COSCO SHIPPING Development Co., Ltd. — Governance Information 2019

Jan 10, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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中遠海運發展股份有限公司 COSCO SHIPPING Development Co., Ltd.*

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 02866)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The board of directors (the “ Board ”) of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) proposes to make certain amendments to the articles of association of the Company in order to, among other things, reflect the recent amendments to the Company Law of the People’s Republic of China (the “ PRC ”) in respect of repurchase of shares and implement the regulatory requirements issued by the State-owned Assets Supervision and Administration Commission of the State Council of the PRC in respect of legal corporate governance of central state-owned enterprises (the “ Proposed Amendments to the Articles of Association ”).

The full text of the Proposed Amendments to the Articles of Association, which were prepared in the Chinese language, is set out in the appendix to this announcement. In the event of any discrepancy between the English translation and the Chinese version of the Proposed Amendments to the Articles of Association, the Chinese version shall prevail.

The Proposed Amendments to the Articles of Association are subject to the approval by the shareholders of the Company (the “ Shareholders ”) by way of a special resolution at the extraordinary general meeting of the Company (the “ EGM ”), the class meeting of the holders of H shares of the Company (the “ H Shares Class Meeting ”) and the class meeting of the holders of A shares of the Company to be convened in due course and the approval of, and registration or filing with, the relevant PRC governmental authorities.

A circular containing, among other things, (i) further details of the Proposed Amendments to the Articles of Association; (ii) a notice convening the EGM; and (iii) a notice convening the H Shares Class Meeting, will be despatched to Shareholders in due course.

By order of the Board COSCO SHIPPING Development Co., Ltd. Yu Zhen Company Secretary

Shanghai, the People’s Republic of China 10 January 2019

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As at the date of this announcement, the Board comprises Ms. Sun Yueying, Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive directors, Mr. Feng Boming, Mr. Huang Jian and Mr. Liang Yanfeng, being non-executive directors, and Mr. Cai Hongping, Ms. Hai Chi Yuet, Mr. Graeme Jack, Mr. Lu Jianzhong, Mr. Gu Xu and Ms. Zhang Weihua, being independent non-executive directors.

• The Company is a registered non-Hong Kong company as defined under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “COSCO SHIPPING Development Co., Ltd.”.

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APPENDIX

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The full text of the Proposed Amendments to the Articles of Association is set out below.

Existing articles	To be amended as
Chapter I General Provisions	Chapter I General Provisions
Article 1.2The Company was established as a limited company in accordance with the “Company Law”, “Securities Law”, “Special regulations of the State Council regarding overseas placement and listing of companies limited” (hereinafter referred to as the “special regulation”) and other laws and regulations of the state. As approved by the SASAC on February 5, 2004 through its document GZGG [2004] No. 49, and set up by China Shipping (Group) Corporation as the exclusive sponsor through sponsorship, the Company is registered with Shanghai Administration for Industry and Commerce on March 3, 2004 and obtains its business license. The current registration number of the Company’s Legal Person Business License and its Unified Social Credibility Code is: 91310000759579978L. Before the first issue of H Shares, the Company had China Shipping (Group) Corporation as its shareholder, and the shares held by it were stated-owned legal entity shares.	Article 1.2The Company was established as a limited company in accordance with the “Company Law”, “Securities Law”, “Special regulations of the State Council regarding overseas placement and listing of companies limited” (hereinafter referred to as the “special regulation”) and other laws and regulations of the state. As approved by the SASAC on February 5, 2004 through its document GZGG [2004] No. 49, and set up by China Shipping (Group) Corporation (China Shipping (Group) Corporation was restructured and renamed to “China Shipping Group Company Limited” on 13 December 2017, the old company name is used in the relevant articles of the Articles of Association where the history of the Company is stated) as the exclusive sponsor through sponsorship, the Company is registered with Shanghai Administration for Industry and Commerce on March 3, 2004 and obtains its business license. The current registration number of the Company’s Legal Person Business License and its Unified Social Credibility Code is: 91310000759579978L. Before the first issue of H Shares, the Company had China Shipping (Group) Corporation as its shareholder, and the shares held by it were stated-owned legal entity shares.

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Existing articles

To be amended as

Article 1.10 Senior executives as referred to in the Articles of Association include the chief executive officer, general manager, deputy general managers, Board secretary, chief accountant or chief financial officer and other senior management personnel appointed by the Company’s Board of Directors.

Chapter IV Capital Reduction and Share Repurchase

Article 4.3 After adoption in the procedure stated in the Articles of Association and approval by relevant state’s authority, the Company may repurchase the stock issued by it in the following cases:

• (I) To cancel stock to reduce company’s capital;

• (II) To merge with other companies holding stock of the Company;

• (III) Awarding shares to Company staff;

• (IV) Shareholders object to resolutions of the general meeting concerning merger or division of the Company, requiring the Company to buy their shares;

• (V) Other cases as permitted by laws and regulations.

The Company shall not buy or sell shares of the Company unless in the aforesaid circumstances.

In buying back the shares already issued, the Company shall observe the relevant laws, regulations and Articles 4.4 to 4.7 of the Articles of Association.

Article 1.10 Senior executives as referred to in the Articles of Association include the chief executive officer, general manager, deputy general managers, chief accountant or chief financial officer, general counsel, Board secretary and other senior management personnel appointed by the Company’s Board of Directors.

Chapter IV Capital Reduction and Share Repurchase

Article 4.3 After adoption in the procedure stated in the Articles of Association and approval by relevant state’s authority, the Company may repurchase the stock issued by it in the following cases:

• (I) To reduce the Company’s registered capital;

• (II) To merge with other companies holding stock of the Company;

• (III) To carry out employee stock ownership plans or equity incentive plans;

• (IV) Shareholders object to resolutions of the general meeting concerning merger or division of the Company, requiring the Company to buy their shares;

• (V) To convert convertible corporate bonds issued by the Company;

• (VI) The share repurchase is necessary to maintain the value of the Company and the interests of its shareholders.

The Company shall not buy or sell shares of the Company unless in the aforesaid circumstances.

In buying back the shares already issued, the Company shall observe the relevant laws, regulations and Articles 4.4 to 4.8 of the Articles of Association.

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Existing articles

To be amended as

Article 4.4 After approval by relevant state’s authority, the Company may repurchase the stock in one of the following forms:

• (I) Send a repurchase offer to all the shareholders with the same proportion;

• (II) Repurchase the stock in the public way at the securities exchange;

• (III) Repurchase the stock in the agreement form at other places than the securities exchange;

• (IV) Other means stipulated by laws and regulations or approved by the securities authority of the State Council.

Article 4.4 After approval by relevant state’s authority, the Company may repurchase the stock in one of the following forms:

• (I) Send a repurchase offer to all the shareholders with the same proportion;

• (II) Repurchase the stock in the public way at the securities exchange;

• (III) Repurchase the stock in the agreement form at other places than the securities exchange;

• (IV) Other means stipulated by laws and regulations or approved by the securities authority of the State Council.

When the Company repurchases its shares under items (III), (V) or (VI) of Article 4.3, such repurchase shall be conducted by way of public centralized trading in the securities exchange or other means as permitted by other laws, regulations or rules of the securities exchange.

Article 4.6 Where the Company repurchases the redeemable stock which it is entitled to do so in a non-open form or in the form of an offer, the price shall not exceed a certain price ceiling. If the repurchase is conducted in the form of an offer, then, the offer must be made to all the shareholders under the same conditions.

After repurchasing the stock in accordance with the law, the Company shall cancel such stock in the period specified by the legal and administrative stipulations. After the Company has bought back its shares, such shares shall be cancelled within 10 days after buyback in the circumstance set out in (I) of Article 4.3, or shall be transferred or cancelled within 6 months in the circumstances set out in (II) and (IV), or shall be transferred to the employees within one year in the circumstances set out in (III).

The total par value of the cancelled shares shall be deducted from the registered capital of the Company, and the resulting change of the registered capital shall be registered with the original company registration authority.

Article 4.6 Where the Company repurchases the redeemable stock which it is entitled to do so in a non-open form or in the form of an offer, the price shall not exceed a certain price ceiling. If the repurchase is conducted in the form of an offer, then, the offer must be made to all the shareholders under the same conditions.

After repurchasing the stock in accordance with the law, the Company shall cancel such stock in the period specified by the legal and administrative stipulations. After the Company has bought back its shares, such shares shall be cancelled within 10 days after buyback in the circumstance set out in (I) of Article 4.3, or shall be transferred or cancelled within 6 months in the circumstances set out in (II) and (IV), or the total number of shares held by the Company shall not exceed 10% of its total outstanding shares and such shares shall be transferred or cancelled within three years in the circumstances set out in (III), (V) and (VI).

The total par value of the cancelled shares shall be deducted from the registered capital of the Company, and the resulting change of the registered capital shall be registered with the original company registration authority.

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Existing articles	To be amended as
Not applicable	Article 4.8Where the Company repurchases its shares under items (I) or (II) of Article 4.3, a resolution thereon shall be resolved at the general meeting. Where the Company repurchases its shares under items (III), (V) or (VI) of Article 4.3, a resolution thereon may, pursuant to the Articles of Association, be resolved at a Board meeting that is attended by at least two-thirds of all directors.
Chapter VIII General meeting	Chapter VIII General meeting
Article 8.2The general meeting shall exercise the following functions and powers: (I) to decide on the Company’s operational policies and investment plans and to consider and approve any material investment plans requiring approval of a general meeting; (II) to elect and replace directors and to decide on matters relating to the remuneration of directors; (III) to elect and replace supervisors assumed by representatives of the shareholders and to decide on matters relating to the remuneration of supervisors; (IV) to examine and approve the Board of Directors’ reports; (V) to examine and approve the supervisory committee’s reports; (VI) to examine and approve the Company’s proposed annual preliminary and final budgets; (VII)to examine and approve the Company’s profit distribution plans and loss recovery plans; (VIII)to pass resolutions on the increase or decrease of the Company’s registered capital; (IX) to pass resolutions on matters such as the merger, division, dissolution, liquidation and alternation of corporation form of the Company; (X) to pass resolutions on the issuance of bonds by the Company;	Article 8.2The general meeting shall exercise the following functions and powers: (I) to decide on the Company’s operational policies and investment plans and to consider and approve any material investment plans requiring approval of a general meeting; (II) to elect and replace directors and to decide on matters relating to the remuneration of directors; (III) to elect and replace supervisors assumed by representatives of the shareholders and to decide on matters relating to the remuneration of supervisors; (IV) to examine and approve the Board of Directors’ reports; (V) to examine and approve the supervisory committee’s reports; (VI) to examine and approve the Company’s proposed annual preliminary and final budgets; (VII)to examine and approve the Company’s profit distribution plans and loss recovery plans; (VIII)to pass resolutions on the increase or decrease of the Company’s registered capital; (IX) to pass resolutions on matters such as the merger, division, dissolution, liquidation and alternation of corporation form of the Company; (X) to pass resolutions on the issuance of bonds by the Company;

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Existing articles

To be amended as

(XI) to pass resolutions on the appointment, dismissal and non-reappointment of the accounting firms of the Company; (XII)to amend the Articles of Association; (XIII)to pass resolutions on the Company’s external guarantees which shall be approved by the general meeting pursuant to Article 8.4 hereof (XIV)to consider the Company’s purchase or disposal of major assets within one year with a transaction amount exceeding 30% of the latest audited total assets of the Company; (XV)to consider resolutions raised by the shareholders representing 3% or more of the voting shares of the Company; (XVI)share incentive scheme; (XVII)to consider and approve matters relating to the changes in the use of proceeds from share offerings; and (XVIII)other matters on which resolutions should be passed at the general meeting in accordance with the laws, regulations, relevant listing rules and the Articles of Association. The general meeting may authorize or appoint the Board to handle matters authorized or delegated by the general meeting. Under necessary and reasonable circumstances, the general meeting may authorize the Board to decide, within the scope of a mandate granted by the general meeting, specific matters relating to matters to be resolved on by the general meeting which may not be decided upon immediately at a general meeting.

(XI) to pass resolutions on the appointment, dismissal and non-reappointment of the accounting firms of the Company; (XII)to amend the Articles of Association; (XIII)to pass resolutions on the Company’s external guarantees which shall be approved by the general meeting pursuant to Article 8.4 hereof (XIV)to consider the Company’s purchase or disposal of major assets within one year with a transaction amount exceeding 30% of the latest audited total assets of the Company; (XV)to consider resolutions raised by the shareholders representing 3% or more of the voting shares of the Company; (XVI)share incentive scheme; (XVII)to consider and approve matters relating to the changes in the use of proceeds from share offerings; and (XVIII)to pass resolutions on share repurchase made by the Company under items (I) or (II) of Article 4.3; and (XIX)other matters on which resolutions should be passed at the general meeting in accordance with the laws, regulations, relevant listing rules and the Articles of Association. The general meeting may authorize or appoint the Board to handle matters authorized or delegated by the general meeting. Under necessary and reasonable circumstances, the general meeting may authorize the Board to decide, within the scope of a mandate granted by the general meeting, specific matters relating to matters to be resolved on by the general meeting which may not be decided upon immediately at a general meeting.

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Existing articles

To be amended as

Article 8.29The following shall be passed by a special resolution at the general meeting: (I) an increase or reduction of the share capital of the Company, or issuance of shares of any class, warrants and other similar securities by the Company; (II) An issuance of debentures by the Company; (III) The merger, division, dissolution and liquidation of the Company; (IV) A m e n d m e n t s t o t h e A r t i c l e s o f Association; (V) Acquisition or disposal of major assets or provision of guarantee by the Company within one year with the amount exceeding 30% of the latest audited total assets of the Company; (VI) Approval of share incentive scheme; (VII)Other matters which are resolved by ordinary resolutions at general meeting to be of material effect to the Company or are required by the Articles of Association to be passed by special resolutions; and (VIII)Other matters which shall be passed by special resolution at a general meeting as stipulated by the laws, regulations and relevant Listing Rules.

Article 8.29The following shall be passed by a special resolution at the general meeting: (I) an increase or reduction of the share capital of the Company, or issuance of shares of any class, warrants and other similar securities by the Company; (II) An issuance of debentures by the Company; (III) The merger, division, dissolution and liquidation of the Company; (IV) A m e n d m e n t s t o t h e A r t i c l e s o f Association; (V) Acquisition or disposal of major assets or provision of guarantee by the Company within one year with the amount exceeding 30% of the latest audited total assets of the Company; (VI) Approval of share incentive scheme; (VII)Other matters which are resolved by ordinary resolutions at general meeting to be of material effect to the Company or are required by the Articles of Association to be passed by special resolutions; (VIII)A share repurchase made by the Company under items (I) or (II) of Article 4.3; (IX) Other matters which shall be passed by special resolution at a general meeting as stipulated by the laws, regulations and relevant Listing Rules.

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Existing articles	To be amended as
Chapter X Board of directors	Chapter X Board of directors
Article 10.5The Board of Directors shall be responsible for general meeting and shall exercise the following powers: (I) to be responsible for convening general meeting and reporting its work to the general meeting; (II) to implement resolutions approved at general meetings; (III) to decide on the Company’s business operating plans, as well as investment plans and investment proposals other than those to be considered and approved at general meetings; (IV) to formulate the Company’s proposed annual financial budget and final accounts; (V) to formulate the Company’s profit distribution plan (including final dividend distribution plan) and plan for recovery of losses; (VI) to formulate proposals for the increase in or reduction of the Company’s registered capital and the issuance of corporate bonds or other securities and listing; (VII) to formulate plans for repurchase of shares of the Company, and plans for merging, separation and dissolution or transformation of the Company’s structure; (VIII)to decide on other external guarantees which require the approval of the general meetings pursuant to laws, administrative r e g u l a t i o n s a n d t h e A r t i c l e s o f Association; (IX) to decide on the investment, purchase and disposal of assets, asset mortgage, en t ru s t e d fi n a n c i a l m a n a g em ent, connected transactions, etc. within the authority granted by general meetings; (X) to decide on the establishment of the Company’s internal management structure;	Article 10.5The Board of Directors shall be responsible for general meeting and shall exercise the following powers: (I) to be responsible for convening general meeting and reporting its work to the general meeting; (II) to implement resolutions approved at general meetings; (III) to decide on the Company’s business operating plans, as well as investment plans and investment proposals other than those to be considered and approved at general meetings; (IV) to formulate the Company’s proposed annual financial budget and final accounts; (V) to formulate the Company’s profit distribution plan (including final dividend distribution plan) and plan for recovery of losses; (VI) to formulate proposals for the increase in or reduction of the Company’s registered capital and the issuance of corporate bonds or other securities and listing; (VII)to formulate plans for share repurchase by the Company under the circumstances stipulated in items (I) and (II) of Article 4.3, and plans for merging, separation and dissolution or transformation of the Company’s structure; (VIII)to approve share repurchase by the Company under any of the circumstances stipulated in items (III), (V) and (VI) of Article 4.3. (IX) to decide on other external guarantees which require the approval of the general meetings pursuant to laws, administrative r e g u l a t i o n s a n d t h e A r t i c l e s o f Association; (X) to decide on the investment, purchase and disposal of assets, asset mortgage, entrusted financial m anagement, connected transactions, etc. within the authority granted by general meetings;

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• Existing articles

• (XI) in accordance with the chairman’s nomination, to appoint or dismiss the Company’s chief executive officer or board secretary, and in accordance with the chief executive officer’s nomination, to appoint or dismiss the general manager, deputy general manager, chief accountant or chief financial officer of the Company and to decide on their remuneration; to appoint or replace the members of the Board of Directors and the supervisory c o m m i t t e e o f t h e w h o l l y - ow n e d subsidiaries of the Company, to appoint, replace or recommend on the appointment of the shareholder representative, director and supervisors of the subsidiaries and associates of the Company.

• (XII) to formulate the Company’s basic management systems;

• (XIII) to formulate and implement share incentive scheme (including share option plan permitted by laws and regulations);

• (XIV) t o f o r m u l a t e p r o p o s a l s f o r t h e amendments of the Company’s Articles of Association;

• (XV) subject to in compliance with the relevant laws of China, to decide upon the Company’s wage standard and welfare and incentive policy;

• (XVI) to resolve on the other important matters and administrative affairs of the Company other than those which shall be resolved at general meetings pursuant to Company Law and the Articles of Association, and to enter into other important agreements;

• (XVII) to formulate the Company’s plans for major acquisition or disposal;

• (XVIII) to promote corporate governance and decision making in accordance with law, to supervise the construction planning of legal corporate governance, to develop and implement the general legal adviser system, and to guide the study of resolving major issues on construction of legal corporate governance, so as to provide the conditions and protection for the construction of legal corporate governance in accordance with law;

• (XIX) to perform other functions as delegated by the general meeting and the Articles of Association of the Company.

• To be amended as

• (XI) to decide on the establishment of the Company’s internal management structure;

• (XII) in accordance with the chairman’s nomination, to appoint or dismiss the Company’s chief executive officer or board secretary, and in accordance with the chief executive officer’s nomination, to appoint or dismiss the general manager, deputy general manager, chief accountant or chief financial officer, general counsel and other senior management personnel that shall be appointed by the Company’s Board of Directors and to decide on their remuneration; to appoint or replace the members of the Board of Directors and the supervisory committee of the whollyowned subsidiaries of the Company, to appoint, replace or recommend on the appointment of the shareholder representative, director and supervisors of the subsidiaries and associates of the Company.

• (XIII) to formulate the Company’s basic management systems;

• (XIV) to formulate and implement share incentive scheme (including share option plan permitted by laws and regulations);

• (XV) t o f o r m u l a t e p r o p o s a l s f o r t h e amendments of the Company’s Articles of Association;

• (XVI) subject to in compliance with the relevant laws of China, to decide upon the Company’s wage standard and welfare and incentive policy;

• (XVII) to resolve on the other important matters and administrative affairs of the Company other than those which shall be resolved at general meetings pursuant to Company Law and the Articles of Association, and to enter into other important agreements;

• (XVIII) to formulate the Company’s plans for major acquisition or disposal;

• (XIX) to promote corporate governance and decision making in accordance with law, to supervise the construction planning of legal corporate governance, to develop and implement the general legal adviser system, and to guide the study of resolving major issues on construction of legal corporate governance, so as to provide the conditions and protection for the construction of legal corporate governance in accordance with law;

• (XX) to perform other functions as delegated by the general meeting and the Articles of Association of the Company.

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Existing articles

Except for resolutions of the Board of Directors in respect of matters specified in items(VI), (VII), (VIII), (XI) and (XIV) of this article which shall be passed by more than two-thirds of all the directors, resolutions of the Board of Directors in respect of all other matters may be passed by a majority of directors.

If any director of the Company is associated with the enterprises that are involved in the matters to be resolved at the Board meetings, he or she shall not exercise his or her voting rights for such matters, nor shall such director exercise voting rights on behalf of other directors. Such Board meetings shall be convened by a majority of the directors present thereat who are not connected. The resolution of the Board meeting shall be passed by more than half of the non-connected directors. If the number of non-connected directors attending the meetings is less than 3, such resolutions shall be submitted to the general meeting for approval.

The Board of Directors’ resolutions in respect of connected transactions of the Company shall only come into effect upon the signing by independent directors.

To be amended as

Except for resolutions of the Board of Directors in respect of matters specified in items(VI), (VII), (VIII), (IX), (XII), (XV) of this article which shall be passed by more than two-thirds of all the directors, resolutions of the Board of Directors in respect of all other matters may be passed by a majority of directors.

If any director of the Company is associated with the enterprises that are involved in the matters to be resolved at the Board meetings, he or she shall not exercise his or her voting rights for such matters, nor shall such director exercise voting rights on behalf of other directors. Such Board meetings shall be convened by a majority of the directors present thereat who are not connected. The resolution of the Board meeting shall be passed by more than half of the non-connected directors. If the number of non-connected directors attending the meetings is less than 3, such resolutions shall be submitted to the general meeting for approval.

The Board of Directors’ resolutions in respect of connected transactions of the Company shall only come into effect upon the signing by independent directors.

If the matter to be considered at the Board meeting involves any legal issue, the general counsel shall attend the meeting and provide legal advice.

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• Existing articles To be amended as

• Article 10.9 The chairman of the Board Article 10.9 The chairman of the Board of Directors shall perform the following of Directors shall perform the following functions: functions:

• (I) Preside over the general meetings and (I) Preside over the general meetings and convene and preside over the meetings of convene and preside over the meetings of the Board of Directors; the Board of Directors;

• (II) Review the implementation of resolutions (II) Review the implementation of resolutions of the Board of Directors; of the Board of Directors;

• (III) Sign securities issued by the Company; (III) Sign securities issued by the Company; (IV) Other functions as delegated by the Board (IV) Listen to work reports on construction of of Directors. legal corporate governance;

The vice chairman shall assist the chairman in performing his duties. If the chairman is unable or fails to perform his duties, he may designate the vice chairman to perform such duties on his behalf. If the vice chairman is unable or fails to perform his duties, a director shall be elected by more than half of the directors to perform such duties.

• (V) Other functions as delegated by the Board of Directors.

the vice chairman to perform such duties on his The vice chairman shall assist the chairman in behalf. If the vice chairman is unable or fails to performing his duties. If the chairman is unable perform his duties, a director shall be elected or fails to perform his duties, he may designate by more than half of the directors to perform the vice chairman to perform such duties on his such duties. behalf. If the vice chairman is unable or fails to perform his duties, a director shall be elected by more than half of the directors to perform such duties. Article 10.13 Board meetings shall be held Article 10.13 Board meetings shall generally only if more than half of all the directors are be held only if more than half of all the present. directors are present. If the matters to be considered by the Board of Directors are Each director has one vote. The Board of required to be resolved by a two-thirds majority Directors’ resolutions must be voted for by of directors according to laws and regulations more than half of all the directors unless or Article 10.5, Board meetings shall be held otherwise required by relevant laws and only if more than two-thirds of all the directors regulations or the Articles of Association. are present. In the event of equal pros and cons, the Each director has one vote. The Board of chairman of the Board of Directors has the Directors’ resolutions must be voted for by right to cast one more vote. more than half of all the directors unless otherwise required by relevant laws and regulations or the Articles of Association. In the event of equal pros and cons, the chairman of the Board of Directors has the right to cast one more vote.

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