Guidelines for Articles of Association of Listed Companies (Revised in 2014) Table of Contents Chapter I General Provisions Chapter II Objectives and Scope of Business Chapter III Shares Section (i) Issuance of Shares Section (ii) Increase, Decrease and Repurchase of Shares Section (iii) Transfer of Shares Chapter IV Shareholders and General Meeting of Shareholders Section (i) Shareholders Section (ii) General Requirements on General Meeting Section (iii) Convening of General Meeting Section (iv) Proposal and Notification of General Meeting Section (v) Holding of General Meeting Section (vi) Voting and Resolution at General Meeting Chapter V Board of Directors Section (i) Directors Section (ii) Board of Directors Chapter VI Managers and Other Senior Management Members Chapter VII Supervisory Board Section (i) Supervisors Section (ii) Supervisory Board Chapter VIII Financial Accounting System, Profit Distribution and Auditing Section (i) Financial Accounting System Section (ii) Internal Audit Section (iii) Engagement of Accounting Firms Chapter IX Notice and Announcement Section (i) Notice Section (ii) Announcement Chapter X Combination, Split-up, Capital Change, Dissolution and Liquidation Section (i) Combination, Split-up, Capital Change 1
Section (ii) Dissolution and Liquidation Chapter XI Amendment of Articles of Association Chapter XII Supplementary Provisions 2
Chapter I General Provisions Article 1 In order to protect the legitimate rights and interests of the Company and its shareholders and creditors and regulate the organization and behaviors of the Company, these Articles are formulated in accordance with the Company Law of the People s Republic of China ( Company Law ), the Securities Law of the People s Republic of China ( Securities Law ) and other relevant regulations. Article 2 The company ( Company ) is a joint stock company established in accordance with (names of laws/regulations) and other relevant regulations. The Company is established by (means of establishment), registered with the (place of the Company registration authority) Administration for Industry and Commerce and issued the Business License (number of business license). Note: if the establishment of the Company is subject to approval under laws and regulations, specify the approval authority and document. Article 3 With the approval of (full name of approval authority) dated (date of approval), the Company initially offered (number of shares) Renminbi ordinary shares to the public and went public on (name of stock exchange) on (date of listing). With the approval of (full name of approval authority) dated (date of approval), the Company issued (number of shares) preferred shares that became publicly traded on (name of stock exchange) on (date of listing). The Company issued to overseas investors (number of shares) foreign currency-denominated shares that became publicly traded domestically on (name of stock exchange) on (date of listing). Note: For the purpose of these Guidelines, preferred shares mean a class of shares, other than generally defined ordinary shares, defined in accordance with the Company Law. The holders of preferred shares take precedence over holders of ordinary shares in the distribution of profit and residual assets of the Company but are subject to restrictions on participating in decision making and management of the Company. A company that does not issue or plan to issue preferred shares or domestically listed foreign shares is not obligated to provide explanations for such shares. The same applies below. Article 4 English] Article 5 Registered name of the Company: [full name in Chinese] [full name in Address of the Company: [full name of company address, postal code]. Article 6 The registered capital of the Company shall be RMB[amount of registered capital]. Note: If total registered capital is changed as the Company increases or reduces registered capital, the General Meeting may pass a resolution on amendment of 3
Articles of Association after adopting the resolution on registered capital increase or reduction and explicitly authorizes the board of directors to handle the registered capital change registration formalities Article 7 The term of operation of the Company shall be [number of years] or [The Company is a perpetual joint stock limited company]. Article 8 [The Chairman of the Board of Directors or the Manager] is the legal representative of the Company. Article 9 Total assets of the Company are divided equally into shares. Shareholders of the Company are liable to the Company to the extent of their respective shares subscribed for, the Company being liable to its debts to the extent of all its assets. Article 10 Upon entering into force, these Articles shall become a legally binding document that regulates the organization and behavior of the Company, the right and obligation relationships between the Company and its shareholders as well as the right and obligation relationships among shareholders, and a document legally binding upon the Company and its shareholders, directors, supervisors and senior management. Pursuant to these Articles, a shareholder may sue other shareholders, shareholders may sue directors, supervisors, Manager and other senior management members of the Company, shareholders may sue the Company, and the Company may sue shareholders, directors, supervisors, Manager and other senior management members. Article 11 For the purpose of these Articles, other management members refer to deputy managers, Board Secretary and Chief Financial Officer of the Company. Note: The Company may determine senior management members in the Articles of Association according to its particular circumstances. Chapter II Objectives and Scope of Business Article 12 Objectives of the Company: [description of objective] Article 13 Scope of business of the Company as lawfully registered: [description of scope of business] Note: Any items in the scope of business that are subject to approval under laws or regulations must be approved in accordance with therewith. Chapter III Shares Section (i) Issuance of Shares 4
Article 14 Shares of the Company are represented by share certificates. Article 15 Shares in the Company shall be issued on the basis of openness, fairness, and equity shall be followed, and each share in the same class shall have the same rights. For shares issued at the same time, each share shall be issued on the same conditions and at the same price. All entities or individuals subscribing for shares shall pay the same price for each share. Note: The issuer of preferred shares shall specify and clarify the following matters in its Articles of Association: (1) whether the dividend on preferred shares is a fixed or variable rate, and the method to calculate fixed or variable rate; (2) whether or not the Company must distribute profit if it has distributable profit after taxes; (3) whether the deficiency is carried forward to the next fiscal year if the Company does not pay insufficient dividend to preferred shareholders in the current fiscal year due to insufficiency of distributable profit; (4) whether preferred shareholders are entitled to residual profit distribution together with ordinary shareholders after receiving dividend at agreed rate and, if yes, the participation proportion and terms of residual profit distribution; (5) other matters relating to the Company s profit distribution to preferred shareholders; (6) in addition to profit distribution and residual property distribution, whether there are other terms and conditions unique to preferred shares; (7) the method to calculate votes which each preferred share carries when voting rights of preferred shares are restored. The issuer of publicly offered preferred shares shall indicate in its Articles of Association that: (1) a fixed dividend rate shall be used; (2) dividend must be distributed to preferred shares if there is distributable profit after taxes; (3) the deficiency of dividend distribution to preferred shareholders shall be carried forward to the next fiscal year; (4) preferred shareholders are not entitled to residual profit distribution together with ordinary shareholders after receiving dividend distribution at agreed rate. A commercial bank that issues preferred shares to for capital replenishment purposes may provide for matters in Items (2) and (3) differently. Article 16 Share certificates issued by the Company shall indicate the face value denominated in Renminbi. Article 17 Shares issued by the Company shall be centrally deposited at (name of securities registration organization). Article 18 The sponsors of the Company are [names of sponsors]. Their respectively subscribed shares are [numbers of shares] respectively. Their method and date of subscription payment are [method and time].. Note: The Company established for one year or more, in which a sponsor has already transferred his shares, need not indicate the number of shares held by that sponsor. 5
Article 19 The total number of shares in the Company is [number of shares]. The share structure of the Company is as follows: [number] ordinary shares and [number] other classes of shares [number]. Note: If the Company issues other classes of shares, explanations should be provided. Article 20 The Company or its subsidiary [including affiliates] shall not provide any assistance to anyone who buys or intends to buy the Company s shares in such forms as gift, advance, guarantee, compensation or loan. Section (ii) Increase, Decrease and Repurchase of Shares Article 21 Subject to resolution by the General Meeting and in accordance with law and regulations, the Company may increase its capital according to operational and development needs by the following means: (1) Public offering of shares; (2) Private placement of shares; (3) Distribution of bonus shares to existing shareholders; (4) Capitalization of reserves; and (5) Other means approved by laws, regulations and China Securities Regulatory Commission (CSRC). Note: The issuer of preferred shares shall provide for the following matters relating to issuance of preferred shares in the Articles of Association: Issued preferred shares of the Company shall not exceed fifty percent of total ordinary shares in the Company and proceeds therefrom shall not exceed fifty percent of the equity immediately prior to issuance, with repurchased and converted preferred shares being excluded from calculation. The Company shall not issue preferred shares convertible to ordinary shares. However, a commercial bank may, pursuant to regulatory requirements on the capital of commercial banks, issue preferred shares through private placement that are subject to mandatory conversion to ordinary shares when a trigger event occurs and observe relevant rules. The issuer of convertible corporate bonds also shall provide detailed requirements in the Articles of Association for the issuance, conversion procedure and arrangement of convertible bonds and resulting changes in share capital. Article 22 The Company may reduce its registered capital. Registered capital reduction shall follow the procedures set forth in the Company Law, relevant regulations and these Articles. 6
Article 23 The Company may acquire shares in the Company in any of the following circumstances pursuant to laws, regulations, ministerial rules and these Articles: (1) Reducing the registered capital of the Company; (2) Combination with another company that holds shares in the Company; (3) Granting shares as awards to employees of the Company; (4) Shareholders who disagree with the General Meeting resolution on combination or split-up require the Company to acquire their shares. The Company shall not buy or sell shares in the Company unless in the above circumstances. Note: The issuer of preferred shares shall also provide detailed requirements in the Articles of Association with respect to the issuer or shareholders exercising the option to repurchase preferred shares and the terms, price and proportion of repurchase. The issuer shall pay any dividend in arrears in full when repurchasing preferred shares pursuant to the Articles of Association, unless the issuer is a commercial bank issuing preferred shares for capital replenishment purposes. Article 24 The Company may acquire shares therein by: (1) call auction on stock exchange; (2) offer; or (3) other means approved by CSRC. Article 25 The Company acquiring shares therein under Items (1) to (3) of Article 23 is subject to resolution by the General Meeting. After the Company acquires shares in the Company under Item (1) of Article 23, shares shall be deregistered within 10 days of acquisition; if the acquisition falls under Item (2) or (4) of Article 23, shares shall be transferred or deregistered within six months. Shares in the Company acquired by the Company under Item (3) of Article 23 will not exceed 5% of total issued shares of the Company; such acquisition shall be funded by after-tax profit of the Company; acquired shares shall be transferred to employees within one year. Note: After repurchasing preferred shares pursuant to this article, the Company shall reduce the total number of preferred shares issued and outstanding accordingly. Section (iii) Transfer of Shares Article 26 Shares in the Company may be transferred in accordance with law. 7
Article 27 The Company does not accept shares in the Company as collateral. Article 28 Promoters that hold shares in the Company shall not transfer their shares within one years following incorporation of the Company. Shares issued prior to the public offering of shares by the Company shall not be transferred within one year after the stock of the Company begins trading on the stock exchange. Directors, supervisors and senior management of the Company shall declare their shareholdings (including preferred shares) in the Company and shareholding changes to the Company, not transfer more than 25% of their respective holdings in each year of service at the Company, and not transfer any shares in the Company within one year after the stock of the Company begins trading on the stock exchange. The above personnel shall not transfer shares in the Company within six months after leaving the Company. Note: If the Articles of Association include any other restrictive provisions on the transfer of shares in the Company (including preferred shares) by its directors, supervisors or senior management, please describe them. Article 29 If directors, supervisors or senior management of the Company that holds at least 5% of shares in the Company sells their shares in the Company within six months of purchase or buy them within six months of sale, all proceeds therefrom shall be the property of the Company and will be recovered by the Board of Directors of the Company. However, a securities firm that holds at least 5% of shares as a result of buying remaining shares in the role of underwriter by it is exempt from the six-month period restriction on share sale. If the Board of Directors of the Company does not act upon the preceding paragraph, shareholders may require the Board of Directors to do so within thirty days. If the Board of Directors fails to enforce it within aforesaid time frame, a shareholder may directly lodge an action with the people s court in its own name and in the interests of the Company. If the Board of Directors fails to act upon the first paragraph of this Article 29, the responsible directors shall assume joint and several liabilities in accordance with law. Chapter IV Shareholders and General Meeting of Shareholders Section (i) Shareholders Article 30 The Company shall create and maintain a register of members in accordance with certificates provided by the securities registration organization. The register of members is satisfactory evidence of shareholders holding shares in the Company. Shareholders shall exercise rights and assume obligations according to their class of shares. Shareholders holding the same class of shares shall have the same rights and assume the same obligations. 8
Note: The Company shall enter into a share custody agreement with the securities registration organization, regularly view information on substantial shareholders and changes in their interests (including pledge of interests) and acquire timely knowledge of the equity structure of the Company. Article 31 When the Company convenes the General Meeting, distribute dividends, commences liquidation or engages in any other activities requiring the identification of shareholders, the Board of Directors or the convener of the General Meeting shall determine the date of record. Shareholders who appear on the register of members after market close on the day of record are entitled to relevant rights and interests. Article 32 Shareholders of the Company have the following rights: (1) To receive dividends and other forms of benefits distributed in proportion to their shareholdings; (2) To request, convene, preside over, attend in person or by proxy and vote at the General Meeting; (3) To supervise, advise on or question the operation of the Company; (4) To Transfer or pledge shares held by them in the Company pursuant to laws, regulations and these Articles; (5) To access these Articles, the register members, corporate bond register, minutes of the Board of Directors, minutes of the Supervisory Board and financial statements; (6) To participate in the distribution of residual property of the Company in proportion to their shareholdings when the Company is terminated or liquidated; (7) Shareholders who disagree with the resolution of the General Meeting on combination or split-up may require the Company to acquire their shares; and (8) Other rights conferred by laws, regulations, ministerial rules or these Articles. Note: The issuer of preferred shares shall explicitly stipulate in the Articles of Association that shares held by preferred shareholders that do not attend the General Meeting shall not carry any voting rights, unless under the following circumstances: (1) the Articles of Association is amended in connection with preferred shares; (2) the registered capital of the Company is reduced by more than 10% individually or cumulatively; (3) the Company is merged, split-up, dissolved or changed in organizational form; (4) preferred shares are issued; or (5) other circumstances set forth in the Articles of Association. The issuer of preferred shares also shall explicitly stipulate in the Articles of Association that if the Company fails to pay dividend on preferred shares as agreed for three fiscal years cumulatively or two fiscal years consecutively, preferred shares may attend the General Meeting, with each preferred share carrying the voting rights prescribed in the Articles of Association. In the case of preferred shares with cumulative dividends that can be carried forward to the next fiscal year, voting rights 9
shall be restored until the Company pays the dividend in arrears. In the case of preferred shares with non-cumulative dividend, voting rights shall be restored until the Company pays the dividend for the current year in full. The Articles of Association may set forth other circumstances that trigger restoration of voting rights of preferred shares. Article 33 Shareholders that request or solicit relevant information stated in the previous article shall provide the Company with written documents evidencing the class and quantity of shares they hold in the Company. The Company will provide such information after verifying identities of shareholders. Article 34 If any resolution of the General Meeting or the Board of Directors of the Company contravenes any law or regulation, shareholders may request the people s court to declare the resolution invalid. If the convening procedure or voting method of the General Meeting or the Board of Director s meeting contravenes any law or regulation or these Articles, or if the content of the resolution of such meeting contravenes these Articles, shareholders may request the people s court to revoke the resolution within 60 days of resolution. Article 35 If directors or senior management cause any loss to the Company due to their violation of laws, regulations or these Articles in performing their duties, shareholders that hold at least 1% of shares in the Company individually or collectively for at least 180 consecutive days may require the Supervisory Board in writing to file a lawsuit with the people s court; if supervisors cause any loss to the Company due to their violation of laws, regulations or these Articles in performing their duties, shareholders may request the Board of Directors in writing to file a lawsuit with the people s court. If the Board of Directors or Supervisory Board refuses to file a lawsuit after receiving aforesaid written request of shareholders or fails to file a lawsuit within 30 days after receiving the written request, or there is any emergency that may lead to irreparable impairment of the interests of the Company if a lawsuit is not lodged immediately, shareholders stated in the preceding paragraph may directly file a lawsuit with the people's court in their own names. If any other person encroaches on the interests of and causes any loss to the Company, shareholders prescribed in the first paragraph of this article may file a lawsuit with the people s court pursuant to provisions set forth in the above two paragraphs. Article 36 If directors or senior management impair interests of shareholders in violation of laws, regulations or these Articles, shareholders may file a lawsuit against them with the people s court. Article 37 Shareholders of the Company shall have the following obligations: (1) To abide by laws, regulations and these Articles; (2) To pay their capital contributions based on shares they have subscribed for and 10
using the prescribed method of contribution; (3) Not to withdraw investment unless permitted by laws and regulations; (4) not to abuse the shareholder s rights against the interests of the Company or other shareholders, and not abuse the Company s independent corporate status or shareholder s limited liability against the interests of creditors of the Company; Any shareholder of the Company that misuses the shareholder s rights or causes any loss to other shareholders is liable to pay damages in accordance with laws; Any shareholder of the Company that misuses the Company s independent corporate status or shareholder s limited liability to evade debts and seriously impair interests of creditors of the Company shall be jointly and severally liable for debts of the Company; and (5) Other obligations imposed by laws, regulations and these Articles. Article 38 A shareholder holding at least 5% of voting shares in the Company shall report any pledge of shares thereby to the Company in writing on the date of occurrence. Article 39 The controlling shareholder or actual controller of the Company shall not utilize its related party status against interests of the Company; otherwise the controlling shareholder or actual controller is liable to damages if they cause a loss to the Company. The controlling shareholder or actual controller of the Company shall assume the duty of good faith to the Company and public shareholders. The controlling shareholder shall exercise its rights as a capital contributor strictly in accordance with laws. The controlling shareholder shall not impair interests of the Company or public shareholders through profit distribution, asset reorganization, external investment, capital occupation or loan collateralization or misuse of its controlling power. Section(ii) General Requirements on General Meeting Article 40 The General Meeting, as the supreme governing body of the Company, exercises the following powers and functions in accordance with the law: (1) To determine the operating policy and investment plan of the Company; (2) To elect and replace directors and supervisors representing employees and decide on matters relating to remuneration of directors and supervisors; (3) To examine and approve the report of the Board of Directors; (4) To examine and approve the report of the Supervisory Board; (5) To review and approve the annual budget and final accounts of the Company; (6) To review and approve the profit distribution plan and loss recovery plan of the 11
Company; (7) To resolve on the increase or reduction of the registered capital of the Company; (8) To resolve on issuance of corporate bonds of the Company; (9) To resolve on combination, split-up, dissolution, liquidation or organizational form change of the Company; (10) To amend these Articles; (11) To resolve on the engagement and removal of the accounting firm by the Company; (12) To review and approve guarantees under Article 41; (13) To review any purchase or sale of major assets in the past year exceeds 30% of most recently audited total assets of the Company; (14) To review and approve the change of purpose of raised funds; (15) To review the stock incentive plan; and (16) To review other matters to be decided on by the General Meeting in accordance with laws, regulations, ministerial rules or these Articles. Note: The foregoing powers and functions of the General Manager shall not be delegated to the BOD or any other organization or individual. Article 41 Any of the following external guarantees by the Company is subject to review and approval by the General Meeting: (1) Any guarantee provided after the total external guarantees by the Company and its majority-owned subsidiaries reach or exceed 50% of the most recently audited net assets of the Company; (2) Any guarantee provided after the total external guarantees by the Company reach or exceed 30% of the most recently audited total assets of the Company; (3) Any guarantee to an entity or individual with an asset-to-liability ratio of more than 70%; (4) Any guarantee that exceeds 10% of the most recently audited net assets of the Company; and (5) Any guarantee provided to shareholders, actual controller or their related parties. Article 42 The General Meetings are divided into annual General Meeting and extraordinary General Meeting. The annual General Meeting shall be held annually, within six months following the end of each fiscal year. Article 43 The Company shall held an extraordinary General Meeting within two months after any of the following circumstances takes place: (1) The number of directors is less than 2/3 of the minimum number required by the Company Law or these Articles; (2) Unrecovered losses of the Company reach 1/3 of paid-in capital of the Company; 12
(3) Shareholders that hold at least 10% of shares in the Company individually or collectively request an extraordinary General Meeting; (4) The Board of Directors deems it necessary to hold an extraordinary General Meeting; (5) The Supervisory Board proposes an extraordinary General Meeting; or (6) Other circumstances set forth in laws, regulations, ministerial rules or these Articles. Note: The Company shall specify the number of directors under Item (1) of this article in the Articles of Association. The calculation of shareholding percentage in Item (3) of this article only includes ordinary shares and preferred shares with restored voting rights. Article 44 The General Meeting of the Company shall be held at [name of venue]. The General Meeting shall provide a venue for holding the meeting on an onsite basis. The Company will also provide [online or other means] for the convenience of shareholders attending the General Meeting. Shareholders attending the General Meeting by such means are considered present at the meeting. Note: These Articles may specify the Company s address or other clearly designated places as the venue of the General Meeting. If the Company holds the General Meeting by any means other than on site, such means and the method to lawfully and effectively identify shareholders must be specified in these Articles. Article 45 When holding the General Meeting, the Company will hire lawyers to give legal opinions on the following matters: (1) Whether the convening and holding procedures conform to laws, regulations and these Articles; (2) Whether the qualifications of attendees and the convener are lawful and valid; (3) Whether the voting procedures and results of the meeting are lawful and valid; and (4) Other matters at the request of the Company. Section (iii) Convening of General Meeting of Shareholders Article 46 Independent directors may propose extraordinary General Meetings to the Board of Directors. If independent directors prose an extraordinary General Meeting, The Board of Directors shall give a written opinion stating whether or not it agrees or not to hold the extraordinary General Meeting in accordance with laws, regulations and these Articles within 10 days after receiving the proposal. If the Board of Directors agrees to hold the extraordinary General Meeting, the Board of Directors will issue a notice of General Meeting within five days after making the resolution. If the Board of Directors does not agree to hold the extraordinary General Meeting, the 13
Board of Directors will provide reasons and make an announcement. Article 47 The Supervisory Board may propose an extraordinary General Meeting in writing to the Board of Directors. The Board of Directors shall give a written opinion stating whether or not it agrees or not to hold the extraordinary General Meeting in accordance with laws, regulations and these Articles within 10 days after receiving the proposal. If the Board of Directors agrees to hold the extraordinary General Meeting, the Board of Directors shall issue a notice of General Meeting within five days after making the resolution. If the notice contains any change to the original proposal, consent of the Supervisory Board shall be obtained. If the Board of Directors does not agree to hold the extraordinary General Meeting or fails to give an opinion within 10 days after receiving the proposal, the Board of Directors will be deemed to be unable or have failed to perform the duty of convening the General Meeting and the Board of Directors may convene and preside over the General Meeting. Article 48 Shareholders that hold at least 10% of shares in the Company individually or collectively may request the Board of Directors in writing to hold an extraordinary General Meeting. The Board of Directors shall give a written opinion stating whether or not it agrees or not to hold the extraordinary General Meeting in accordance with laws, regulations and these Articles within 10 days after receiving the request. If the Board of Directors agrees to hold the extraordinary General Meeting, the Board of Directors shall issue a notice of General Meeting within five days after making the resolution. If the notice contains any change to the original request, consent of relevant shareholders shall be obtained. If the Board of Directors does not agree to hold the extraordinary General Meeting or fails to give an opinion within 10 days after receiving the request, shareholders that hold at least 10% of shares in the Company individually or collectively may propose an extraordinary General Meeting in writing to the Supervisory Board. If the Supervisory Board agrees to hold the extraordinary General Meeting, the Supervisory Board shall issue a notice of General Meeting within five days after receiving the request. If the notice contains any change in the original proposal, consent of relevant shareholders shall be obtained. If the Supervisory Board fails to give a notice of General Meeting within the specified time frame, the Supervisory Board is deemed to have failed to convene and preside over the General Meeting, in which case shareholders that hold at least 10% of shares in the Company individually or collectively for at least 90 days may convene and preside over the General Meeting. Note: The calculation of shareholding percentage in this article only includes ordinary shares and preferred shares with restored voting rights. 14
Article 49 If the Supervisory Board or shareholders decide to convene the General Meeting, the meeting shall be notified in writing to the Board of Directors and reported to the office of CSRC where the Company is located ( Local Office of CSRC ) and the stock exchange for filing purposes. Before the General Meeting resolutions are announced, convening shareholders shall hold at least 10% of shares in the Company. Convening shareholders shall, when issue the notice of General Meeting and the announcement of General Meeting resolutions, submit relevant documentary evidence to the Local Office of CSRC and the stock exchange. Note: The calculation of shareholding percentage in this article only includes ordinary shares and preferred shares with restored voting rights. Article 50 If the Supervisory Board or shareholders convene the General Meeting, the Board of Directors and the Board Secretary will provide assistance. The Board of Directors shall provide the register of members as at the date of record. Article 51 If the Supervisory Board or shareholders convene the General Meeting, all necessary costs and expenses of the meeting will be borne by the Company. Section (iv) Proposal and Notification of General Meeting Article 52 Proposals shall fall within the scope of powers and functions of the General Meeting, include clearly described topics and specific matters to be resolved on and meet relevant laws, regulations and these Articles. Article 53 The Board of Directors, the Supervisory Board and shareholders that hold at least 3% of shares in the Company individually or collectively may submit proposals to the General Meeting of the Company. Shareholders that hold at least 3% of shares in the Company individually or collectively may submit ad-hoc proposals in writing to the convener at least 10 days prior to the convening of the General Meeting. The convener shall give a supplementary notice of General Meeting to publish the content of the ad-hoc proposal within two days after receiving the proposal. Unless in the circumstances set forth in the preceding paragraph, the convener shall not modify any proposal listed in the notice of General Meeting or add any new proposal to the notice of General Meeting after issuing the notice of General Meeting. The General Meeting shall not vote or resolve on any proposal that is not listed in the notice of General Meeting or does not meet requirements set forth in Article 52 of these Articles. Note: The calculation of shareholding percentage in this article only includes ordinary shares and preferred shares with restored voting rights. Article 54 The convener will notify shareholders by an announcement twenty days prior to commencement of annual General Meeting or fifteen days prior to 15
commencement of extraordinary General Meeting. Note: The above periods shall not include the date of meeting when the Company calculates the start time. The Company may decide whether or not to include a notification procedure in these Articles according to actual circumstances. Article 55 The notice of General Meeting shall include the following: (1) Date, place and duration of meeting; (2) Matters to be reviewed and proposals; (3) An explicit statement that all ordinary shareholders (including preferred shareholders with restored voting rights) may attend and vote at the General Meeting in person or by proxy, which proxy does need to be a shareholder of the Company; (4) Date of record after which recorded shareholders are entitled to attend the meeting; (5) Name and telephone number of the regular contact person. Note: 1. The notice and supplementary notice of General Meeting shall provide an adequate, complete disclosure of the details of all proposals. If discussed matters require an opinion of independent directors, the opinion of independent directors and reasons shall be disclosed while the notice and supplementary notice of General Meeting is given. 2. If the General Meeting is held online or by other means, the time and procedure of online voting or voting by other means shall be indicated in the notice of meeting. The start time of online voting or voting by other means at the General Meeting shall not be earlier than 3:00 p.m. on the date immediately prior to the commencement date of onsite General Meeting and not later than 9:30 a.m. on the commencement date of onsite General Meeting, and the end time shall not be earlier than 3:00 p.m. on the closing date of the General Meeting. 3. The interval between date of record and date of meeting shall not exceed seven working days. Once confirmed, the date of record shall not be changed. Article 56 If matters on the election of directors or supervisors are to be discussed at the General Meeting, the notice of meeting shall fully disclose detailed information on candidates for directors or supervisors, at least including the following: (1) Educational background, work experience, concurrent work and other personal information; (2) Whether or not they are related parties of the Company or its controlling shareholder or actual controller; (3) Number of shares they hold in the Company; and 16
(4) Whether or not they were punished by CSRC or other relevant authorities or disciplined by the stock exchange. Except for cumulative election of directors or supervisors, candidates for directors or supervisors shall be proposed individually. Article 57 The General Meeting shall not be postponed or cancelled without unjustified reason after the notice of meeting is given. Proposals listed in the notice of meeting shall be non-cancelable. Once the General Meeting is postponed or cancelled, the convener shall make an announcement of postponement or cancellation stating the reason at least two working days prior to the original date of meeting. Section (v) Holding of General Meeting Article 58 The Board of Directors and other conveners will take necessary measures to ensure the General Meeting is in good order. The Board of Directors and other conveners will take measures to stop any interference in the General Meeting, trouble making activity or encroachment on interests of shareholders and immediately report them to the relevant authorities for investigation and punishment. Article 59 All ordinary shareholders (including preferred shareholders with restored voting rights) appearing on the register of members as at the date of record may attend and vote at the General Meeting in person or by proxy in accordance with laws, regulations and these Articles. Shareholders may attend and vote at the General Meeting in person or by proxy. Article 60 An individual shareholder who attends the meeting in person shall present his or her identity card or any other valid identity document or proof of his or her identity and the stock account card; if an individual shareholder attends the meeting by proxy, the proxy shall present his or her valid identity document and the proxy letter. Corporate shareholders shall be represented by their legal representatives or proxies of their legal representatives at the General Meeting. The legal representative who attends the meeting in person shall present his or her identity card and the valid proof of his or her legal representative status; if the legal representative attends the meeting by proxy, the proxy shall provide his or her identity card and the proxy letter issued in writing by the legal representative of the corporate shareholder. Article 61 The proxy letter issued by a shareholder shall include the following: (1) Name of proxy; (2) Whether or not the proxy is authorized to vote; (3) Instructions on voting for or against or abstaining from voting on each agenda item of the General Meeting; (4) Date and validity period of the proxy letter; and 17
(5) Signature (or seal) of the proxy. The corporate seal shall be provided in the proxy is a corporate shareholder. Article 62 The proxy letter shall indicate whether or not the proxy may vote at his or her discretion if the shareholder does not give any instruction; Article 63 If the proxy letter is signed on behalf of the principal, the authorization letter or other authorization documents that appoint the authorized signatory shall be notarized. The notarized authorization letter or other authorization documents and the proxy letter shall be retained at the address of the Company or any other place designated in the notice of meeting. If the principal is a corporation, the person attending the General Meeting on behalf thereof shall be a person authorized by its legal representative or board of directors or other decision making body. Article 64 The Company is responsible for developing the register of attendees, which includes attendees names, ID card numbers, addresses and numbers of voting shares held and names of proxies. Article 65 The convener and the lawyer hired by the Company will jointly verify the eligibility of shareholders according to the register of members provided by the securities depository and clearing organization and register the names of shareholders and numbers of voting shares they hold. Registration shall be ended before the chairperson declares the number of attending shareholders and proxies and the total number of voting shares they hold. Article 66 When the General Meeting is held, all directors, supervisors and the Board Secretary of the Company shall attend the meeting; the Manager and other senior management members shall attend the meeting as non-voting attendees. Article 67 The General Meeting shall be presided over by Chairman of the Board of Directors, or, in the absence or inability of Chairman of the Board of Directors to act, by Vice Chairman (the Vice Chairman elected by at least half of directors if there are two or more Vice Chairmen of the Board of Directors) of the Board of Directors, or, in the absence or inability of Vice Chairman of the Board of Directors to act, by a director elected by at least half of directors. The General Meeting convened by the Supervisory Board shall be presided over by Chairman of the Supervisory Board, or, in the absence or inability of Chairman of the Supervisory Board to act, Vice Chairman of the Supervisory Board or, in the absence or inability of Vice Chairman of the Supervisory Board to act, by a supervisor elected by at least half of supervisors. The General Meeting convened by shareholders shall be presided over by a representative designated by the convener. If the General Meeting cannot continue because the chairperson violates procedural rules, a substitute chairperson may be appointed with the consent of more than half of 18
voting shareholders present at the meeting to continue the meeting. Article 68 The Company shall develop procedural rules for the General Meeting and stipulate the holding and voting procedures of the General Meeting in detail, including notification, registration, review of proposals, voting, counting of votes, declaration of voting result, formation of resolutions and the taking, signing and announcement of minutes, principles of delegation to the Board of Directors by the General Meeting. Delegations shall be detailed and clear. Procedural rules for the General Meeting shall be developed by the Board of Directors, approved by the General Meeting and attached as an appendix to these Articles. Article 69 At the annual General Meeting, the Board of Directors and the Supervisory Board shall report to the General Meeting on their work done in the past year. Each independent director also shall present a performance report. Article 70 Directors, supervisors and senior management shall provide explanations and clarifications in response to queries and suggestions of shareholders. Article 71 The chairperson shall, prior to voting, declare the number of attending shareholders and proxies and the total number of voting shares they hold, which shall be as registered for the meeting. Article 72 The Board Secretary is responsible for taking minutes of the General Meeting. Minutes shall include the following: (1) Date, place and agenda of meeting and name of convener; (2) Names of chairperson and directors, supervisors, Manager and other senior management members present; (3) Number of attending shareholders and proxies, total number of voting shares held by attending shareholders and their percentage of total shares in the Company; (4) Deliberation process, key remarks and voting result of each proposal; (5) Queries or suggestions of shareholders and relevant replies or clarifications; (6) Names of lawyer, vote counter and scrutineer; and (7) Other items that shall be recorded in the minutes under these Articles. Note: If the Company issues both domestic shares and domestically listed foreign shares, the minutes also shall include: (1) numbers of voting shares held by holders (including proxies) of domestic shares and holders (including proxies) of domestically listed foreign shares, and the ratios they bear to total shares in the Company respectively; (2) results of voting on each matter resolved on by holders of domestic shares and holders of domestically listed foreign shares, if the voting results are recorded. If the Company does not finish the split share reform, the minutes also shall include: (1) numbers of voting shares held by holders (including proxies) of tradable shares 19
and holders (including proxies) of non-tradable shares, and the ratios they bear to total shares in the Company respectively; and (2) results of voting on each matter resolved on by holders of tradable shares and holders of non-tradable shares, if the voting results are recorded. The Company shall specify in these Articles any other items to be included in the minutes of the General Meeting according to circumstances. Article 73 The convener shall ensure the minutes are true, accurate and complete. Attending directors, supervisors, Board Secretary, convener or its representative and chairperson shall sign the minutes. The minutes shall be retained together with the register of attendees, proxy letters and valid materials on online voting or voting by other means for at least ten years. Note: The Company shall specify in these Articles the retention period of minutes of the General Meeting according to circumstances. Article 74 The convener shall ensure the General Meeting proceeds continuously till making final resolutions. If the General Meeting is suspended or no resolutions can be made due to force majeure or other special reasons, necessary measures shall be taken to resume the General Meeting as soon as possible or the General Meeting may be directly terminated, provided that a timely announcement is made. The convener shall make a report to the Local Office of CSRC and the stock exchange. Section (vi) Voting and Resolution at General Meeting Article 75 General Meeting resolutions are divided into ordinary resolutions and special resolutions. Ordinary resolutions of the General Meeting are subject to approval by attending shareholders (including proxies) that represent at least half of voting shares. Special resolutions of the General Meeting are subject to approval by attending shareholders (including proxies) that represent at least two thirds of voting shares. Article 76 Meeting: The following matters are subject to ordinary resolutions by the General (1) Work reports of the Board of Directors and the Supervisory Board; (2) Profit distribution plan and loss recovery plan prepared by the Board of Directors; (3) Appointment, removal and remuneration of Board of Directors and Supervisory Board members and remuneration payment methods; (4) Annual budget and final accounts of the Company; (5) Annual report of the Company; and (6) Other matters that are not subject to special resolutions by the General Meeting under laws, regulations or these Articles. 20
Article 77 Meeting: The following matters are subject to special resolutions by the General (1) Increase or reduction of the registered capital of the Company; (2) Split-up, combination, dissolution and liquidation of the Company; (3) Revision of these Articles; (4) Purchase or sale of major assets or guarantee in the past year exceeds 30% of most recently audited total assets of the Company; (5) Stock incentive plan; (6) Other matters that have a material impact on the Company as confirmed by ordinary resolutions of the General Meeting and subject to special regulations under laws, regulations or these Articles. Note: In addition to approval by at least 2/3 of voting rights held by attending ordinary shareholders (including preferred shareholders with restored voting rights, and including proxies), special resolutions of the General Meeting on the following matters are also subject to approval by at least 2/3 of voting rights held by attending preferred shareholders (excluding preferred shareholders with restored voting rights, and including proxies): (1) amendment to these Articles in connection with preferred shares; (2) reduction in the registered capital of the Company by more than 10%, either individual or cumulative; (3) the combination, split-up, dissolution or organizational form change of the Company; (4) issuance of preferred shares; and (5) other circumstances set forth in these Articles. Article 78 Shareholders (including proxies) shall exercise their voting rights according to the number of their voting shares. Each share carries one vote. When the General Meeting deliberates on significant matters that have an effect on interests of small and medium investors, the votes of small and medium investors shall be counted separately. The result of separate vote counting shall be disclosed timely. Shares held by the Company do not carry any voting right and are excluded from the total number of voting shares held by shareholders attending the General Meeting. The Board of Directors, independent directors and shareholders that meet relevant conditions may publicly solicit voting rights of shareholders. Such information as specific intent of voting shall be fully disclosed to target shareholders when voting rights are solicited. Voting rights of shareholders shall not be solicited on a paid basis directly or in any disguised manner. The Company shall not impose any minimum shareholding percentage requirement when soliciting voting rights. Note: If the Company has other shares issued and outstanding, the Company shall provide clarification on whether such shares carry voting rights or not. If voting rights of preferred shares are restored, the voting rights carried by each preferred 21