitted to
the relevant authorities for approval. Where the
amendments involve registration matters of the
Company, the involved change shall be registered in
accordance with the laws.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 199 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 307 The Board shall amend the Articles of
Association in accordance with the resolution of
the general meetings on amendment to the Articles
of Association and the examination and approval
opinions from relevant authorities.
Article 235 The Board shall amend the Articles of
Association in accordance with the resolution of
the general meetings on amendment to the Articles
of Association and the examination and approval
opinions from relevant authorities.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 200 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 309 Any amendment to the Articles of
Association involving the Mandatory Provisions
for the Articles of Association of Companies Listed
Overseas shall become effective upon approval
by the approving authority authorized by the State
Council and the CSRC. If the amendments involve
registration matters, the involved change shall be
registered in accordance with the laws.
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
CHAPTER XV SETTLEMENT OF DISPUTES Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 310 The Company shall follow the following
rules for settlement of disputes:
(1) all disputes and claims between shareholders
of overseas listed foreign shares and the Company,
between shareholders of overseas listed foreign
shares and the Company's directors, supervisors
and other senior management officers, or between
shareholders of overseas listed foreign shares and
other shareholders arising from the Articles of
Association or any rights or obligations conferred
or imposed by the Company Law or any other
applicable laws and administrative regulations
concerning the affairs of the Company shall be
submitted by the relevant parties for arbitration.
The dispute or claim shall be submitted for
arbitration in their entirely. All parties which have
a cause of action due to the same events, or are
Due to the abolishment of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies
that List Overseas, amendment
is made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective Guidelines for the
Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
required to participate in the settlement of the
dispute or claim, such parties shall abide by the
arbitration result if such parties are the Company
or the shareholders, directors, supervisors or senior
management officers of the Company.
Original articles Amended articles Basis of amendment
Disputes in relation to the identification of the
shareholders and register of shareholders may be
resolved without arbitration.
(2) a claimant may elect arbitration at either the
China International Economic and Trade Arbitration
Commission in accordance with its Arbitration
Rules or the Hong Kong International Arbitration
Centre in accordance with its Securities Arbitration
Rules. Once a claimant refers a dispute or claim to
arbitration, the other party must carry out arbitration
in the arbitral body elected by the claimant.
If a claimant elects arbitration at Hong Kong
International Arbitration Centre, any party to the
dispute or claim may request arbitration to be
conducted in Shenzhen in accordance with the
Securities Arbitration Rules of the Hong Kong
International Arbitration Centre.
(3) if any disputes or claims of rights are settled by
way of arbitration in accordance with provision (1)
of this article, the laws of the People's Republic
of China shall apply, except as otherwise provided
in the laws, administrative regulations, rules and
normative documents.
(4) The award of an arbitration body shall be final
and conclusive and binding on all parties.
Original articles Amended articles Basis of amendment
Article 311 Definitions Article 237 Definitions Due to the abolishment of
relevant requirements such as the
(1) the "controlling shareholders" shall refer to (1) the "controlling shareholders" shall refer to Notice on Implementation of the
shareholders who possess one of the following shareholders who possess more than 50% of the Mandatory Provisions of Articles
conditions: total equity of the Company; or should the ratio of Association of Companies
of shareholding of such shareholder is no more that List Overseas, amendment
1. such shareholder's shareholding accounts for more than 50%, such voting right he or she is entitled is made in accordance with the
than 30% of the total equity of the Company when to may produce material impact on the resolution relevant requirements of relevant
he or she is taking action alone or taking concerted of the general meeting. laws, regulations and normative
action with others; such shareholder may exercise documents such as Article 202 of
more than 30% of the voting right of the Company or (2) the "major shareholder" refers to a shareholder the currently effective Guidelines
may control more than 30% of the voting right of the holding more than 5% of the total share capital of the for the Articles of Association of
Company when he or she is taking action alone or Company. Listed Companies of the CSRC,
taking concerted action with others; should the ratio and taking into account the actual
of shareholding of such shareholder is less than 30%, (3) the "de facto controller" refers to the natural situation of the Company.
such voting right he or she is entitled to may produce person, legal person or other organization that,
material impact on the resolution of the general through investment relations, agreements or other
meeting. arrangement, can actually dominate the activities
of the Company.
2. when such shareholder is taking action alone or
taking concerted action with others, he or she may (4) the "connected relations" refers to the relationship
decide more than a half of the candidates for the between the Company's controlling shareholders,
directors. de facto controller, directors, senior management
officers and those enterprises which are directly
3. when such shareholder is taking action alone or or indirectly controlled by the foregoing parties
taking concerted action with others, he or she may and such other relationships which may cause the
control the Company. interests of the Company to be transferred. However,
the state-controlled enterprises do not have connected
(2) the "major shareholder" refers to a shareholder relations merely because they are all being controlled
holding more than 5% of the total share capital of the by the State.
Company.
Original articles Amended articles Basis of amendment
(3) the "de facto controller" refers to that although
such controller is not a shareholder of the Company,
he or she is a legal person, other organizations or
individuals who can actually dominate the Company
and the Company's shareholders to exercise the
rights of shareholders by laws or in real fact
(5) the "internal directors" shall refer to such
directors who are concurrently taking other positions
in the Company; The "independent directors" shall
refer to those external directors who do not have any
relationship with the Company and shareholders that
may probably prevent them from making independent
through investment relations, agreements or other
arrangement.
and objective judgment; The "external directors"
shall refer to such directors who do not concurrently
have other positions in the Company.
(4) the "connected relations" refers to the relationship
between the Company's controlling shareholders,
de facto controller, directors, supervisors, senior
management officers and those enterprises which
are directly or indirectly controlled by the foregoing
parties and such other relationships which may
cause the interests of the Company to be transferred.
However, the state-controlled enterprises do not have
connected relations merely because they are all being
controlled by the State.
(6) the "business day" refers to legal business days
stipulated by the State Council, including Saturdays
or Sundays declared as temporary business days by
the State Council ("business day in lieu of holidays"),
but excluding legal holidays and Saturdays or
Sundays other than business days in lieu of holidays;
and the "trading day" refers to each of days from
Monday to Friday, excluding legal holidays and
business days in lieu of holidays.
(5) the "internal directors" shall refer to such
directors who are concurrently taking other positions
in the securities company; The "independent
directors" shall refer to those external directors who
do not have any relationship with the securities
company and its shareholders that may probably
prevent them from making independent and objective
judgment; The "external directors" shall refer to
such directors who do not concurrently have other
positions in the securities company.
Original articles Amended articles Basis of amendment
(6) the "business day" refers to legal business days
stipulated by the State Council, including Saturdays
or Sundays declared as temporary business days by
the State Council ("business day in lieu of holidays"),
but excluding legal holidays and Saturdays or
Sundays other than business days in lieu of holidays;
and the "trading day" refers to each of days from
Monday to Friday, excluding legal holidays and
business days in lieu of holidays.
Article 312 The Board may formulate by-laws in
accordance with the provisions of the Articles of
Association, provided that such by-laws shall not be
in violation of the Articles of Association.
Article 238 The Board may formulate by-laws in
accordance with the provisions of the Articles of
Association, provided that such by-laws shall not be
in violation of the Articles of Association.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 203 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 313 The Articles of Association are written
in Chinese. In case of any inconsistency between the
Articles and the Articles of Association in any other
language or of different version, the latest Chinese
version of the Articles of Association approved by
and registered with the administrative authority for
Industry and Commerce shall prevail.
Article 239 The Articles of Association are written
in Chinese. In case of any inconsistency between the
Articles and the Articles of Association in any other
language or of different version, the latest Chinese
version of the Articles of Association approved by
and registered with the Administration for Market
Regulation of Jiangsu Province shall prevail.
A m e n d m e n t i s m a d e i n
accordance with the relevant
requirements of relevant laws,
regulations and normative
documents such as Article 204 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Original articles Amended articles Basis of amendment
Article 314 The term "or above", "within", Article 240 The term "or above", "within", A m e n d m e n t i s m a d e i n
"following", as stated in the Articles of Association "following" as stated in the Articles of Association accordance with the relevant
shall all include the number or amount itself; the shall all include the number or amount itself; the requirements of relevant laws,
term "not exceeding", "except", "lower", "more" term "exceeding", "except", "lower", "more" shall regulations and normative
shall all exclude the number or amount itself. all exclude the number or amount itself. documents such as Article 205 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.
Article 316 The attachment hereof shall include the Article 242 The attachment hereof shall include the A m e n d m e n t i s m a d e i n
rules of procedure for the general meeting, the rules rules of procedure for the general meeting and the accordance with the relevant
of procedure for the Board of Directors and the rules rules of procedure for the Board. requirements of relevant laws,
of procedure for the Supervisory Committee. regulations and normative
documents such as Article 207 of
the currently effective Guidelines
for the Articles of Association of
Listed Companies of the CSRC,
and taking into account the actual
situation of the Company.

II. THE SERIAL NUMBER OF ARTICLES AND SECTIONS IN THE ARTICLES OF ASSOCIATION SHALL BE ADJUSTED IN ACCORDANCE WITH THE ABOVE AMENDMENTS TO THE ARTICLES OF ASSOCIATION.

I. Amendments to the following articles of the Rules of Procedure for General Meeting of the Company

Original Articles Amended articles Basis of Amendments
Article 1 In order to safeguard the legitimate Article 1 In order to safeguard the legitimate Amendment
is
made
in
rights and interests of all shareholders of Huatai rights and interests of all shareholders of Huatai accordance
with
the
relevant
Securities Co., Ltd. (the "Company"), ensure the Securities Co., Ltd. (the "Company"), ensure the requirements of relevant laws,
standardized and efficient operation of the standardized and efficient operation of the regulations
and
normative
general meetings of the Company and ensure that general meetings of the Company and ensure that documents such as the currently
shareholders can exercise their powers and shareholders can exercise their powers and effective
Rules
for
General
functions equally and effectively, these Rules functions equally and effectively, these Rules Meetings of Listed Companies of
have been formulated in accordance with the have been formulated in accordance with the the
CSRC,
and
taking
into
Company Law of the People's Republic of China Company Law of the People's Republic of China account the actual situation of
(the
"Company
Law"),
the
Corporate
(the
"Company
Law"),
the
Corporate
the Company.
Governance Rules for Securities Companies, the Governance Rules for Securities Companies, the
Code
of
Corporate
Governance
for
Listed
Code
of
Corporate
Governance
for
Listed
Companies, the Rules for General Meetings of Companies, the Rules for General Meetings of
Listed Companies, the Rules Governing the Listed Companies, the Rules Governing the
Listing of Securities on the Hong Kong Stock Listing of Securities on The Stock Exchange of
Exchange (the "Hong Kong Listing Rules"), the Hong Kong Limited (the "Hong Kong Listing
Articles of Association of Huatai Securities Co., Rules"), the Articles of Association of Huatai
Ltd. (the "Articles of Association") and other Securities
Co.,
Ltd.
(the
"Articles
of
relevant national laws and regulations. Association") and other relevant national laws
and regulations.
Article 2 These Rules shall apply to matters Amendment
is
made
in
relating
to
the
convening,
proposal,
accordance
with
the
relevant
notification
and
holding
of
the
general
requirements of relevant laws,
meetings of the Company. regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 3 The Company shall convene general Amendment
is
made
in
meeting(s) strictly in accordance with the accordance
with
the
relevant
relevant provisions of laws, administrative requirements of relevant laws,
regulations, these Rules and the Articles of regulations
and
normative
Association to ensure that the shareholders documents such as the currently
can exercise their rights in accordance with effective
Rules
for
General
the law. Meetings of Listed Companies of
the
CSRC,
and
taking
into
The
Board
of
the
Company
shall
duly
account the actual situation of
discharge
its
duties
and
conscientiously
the Company.
organize general meeting(s) at the prescribed
time. All Directors of the Company shall be
diligent and responsible to ensure that general
meetings are convened in the normal course
and their powers are exercised in accordance
with laws.
Article 2 The general meeting shall exercise its Article 4 The general meeting shall exercise its Amendment
is
made
in
powers to the extent as provided by the Company powers to the extent as provided by the Company accordance
with
the
relevant
Law and the Articles of Association. Law and the Articles of Association. requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 3 The general meetings include annual Article 5 The general meetings include annual Amendment
is
made
in
general
meetings
and
extraordinary
general
general
meetings
and
extraordinary
general
accordance
with
the
relevant
meetings. The annual general meeting shall be meetings. The annual general meeting shall be requirements of relevant laws,
called once a year, within six months following called once a year, within six months following regulations
and
normative
the end of the previous fiscal year. Extraordinary the end of the previous fiscal year. Extraordinary documents such as the currently
general meetings shall be convened on an general meetings shall be convened on an effective
Rules
for
General
irregular basis. An extraordinary general meeting irregular basis. An extraordinary general meeting Meetings of Listed Companies of
shall be convened within two months from the shall be convened within two months from the the
CSRC,
and
taking
into
occurrence
of
the
circumstances
where
an
occurrence
of
the
circumstances
where
an
account the actual situation of
extraordinary
general
meeting
should
be
extraordinary
general
meeting
should
be
the Company.
convened
as
stipulated
in
the Articles
of
convened
as
stipulated
in
the Articles
of
Association. Association.
If the Company is unable to convene a general If the Company is unable to convene a general
meeting within the period as aforesaid, the meeting within the period as aforesaid, the
Company shall report to the delegated authority Company shall report to the delegated authority
of the CSRC where the Company is domiciled of the CSRC where the Company is domiciled
and the stock exchange where shares of the and the stock exchange where shares of the
Company are listed for trading (the "Stock Company are listed for trading (the "Stock
Exchange"), explaining the reason and publish Exchange"), explaining the reason and publish
an announcement. an announcement.
Article 4 The Company shall retain an attorney Article 6 The Company shall retain an attorney Amendment
is
made
in
when it convenes general meeting(s) to issue when it convenes general meeting(s) to issue accordance
with
the
relevant
legal opinions on the following matters and legal opinions on the following matters and requirements of relevant laws,
publish the same: publish the same: regulations
and
normative
documents such as the currently
(1) whether the procedures of convening and (1) whether the procedures of convening and effective
Rules
for
General
holding
the
meeting
comply
with
the
holding
the
meeting
comply
with
the
Meetings of Listed Companies of
requirements of laws, administrative regulations, requirements of laws, administrative regulations, the
CSRC,
and
taking
into
these Rules and the Articles of Association; these Rules and the Articles of Association; account the actual situation of
the Company.
(2) whether the qualifications of the attendants (2) whether the qualifications of the attendants
and the convener are lawful and valid; and the convener are lawful and valid;
(3) whether the voting procedure and results are (3) whether the voting procedure and results are
lawful and valid; and lawful and valid; and
(4) on other relevant issues as required by the (4) on other relevant issues as required by the
Company. Company.
Original Articles Amended articles Basis of Amendments
Article 5 The Company shall convene general Amendment
is
made
in
meeting(s)
strictly
in
accordance
with
the
accordance
with
the
relevant
relevant
provisions
of
laws,
administrative
requirements of relevant laws,
regulations, these Rules and the Articles of regulations
and
normative
Association to ensure that the shareholders can documents such as the currently
exercise their rights in accordance with the law. effective
Rules
for
General
Meetings of Listed Companies of
The Board of the Company shall duly discharge the
CSRC,
and
taking
into
its duties and conscientiously organize general account the actual situation of
meeting(s) at the prescribed time. All Directors the Company.
of the Company shall be diligent and responsible
to ensure that general meetings are convened in
the normal course and their powers are exercised
in accordance with laws.
CHAPTER II CONVENING OF GENERAL CHAPTER II CONVENING OF GENERAL Amendment
is
made
in
MEETINGS MEETINGS accordance
with
the
relevant
requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 6 The Board shall convene the general Article 7 The Board shall convene the general Amendment
is
made
in
meeting on time within the time limit as meeting on time within the time limit as accordance
with
the
relevant
prescribed in Article 3 of these Rules. prescribed in Article 5 of these Rules. requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 7 The independent Directors shall have Article 8 With the consent of a majority of Amendment
is
made
in
the right to propose to the Board to call an all independent Directors, the independent accordance
with
the
relevant
extraordinary general meeting. The Board shall, Directors shall have the right to propose to the requirements of relevant laws,
in accordance with relevant laws, administrative Board to call an extraordinary general meeting. regulations
and
normative
regulations and the Articles of Association, give The Board shall, in accordance with relevant documents such as the currently
a written response on whether or not it agrees to laws, administrative regulations and the Articles effective
Rules
for
General
call such an extraordinary general meeting of Association, give a written response on Meetings of Listed Companies of
within 10 days after receiving the proposal from whether or not it agrees to call such an the
CSRC,
and
taking
into
the independent Directors to call such meeting. extraordinary general meeting within 10 days account the actual situation of
after receiving the proposal from the independent the Company.
If the Board agrees to hold an extraordinary Directors to call such meeting.
general meeting, it shall issue a notice calling
such meeting within 5 days after it has so If the Board agrees to hold an extraordinary
resolved. If the Board does not agree to hold the general meeting, it shall issue a notice calling
extraordinary general meeting, it shall give the such meeting within 5 days after it has so
reasons and publish an announcement. resolved. If the Board does not agree to hold the
extraordinary general meeting, it shall give the
reasons and publish an announcement.
Article 8 The Supervisory Committee shall have Article 9 The Audit Committee shall propose to Amendment
is
made
in
the right to propose to the Board in writing to the Board in writing to hold an extraordinary accordance
with
the
relevant
hold an extraordinary general meeting. The general meeting. The Board shall, in accordance requirements of relevant laws,
Board shall, in accordance with relevant laws, with relevant laws, administrative regulations regulations
and
normative
administrative regulations and the Articles of and the Articles of Association, give a written documents such as the currently
Association, give a written response on whether response on whether or not it agrees to call such effective
Rules
for
General
or not it agrees to call such an extraordinary an extraordinary general meeting within 10 days Meetings of Listed Companies of
general meeting within 10 days after receiving after receiving the proposal from the independent the
CSRC,
and
taking
into
the proposal from the independent Directors to Directors to call such meeting. account the actual situation of
call such meeting. the Company.
If the Board agrees to hold an extraordinary
If the Board agrees to hold an extraordinary general meeting, it shall issue a notice calling
general meeting, it shall issue a notice calling such meeting within 5 days after it has so
such meeting within 5 days after it has so resolved. The consent of the Audit Committee
resolved.
The
consent
of
the
Supervisory
shall be secured if any change is to be made in
Committee shall be secured if any change is to be the notice to the original request.
made in the notice to the original request.
If the Board disagrees to hold an extraordinary
If the Board disagrees to hold an extraordinary general meeting or fails to give a written
general meeting or fails to give a written response within 10 days after the receipt of the
response within 10 days after the receipt of the proposal, the Audit Committee may convene
proposal,
the
Supervisory
Committee
may
and
preside
over
an
extraordinary
general
convene and preside over an extraordinary meeting on its own.
general meeting on its own.
Original Articles Amended articles Basis of Amendments
Article 9 Shareholders that hold, individually or Article 10 Shareholders that hold, individually Amendment
is
made
in
collectively, 10% or more of the shares in the or collectively, 10% or more of the shares in the accordance
with
the
relevant
Company shall have the right to request in Company shall request in writing the Board to requirements of relevant laws,
writing the Board to hold an extraordinary hold an extraordinary general meeting. regulations
and
normative
general meeting. The Board shall, in accordance documents such as the currently
with relevant laws, administrative regulations The Board shall, in accordance with relevant effective
Rules
for
General
and the Articles of Association, give a written laws, administrative regulations and the Articles Meetings of Listed Companies of
response on whether or not it agrees to call such of Association, give a written response on the
CSRC,
and
taking
into
an extraordinary general meeting within 10 days whether or not it agrees to call such an account the actual situation of
after receiving the proposal from the above extraordinary general meeting within 10 days the Company.
mentioned shareholders to call such meeting. after receiving the proposal from the above
mentioned shareholders to call such meeting.
If the Board agrees to hold an extraordinary
general meeting, it will issue a notice calling If the Board agrees to hold an extraordinary
such meeting within 5 days after it has so general meeting, it will issue a notice calling
resolved.
The
consent
of
the
relevant
such meeting within 5 days after it has so
shareholders shall be secured if any change is to resolved.
The
consent
of
the
relevant
be made in the notice to the original request. shareholders shall be secured if any change is to
be made in the notice to the original request. If
If the Board disagrees to hold an extraordinary the Board disagrees to hold an extraordinary
general meeting or fails to give a response within general meeting or fails to give a response within
10 days after the receipt of the proposal, the 10 days after the receipt of the proposal, the
Shareholders
that
hold,
individually
or
Shareholders
that
hold,
individually
or
collectively, 10% of the Shares of the Company collectively, 10% of the Shares of the Company
may propose to the Supervisory Committee to may propose to the Audit Committee to hold an
hold an extraordinary general meeting. extraordinary general meeting.
If the Supervisory Committee agrees to hold an If the Audit Committee agrees to hold an
extraordinary general meeting, it will issue a extraordinary general meeting, it will issue a
notice calling such meeting within 5 days after it notice calling such meeting within 5 days after it
has so resolved. The consent of the relevant has so resolved. The consent of the relevant
shareholders shall be secured if any change is to shareholders shall be secured if any change is to
be made in the notice to the original requirement. be made in the notice to the original requirement.
If the Supervisory Committee fails to issue the If the Audit Committee fails to issue the notice
notice calling such meeting within the period calling such meeting within the period specified
specified hereinabove, it shall be deemed to have hereinabove, it shall be deemed to have failed to
failed to convene and preside over such meeting. convene and preside over such meeting. The
The shareholders that hold, individually or shareholders
that
hold,
individually
or
collectively, 10% of the shares in the Company collectively, 10% of the shares in the Company
for 90 days or more consecutively may convene for 90 days or more consecutively may convene
and preside over such meeting. and preside over such meeting.
Original Articles Amended articles Basis of Amendments
Article 10 The Supervisory Committee or the Article
11
The
Audit
Committee
or
the
Amendment
is
made
in
shareholders that decide to hold a general shareholders that decide to hold a general accordance
with
the
relevant
meeting by itself or themselves shall notify the meeting by itself or themselves shall notify the requirements of relevant laws,
Board thereof in writing, and file it with the Board thereof in writing, and file it with the regulations
and
normative
Stock Exchange. Stock Exchange. documents such as the currently
effective
Rules
for
General
The shareholders who convene the general Upon issuing the notice of the general meeting Meetings of Listed Companies of
meeting shall hold at least 10% of the shares in and the resolutions of such meeting, the Audit the
CSRC,
and
taking
into
the Company prior to the publication of the Committee or the convening shareholder shall account the actual situation of
resolutions of such meeting. provide relevant supporting documents to the the Company.
Stock Exchange.
Upon issuing the notice of the general meeting
and
the
resolutions
of
such
meeting,
the
The shareholders that convene the general
Supervisory
Committee
and
the
convening
meeting shall hold at least 10% of the shares in
shareholder shall provide relevant supporting the Company prior to the publication of the
documents to the Stock Exchange. resolutions of such meeting.
Article 11 If the Supervisory Committee or Article
12
If
the
Audit
Committee
or
Amendment
is
made
in
shareholders itself/themselves convene a general shareholders itself/themselves convene a general accordance
with
the
relevant
meeting, the Board and the secretary to the Board meeting, the Board and the secretary to the Board requirements of relevant laws,
shall provide cooperation. The Board shall shall provide cooperation. regulations
and
normative
provide the register of shareholders as of the date documents such as the currently
of record. In the event the Board does not The
Board
shall
provide
the
register
of
effective
Rules
for
General
provide the register of shareholders, the person shareholders as of the date of record. In the event Meetings of Listed Companies of
convening
the
meeting(s)
may
make
an
the Board does not provide the register of the
CSRC,
and
taking
into
application to the securities registration and shareholders,
the
person
convening
the
account the actual situation of
clearing organization to obtain the same by meeting(s) may make an application to the the Company.
producing the relevant announcement of the securities registration and clearing organization
notice of the general meeting(s). The register of to obtain the same by producing the relevant
shareholders obtained by the person convening announcement of the notice of the general
the meeting shall not be used for any purpose meeting(s). The register of shareholders obtained
other than convening of the general meeting(s). by the person convening the meeting shall not be
used for any purpose other than convening of the
general meeting(s).
Original Articles Amended articles Basis of Amendments
Article 12 The necessary expenses of the general Article 13 The necessary expenses of the general Amendment
is
made
in
meeting convened by the Supervisory Committee meeting convened by the Audit Committee or accordance
with
the
relevant
or the shareholders itself/themselves shall be the shareholders itself/themselves shall be borne requirements of relevant laws,
borne by the Company from the outstanding by the Company. regulations
and
normative
payment for any negligent Director. documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
CHAPTER III PROPOSALS AND NOTICES CHAPTER III PROPOSALS AND NOTICES Amendment
is
made
in
OF GENERAL MEETINGS OF GENERAL MEETINGS accordance
with
the
relevant
requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 13 The substance of the motion proposed Article 14 The substance of the motion proposed Amendment
is
made
in
shall fall within the functions and powers of the shall fall within the functions and powers of the accordance
with
the
relevant
general meeting. It shall have a clear subject of general meeting. It shall have a clear subject of requirements of relevant laws,
discussion and a specific resolution, and shall be discussion and a specific resolution, and shall be regulations
and
normative
in
compliance
with
laws,
administrative
in
compliance
with
laws,
administrative
documents such as the currently
regulations and the relevant requirements set regulations and the relevant requirements set effective
Rules
for
General
forth in the Articles of Association. forth in the Articles of Association. Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 14 Shareholders that hold, individually Article 15 Shareholders that hold, individually Amendment
is
made
in
or collectively, 3% or more of the shares in the or collectively, 1% or more of the shares in the accordance
with
the
relevant
Company may submit extempore motions in Company may submit extempore motions in requirements of relevant laws,
writing to the convener 10 days prior to the date writing to the convener 10 days prior to the date regulations
and
normative
of such meeting. The convener shall, within two of such meeting. The convener shall, within two documents such as the currently
days after receipt of the motion, issue a days after receipt of the motion, issue a effective
Rules
for
General
supplementary notice of the general meeting and supplementary notice of the general meeting and Meetings of Listed Companies of
make a public announcement of the contents of make a public announcement of the contents of the
CSRC,
and
taking
into
such extempore motion. Except as stipulated in such extempore motion, and such extempore account the actual situation of
the preceding paragraph, the convener may not, motion shall be submitted to the general the Company.
after publishing the notice of the general meeting
for
consideration,
unless
such
meeting, make any change to the motions set extempore motion is in violation of any law,
forth in such notice or add any new motions. administrative regulation or the Articles of
Association or fails to fall within the functions
Any proposal that is not stated on the notice of and powers of the general meeting. The
the general meeting or that is incompliant with Company shall not increase the shareholding
the provisions of Article 13 of these Rules will ratio of the shareholder(s) submitting the
not be considered or approved by the general extraordinary proposals.
meeting.
Except as stipulated in the preceding paragraph,
the convener may not, after publishing the notice
of the general meeting, make any change to the
motions set forth in such notice or add any new
motions.
Any proposal that is not stated on the notice of
the general meeting or that is incompliant with
the provisions of Article 14 of these Rules will
not be considered or approved by the general
meeting.
Article 15 The Company shall give a written Article 16 The Company shall give a written Amendment
is
made
in
notice 20 days prior to the holding of an annual notice 20 days prior to the holding of an annual accordance
with
the
relevant
general meeting, or give a written notice 15 days general meeting, or give a written notice 15 days requirements of relevant laws,
prior to the holding of an extraordinary general prior to the holding of an extraordinary general regulations
and
normative
meeting, informing all registered shareholders of meeting, informing all registered shareholders of documents such as the currently
the matters to be considered at the meeting and the matters to be considered at the meeting and effective
Rules
for
General
the date and place of the meeting. If there are the date and place of the meeting. If there are Meetings of Listed Companies of
other provisions in laws and regulations, and any other provisions in laws and regulations, and any the
CSRC,
and
taking
into
other stipulations of the relevant regulators and other stipulations of the relevant regulators and account the actual situation of
stock exchanges where the Company's shares are stock exchanges where the Company's shares are the Company.
listed, such provisions and stipulations shall listed, such provisions and stipulations shall
prevail. prevail.
Original Articles Amended articles Basis of Amendments
Article 16 A notice of general meeting shall be Article 17 The notice and the supplementary Amendment
is
made
in
made in writing and includes the following notice, if any, of the general meeting shall accordance
with
the
relevant
contents: disclose, fully and completely, the contents of requirements of relevant laws,
all the motions, and all such information and regulations
and
normative
(1) specifying the time, place and duration of the explanation
as
is
necessary
for
the
documents such as the currently
meeting; shareholders to make a reasonable judgement effective
Rules
for
General
on the matters to be discussed. Meetings of Listed Companies of
(2) matters and motions submitted to the meeting the
CSRC,
and
taking
into
for
consideration.
The
notice
and
the
account the actual situation of
supplementary notice, if any, of the general the Company.
meeting shall disclose, fully and completely, the
contents of all the motions. Where the opinion of
any independent Director is required in relation
to any matter to be considered at the meeting, the
opinion and the reason of the independent
Director shall also be disclosed in the notice and
the supplementary notice, if any, of the general
meeting;
(3) the notice shall provide shareholders with
such information and explanation as necessary
for the shareholders to make an informed
decision on the matters to be discussed; without
limiting the generality of the foregoing, when the
Company propose a merger, repurchase of the
shares of the Company, reorganization of the
share capital or other restructuring, it shall
provide the specific conditions and contracts (if
any)
of
the
transaction
contemplated
and
earnestly explain the cause and effect of the
transaction;
(4) the notice shall contain a disclosure of the
nature and extent of the material interests, if any,
of
any
Director,
Supervisor
or
senior
management officers, and an explanation of the
difference, if any, between the way in which the
matter to be discussed would affect such
Director,
Supervisor
or
senior
management
officer in his or her capacity as a shareholder and
the way in which such matter would affect other
shareholders of the same class;
Original Articles Amended articles Basis of Amendments
(5) the notice shall contain the full text of any
special resolution proposed to be passed at the
meeting;
(6) the notice shall specify the time and place for
lodging a power of attorney for voting by proxy;
(7) containing conspicuously a statement that all
shareholders have the right to attend and vote at
the general meeting either in person or by proxy
in writing, and that such proxy need not be a
shareholder of the Company;
(8) the date of record for shareholders entitled to
attend the general meeting;
(9) the name and telephone number of a contact
person for the meeting; and
(10) the time and procedure for voting online or
through other means.
There shall be not more than 7 business days
between the date of record and the date of the
general meeting. The date of record shall not be
changed once determined.
Original Articles Amended articles Basis of Amendments
Article 17 Unless stipulated otherwise in the Due
to
the
abolishment
of
Articles of Association, the notice of the general relevant requirements such as the
meeting shall be delivered to shareholders Notice on Implementation of the
(whether or not entitled to vote thereat) by hand Mandatory Provisions of Articles
or prepaid mail at the recipient's address shown of Association of Companies that
in the register of shareholders. As for domestic List Overseas, amendment is
shareholders, the notice of the general meeting made in accordance with the
may
also
be
given
by
way
of
a
public
relevant requirements of relevant
announcement. laws, regulations and normative
documents such as the currently
The announcement referred to in the preceding effective
Rules
for
General
paragraph shall be published on the media and Meetings of Listed Companies of
Stock
Exchange
websites
that
meet
the
the
CSRC,
and
taking
into
conditions prescribed by the CSRC. Once such account the actual situation of
an announcement is made, all holders of the the Company.
domestic shares shall be deemed to have received
the relevant notice of the general meeting.
Subject to the laws, administrative regulations,
normative documents and the relevant listing
rules of the securities regulatory authority where
the Company's shares are listed and subject to
the performance of the relevant procedures, the
Company can issue the notice of the general
meeting to the holders of overseas listed foreign
shares by publications on the website of the
Company or the websites designated by The
Stock Exchange of Hong Kong Limited or
otherwise permitted by Hong Kong Listing Rules
and the Articles of Association in lieu of
delivering the relevant information to the holders
of overseas listed foreign shares by hand or by
postage prepaid mail.
Original Articles Amended articles Basis of Amendments
Article 18 Where the notice of the general Article 18 Where the notice of the general Amendment
is
made
in
meeting is not given to a shareholder that is meeting is not given to a shareholder that is accordance
with
the
relevant
entitled to receive such notice, or where such entitled to receive such notice, or where such requirements of relevant laws,
shareholder fails to receive the notice, due to any person fails to receive the notice, due to any regulations
and
normative
accidental omission, this shall not invalidate the accidental omission, the meeting or any adopted documents such as the currently
meeting
or
any
adopted
resolution
in
the
resolution
in
the
meeting
shall
not
be
effective
Guidelines
for
the
meeting. invalidated solely on that account. Articles of Association of Listed
Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 19 Where the general meeting proposes Article 19 Where the general meeting proposes Amendment
is
made
in
to consider the election of a Director or to consider the election of a Director, the notice accordance
with
the
relevant
Supervisor, the notice of the general meeting of the general meeting shall fully disclose the requirements of relevant laws,
shall fully disclose the details of Director or details of Director nominees, which shall at regulations
and
normative
Supervisor nominees, which shall at minimum minimum include the following: documents such as the currently
include the following: effective
Rules
for
General
(1) personal information, such as their education Meetings of Listed Companies of
(1) personal information, such as their education background, working experiences and concurrent the
CSRC,
and
taking
into
background, working experiences and concurrent positions, etc.; account the actual situation of
positions, etc.; the Company.
(2) whether they have a connected relationship
(2) whether they have a connected relationship with the Company or its controlling shareholder
with the Company or its controlling shareholder or de facto controller;
or de facto controller;
(3) the number of shares they hold in the
(3) the number of shares they hold in the Company;
Company;
(4) whether they have been punished by the
(4) whether they have been punished by the CSRC
or
other
related
administrative
CSRC
or
other
related
administrative
departments or been reprimanded by any stock
departments or been reprimanded by any stock exchange; and
exchange; and
(5) disclosable information in relation to the new
(5) disclosable information in relation to the new appointment, re-election or re-designation of
appointment, re-election or re-designation of Directors as required by the Hong Kong Listing
Directors or Supervisors as required by the Rules.
Hong Kong Listing Rules.
Except for the election of Directors by means of
Except
for
the
election
of
Directors
and
cumulative voting, election of each Director
Supervisors by means of cumulative voting, candidate shall be conducted by a separate
election
of
each
Director
and
Supervisor
proposal.
candidate shall be conducted by a separate
proposal.
Original Articles Amended articles Basis of Amendments
Article 20 The notice of the general meeting Amendment
is
made
in
shall specify the time and place of the meeting accordance
with
the
relevant
and determine the date of record. There shall requirements of relevant laws,
be not more than 7 business days between the regulations
and
normative
date of record and the date of the general documents such as the currently
meeting. The date of record shall not be effective
Rules
for
General
changed once determined. Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 20 Once the notice of the general Article 21 Once the notice of the general Amendment
is
made
in
meeting is issued, such meeting shall not be meeting is issued, such meeting shall not be accordance
with
the
relevant
postponed or cancelled, nor any proposal listed postponed or cancelled, nor any proposal listed requirements of relevant laws,
on the notice be canceled without a legitimate on the notice be canceled without a legitimate regulations
and
normative
reason. In the case of a postpone or cancellation, reason. In the case of a postpone or cancellation, documents such as the currently
the convener shall, at least two trading days prior the convener shall, at least two trading days prior effective
Rules
for
General
to originally scheduled date for the meeting, to originally scheduled date for the meeting, Meetings of Listed Companies of
publish the announcement and explain the publish the announcement and explain the the
CSRC,
and
taking
into
reason. reason. account the actual situation of
the Company.
CHAPTER IV CONVENING OF GENERAL CHAPTER IV CONVENING OF GENERAL Amendment
is
made
in
MEETINGS MEETINGS accordance
with
the
relevant
requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 21 The Company shall convene the Article 22 The Company shall convene the
Amendment
is
made
in
general meeting at the place of domicile of the general meeting at the place of domicile of the accordance
with
the
relevant
Company or at the place stipulated in the Articles Company or at the place stipulated in the Articles requirements of relevant laws,
of Association. of Association. regulations
and
normative
documents such as the currently
The general meeting shall be held in the venue by The general meeting shall be held in the venue effective
Rules
for
General
way of combination of physical meeting and by way of physical meeting, and shall be Meetings of Listed Companies of
online poll. The time and place of the on-site conducted in accordance with provisions of the
CSRC,
and
taking
into
meeting shall be selected to facilitate the laws, administrative regulations, the securities account the actual situation of
participation of shareholders. A shareholder who regulatory authority at the place where the the Company.
participates in a general meeting in the aforesaid Company's shares are listed, or the Articles of
means shall be deemed as being present. Association, using secure, economical, and
convenient network and other methods to
provide convenience for shareholders.
A shareholder may either attend and vote at
the general meeting(s) in person, or appoint a
proxy to attend or vote on his/her behalf
within the scope of authorization.
Article 22 The starting time of voting online or Article 23 The Company shall clearly set out Amendment
is
made
in
through other means shall not be earlier than in the notice of the general meeting(s) the time accordance
with
the
relevant
3:00 p.m. on the day before the on-site general and procedure for voting online or through requirements of relevant laws,
meeting(s), and shall not be later than 9:30 a.m. other means. regulations
and
normative
on the date of the on-site general meeting(s), its documents such as the currently
finishing time shall not be earlier than 3:00 p.m. The starting time of voting online or through effective
Rules
for
General
on the date on which the on-site general other means shall not be earlier than 3:00 p.m. on Meetings of Listed Companies of
meeting(s) concludes. the day before the on-site general meeting(s), the
CSRC,
and
taking
into
and shall not be later than 9:30 a.m. on the date account the actual situation of
of the on-site general meeting(s), its finishing the Company.
time shall not be earlier than 3:00 p.m. on the
date on which the on-site general meeting(s)
concludes.
Article 23 The Board and other conveners shall Article 24 The Board and other conveners shall Amendment
is
made
in
take necessary measures to ensure the normal take necessary measures to ensure the normal accordance
with
the
relevant
order of the general meeting. It/they shall take order of the general meeting. It/they shall take requirements of relevant laws,
measures to halt acts that disrupt the general measures to halt acts that disrupt the general regulations
and
normative
meeting, seek to cause trouble or infringe upon meeting, seek to cause trouble or infringe upon documents such as the currently
the lawful rights and interests of shareholders the lawful rights and interests of shareholders effective
Rules
for
General
and promptly report the same to the relevant and promptly report the same to the relevant Meetings of Listed Companies of
authorities to investigate and deal with the authorities to investigate and deal with the the
CSRC,
and
taking
into
matters. matters. account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 24 The shareholder that has the right to Article 25 All the shareholders, or their Amendment
is
made
in
attend and vote at the general meeting shall be proxies,
appearing
on
the
register
of
accordance
with
the
relevant
entitled to appoint one or more persons (who shareholders as of the record date shall be requirements of relevant laws,
need not be shareholders) as his or her proxy to entitled to attend the general meeting(s) and regulations
and
normative
attend and vote at the meeting on his or her the Company and the persons convening the documents such as the currently
behalf. Such proxy may exercise the following meeting may not refuse their attending for any effective
Rules
for
General
rights in accordance with his or her appointment reason. Shareholders attending the general Meetings of Listed Companies of
by the shareholder: meeting shall be entitled to one vote for each the
CSRC,
and
taking
into
share held. Shares held by the Company itself account the actual situation of
(1) speak at the meeting on behalf of the do not carry any voting rights. the Company.
shareholder;
(2) demand or join in the demand for a poll; and
(3) vote by show of hands or by poll, provided
that if the shareholder has appointed more than
one proxy, such proxy may only vote by poll.
Article 25 The shareholder shall appoint a proxy Article 26 The shareholders shall produce Amendment
is
made
in
in writing, which shall be signed by the identity cards or other valid certificates or accordance
with
the
relevant
principals or their agents appointed in writing. If proofs evidencing their identities to attend requirements of relevant laws,
the principal is a legal person, the instrument general meeting(s). The proxies shall also regulations
and
normative
shall be under the seal of the legal person or produce the shareholders' proxy forms and documents such as the currently
signed by its Director or duly authorized agent. valid personal identity documents. effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 27 When the Company convenes a Article 28 If the general meeting requires the Amendment
is
made
in
general meeting, all Directors, Supervisors and Directors or senior management officers to accordance
with
the
relevant
secretary to the Board shall attend, and the Chief attend the meeting, the Directors or senior requirements of relevant laws,
Executive Officer and other senior management management officers shall do so and shall face regulations
and
normative
officers shall attend the meeting as non-voting the shareholders' inquiries. documents such as the currently
participants. effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 29 At the annual general meeting, the Article 30 At the annual general meeting, the Amendment
is
made
in
Board and the Supervisory Committee shall Board shall report on its work over the accordance
with
the
relevant
report on their work over the previous year, and previous year, and each independent Director requirements of relevant laws,
disclose the implementation of duties of the shall give a report on the performance of his regulations
and
normative
Directors and Supervisors in the annual report, or her duties. documents such as the currently
including the number of presence of Directors effective
Rules
for
General
and Supervisors at the Board meetings and the Meetings of Listed Companies of
meetings of the Supervisory Committee, the the
CSRC,
and
taking
into
voting results and others. Each independent account the actual situation of
Director shall give a report on the performance the Company.
of his or her duties.
Article 30 The Directors, Supervisors and Article 31 The Directors and senior management Amendment
is
made
in
senior management officers shall answer and officers shall answer and explain inquiries made accordance
with
the
relevant
explain inquiries made by shareholders at the by shareholders at the general meeting. requirements of relevant laws,
general meeting. regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 32 Shareholders should abstain from Article 33 Shareholders should abstain from Amendment
is
made
in
voting should they be connected with the subject voting should they be connected with the subject accordance
with
the
relevant
of the agenda of a general meeting and the voting of the agenda of a general meeting and the voting requirements of relevant laws,
shares held by them shall not be counted in the shares held by them shall not be counted in the regulations
and
normative
total number of voting shares represented by total number of voting shares represented by documents such as the currently
shareholders attending a general meeting. shareholders attending a general meeting. effective
Rules
for
General
When material issues affecting the interests of When material issues affecting the interests of Meetings of Listed Companies of
the
CSRC,
and
taking
into
minority shareholders are considered at a general minority shareholders are considered at a general account the actual situation of
meeting, the votes of minority shareholders shall meeting, the votes of minority shareholders shall the Company.
be
counted
separately.
The
separate
votes
be
counted
separately.
The
separate
votes
counting results shall be disclosed publicly in a counting results shall be disclosed publicly in a
timely manner. timely manner.
The Company's shares which are also held by The Company's shares which are also held by
itself do not carry any voting rights, and shall not itself do not carry any voting rights, and shall not
be counted in the total number of voting shares be counted in the total number of voting shares
represented by shareholders attending a general represented by shareholders attending a general
meeting. meeting.
Original Articles Amended articles Basis of Amendments
If a shareholder buys voting shares of the
Company in violation of the provisions of Article
63 (1) and (2) of the Securities Law, such shares
in excess of the prescribed proportion shall not
be entitled to exercise voting rights for a period
of thirty-six months after the purchase, and shall
not be counted in the total number of voting
shares represented by shareholders attending a
general meeting.
If a shareholder buys voting shares of the
Company in violation of the provisions of Article
63 (1) and (2) of the Securities Law, such shares
in excess of the prescribed proportion shall not
be entitled to exercise voting rights for a period
of thirty-six months after the purchase, and shall
not be counted in the total number of voting
shares represented by shareholders attending a
general meeting.
The Board, independent directors, shareholders
holding 1% or more of the voting shares or
investor
protection
institutions
established
pursuant to laws, administrative regulations or
the
provisions
of
the
securities
regulatory
authorities of the State Council, may act as proxy
solicitors,
by
themselves
or
through
their
appointed securities companies or securities
service
institutions,
to
publicly
invite
the
shareholders of the Company to entrust them to
attend the general meeting and exercise the rights
of shareholders such as to propose and vote on
resolutions, on their behalf.
The Board, independent directors, shareholders
holding 1% or more of the voting shares or
investor
protection
institutions
established
pursuant to laws, administrative regulations or
the
provisions
of
the
securities
regulatory
authorities of the State Council, may act as proxy
solicitors,
by
themselves
or
through
their
appointed securities companies or securities
service
institutions,
to
publicly
invite
the
shareholders of the Company to entrust them to
attend the general meeting and exercise the rights
of shareholders such as to propose and vote on
resolutions, on their behalf.
Where the rights of shareholders are solicited in
accordance with the provisions of the preceding
paragraph, the solicitors shall disclose the
solicitation documents, and the Company shall
cooperate.
Where the rights of shareholders are solicited in
accordance with the provisions of the preceding
paragraph, the solicitors shall disclose the
solicitation documents, and the Company shall
cooperate.
Information including specific voting preference
shall be fully provided to the shareholders from
whom
voting
rights
are
being
solicited.
Consideration or de facto consideration for
publicly
soliciting
shareholders'
rights
is
prohibited. Except for statutory conditions, the
Company and the convener of the general
meeting
shall
not
impose
any
minimum
shareholding limitation for soliciting voting
rights.
Information including specific voting preference
shall be fully provided to the shareholders from
whom
voting
rights
are
being
solicited.
Consideration or de facto consideration for
publicly
soliciting
shareholders'
rights
is
prohibited. Except for statutory conditions, the
Company and the convener of the general
meeting
shall
not
impose
any
minimum
shareholding limitation for soliciting voting
rights.
Any public solicitation of shareholders' rights in
violation of the laws, administrative regulations
or relevant provisions of the securities regulatory
authorities of the State Council, which causes the
Company or the shareholders of the Company to
suffer losses, shall be liable for compensation in
accordance with the laws.
Any public solicitation of shareholders' rights in
violation of the laws, administrative regulations
or relevant provisions of the securities regulatory
authorities of the State Council, which causes the
Company or the shareholders of the Company to
suffer losses, shall be liable for compensation in
accordance with the laws.
Original Articles Amended articles Basis of Amendments
Article 33 Unless a poll is required pursuant to Due
to
the
abolishment
of
the rules of the local securities regulatory relevant requirements such as the
authority at the place where the stock of the Notice on Implementation of the
Company is listed, or any of the following Mandatory Provisions of Articles
persons requests a poll before or after voting by of Association of Companies that
hand, votes at the general meeting shall be taken List Overseas, amendment is
by show of hands: made in accordance with the
relevant requirements of relevant
(1) the chairman of the meeting; laws, regulations and normative
documents such as the currently
(2) at least two shareholders with voting rights or effective
Rules
for
General
proxies with voting rights; and Meetings of Listed Companies of
the
CSRC,
and
taking
into
(3) one or several shareholders (including their account the actual situation of
proxies) that hold, individually or collectively, the Company.
more than one-tenth (inclusive) of the shares
carrying the right to vote at the meeting.
Unless a poll is requested, the chairman of the
meeting may declare the result of voting by show
of hands, and whether the proposal concerned
has been passed or not, and have the information
included in the minutes of the meeting as the
final evidence, without proving the number or
percentage of votes in favor or against the
proposal concerned.
The demand for a poll may be withdrawn by the
person who made it.
Original Articles Amended articles Basis of Amendments
Article 34 If the matter demanded a poll is the Due
to
the
abolishment
of
election of the chairman or the adjournment of relevant requirements such as the
the meeting, a poll shall be taken immediately. If Notice on Implementation of the
a poll is demanded for other matters, such poll Mandatory Provisions of Articles
shall be taken at the time decided upon by the of Association of Companies that
chairman and the meeting may proceed with the List Overseas, amendment is
discussion of other matters; the result of the poll made in accordance with the
shall still be regarded as a resolution passed at relevant requirements of relevant
that meeting. laws, regulations and normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 35 When a poll is held, shareholders Due
to
the
abolishment
of
(including proxies) having the right to two or relevant requirements such as the
more votes need not use all of their voting rights Notice on Implementation of the
in the same way as "for", "against" or "abstain". Mandatory Provisions of Articles
of Association of Companies that
If votes for and against a resolution are equal, List Overseas, amendment is
either by show of hands or by poll, the chairman made in accordance with the
shall be entitled to give an additional vote. relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 36 The chairman of the general meeting
shall decide whether any resolution of the
meeting is approved according to the voting
result. The decision shall be final, and the voting
result shall be announced at the meeting and
recorded in the minutes of the meeting.
Due
to
the
abolishment
of
relevant requirements such as the
Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies that
List Overseas, amendment is
made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 37 If the sole shareholder of the
Company and its person acting in concert hold
more than 30% shares of the Company, or for
resolutions in respect of the election of more than
two Directors (not being staff representatives)
and
Supervisors
(not
being
staff
representatives), cumulative voting system shall
be adopted at the general meeting pursuant to the
Articles of Association or the resolution of the
general meeting.
The "cumulative voting system" as referred to in
the preceding paragraph means that when a
general meeting elects Directors or Supervisors,
each share carries a number of voting rights
equivalent to the number of Directors
or
Supervisors to be elected, and a shareholder
may cluster his or her voting rights.
Article 34 If the sole shareholder of the
Company and its person acting in concert hold
more than 30% shares of the Company, or for
resolutions in respect of the election of more than
two Directors (not being staff representatives),
cumulative voting system shall be adopted at the
general meeting pursuant to the Articles of
Association or the resolution of the general
meeting.
The "cumulative voting system" as referred to in
the preceding paragraph means that when a
general meeting elects Directors, each share
carries a number of voting rights equivalent to
the number of Directors to be elected, and a
shareholder may cluster his or her voting rights.
Amendment
is
made
in
accordance
with
the
relevant
requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 38 In addition to the cumulative voting
system, the general meeting shall resolve on all
the proposals separately. In the event of several
proposals for the same issue, such proposals
shall be voted on and resolved in the order of
time at which they are submitted. Unless the
general meeting is adjourned or no resolution can
be made for special reasons such as force
majeure, voting of such proposals shall neither
be put aside nor denied at the general meeting.
Article 35 In addition to the cumulative voting
system, the general meeting shall resolve on all
the proposals separately. In the event of several
proposals for the same issue, such proposals
shall be voted on and resolved in the order of
time at which they are submitted. Unless the
general meeting is adjourned or no resolution can
be made for special reasons such as force
majeure, voting of such proposals shall neither
be put aside nor denied at the general meeting.
Amendment
is
made
in
accordance
with
the
relevant
requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 39 When considering a proposal, the
general meeting shall not revise it; otherwise,
such amendments shall be deemed as a new
proposal and may not be voted on during the
current meeting.
Article 36 When considering a proposal, the
general meeting shall not revise it; if there are
any amendments, such amendments shall be
deemed as a new proposal and may not be voted
on during the current meeting.
Amendment
is
made
in
accordance
with
the
relevant
requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 41 A shareholder attending a general
meeting shall express one of the following
opinions on any proposal to be voted on: for,
against or abstention. Save for the circumstance
under which the securities registration and
settlement institution acting as the nominal
holder of Shares under the Stock Connect
between Mainland and Hong Kong and the
nominal holder of some H Shares and the
depositary of global depositary receipts (the
"Depositary") acting as the nominal holder of A
Shares, the underlying securities represented by
global depositary receipts, make reporting in
accordance with the instruction of the de facto
holders of relevant shares.
Article 38 A shareholder attending a general
meeting shall express one of the following
opinions on any proposal to be voted on: for,
against or abstention. Save for the circumstance
under which the securities registration and
settlement institution acting as the nominal
holder of Shares under the Stock Connect
between Mainland and Hong Kong and the
nominal holder of some H Shares and the
depositary of global depositary receipts (the
"Depositary") acting as the nominal holder of A
Shares, the underlying securities represented by
global depositary receipts, make reporting in
accordance with the instruction of the de facto
holders of relevant shares.
Amendment
is
made
in
accordance
with
the
relevant
requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
If a poll is blank, marked erroneously, illegible
or has not been cast, the voter shall be deemed to
have waived his or her right to vote and the
voting results for the number of shares that he or
she holds shall be recorded as "abstained".
Where any shareholder is, under the Hong Kong
Listing Rules, required to abstain from voting on
If a poll is blank, marked erroneously, illegible
or has not been cast, the voter shall be deemed to
have waived his or her right to vote and the
voting results for the number of shares that he or
she holds shall be recorded as "abstained".
Where any shareholder is, under the Hong Kong
Listing Rules, required to abstain from voting on
any particular resolution or restricted to voting
only in favor of (or only against) any particular
resolution, any votes cast by or on behalf of such
shareholder in violation of such requirement or
restriction shall not be counted.
any particular resolution or restricted to voting
only in favor of (or only against) any particular
resolution, any votes cast by or on behalf of such
shareholder in violation of such requirement or
restriction shall not be counted.
Original Articles Amended articles Basis of Amendments
Article 42 Before the general meeting votes on a Article 39 Before the general meeting votes on a Amendment
is
made
in
proposal, two shareholders' representatives shall proposal, two shareholders' representatives shall accordance
with
the
relevant
be elected to participate in the vote counting and be elected to participate in the vote counting and requirements of relevant laws,
vote scrutiny. When a shareholder is related to a vote scrutiny. When a shareholder is related to a regulations
and
normative
matter being considered, he or she and his or her matter being considered, he or she and his or her documents such as the currently
proxies may not participate in the vote counting proxies may not participate in the vote counting effective
Rules
for
General
or vote scrutiny. or vote scrutiny. Meetings of Listed Companies of
the
CSRC,
and
taking
into
When votes are cast on proposals at the general When votes are cast on proposals at the general account the actual situation of
meeting,
attorneys,
representatives
of
the
meeting, attorneys and representatives of the the Company.
shareholders
and
the
representative
of
shareholders shall be jointly responsible for
Supervisors shall be jointly responsible for scrutinizing
and
counting
votes
and
shall
scrutinizing and counting votes. announce the voting results at the meeting.
Shareholders of the Company or their proxies, Shareholders of the Company or their proxies,
who have cast their votes by online voting or by who have cast their votes by online voting or by
other means, shall have the right to check the other means, shall have the right to check the
voting results in the way in which they have cast voting results in the way in which they have cast
their votes. their votes.
Article 43 The ending time of an on-site general Article 40 The ending time of an on-site general Amendment
is
made
in
meeting shall not be earlier than that of online or meeting shall not be earlier than that of online or accordance
with
the
relevant
other access to the meeting. The chairman of the other access to the meeting. The chairman of the requirements of relevant laws,
meeting shall announce at the site of the meeting meeting shall announce at the site of the meeting regulations
and
normative
the outcome and results of the vote on each the outcome and results of the vote on each documents such as the currently
proposed resolution, and whether or not such proposed resolution, and whether or not such effective
Rules
for
General
proposed resolution has been passed according to proposed resolution has been passed according to Meetings of Listed Companies of
such voting results. such voting results. the
CSRC,
and
taking
into
account the actual situation of
Prior to the formal announcement of voting Prior to the formal announcement of voting the Company.
results, the relevant parties from the Company, results, the relevant parties from the Company,
the persons responsible for counting votes and the persons responsible for counting votes and
scrutinizing the conduct of the relevant poll, the
major shareholders, the person in charge of the
scrutinizing the conduct of the relevant poll, the
shareholders, the person in charge of the relevant
relevant internet service provider involved in internet service provider involved in relation to
relation to voting at the general meeting, online voting at the general meeting, online or by other
or by other means, shall be obliged to keep the
means, shall be obliged to keep the status of
Original Articles Amended articles Basis of Amendments
Article 44 The resolution of the general meeting Article 41 The resolution of the general meeting Amendment
is
made
in
shall be promptly announced. The announcement shall be promptly announced. The announcement accordance
with
the
relevant
shall state the number of attending shareholders shall state the number of attending shareholders requirements of relevant laws,
and proxies, their number of voting shares and and proxies, their number of voting shares and regulations
and
normative
their percentages to the total number of the their percentages to the total number of the documents such as the currently
voting shares in the Company, the voting method voting shares in the Company, the voting method effective
Rules
for
General
or methods, the voting result for each proposal, or methods, the voting result for each proposal, Meetings of Listed Companies of
and the details of each resolution passed in the and the details of each resolution passed in the the
CSRC,
and
taking
into
meeting. meeting. account the actual situation of
the Company.
Article 45 A shareholder shall be entitled to Due
to
the
abolishment
of
inspect copies of minutes of meeting(s) free of relevant requirements such as the
charge during office hours of the Company. Upon Notice on Implementation of the
the request of any shareholder for a copy of the Mandatory Provisions of Articles
relevant minutes of meeting, the Company shall of Association of Companies that
send out the copy of the minutes within seven List Overseas, amendment is
days of receipt of the reasonable payment made in accordance with the
therefore. relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 46 Where a proposal has not been passed Article 42 Where a proposal has not been passed Amendment
is
made
in
or the resolutions of the preceding general or the resolutions of the preceding general accordance
with
the
relevant
meeting have been changed at the current general meeting have been changed at the current general requirements of relevant laws,
meeting, special mention shall be made in the meeting, special mention shall be made in the regulations
and
normative
announcement of the resolutions of the general announcement of the resolutions of the general documents such as the currently
meeting. meeting. effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 47 Minutes shall be kept of the general Article 43 Minutes shall be kept of the general Amendment
is
made
in
meeting and the secretary to the Board shall be meeting and the secretary to the Board shall be accordance
with
the
relevant
responsible therefore. The meeting minutes shall responsible therefore. The meeting minutes shall requirements of relevant laws,
record the following particulars: record the following particulars: regulations
and
normative
documents such as the currently
(1) the time, place, agenda for, the meeting, and (1) the time, place, agenda for, the meeting, and effective
Rules
for
General
the name of the convener; the name of the convener; Meetings of Listed Companies of
the
CSRC,
and
taking
into
(2) the names of the chairman of the meeting, (2) the names of the chairman of the meeting, account the actual situation of
and
of
Directors,
Supervisors
and
senior
and of Directors and senior management the Company.
management officers in attendance or present in officers present in a non-voting capacity;
a non-voting capacity;
(3) the number of attending shareholders and
(3) the number of attending shareholders and proxies, and the total number of their voting
proxies, and the total number of their voting shares and percentages to the total shares of the
shares and percentages to the total shares of the Company;
Company;
(4) the deliberations on each proposal, the main
(4) the deliberations on each proposal, the main points of each speaker's statements in respect of
points of each speaker's statements in respect of thereof, and the voting result;
thereof, and the voting result;
(5) the queries or suggestions from shareholders,
(5) the queries or suggestions from shareholders, and the relevant replies or explanations;
and the relevant replies or explanations;
(6) the names of the attorney, vote counters and
(6) the names of the attorney, vote counters and counting Supervisors; and
counting Supervisors; and
(7) other information to be entered into the
(7) other information to be entered into the
minutes pursuant to the Articles of Association.
minutes pursuant to the Articles of Association.
The minutes shall be signed by attending or
The minutes shall be signed by attending presenting Directors, the secretary to the Board,
Directors, Supervisors, the secretary to the the convener or his or her representative, and the
Board, the convener or his or her representative, chairman of the meeting, and it is ensured that
and the chairman of the meeting, and it is the content of the minutes of the meeting is true,
ensured that the content of the minutes of the accurate and complete. The minutes shall be kept
meeting is true, accurate and complete. The for not less than 15 years, together with the book
minutes shall be kept for not less than 15 years, of signatures of the attending shareholders, the
together with the book of signatures of the power of attorney for shareholders that attend the
attending shareholders, the power of attorney for meeting by proxy, and effective information
shareholders that attend the meeting by proxy, concerning voting online or by other means.
and effective information concerning voting
online or by other means.
Original Articles Amended articles Basis of Amendments
Article 48 The convener shall ensure that the Article 44 The convener shall ensure that the Amendment
is
made
in
general meeting continues until a final resolution general meeting continues until a final resolution accordance
with
the
relevant
is reached. Where the general meeting is is reached. Where the general meeting is requirements of relevant laws,
interrupted or fails to reach a resolution due to interrupted or fails to reach a resolution due to regulations
and
normative
force majeure or any other exceptional cause, the force majeure or any other exceptional cause, the documents such as the currently
convener shall take necessary actions to restore convener shall take necessary actions to restore effective
Rules
for
General
the meeting as soon as practicable, or terminate the meeting as soon as practicable, or terminate Meetings of Listed Companies of
the
meeting
immediately
with
a
timely
the
meeting
immediately
with
a
timely
the
CSRC,
and
taking
into
publication,
in
which
circumstances,
the
publication,
in
which
circumstances,
the
account the actual situation of
convener shall report it to the local CSRC agency convener shall report it to the local CSRC agency the Company.
where the Company is located and the Stock where the Company is located and the Stock
Exchange. Exchange.
Article 49 Where a resolution on the election of Article 45 Where a resolution on the election of Amendment
is
made
in
Directors or Supervisors is passed at the general Directors is passed at the general meeting, the accordance
with
the
relevant
meeting,
the
newly-elected
Director
or
newly-elected Director shall take office in requirements of relevant laws,
Supervisor shall take office in accordance with accordance with the provisions of the Articles of regulations
and
normative
the provisions of the Articles of Association. Association. documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 50 Where a proposed resolution in Article 46 Where a proposed resolution in Amendment
is
made
in
relation to the payment of cash dividends, the relation to the payment of cash dividends, the accordance
with
the
relevant
issue of bonus shares or the capitalization of issue of bonus shares or the capitalization of requirements of relevant laws,
capital reserves has been passed at a general capital reserves has been passed at a general regulations
and
normative
meeting, the Company shall implement the meeting, the Company shall implement the documents such as the currently
specific plans within two months after the specific plans within two months after the effective
Rules
for
General
conclusion of the general meeting. conclusion of the general meeting. Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 51 Any resolution of the general meeting
of the Company in violation of the laws and
administrative regulations shall be void.
Article 47 Any resolution of the general meeting
of the Company in violation of the laws and
administrative regulations shall be void.
Amendment
is
made
in
accordance
with
the
relevant
requirements of relevant laws,
regulations
and
normative
The controlling shareholder(s) or the de facto
controller(s) of the Company shall neither
restrict nor impede minority shareholders from
exercising their voting rights in accordance with
the law, nor harm the legitimate interests of the
Company and its minority shareholders.
The controlling shareholder(s) or the de facto
controller(s) of the Company shall neither
restrict nor impede minority shareholders from
exercising their voting rights in accordance with
the law, nor harm the legitimate interests of the
Company and its minority shareholders.
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
If the convening procedure or voting method of a
general meeting violates any law, administrative
regulation or the Articles of Association, or the
contents of a resolution breaches the Articles of
Association, the shareholder may petition a court
to revoke such resolution within 60 days from the
date on which the resolution is approved.
If the convening procedure or voting method of a
general meeting violates any law, administrative
regulation or the Articles of Association, or the
contents of a resolution breaches the Articles of
Association, the shareholder may petition a court
to revoke such resolution within 60 days from the
date on which the resolution is approved.
However, this shall not apply when there are
only
minor
defects
in
the
convening
procedures or voting method of the general
meeting, which do not materially affect the
resolution.
Where the Board, shareholders and other
stakeholders dispute the matters such as the
qualifications of the convener, the convening
procedures, the legality of the proposal and
the validity of a resolution of the general
meeting, they shall promptly file a lawsuit
with the people's court. Before the people's
court makes a judgement or ruling such as a
revocation of the resolution, the stakeholders
shall execute the resolution of the general
meeting. The Company, Directors and senior
management officer shall perform their duties
diligently and implement the resolution of the
general meeting in a timely manner to ensure
the normal operation of the Company.
Where the people's court makes a judgement
or ruling on a relevant matter, the Company
shall fulfil its obligation to disclose the
information in accordance with the laws,
administrative regulations, requirements of
the CSRC and the Stock Exchange, fully
explain the impact, and actively cooperate
with the enforcement of the judgement or
ruling after it has come into effect. Where
corrections to prior events are involved, they
shall be handled in a timely manner and the
corresponding
information
disclosure
obligations shall be fulfilled.
Original Articles Amended articles Basis of Amendments
CHAPTER V SPECIAL PROCEDURES FOR Due
to
the
abolishment
of
VOTING
BY
CLASSES
OF
relevant requirements such as the
SHAREHOLDERS Notice on Implementation of the
Mandatory Provisions of Articles
of Association of Companies that
List Overseas, amendment is
made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 52 Shareholders holding different classes Due
to
the
abolishment
of
of shares shall be shareholders of different relevant requirements such as the
classes. Notice on Implementation of the
Mandatory Provisions of Articles
Shareholders of different classes shall enjoy the of Association of Companies that
rights and assume the obligations in accordance List Overseas, amendment is
with the laws, administrative regulations and the made in accordance with the
Articles of Association. relevant requirements of relevant
laws, regulations and normative
Apart from holders of other classes of shares, documents such as the currently
holders of domestic shares and overseas listed effective
Rules
for
General
foreign shares are deemed to be shareholders of Meetings of Listed Companies of
different classes. the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 53 The Company shall not proceed to

Due
to
the
abolishment
of
change or abrogate the shareholders' rights of a
relevant requirements such as the
class of shares unless such proposed change or
Notice on Implementation of the
abrogation has been approved by way of a
Mandatory Provisions of Articles
special resolution at a general meeting and by a
of Association of Companies that
separate shareholder meeting convened by the
List Overseas, amendment is
shareholders of the class of shares so affected in
made in accordance with the
accordance with Articles 55 to 59.
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 54 The following circumstances shall be

Due
to
the
abolishment
of
deemed as change or annulment of the rights of
relevant requirements such as the
a certain class shareholder:
Notice on Implementation of the
Mandatory Provisions of Articles
(1) to increase or decrease the number of shares
of Association of Companies that
of such class, or to increase or decrease the
List Overseas, amendment is
number of shares of a class having voting rights,
made in accordance with the
distribution rights or other privileges equal or
relevant requirements of relevant
superior to those of the shares of such class;
laws, regulations and normative
documents such as the currently
(2) to convert all or part of the shares of such
effective
Rules
for
General
class into shares of another class, or to convert
Meetings of Listed Companies of
all or part of the shares of another class into
the
CSRC,
and
taking
into
shares of such class or the grant of the right to
account the actual situation of
such change;
the Company.
(3) to remove or reduce of rights to accrued
dividends or cumulative dividends attached to
shares of such class;
(4) to reduce or cancel rights attached to the
shares of the said class to preferentially receive
dividends
or
to
preferentially
receive
distributions of assets in a liquidation of the
Company;
Original Articles Amended articles Basis of Amendments
Original Articles Amended articles Basis of Amendments
(5) to add, cancel or reduce share conversion
rights, options, voting rights, transfer rights,
pre-emptive placing rights, or rights to acquire
securities of the Company attached to the shares
of the said class;
(6) to cancel or reduce rights to receive payments
made by the Company in a particular currency
attached to the shares of the said class;
(7) to create a new class of shares with voting
rights, distribution rights or other privileges
equal or superior to those of the shares of the said
class;
(8) to restrict the transfer or ownership of the
shares of the said class or to impose additional
restrictions;
(9) to issue rights to subscribe for, or to convert
into, shares of the said class or another class;
(10) to increase the rights and privileges of the
shares of another class;
(11) to restructure the Company in such a way as
to cause shareholders of different classes to bear
liabilities
disproportionately
during
the
restructuring;
(12) to amend or delete provisions in this
chapter.
Original Articles
Amended articles
Basis of Amendments
Article 55 Shareholders of the affected class,

Due
to
the
abolishment
of
whether or not having the rights to vote at
relevant requirements such as the
general meetings originally, shall have the right
Notice on Implementation of the
to vote at shareholders class meetings in respect
Mandatory Provisions of Articles
of matters referred to in subparagraphs (2) to (8)
of Association of Companies that
and (11) to (12) in Article 54, except that
List Overseas, amendment is
interested shareholders shall not vote at such
made in accordance with the
shareholders class meetings.
relevant requirements of relevant
laws, regulations and normative
The
term
"interested
shareholders"
in
the
documents such as the currently
preceding paragraph shall have the following
effective
Rules
for
General
meanings:
Meetings of Listed Companies of
the
CSRC,
and
taking
into
(1) in case of a buyback of shares by the
account the actual situation of
Company by way of a general offer to all
the Company.
shareholders in equal proportion or by way of
open market transactions on a stock exchange in
accordance with the Articles of Association, the
controlling
shareholders
as
defined
in
the
Articles of Association shall be the "interested
shareholders";
(2) in case of a buyback of shares by the
Company by an over-the-counter agreement in
accordance with the Articles of Association,
holders of shares in relation to such agreement
shall be the "interested shareholders";
(3) in case of a proposed restructuring of the
Company, shareholders who assume a relatively
lower
proportion
of
obligation
than
the
obligations imposed on the other shareholders of
that class or who have an interest in the proposed
restructuring that is different from the general
interests in such proposed restructuring of the
other shareholders of that class shall be the
"interested shareholders".
Original Articles Amended articles Basis of Amendments
Article 56 Resolution of a shareholders class Due
to
the
abolishment
of
meeting shall be passed only by two-thirds or relevant requirements such as the
above of the total voting rights being held by the Notice on Implementation of the
shareholders of that class, who are entitled to do Mandatory Provisions of Articles
so, present and vote at the shareholders class of Association of Companies that
meeting in accordance with Article 55. List Overseas, amendment is
made in accordance with the
relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 57 When the Company is to convene a Due
to
the
abolishment
of
shareholders' class meeting, it shall issue a relevant requirements such as the
written notice in accordance with Article 15, Notice on Implementation of the
informing all the shareholders who are registered Mandatory Provisions of Articles
as holders of that class in the register of of Association of Companies that
shareholders of the matters to be considered at List Overseas, amendment is
the meeting as well as the date and place of the made in accordance with the
meeting. relevant requirements of relevant
laws, regulations and normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 58 Notice of the shareholders class Due
to
the
abolishment
of
meeting shall be served only on the shareholders relevant requirements such as the
entitled to vote thereat. Notice on Implementation of the
Mandatory Provisions of Articles
The shareholders class meeting shall be held of Association of Companies that
according
to
the
procedure,
to
the
extent
List Overseas, amendment is
possible, as that applicable to a general meeting, made in accordance with the
unless otherwise specified in the Articles of relevant requirements of relevant
Association, the provisions of the Articles of laws, regulations and normative
Association relevant to the procedure for the documents such as the currently
holding of a general meeting shall be applicable effective
Rules
for
General
to a shareholders class meeting. Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 59 The special procedure for voting by Due
to
the
abolishment
of
class shareholders shall not apply under the relevant requirements such as the
following circumstances: Notice on Implementation of the
Mandatory Provisions of Articles
(1) with approval by a special resolution at a of Association of Companies that
general meeting, the Company issues domestic List Overseas, amendment is
shares and overseas listed foreign shares in a made in accordance with the
period of 12 months, either separately or relevant requirements of relevant
concurrently, and the respective numbers of laws, regulations and normative
domestic shares and overseas listed foreign documents such as the currently
shares proposed to be issued do not exceed 20% effective
Rules
for
General
of its respective numbers of each of the issued Meetings of Listed Companies of
and outstanding domestic shares and overseas the
CSRC,
and
taking
into
listed foreign shares; account the actual situation of
the Company.
(2) the Company completes the issue of domestic
shares and overseas listed foreign shares within
15 months from the date of approval pursuant to
the plan approved upon its establishment by the
securities regulatory authority of the State
Council;
(3) with approval of the securities regulatory
authority of the State Council, the holders of
domestic shares of the Company transfer their
shares to overseas investors and list and trade the
said shares on overseas stock exchanges.
Original Articles Amended articles Basis of Amendments
CHAPTER
VI
AGENDA
OF
GENERAL
CHAPTER V AGENDA AND RESOLUTIONS Amendment
is
made
in
MEETINGS OF GENERAL MEETINGS accordance
with
the
relevant
requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 60 Resolutions of an annual general Article 48 Resolutions of an annual general Amendment
is
made
in
meeting and extraordinary general meeting shall meeting and extraordinary general meeting shall accordance
with
the
relevant
be determined by the Board at a Board meeting be determined by the Board at a Board meeting requirements of relevant laws,
convened prior to the date of the general meeting convened prior to the date of the general meeting regulations
and
normative
and shall be notified to the shareholders of the and shall be notified to the shareholders of the documents such as the currently
Company in writing. The Board shall determine Company in the form of an announcement. The effective
Rules
for
General
the subject of discussion based on the resolutions Board shall determine the subject of discussion Meetings of Listed Companies of
that shall be submitted to the general meeting for based on the resolutions that shall be submitted the
CSRC,
and
taking
into
consideration and approval in accordance with to the general meeting for consideration and account the actual situation of
the Articles of Association and these Rules and approval in accordance with the Articles of the Company.
the proposals submitted by shareholders in Association and these Rules and the proposals
accordance with the laws. submitted by shareholders in accordance with the
laws.
Article 61 The Board of the Company shall act in Article 49 The Board of the Company shall act in Amendment
is
made
in
the best interests of the Company and its the best interests of the Company and its accordance
with
the
relevant
shareholders and shall examine the motions to shareholders and shall examine the motions to requirements of relevant laws,
the general meeting in accordance with the the general meeting in accordance with the regulations
and
normative
provisions of the Articles of Association. provisions of the Articles of Association. documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 62 Motion in respect of investment, Article 50 Resolutions of the general meeting Due to the abolishment of the
disposal of assets and acquisition and merger include
ordinary
resolutions
or
special
Normative Opinions on General
shall fully state the details of the matter, include resolutions. Meetings of Listed Companies,
the amount involved, consideration (or the amendment
is
made
in
method of calculation), the book value of the Ordinary resolution at a general meeting shall accordance
with
the
relevant
asset, the influence on the Company, the status of be passed by one half or above of the voting requirements of relevant laws,
approval, whether a related-party transaction is rights held by shareholders (including their regulations
and
normative
involved etc. If asset valuation, audit or the proxies) attending the general meeting. documents such as the currently
report to be issued by an independent financial effective
Guidelines
for
the
adviser are required pursuant to the relevant Special resolution at a general meeting shall Articles of Association of Listed
regulation, the Board shall publish the asset be passed by two-thirds or above of the voting Companies and the Rules for
valuation, audit results or the report issued by the rights held by shareholders (including their General
Meetings
of
Listed
independent financial adviser at least 5 working proxies) attending the general meeting. Companies of the CSRC, and
days before the convention of a general meeting. taking into account the actual
situation of the Company.
Article 63 Where the Board raises any proposal Article 51 The following matters shall be Due to the abolishment of the
to change the use of proceeds, it shall state in the passed by ordinary resolutions of the general Normative Opinions on General
notice of general meeting the reason for the meeting: Meetings of Listed Companies,
change, an overview of the new project and the amendment
is
made
in
influence on the future of the Company. (1) the work report of the Board; accordance
with
the
relevant
requirements of relevant laws,
(2) the profit distribution plan and plans for regulations
and
normative
making up losses drafted by the Board; documents such as the currently
effective
Guidelines
for
the
(3) the appointment or dismissal and the Articles of Association of Listed
remuneration of the members of the Board Companies and the Rules for
and
the
method
of
payment
of
the
General
Meetings
of
Listed
remuneration; Companies of the CSRC, and
taking into account the actual
(4) matters other than those to be passed by a situation of the Company.
special resolution of the general meeting
under
relevant
laws,
administrative
regulations and the Articles of Association.
Original Articles Amended articles Basis of Amendments
Article 64 Matters in relation to initial issuance Article 52 The following matters shall be Due to the abolishment of the
of shares, additional issuance of shares and passed by special resolutions of the general Normative Opinions on General
allotment of shares etc. that are required to be meeting: Meetings of Listed Companies,
submitted to the CSRC for approval shall be put amendment
is
made
in
as special motion. (1) the increase or reduction of the registered accordance
with
the
relevant
capital by the Company; requirements of relevant laws,
regulations
and
normative
(2) the division, spin-off, merger, change in the documents such as the currently
form
of
the
Company,
dissolution
or
effective
Guidelines
for
the
liquidation of the Company; Articles of Association of Listed
Companies and the Rules for
(3)
any
amendment
to
the
Articles
of
General
Meetings
of
Listed
Association; Companies of the CSRC, and
taking into account the actual
(4) the amount of purchase or sale by the situation of the Company.
Company within one year of material asset(s)
or
guarantee
provided
to
other
parties
exceeding, alone or in aggregation, 30% of the
audited total assets of the Company as at the
most recent period;
(5) any share incentive scheme; and
(6) other matters which laws, administrative
regulations or the Articles of Association
require to be adopted by special resolution or
which the general meeting considers will have
a material impact on the Company and
therefore require, by an ordinary resolution,
to be adopted by special resolution.
Original Articles Amended articles Basis of Amendments
Article 65 Having considered and approved the Article 53 Having considered and approved the Due to the abolishment of the
annual report, the Board shall resolve on the annual report, the Board shall resolve on the Normative Opinions on General
profit distribution plan and submit it to the profit distribution plan and submit it to the Meetings of Listed Companies,
annual general meeting. When suggesting the annual general meeting. When suggesting the amendment
is
made
in
transfer from the statutory surplus reserve fund transfer from the statutory surplus reserve fund accordance
with
the
relevant
to share capital, the Board shall provide details to share capital, the Board shall provide details requirements of relevant laws,
of the reasons for such transfer and disclose them of the reasons for such transfer and disclose them regulations
and
normative
by way of announcement. When announcing the by way of announcement. When announcing the documents such as the currently
proposal of bonus issue or any such transfer, the proposal of bonus issue or any such transfer, the effective
Guidelines
for
the
Board shall disclose the comparison of earnings Board shall disclose the comparison of earnings Articles of Association of Listed
per share and the net asset per share before and per share and the net asset per share before and Companies,
the
Rules
for
after such bonus issue or transfer, and also the after such bonus issue or transfer, and also the General
Meetings
of
Listed
effect on the future development of the Company effect on the future development of the Company Companies
and
the
Listed
thereof. thereof. Company Regulatory Guideline
No. 3 – Cash Dividends of Listed
When the Company convenes an annual Companies of the CSRC, and
general meeting to review the annual profit taking into account the actual
distribution
plan,
it
may
deliberate
and
situation of the Company.
approve the conditions, maximum proportion
and
maximum
amount
for
interim
cash
dividends in the following year. The upper
limit of the interim dividends for the following
year as deliberated at the annual general
meeting
shall
not
exceed
the
net
profit
attributable to shareholders of the listed
company during the corresponding period.
According to the resolution of the general
meeting, the Board shall formulate a specific
interim dividend proposal provided that the
conditions for the profit distribution are met.
Original Articles Amended articles Basis of Amendments
Article 66 The appointment of accounting firm Article 54 The appointment and dismissal of Due to the abolishment of the
shall be proposed by the Board. In the event that accounting firm by the Company shall be Notice on Implementation of the
the Board proposes to dismiss or not to re subject to the approval of general meetings. Mandatory Provisions of Articles
appoint the accounting firm, prior notice shall be The Board may not appoint accounting firm of Association of Companies that
given to the accounting firm concerned and the before the approval of the general meeting. List Overseas and the Normative
Board shall explain the reasons thereof to the Opinions on General Meetings of
general meeting. The relevant accounting firm If the Company removes or no longer re Listed Companies, amendment is
shall be entitled to give its opinion at the general appoints the accounting firm, it shall notify made in accordance with the
meeting. such accounting firm thirty days in advance. relevant requirements of relevant
When shareholders vote for the removal of laws, regulations and normative
In the event that the Board dismisses the such accounting firm, such accounting firm documents such as the currently
accounting firm due to proper reasons during the shall be entitled to state its opinions at the effective
Guidelines
for
the
period when the general meeting is not in general meeting. Articles of Association of Listed
session, it may appoint other accounting firm as Companies and the Rules for
a temporary replacement provided that such Where the accounting firm resigns its office, it General
Meetings
of
Listed
appointment shall be ratified and approved at the shall make clear to the general meeting Companies of the CSRC, and
coming general meeting. whether or not there are irregularities in the taking into account the actual
Company. situation of the Company.
Where the accounting firm resigns its office, the
Board shall state the reasons for such resignation
at the coming general meeting. The resigned
accounting firm shall make clear to the general
meeting, either in writing or by sending a
representative to attend the general meeting,
whether or not there are irregularities in the
Company.
Original Articles Amended articles Basis of Amendments
Article 67 The list of candidates for non Article 55 The list of candidates for non Amendment
is
made
in
employee representative Directors and non employee
representative
Directors
shall
be
accordance
with
the
relevant
employee representative Supervisors shall be submitted as proposals for resolution at the requirements of relevant laws,
submitted as proposals for resolution at the general
meeting.
Employee
representative
regulations
and
normative
general
meeting.
Employee
representative
Directors shall be elected by the employees' documents such as the currently
Directors
and
employee
representative
representative meeting, the employees' general effective
Guidelines
for
the
Supervisors shall be elected by the employees' meeting or other forms of democratic election, Articles of Association of Listed
representative meeting. without the need to be submitted to the Companies
and
Rules
for
general meeting for consideration. General
Meetings
of
Listed
Candidates
for
non-employee
representative
Companies of the CSRC, and
Directors and non-employee representative Candidates for non-employee representative taking into account the actual
Supervisors shall be nominated by the current Directors shall be nominated by the current situation of the Company.
chairman of the Board and chairman of the chairman of the Board, or by shareholders
Supervisory Committee, or by shareholders individually or collectively holding 1% or
collectively holding 3% or more of the total more of the outstanding voting shares of the
outstanding voting shares of the Company. Company.
The proposer shall provide the Board and the The proposer shall provide the Board with brief
Supervisory Committee with brief biographies, biographies,
background
information
and
background information and relevant supporting relevant supporting materials of the candidates,
materials of the candidates, which shall be which shall be reviewed by the Board for the
reviewed by the Board and the Supervisory motion. Motions which comply with the laws and
Committee for the motion. Motions which regulations and the Articles of Association shall
comply with the laws and regulations and the be
submitted
to
a
general
meeting
for
Articles of Association shall be submitted to a consideration. Motions which do not comply
general
meeting
for
consideration.
Motions
with the aforesaid requirement shall not be
which
do
not
comply
with
the
aforesaid
submitted to a general meeting for consideration,
requirement shall not be submitted to a general but shall be explained at the general meeting.
meeting for consideration, but shall be explained
at the general meeting. The Board shall provide shareholders with brief
biographies and background information of the
The Board and the Supervisory Committee candidates for Directors.
shall provide shareholders with brief biographies
and background information of the candidates for
Directors and Supervisors.
Original Articles Amended articles Basis of Amendments
CHAPTER
VII
REGISTRATION
FOR
CHAPTER
VI
REGISTRATION
FOR
Amendment
is
made
in
SHAREHOLDERS ATTENDING GENERAL SHAREHOLDERS ATTENDING GENERAL accordance
with
the
relevant
MEETINGS MEETINGS requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 68 Shareholders who intend to attend the Article 56 Shareholders who intend to attend the Amendment
is
made
in
general meeting shall register at the date and general meeting shall register at the date and accordance
with
the
relevant
place specified in the notice. place specified in the notice. requirements of relevant laws,
regulations
and
normative
An individual shareholder that attends the An individual shareholder that attends the documents such as the currently
meeting in person shall produce his or her own meeting in person shall produce his or her own effective
Guidelines
for
the
ID card or other valid documents or proof ID card or other valid documents or proof Articles of Association of Listed
evidencing his or her identity and his or her evidencing his or her identity. If he or she Companies of the CSRC, and
stock account card. If he or she appoints a appoints a proxy to attend the meeting on his or taking into account the actual
proxy to attend the meeting on his or her behalf, her behalf, the proxy shall produce his or her situation of the Company.
the proxy shall produce his or her own valid own valid proof of identity and the instrument of
proof
of
identity
and
the
instrument
of
appointment from the shareholder.
appointment from the shareholder.
Shareholders that are legal persons shall be
Shareholders that are legal persons shall be presented
at
a
meeting
by
their
legal
presented
at
a
meeting
by
their
legal
representative or a proxy appointed by the legal
representative or a proxy appointed by the legal representative. If the legal representative attends
representative. If the legal representative attends the meeting, he or she shall produce his or her
the meeting, he or she shall produce his or her own ID card and valid proof of his or her legal
own ID card and valid proof of his or her legal representative status. If a proxy has been
representative status. If a proxy has been appointed to attend the meeting, such proxy shall
appointed to attend the meeting, such proxy shall present his or her own ID card and the power of
present his or her own ID card and the power of attorney issued by the legal representative of the
attorney issued by the legal representative of the shareholder as a legal person.
shareholder as a legal person.
Original Articles Amended articles Basis of Amendments
Where the shareholder is a Recognized Clearing Where the shareholder is a Recognized Clearing
House defined in local laws or regulations at the House defined in local laws or regulations at the
place where the shares of the Company are listed place where the shares of the Company are listed
(hereinafter referred to as the "Recognized (hereinafter referred to as the "Recognized
Clearing House"), or its agent, or a Depositary or Clearing House"), or its agent, or a Depositary or
its agent, the shareholder may authorize one or its agent, the shareholder may authorize one or
more persons that it deems suitable to attend on more persons that it deems suitable to attend on
its behalf any general meeting or any class its behalf any general meeting; however, if more
meeting of shareholders; however, if more than than one person is authorized, the power of
one person is authorized, the power of attorney attorney shall specify the number and class of
shall specify the number and class of shares shares involved in the appointment of each such
involved in the appointment of each such person person and be signed by a person empowered by
and be signed by a person empowered by the the
Recognized
Clearing
House
or
the
Recognized Clearing House or the Depositary. Depositary.
The
person
so
appointed
may
The person so appointed may exercise the rights exercise the rights (without being required to
(without
being
required
to
present
share
present share certificate, certified statement of
certificate, certified statement of proxy and/or proxy
and/or
further
evidence
of
due
further evidence of due authorization) of the authorization) of the Recognized Clearing House
Recognized Clearing House (or its agent) or the (or its agent) or the Depositary (or its agent) as if
Depositary (or its agent) as if he, she or they was he, she or they was or were (an) individual
or were (an) individual shareholder(s) of the shareholder(s) of the Company.
Company.
The attendees of the meeting shall present the
The attendees of the meeting shall present the original of the certificates required in the
original of the certificates required in the foregoing provisions to the registration office of
foregoing provisions to the registration office of the general meeting, and submit the original or
the
meeting,
and
submit
the
original
or
photocopy of the certificates required in the
photocopy of the certificates required in the foregoing provisions to the registrar of the
foregoing provisions to the registrar of the
meeting.
general meeting.
Overseas shareholders may register by letter or
Overseas shareholders may register by letter or facsimile,
which
shall
contain
the
above
facsimile,
which
shall
contain
the
above
documents.
documents.
Original Articles Amended articles Basis of Amendments
Article 69 The instrument of appointment by Article 57 The instrument of appointment by Amendment
is
made
in
which a shareholder appoints another person to which a shareholder appoints another person to accordance
with
the
relevant
attend the general meeting on his or her behalf attend the general meeting on his or her behalf requirements of relevant laws,
shall include: shall include: regulations
and
normative
documents such as the currently
(1) the name of the proxy; (1) name of the principal, class and number of effective
Guidelines
for
the
shares of the Company held; Articles of Association of Listed
(2) whether the proxy has voting rights; Companies of the CSRC, and
(2) name of the proxy; taking into account the actual
(3) separate instructions as to whether to vote for situation of the Company.
"for" or "against" or "abstained" from voting on, (3) specific instructions from shareholders,
each item on the agenda of the general meeting including instructions as to whether to vote for,
as an item for consideration thereat; against, or abstain from voting on, each item on
the agenda of the general meeting as an item for
(4) whether there are voting rights on the consideration
thereat,
and
other
related
temporary motions to be included in the agenda instructions;
of the general meeting, and if so, specific
instructions on how to exercise such voting (4) the date of issuance and term of validity of
rights; the instrument of appointment; and
(5) the date of issuance and terms of validity of (5) the signature (or seal) of the principal. If the
the instrument of appointment; and principal is a corporate shareholder, the seal of
the corporate shall be affixed.
(6) the signature (or seal) of the principal. If the
principal is a corporate shareholder, the seal of
the corporate shall be affixed.
Article 70 The power of attorney that the Due
to
the
abolishment
of
Board gives to a shareholder shall allow the relevant requirements such as the
shareholder to freely direct his or her proxy to Notice on Implementation of the
vote "for" or "against" or "abstained", and to Mandatory Provisions of Articles
give separate instruction with respect to the of Association of Companies that
voting for each item on the agenda. The power List Overseas, amendment is
of attorney shall note that where no direction made in accordance with the
from the shareholder is available, the proxy may relevant requirements of relevant
vote at his or her own discretion. laws, regulations and normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 71 The proxy form for voting shall be Article 58 Where such a proxy form for voting is Amendment
is
made
in
placed at the domicile of the company or such signed by a person authorized by the principal, accordance
with
the
relevant
other place as specified in the notice of the power of attorney for authorized signature or requirements of relevant laws,
meeting at least twenty-four hours prior to the other authorization documents shall be notarized. regulations
and
normative
meeting at which the proxy is entrusted to vote The power of attorney or other authorization documents such as the currently
or twenty-four hours before the scheduled documents upon notarized shall, together with effective
Guidelines
for
the
voting time. Where such a proxy form for voting the proxy form for voting, be placed at the Articles of Association of Listed
is signed by a person authorized by the principal, Company's domicile or such other location as Companies of the CSRC, and
the power of attorney for authorized signature or specified in the notice of the meeting. taking into account the actual
other authorization documents shall be notarized. situation of the Company.
The power of attorney or other authorization
documents upon notarized shall, together with
the proxy form for voting, be placed at the
Company's domicile or such other location as
specified in the notice of the meeting.
Where the principal is a legal person, its legal
representative or a person authorized by the
Board or other decision-making bodies shall
attend the general meeting of the Company.
Article 72 Notwithstanding the previous death or Due
to
the
abolishment
of
loss of capacity of the principal or revocation of relevant requirements such as the
the proxy or of the authority under which the Notice on Implementation of the
proxy was executed or the transfer of the relevant Mandatory Provisions of Articles
shares, the vote of the proxy pursuant to the of Association of Companies that
power of attorney shall remain valid as long as List Overseas, amendment is
the Company does not receive written notice made in accordance with the
thereof prior to the date of the meeting to be relevant requirements of relevant
held. laws, regulations and normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 75 The signature book of persons Article 61 The signature book of persons Amendment
is
made
in
attending the meeting in person shall be made by attending the meeting in person shall be made by accordance
with
the
relevant
the Company. The register shall specify the the Company. The register shall specify the requirements of relevant laws,
attendants' names (or the name of his or her attendants' names (or the name of his or her regulations
and
normative
entity), ID numbers, home addresses, number of entity), ID numbers, number of voting shares documents such as the currently
voting shares held or represented, and the names held or represented, and the names of the effective
Guidelines
for
the
of the proxies' principals (or the names of the proxies'
principals
(or
the
names
of
the
Articles of Association of Listed
principals' entities), if any. principals' entities), if any. Companies of the CSRC, and
taking into account the actual
situation of the Company.
Article 76 Registered shareholders shall present Article 62 Registered shareholders shall present Amendment
is
made
in
their
identity
documents
and
sign
on
the
their
identity
documents
and
sign
on
the
accordance
with
the
relevant
attendance register. attendance register. requirements of relevant laws,
regulations
and
normative
Unregistered shareholders shall not attend the Unregistered shareholders shall not attend the documents such as the currently
general
meeting
in
principle. With
special
general
meeting
in
principle. With
special
effective
Rules
for
General
approval from the chairman of the meeting, the approval from the chairman of the general Meetings of Listed Companies of
unregistered
shareholders
shall
submit
the
meeting, the unregistered shareholders shall the
CSRC,
and
taking
into
documents stipulated in Chapter VII of these submit the documents stipulated in Chapter VI account the actual situation of
Rules. Upon review of compliance with the of these Rules. Upon review of compliance with the Company.
conditions specified in the meeting notice, such the conditions specified in the general meeting
shareholders may attend the general meeting notice, such shareholders may attend the general
after signing the attendance register. meeting after signing the attendance register.
CHAPTER IX DISCIPLINES OF GENERAL CHAPTER
VIII
DISCIPLINES
OF
Amendment
is
made
in
MEETINGS GENERAL MEETINGS accordance
with
the
relevant
requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 78 Shareholders of the Company, or their Article 64 Shareholders of the Company, or their Amendment
is
made
in
authorized proxies, Directors, Supervisors, the authorized proxies, Directors, the secretary to accordance
with
the
relevant
secretary to the Board, senior management the Board, senior management officers, retained requirements of relevant laws,
officers, retained attorneys, notaries, as well as attorneys, notaries, as well as guests and regulations
and
normative
guests and reporters invited by the Board or reporters invited by the Board or proposing documents such as the currently
proposing shareholders, provided that they have shareholders, provided that they have completed effective
Rules
for
General
completed the registration process, may attend the registration process, may attend the general Meetings of Listed Companies of
the general meeting. Admission of any other meeting. Admission of any other person is not the
CSRC,
and
taking
into
person is not allowed. allowed. account the actual situation of
the Company.
Article 80 When reviewing a proposal, only Article 66 When reviewing a proposal, only Amendment
is
made
in
shareholders or proxies have the right to speak. shareholders or proxies have the right to accordance
with
the
relevant
Other participants shall not ask questions and speak.
Other
participants
shall
not
ask
requirements
of
currently
speak. The speaking shareholders shall raise their questions and speak. Speeches and questions effective
relevant
laws,
hands first. At the permission of the moderator, from
shareholders
or
proxies
shall
be
regulations
and
normative
they may speak at the spot or at the designated answered by the moderator or by Directors, documents,
and
taking
into
speaker's seat. senior management officers, or other relevant account the actual situation of
personnel arranged by the moderator. the Company.
When a number of shareholders raise their hands
to speak, the moderator will designate the
speaker.
The moderator stipulates the time and the
frequency each person speaks according to the
actual circumstances. Shareholders must not be
interrupted in the middle of the prescribed
speech, in order for them to enjoy a full right to
speak.
The moderator of the meeting may refuse or stop
the speech of a shareholder in violation of the
provisions of the preceding three paragraphs.
The
directors,
supervisors,
and
senior
management officers of the Company and those
approved by the moderator of the meeting may
make speeches.
Original Articles Amended articles Basis of Amendments
Article 81 Shareholders or proxies who wish to Amendment
is
made
in
speak shall first introduce their shareholder accordance
with
the
relevant
identity, the entity they represent, and the requirements
of
currently
number of Shares held, before expressing their effective
relevant
laws,
views. regulations
and
normative
documents,
and
taking
into
account the actual situation of
the
Company,
with
articles
combined.
Article 82 The Company shall hold the general Article 67 The Company shall hold the general Amendment
is
made
in
meeting in a frugal and simple manner, and shall meeting in a frugal and simple manner, and shall accordance
with
the
relevant
not
grant
additional
economic
benefits
to
not
grant
additional
economic
benefits
to
requirements of relevant laws,
shareholders (or proxies) attending the meeting. shareholders (or proxies) attending the meeting. regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 83 The Board of the Company shall take Amendment
is
made
in
measures to ensure the normal order of the accordance
with
the
relevant
general meeting. Those that disrupt the order of requirements of relevant laws,
the general meeting, seek to cause trouble or regulations
and
normative
infringe upon the lawful rights and interests of documents such as the currently
other shareholders shall be reported to the public effective
Rules
for
General
security authorities and handled in accordance Meetings of Listed Companies of
with relevant laws and regulations; if the the
CSRC,
and
taking
into
circumstances are serious and constitute a crime, account the actual situation of
criminal liability shall be prosecuted according the
Company,
with
articles
to law. combined.
Article 85 After the voting results of all Article 69 After the voting results of all Amendment
is
made
in
proposals at the general meeting have been proposals at the general meeting have been accordance
with
the
relevant
announced by the chairman and no objection has announced by the chairman and no objection has requirements of relevant laws,
been raised by shareholders, the chairman shall been raised by shareholders, the chairman shall regulations
and
normative
declare the meeting concluded. declare the meeting concluded. documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
CHAPTER
XI
IMPLEMENTATION
OF
CHAPTER
X
IMPLEMENTATION
OF
Amendment
is
made
in
RESOLUTIONS OF GENERAL MEETINGS RESOLUTIONS OF GENERAL MEETINGS accordance
with
the
relevant
AND INFORMATION DISCLOSURE AND INFORMATION DISCLOSURE requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 86 Upon convening of the general Article 70 Upon convening of the general Amendment
is
made
in
meeting, information disclosures shall be made meeting, information disclosures shall be made accordance
with
the
relevant
in accordance with the Articles of Association, as in accordance with the Articles of Association, as requirements of relevant laws,
well
as
the
relevant
national
laws
and
well
as
the
relevant
national
laws
and
regulations
and
normative
administrative
regulations.
Details
of
such
administrative
regulations.
Details
of
such
documents such as the currently
disclosure shall be reviewed by the chairman of disclosure shall be reviewed by the chairman of effective
Rules
for
General
the Board in accordance with relevant laws and the Board in accordance with relevant laws and Meetings of Listed Companies of
regulations, and the secretary to the Board shall regulations, and the secretary to the Board shall the
CSRC,
and
taking
into
then make the disclosure according to law. then make the disclosure according to law. account the actual situation of
the Company.
Article 87 The announcement of resolutions Amendment
is
made
in
passed at a general meeting shall state the accordance
with
the
relevant
number of shareholders (and proxies) present at requirements of relevant laws,
the meeting, total shares held (represented) and regulations
and
normative
as a percentage of the total shares carrying voting documents such as the currently
rights of the Company, manner of voting, the effective
Rules
for
General
voting result for each proposal and the opinion of Meetings of Listed Companies of
retained
attorneys.
The
resolutions
for
the
CSRC,
and
taking
into
shareholders' proposals shall state the name or account the actual situation of
title of the proposing shareholder, shareholding the
Company,
with
articles
percentage and content of the proposal. combined.
Article 88 Should any proposed resolution not be
passed, or any resolution previously passed is
Amendment
is
made
in
accordance
with
the
relevant
amended in the current general meeting, the requirements of relevant laws,
Board shall provide an explanation in the regulations
and
normative
announcement of resolutions. documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the
Company,
with
articles
combined.
Original Articles Amended articles Basis of Amendments
Article 89 The Board is responsible for the Article 71 The Board is responsible for the Amendment
is
made
in
implementation of the resolutions passed at the implementation of the resolutions passed at the accordance
with
the
relevant
general meeting and for requiring the Chief general meeting and for requiring the Chief requirements of relevant laws,
Executive Officer to organize relevant staff to Executive Officer to organize relevant staff to regulations
and
normative
implement the resolutions in detail; Matters implement the resolutions in detail. documents such as the currently
that
are
required
by
general
meeting
effective
Rules
for
General
resolutions
to
be
implemented
by
the
Meetings of Listed Companies of
Supervisory Committee shall be organized the
CSRC,
and
taking
into
and
implemented
by
the
Supervisory
account the actual situation of
Committee directly. the Company.
Article 90 After the profit distribution plans and Amendment
is
made
in
the plan to convert its common reserve fund into accordance
with
the
relevant
its capital are approved at the general meeting of requirements of relevant laws,
the Company, the Board of the Company shall regulations
and
normative
complete the distribution of dividends (or shares) documents such as the currently
or capital increase within 2 months after the date effective
Rules
for
General
of the general meeting. Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the
Company,
with
articles
combined.
Article 91 The chairman of the Board shall Article 72 The chairman of the Board shall Amendment
is
made
in
supervise the implementation of resolutions supervise the implementation of resolutions accordance
with
the
relevant
passed at the general meeting (exclusive those passed at the general meeting, and convene requirements of relevant laws,
should be implemented by the Supervisory extraordinary Board meeting to hear and review regulations
and
normative
Committee), and convene extraordinary Board the report on implementation of such resolutions documents such as the currently
meeting to hear and review the report on when necessary. effective
Rules
for
General
implementation
of
such
resolutions
when
Meetings of Listed Companies of
necessary. the
CSRC,
and
taking
into
account the actual situation of
the Company.
Original Articles Amended articles Basis of Amendments
Article 92 For any item not provided under these Article 73 For any item not provided under these Amendment
is
made
in
Rules, the relevant provisions of the Articles of Rules, the relevant provisions of the Articles of accordance
with
the
relevant
Association shall be applicable for its execution Association shall be applicable for its execution requirements of relevant laws,
with reference to the Rules for General Meetings with reference to the Corporate Governance regulations
and
normative
of Listed Companies, the Code of Corporate Rules for Securities Companies, the Code of documents such as the currently
Governance for Listed Companies, the Corporate Corporate Governance for Listed Companies, effective
Rules
for
General
Governance Rules for Securities Companies and the Rules for General Meetings of Listed Meetings of Listed Companies of
the Hong Kong Listing Rules. Companies, the Hong Kong Listing Rules etc. the
CSRC,
and
taking
into
account the actual situation of
Where these Rules are inconsistent with the Where these Rules are inconsistent with the the Company.
Articles
of
Association,
the
Articles
of
Articles
of
Association,
the
Articles
of
Association shall prevail. Association shall prevail.
Article 93 The Board, in accordance with the Article 74 The Board, in accordance with the Amendment
is
made
in
requirements of relevant laws and regulations, requirements of relevant laws and regulations, accordance
with
the
relevant
and in light of the actual situation of the and in light of the actual situation of the requirements of relevant laws,
Company, makes amendments to these Rules and Company, makes amendments to these Rules and regulations
and
normative
submits them for approval at a general meeting. submits them for approval at a general meeting. documents such as the currently
effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.
Article 94 These Rules shall become effective Article 75 These Rules shall become effective Amendment
is
made
in
upon approval at the general meeting of the upon approval at the general meeting of the accordance
with
the
relevant
Company. The original Rules of Procedure for Company. The original Rules of Procedure for requirements of relevant laws,
General
Meeting
of
the
Company
shall
General
Meeting
of
the
Company
shall
regulations
and
normative
automatically lapse from the effective date of automatically lapse from the effective date of documents such as the currently
these Rules. these Rules. effective
Rules
for
General
Meetings of Listed Companies of
the
CSRC,
and
taking
into
account the actual situation of
the Company.

II. The serial number of articles and sections in the Rules of Procedure for General Meeting of the Company shall be adjusted in accordance with the above amendments to the Rules of Procedure for General Meeting of the Company.

Original articles Amended articles Basis of amendment
Article 1 Objectives Article 1 Objectives Amendment
is
made
in
In order to further regulate the rules of procedure In order to further regulate the rules of procedure accordance with the relevant
requirements
of
currently
and decision-making processes of the Board of and decision-making processes of the Board of effective laws, regulations and
the Company, procure the Directors and the the Company, procure the Directors and the normative documents.
Board to effectively perform their duties, and Board to effectively perform their duties, and
improve
the
standardized
operation
and
improve
the
standardized
operation
and
scientific decision-making of the Board, these scientific decision-making of the Board, these
rules are formulated in accordance with the rules are formulated in accordance with the
Company Law, the Securities Law, the Corporate Company Law, the Securities Law, the Corporate
Governance Rules for Securities Companies, the Governance Rules for Securities Companies, the
Code
of
Corporate
Governance
for
Listed
Code
of
Corporate
Governance
for
Listed
Companies, the Rules Governing the Listing of Companies, the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Stocks on the Shanghai Stock Exchange, the
Limited, the Rules Governing the Listing of Rules Governing the Listing of Securities on
Stocks on the Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited
other relevant provisions. and other relevant provisions.
Article 5 Ad hoc meetings Article 5 Ad hoc meetings Amendment
is
made
in
accordance with the relevant
In any of the following circumstances, the board In any of the following circumstances, the board requirements of relevant laws,
of directors shall convene an ad hoc meeting: of directors shall convene an ad hoc meeting: regulations
and
normative
documents such as the currently
(1) Shareholders who represent more than one (1) Shareholders who represent more than one effective
Measures
for
the
tenth of the voting rights make a proposal; tenth of the voting rights make a proposal; Administration of Independent
Directors of Listed Companies
(2) Over one third of the directors jointly make a (2) Over one third of the directors jointly make a and
the
Guidelines
for
the
proposal; proposal; Articles
of
Association
of
Listed Companies of the CSRC,
(3) The board of supervisors makes a proposal; (3) The Audit Committee makes a proposal; and taking into account the
actual
situation
of
the
(4) The Chairman considers it is necessary; (4) The Chairman considers it is necessary; Company.
(5) Over one-half of the independent directors (5) A majority of all independent directors
make a proposal; make a proposal;
(6) The CEO makes a proposal; (6) The CEO makes a proposal;
(7) The securities regulatory department requests (7) The securities regulatory department requests
a meeting; a meeting;
(8) Other circumstances as stipulated in the (8) Other circumstances as stipulated in the
Company's Articles of Association. Company's Articles of Association.
Original articles Amended articles Basis of amendment
Article 7 Convening and presiding of meeting Article 7 Convening and presiding of meeting Amendment
is
made
in
accordance with the relevant
The Chairman shall convene and preside over the The Chairman shall convene and preside over the requirements of relevant laws,
Board meeting. If the Chairman is unable to Board meeting. If the Chairman is unable to regulations
and
normative
perform his or her duties or fails to perform his perform his or her duties or fails to perform his documents such as the currently
or her duties, the vice chairman shall convene or her duties, the vice chairman shall convene effective
Guidelines
for
the
and preside over the meeting. If there is no vice and preside over the meeting. If there is no vice Articles
of
Association
of
chairman or the vice chairman is unable to chairman or the vice chairman is unable to Listed Companies of the CSRC,
perform his or her duties or fails to perform his perform his or her duties or fails to perform his and taking into account the
or her duties, more than half of Directors shall or her duties, more than half of Directors shall actual
situation
of
the
jointly elect one Director to convene and preside jointly elect one Director to convene and preside Company.
over the meeting. over the meeting.
Article 8 Meeting notice Article 8 Meeting notice Amendment
is
made
in
accordance with the relevant
When convening regular and ad hoc meetings of When convening regular and ad hoc meetings of requirements of relevant laws,
board of directors, the office of board of board of directors, the office of board of regulations
and
normative
directors shall prepare written notices with the directors shall prepare written notices with the documents such as the currently
seal of the board of directors, which shall be seal of the board of directors, which shall be effective
Guidelines
for
the
given, 14 days and 5 days before the meeting, given, 14 days and 5 days before the meeting, Articles
of
Association
of
respectively, to all directors and supervisors, respectively, to all directors and the CEO and Listed Companies of the CSRC,
and the CEO and secretary of the board of secretary of the board of directors by means of and taking into account the
directors by means of direct delivery, fax, email direct delivery, fax, email or other means. actual
situation
of
the
or other means. Notices given by means other Notices
given
by
means
other
than
direct
Company.
than direct delivery should be confirmed by delivery should be confirmed by telephone and
telephone and recorded accordingly. recorded accordingly.
In
urgent
situations
when
an
extraordinary
In
urgent
situations
when
an
extraordinary
meeting of the board of directors needs to be meeting of the board of directors needs to be
convened as soon as possible, the meeting convened as soon as possible, the meeting
notices may be sent by telephone or other oral notices may be sent by telephone or other oral
means at any time, but the convener shall explain means at any time, but the convener shall explain
the cause at the meeting. the cause at the meeting.
Original articles Amended articles Basis of amendment
Article 11 Convening a meeting Article 11 Convening a meeting Amendment
is
made
in
accordance with the relevant
A board meeting shall be held only when more A board meeting shall be held only when more requirements of relevant laws,
than half of the directors are present. The than half of the directors are present. The regulations
and
normative
Chairman and the secretary of the board of Chairman and the secretary of the board of documents such as the currently
directors shall report to the regulatory authorities directors shall report to the regulatory authorities effective
Guidelines
for
the
in a timely manner when the director refuses to in a timely manner when the director refuses to Articles
of
Association
of
be present or is negligent of being present at the be present or is negligent of being present at the Listed Companies of the CSRC,
meeting, leading to a failure in meeting the meeting, leading to a failure in meeting the and taking into account the
minimum number of people required for the minimum number of people required for the actual
situation
of
the
convening of a meeting. convening of a meeting. Company.
Supervisors may attend board meetings; the The CEO and the secretary of the board of
CEO and the secretary of the board of directors directors who do not concurrently serve as
who do not concurrently serve as directors shall directors shall attend the board meeting. If the
attend the board meeting. If the moderator moderator believes it is necessary, he may notify
believes it is necessary, he may notify other other relevant personnel to attend the board
relevant personnel to attend the board meeting. meeting.
Article 12 Attendance in person and attendance Article 12 Attendance in person and attendance Amendment
is
made
in
by proxy by proxy accordance with the relevant
requirements of relevant laws,
In principle, the Directors shall attend the Board In principle, the Directors shall attend the Board regulations
and
normative
meeting in person. If a Director is unable to meeting in person. If a Director is unable to documents such as Article 3.3.5
attend the meeting for any reason, he/she shall attend the meeting for any reason, he/she shall of
the
currently
effective
review the meeting materials in advance and review the meeting materials in advance and Shanghai
Stock
Exchange's
make clear opinions and appoint other Directors make clear opinions and appoint other Directors Guidelines for Self-regulation
in writing to attend the meeting on his/her in writing to attend the meeting on his/her of Listed Companies No. 1 –
behalf. behalf. Standardized
Operation,
and
taking into account the actual
The power of attorney shall set out: The power of attorney shall set out: situation of the Company.
(1) name of the appointer and the proxy; (1) name of the appointer and the proxy;
(2) brief opinions on every proposal made by the (2) brief opinions on every proposal made by the
appointer; appointer;
(3) scope of authorization and directions for (3) scope of authorization and directions for
voting intent on the proposals of the appointer; voting intent on the proposals of the appointer;
(4) signature of the appointer and the date. (4) signature of the appointer and the date.
Original articles Amended articles Basis of amendment
The Director who appoints other Directors to The appointed Director shall submit the power of
sign the written confirmation opinions for attorney in writing to the chairman of the
regular reports on his/her behalf shall make a meeting and explain the attendance on behalf of
special authorization in the power of attorney. others on the attendance list of the meeting.
The appointed Director shall submit the power of
attorney in writing to the chairman of the
meeting and explain the attendance on behalf of
others on the attendance list of the meeting.
Article 15 Consideration procedures for the Article 15 Consideration procedures for the Amendment
is
made
in
meeting meeting accordance with the relevant
requirements of relevant laws,
The chairman of the meeting shall request the The chairman of the meeting shall request the regulations
and
normative
Directors present at the Board meeting to give Directors present at the Board meeting to give documents such as the currently
clear opinions for all proposals. clear opinions for all proposals. effective
Measures
for
the
Administration of Independent
For proposals that require prior consent from The chairman of the meeting shall timely stop Directors of Listed Companies
independent
Directors
according
to
any Director who impedes the normal progress of the CSRC, and taking into
regulations, the chairman of the meeting shall of
the
meeting
or
affects
other
Directors'
account the actual situation of
designate an independent Director to read speeches. the Company.
aloud the written opinion of consent provided
by
the
independent
Directors
before
Except for the unanimous consent of all the
discussing the relevant proposal. Directors present at the meeting, any proposal
not set out in the meeting notice shall not be
The chairman of the meeting shall timely stop voted at the Board meeting. Directors who
any Director who impedes the normal progress accept other Directors' appointments to attend
of
the
meeting
or
affects
other
Directors'
the Board meeting on their behalf shall not vote
speeches. on the proposals not set out in the meeting notice
on behalf of other Directors.
Except for the unanimous consent of all the
Directors present at the meeting, any proposal
not set out in the meeting notice shall not be
voted at the Board meeting. Directors who
accept other Directors' appointments to attend
the Board meeting on their behalf shall not vote
on the proposals not set out in the meeting notice
on behalf of other Directors.
Original articles Amended articles Basis of amendment
Article 17 Voting at the meeting Article 17 Voting at the meeting Due
to
the
abolishment
of
relevant requirements such as
The chairman of the meeting shall propose to the The chairman of the meeting shall propose to the the Notice on Implementation
Directors present at the meeting to vote after Directors present at the meeting to vote after of the Mandatory Provisions of
thorough discussion of every proposal, where thorough discussion of every proposal, where Articles
of
Association
of
appropriate. appropriate. Companies that List Overseas,
amendment
is
made
in
Each Director has one vote at the meeting, and Each Director has one vote at the meeting, and accordance with the relevant
the voting shall be conducted by means of open the voting shall be conducted by means of open requirements of relevant laws,
ballot and in writing. ballot and in writing. regulations
and
normative
documents such as the currently
If the votes for and against a resolution are the The Directors' voting intent includes voting in effective
Guidelines
for
the
same, the Chairman shall be entitled to an favor of, against or abstaining. The Directors Articles
of
Association
of
additional vote. present at the meeting shall select one from the Listed Companies of the CSRC,
intents above and the chairman of the meeting and taking into account the
The Directors' voting intent includes voting in shall
ask
those
who
fail
to
select
or
actual
situation
of
the
favor of, against or abstaining. The Directors simultaneously select two or more intents to Company.
present at the meeting shall select one from the re-select and those who refuse to select shall be
intents above and the chairman of the meeting deemed as abstaining; those who leaves the
shall
ask
those
who
fail
to
select
or
meeting before making any selection and does
simultaneously select two or more intents to not return to the meeting shall be deemed as
re-select and those who refuse to select shall be abstaining.
deemed as abstaining; those who leaves the
meeting before making any selection and does
not return to the meeting shall be deemed as
abstaining.
Article 18 Calculation of voting results Article 18 Calculation of voting results Amendment
is
made
in
accordance with the relevant
After the voting of the Directors present at the After the voting of the Directors present at the requirements of relevant laws,
meeting,
the
securities
representative
and
meeting,
the
securities
representative
and
regulations
and
normative
relevant personnel of the office of the Board relevant personnel of the office of the Board documents such as the currently
shall timely collect the Directors' votes, and pass shall timely collect the Directors' votes, and pass effective
Guidelines
for
the
them to the secretary to the Board for calculation them to the secretary to the Board for calculation Articles
of
Association
of
under the supervision of a Supervisor or an under
the
supervision
of
an
independent
Listed Companies of the CSRC,
independent Director. Director. and taking into account the
actual
situation
of
the
Company.
Original articles Amended articles Basis of amendment
If the meeting is convened on site, the chairman
of the meeting shall announce the voting results
forthwith. In other cases, the chairman of the
meeting shall require the secretary to the Board
If the meeting is convened on site, the chairman
of the meeting shall announce the voting results
forthwith. In other cases, the chairman of the
meeting shall require the secretary to the Board
to notify the Directors of the voting results
before the next business day after conclusion of
to notify the Directors of the voting results
before the next business day after conclusion of
the specified voting time. the specified voting time.
If the Directors vote after the chairman of the
meeting announces the voting results or after
conclusion of the specified voting time, their
votes shall not be counted.
If the Directors vote after the chairman of the
meeting announces the voting results or after
conclusion of the specified voting time, their
votes shall not be counted.
Article 20 Abstention from voting Article 20 Abstention from voting Amendment
is
made
in
accordance with the relevant
The Directors shall abstain from voting on
relevant proposals in any of the following
circumstances:
The Directors shall abstain from voting on
relevant proposals in any of the following
circumstances:
requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective
Guidelines
for
the
(1) where the Directors shall abstain from voting
as required by the listing rules of the place where
the Company's shares are listed;
(1) where the Directors shall abstain from voting
as required by the listing rules of the place where
the Company's shares are listed;
Articles
of
Association
of
Listed Companies of the CSRC,
and taking into account the
actual
situation
of
the
(2) where the Director himself/herself considers
he/she should abstain from voting;
(2) where the Director himself/herself considers
he/she should abstain from voting;
Company.
(3) other circumstances in which any Director is
associated with the enterprises that are involved
in proposals of the meeting as required by the
Articles of Association of the Company.
(3) other circumstances in which any Director is
associated with the enterprises or individuals
that are involved in resolutions of the meeting as
required by the Articles of Association of the
Company.
In case the Directors abstain from voting,
relevant Board meeting may be convened with
attendance of more than half of non-connected
Directors, and resolutions shall be passed by
more than half of non-connected Directors. If the
number of non-connected Directors attending the
meeting is less than three, relevant proposals
shall not be voted, and such matters shall be
submitted
to
the
general
meeting
for
consideration.
In case the Directors abstain from voting,
relevant Board meeting may be convened with
attendance of more than half of non-connected
Directors, and resolutions shall be passed by
more than half of non-connected Directors. If the
number of non-connected Directors attending the
meeting is less than three, relevant proposals
shall not be voted, and such matters shall be
submitted
to
the
general
meeting
for
consideration.
Original articles Amended articles Basis of amendment
Article 21 No ultra vires Article 21 No ultra vires Amendment
is
made
in
The Board shall act in strict accordance with the
authorization of the general meeting and the
Articles of Association of the Company and shall
not act ultra vires in passing resolutions.
The Board shall act in strict accordance with the
authorization of the general meeting and the
Articles of Association of the Company and shall
not act ultra vires in passing resolutions.
accordance with the relevant
requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective
Guidelines
for
the
Articles
of
Association
of
Listed Companies of the CSRC,
and taking into account the
actual
situation
of
the
Company.
Article 28 Signature of the Directors
The Directors present at the meeting shall sign
on
the
minutes
and
resolution
records
for
confirmation of themselves and other Directors
who appoint them to attend the meeting on their
behalf.
The
Director
may
make
written
comments for this signature in case of any
different opinions on the minutes or resolution
records. When necessary, the Directors shall
report to the regulatory authorities in a timely
manner and may also make public statements.
Any Director who neither signs for confirmation
Article 28 Signature of the Directors
The Directors present at the meeting shall sign
on
the
minutes
and
resolution
records
for
confirmation of themselves and other Directors
who appoint them to attend the meeting on their
behalf.
The
Director
may
make
written
comments for this signature in case of any
different opinions on the minutes or resolution
records. When necessary, the Directors shall
report to the regulatory authorities in a timely
manner and may also make public statements.
Any Director who neither signs for confirmation
Amendment
is
made
in
accordance with the relevant
requirements of relevant laws,
regulations
and
normative
documents such as the currently
effective Company Law of the
People's Republic of China, and
taking into account the actual
situation of the Company.
in accordance with the previous articles nor
makes written comments for his/her different
opinions or reports to the regulatory authorities
and makes public statements shall be deemed to
fully agree to the content of the minutes and the
resolution records.
The
directors
shall
be
responsible
for
the
resolutions passed at Board meetings. If any
resolution made by the Board is in violation of
the
laws,
administrative
regulations
or
the
Articles
of
Association
and
causes
any
substantial losses to the Company, directors who
vote for the said resolution shall be liable for
compensation to the Company. If any director
raises an objection to the resolution and the said
objection is recorded in the minutes, the said
director may be exempt from any liability.
in accordance with the previous articles nor
makes written comments for his/her different
opinions or reports to the regulatory authorities
and makes public statements shall be deemed to
fully agree to the content of the minutes and the
resolution records.
The
directors
shall
be
responsible
for
the
resolutions passed at Board meetings. If any
resolution made by the Board is in violation of
the laws, administrative regulations, the Articles
of Association or resolutions of the general
meetings and causes any substantial losses to the
Company,
directors
who
vote
for
the
said
resolution shall be liable for compensation to the
Company. If any director raises an objection to
the resolution and the said objection is recorded
in the minutes, the said director may be exempt
from any liability.
Original articles Amended articles Basis of amendment
Article 32 Miscellaneous Article 32 Miscellaneous Amendment
is
made
in
accordance with the relevant
The term of "or above" as stated in these rules The term of "or above" as stated in these rules requirements of relevant laws,
shall include the number or amount itself. shall include the number or amount itself. regulations
and
normative
documents such as the currently
These
rules
shall
become
effective
upon
These
rules
shall
become
effective
upon
effective
Guidelines
for
the
approval from the general meeting and on the approval
from
the
general
meeting.
The
Articles
of
Association
of
date on which the overseas listed foreign shares original Rules of Procedures of the Board Listed Companies of the CSRC,
(H shares) issued by the Company are listed on Meetings of the Company shall become null and taking into account the
the Stock Exchange of Hong Kong Limited. The and void on the date these rules enter into actual
situation
of
the
original Rules of Procedures of the Board effect. Company.
Meetings of the Company shall become null and
void on the date these rules enter into effect. The
Board
shall
be
responsible
for
the
interpretation of these rules.
The
Board
shall
be
responsible
for
the
interpretation of these rules.

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