Form 6-K PETROCHINA CO LTD For: Jun 10

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of June 2022    

Commission File Number: 001-15006

PETROCHINA COMPANY LIMITED

9 Dongzhimen North Street, Dongcheng District

Beijing, The People’s Republic of China, 100007

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ☐            No  ☒

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                )

EXHIBITS

Exhibit Number

99.1 Amended articles of association of the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this announcement to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

ARTICLES OF ASSOCIATION

OF

PETROCHINA COMPANY LIMITED

ARTICLES OF ASSOCIATION

OF PETROCHINA COMPANY LIMITED

ARTICLES OF ASSOCIATION OF

PETROCHINA COMPANY LIMITED

Approved by a Shareholders’ Special Resolution at the Extraordinary General Meeting on 3 December 1999

Amended by a Shareholders’ Special Resolution at the Extraordinary General Meeting on 10 March 2000

Amended by a Resolution of the Fifth Meeting of the First Board of Directors on 30 May 2000

Amended by a Shareholders’ Special Resolution at the 2000 Annual General Meeting on 8 June 2001

Amended by a Shareholders’ Special Resolution at the 2004 Annual General Meeting on 26 May 2005

Amended by a Resolution of the Meeting of the Special Board Committee on 31 August 2005

Amended by a Shareholders’ Special Resolution at the Extraordinary General Meeting on 1 November 2006

Amended by a Resolution of the Meeting of the Special Board Committee on 17 September 2007

Amended by a Shareholders’ Special Resolution at the 2007 Annual General Meeting on 15 May 2008

Amended by a Shareholders’ Special Resolution at the 2012 Annual General Meeting on 23 May 2013

Amended by a Shareholders’ Special Resolution at the Extraordinary General Meeting on 26 October 2017

Amended by a Shareholders’ Special Resolution at the 2019 Annual General Meeting on 11 June 2020

Amended by a Shareholders’ Special Resolution at the 2021 Annual General Meeting on 9 June 2022

CHAPTER 1: GENERAL PROVISIONS

The Company was established by way of promotion with the approval of the State Economic and Trade Commission of the People’s Republic of China on 25 October 1999, as evidenced by approval document Guo Jing Mao Qi Gai [1999] no. 1024. It is registered with and has obtained a business licence from the State Administration for Industry and Commerce on 5 November 1999. The Company’s business licence number is: 1000001003252.

The promoter of the Company is: China National Petroleum Corporation.

The Company’s registered English name: PetroChina Company Limited.

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All assets of the Company are divided into shares of equal value. The shareholders shall be liable to the Company to the extent of the shares they subscribed for. The Company shall be liable for its debts to the extent of all of its assets.

From the date on which the Company’s Articles of Association come into effect, the Company’s Articles of Association constitute the legally binding document regulating the Company’s organisation and activities, and the rights and obligations between the Company and each shareholder and among the shareholders inter se.

A shareholder may take legal action against the Company pursuant to the Company’s Articles of Association, and the Company may take legal actions against its shareholders, directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers. A shareholder may also take legal action against another shareholder pursuant to the Company’s Articles of Association. A shareholder can take legal action against the directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers of the Company pursuant to the Company’s Articles of Association.

The actions referred to in the preceding paragraph include court proceedings and arbitration proceedings.

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CHAPTER 2: THE COMPANY’S OBJECTIVES AND SCOPE OF BUSINESS

To comply with the rules of the market; To continuously explore business models which are suitable for the development of the Company; To fully utilise every resource of the Company; To place emphasis on personnel training and technological development; To provide the society with competitive products; To use its best endeavours to maximise its profits.

Licensed business: the exploration of mineral resources, the exploitation of onshore oil and natural gas, the exploitation of offshore oil, the exploitation of offshore natural gas; the exploitation of geothermal resources, the heating supply services, the cooling supply services; the business undertakings of gas; the wholesale of crude oil, the storage of crude oil; the wholesale of refined oil, the storage of refined oil, the retails of refined oil; the production of hazardous chemicals, the storage of hazardous chemicals, the business undertakings of hazardous chemicals; the generation of electricity power, the transmission of electricity power, the supply (distribution) of electricity power, the supply of electricity power; waterway ordinary cargo transportation, roadway cargo transportation (excluding hazardous cargo), roadway hazardous cargo transportation; project construction; the pipeline storage and transportation of petroleum and natural gas; the production of food additives; the retail of tobacco products, the retail of electronic cigarette; the production of medical devices of Class II; the services of accommodation; the retail of publications; the reproduction of audio-visual products, the copy of audio-visual products; the information services of Internet.

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General business: mineral processing, the production of chemical products (excluding licensed chemical products), the sales of chemical products (excluding licensed chemical products); the production of fertilizer, the sales of fertilizer; the sales of food additives; the production of petroleum products (excluding hazardous chemicals), the sales of petroleum products (excluding hazardous chemicals); the processing of lubricating oil (excluding hazardous chemicals), the production of lubricating oil (excluding hazardous chemicals), the sales of lubricating oil; the onshore pipeline transportation, the submarine pipeline transportation; engineering technical services (excluding planning management, exploration, design and supervision), the project management services, the technical services of petroleum and natural gas; the research and development of technology of carbon emission reduction, carbon conversion, carbon capture and carbon sequestration; the research and development of emerging energy technology, the research and development of new materials technology, the promotion services of new materials technology; the technology services, the technology development, the technology consultation, the technology communication, the technology transfer, the technology promotion; the manufacture of batteries, the sales of hydrogen fueling and hydrogen storage facilities for stations; the sales of vehicle electricity charging, the centralized fast charging stations, the operation of electric vehicle charging infrastructures, the sales of electrical accessories of new energy vehicles, the sales of batteries, the sales of battery replacement facilities of new energy vehicles; the operation of gas fueling for gas vehicles; the manufacture of synthetic materials (excluding hazardous chemicals), the sales of synthetic materials; the manufacture of engineering plastics and synthetic resin, the sales of engineering plastics and synthetic resin; the manufacture of synthetic fiber, the sales of synthetic fiber; the manufacture of new membrane materials, the sales of new membrane materials; the sales of high-quality synthetic rubber; the manufacture of high-performance fiber and composite materials, the sales of high-performance fiber and composite materials; the manufacture of bio-based materials, the sales of bio-based materials; the manufacture of graphite and carbon products, the sales of graphite and carbon products; the sales of graphene materials; the manufacture of electronic special materials, the sales of electronic special materials, the research and development of electronic special materials; the research and experimental development of engineering and technology. The sales of pipeline transportation equipment; the repairment and maintenance of automobiles; the retail of automobile spare parts; the sales of commodity; the sales of agricultural machinery; the sales of medical devices of Class II; the import and export of goods, the import and export of technology, the custom clearance business; the domestic freight agency, the international freight agency, the international marine freight agency, domestic charter agency, international charter agency; the provision of accommodation; the sales of food (pre-packaged food only), the sales of agricultural and sideline products; the retail of publications, the lease of audio-visual products; the lease of non-residential real property, the lease of residential real property, the lease of machinery; the retail of clothing and accessory, the retail of sport usable and equipment, the wholesale of stationery goods, the retail of stationery goods, the wholesale of hardware goods, the retail of hardware goods, the sales of furniture, the sales of furniture spare parts, the sales of construction materials, the retail of daily household appliances, the sales of household appliances, the sales of electronic products, the wholesale of daily necessities, the sales of daily necessities, the sales of hygiene products and single-use medical products, the sales of labor protection supplies, the sales agency of single-use commercial prepaid card; sales agency; the ticket agency services; the electronic weighing services; the production, design, agency and publication of advertisement; the professional cleaning, washing and disinfection services.

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For items required to be approved by laws, operations may be conducted only upon and with the approval of relevant authorities.

The Company’s scope of business shall be consistent with and subject to the scope of business approved by the authority responsible for the registration of the Company.

The Company may, according to the demand in the domestic and international markets, the Company’s development ability and the requirements of its business, adjust its scope of business in accordance with the laws.

Subject to and in compliance with laws and administrative regulations of the People’s Republic of China (“PRC”), the Company has the rights to raise and borrow money, which includes (without limitation) the rights to borrow money, issue debentures, mortgage or pledge all or part of the Company’s interests and to provide guarantees of various forms for the debts of third parties (including, without limitation, subsidiaries or associated companies of the Company) under different circumstances.

CHAPTER 3: SHARES AND REGISTERED CAPITAL

The shares of the Company shall be issued in accordance with the principles of openness, fairness and impartiality. Each share of the same class shall carry the same rights and the same benefits.

Shares of the same class issued at the same time shall be issued on the same terms and at the same price. The price of each share subscribed for by any organisation or individual shall be the same.

“Foreign Investors” shall refer to investors from foreign countries and in the regions of Hong Kong, Macau and Taiwan who subscribe for the Company’s shares. “Domestic Investors” shall refer to investors within the territory of the PRC (except the regions referred to above) who subscribe for the Company’s shares.

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“Foreign currencies” mean the legal currency of countries or regions outside the PRC which are recognised by the foreign exchange authority of the State for payment of the share price to the Company.

Domestic-Invested Shares issued by the Company shall be referred to as “A Shares”, which are traded on the Shanghai Stock Exchange. Overseas-Listed Foreign-Invested Shares issued by the Company which are listed in Hong Kong shall be referred to as “H Shares”. H Shares are shares admitted for listing on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), which are denominated in Renminbi and are subscribed for and traded in Hong Kong dollars. H Shares can also be listed on a stock exchange in the United States in the form of American Depository Receipts.

The A Shares of the Company shall be held in central custody at the Shanghai branch of China Securities Depository and Clearing Corporation Limited. The H Shares of the Company shall be held in custody by the authorised depository companies of Hong Kong Securities Clearing Company Limited and may also be held by shareholders in their own names.

The Company issued 160,000,000,000 shares to its promoter upon its establishment in November 1999, which then represented 100% of the Company’s share capital.

The Company issued 15,824,176,000 H Shares at its initial public offering in April 2000. The promoter sold 1,758,242,000 shares of the Company held by it. The share capital of the Company changed to 175,824,176,000 ordinary shares, of which 158,241,758,000 shares were held by the promoter of the Company, China National Petroleum Corporation, representing approximately 90% of the Company’s share capital, and 17,582,418,000 shares were held by the H Shares shareholders, representing 10% of the Company’s share capital.

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The Company placed 3,516,482,000 H shares (including the shares sold by the promoter, namely 287,712,182 shares sold by the National Council for Social Securities Fund and 31,968,000 additional H shares sold by the National Council for Social Securities Fund pursuant to the exercise in full of the managers’ option) in September 2005. The share capital of the Company changed to 179,020,977,818 ordinary shares, of which 157,922,077,818 shares were held by the promoter of the Company, China National Petroleum Corporation, representing approximately 88.21% of the Company’s share capital, and 21,098,900,000 shares were held by the H Shares shareholders, representing approximately 11.79% of the Company’s share capital.

The Company issued 4,000,000,000 A Shares in October 2007. The share capital of the Company changed to 183,020,977,818 ordinary shares, of which 157,922,077,818 shares are held by the promoter of the Company, China National Petroleum Corporation, representing approximately 86.29% of the Company’s share capital, 4,000,000,000 shares are held by the other holders of Domestic-Invested Shares, representing approximately 2.18% of the Company’s share capital, and 21,098,900,000 shares are held by the H Shares shareholders, representing approximately 11.53% of the Company’s share capital.

The Company may implement its proposal to issue Overseas-Listed Foreign-Invested Shares and Domestic-Invested Shares separately pursuant to the preceding paragraph within fifteen (15) months from the date of approval by the securities authority of the State Council.

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The Company may increase its capital in the following ways:

(1) by public offering of shares;

(2) by non-public offering of shares;

(3) by allotting bonus shares to its existing shareholders;

(4) by converting common reserve fund into share capital;

(5) by any other means which is stipulated by law and administrative regulation and approved by the securities regulatory authority under the State Council.

After the Company’s increase of share capital by means of the issuance of new shares has been approved in accordance with the provisions of the Company’s Articles of Association, the issuance shall be made in accordance with the procedures set out in the relevant laws and administrative regulations.

Domestic-Invested Shares and Overseas-Listed Foreign-Invested Shares shall be purchased, sold, donated, inherited and charged on in accordance with the PRC laws and the Company’s Articles of Association. The transfer and transmission of the shares shall be registered in accordance with the relevant regulations.

The Company may not accept its own shares as the subject matter of a pledge.

The Company has the power to sell the shares of a shareholder who is untraceable and retain the payment, if

(a) during a period of 12 years at least three times dividends in respect of the shares in question have become payable and no dividend during that period has been claimed; and

(b) on expiry of the 12 years the Company gives notice of its intention to sell the shares by way of an advertisement with the approval from the securities authority of the State Council, and notifies the relevant domestic and overseas securities regulatory authorities of such intention.

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CHAPTER 4: REDUCTION OF CAPITAL AND REPURCHASE OF SHARES

The Company shall notify its creditors within ten (10) days of the date of the Company’s resolution for reduction of registered capital and publish an announcement in a newspaper within thirty (30) days of the date of such resolution. A creditor has the right, within thirty (30) days of receipt of the notice from the Company or, in the case of a creditor who does not receive such notice, within forty-five (45) days of the date of the announcement, to require the Company to repay its debts or to provide a corresponding guarantee for such debt.

The Company’s registered capital may not, after the reduction in capital, be less than the minimum amount prescribed by law.

(1) cancellation of shares for the purposes of reducing its capital;

(2) merging with another company that holds shares in the Company;

(3) granting the shares as an incentive to its employees;

(4) a shareholder who objects to a resolution on the merger or division of the Company adopted at a shareholders’ general meeting requests that the Company purchase his shares;

(5) other circumstances permitted by laws and administrative regulations.

Except for the above circumstances, the Company shall not trade in its own shares.

(1) by making a general offer for the repurchase of shares to all its shareholders on a pro rata basis;

(2) by repurchasing shares through public dealing on a stock exchange;

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(3) by repurchasing shares outside of the stock exchange by means of an off-market agreement;

(4) any other methods which is accepted by the securities regulatory authority under the State Council.

An agreement for the share repurchase referred to in the preceding paragraph includes (without limitation) an agreement pursuant to which the Company agrees to undertake the obligation and acquire the right to the repurchased shares.

The Company may not assign an agreement for the repurchase of its shares or any right contained in such an agreement.

If the Company repurchases its shares pursuant to Item (1) of Article 25, it shall cancel such shares within ten (10) days of the date of such repurchase. If the Company repurchases its shares pursuant to Item (2) or Item (4) of Article 25, it shall transfer or cancel such shares within six (6) months.

The number of the Company’s shares repurchased by the Company pursuant to Item (3) of Article 25 shall not exceed five per cent (5%) of the total issued shares of the Company, and the funds used for such repurchase shall be paid out of the Company’s after-tax profits. The shares so repurchased shall be transferred to employees within one (1) year.

The aggregate par value of the cancelled shares shall be deducted from the Company’s registered capital Provided that if the accounting treatment on repurchase of shares of the Company in accordance with applicable accounting principles and standards provides otherwise, such accounting treatment shall be adopted.

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(1) where the Company repurchases shares at par value, payment shall be made out of the account balance of distributable profits of the Company or out of the proceeds from the issue of new shares made for the purpose of repurchasing old shares;

(2) where the Company repurchases shares at a premium to its par value, payment for the amount of the par value shall be made out of the account balance of distributable profits of the Company or out of the proceeds from the issue of new shares made for the purpose of repurchasing old shares. Payment of the portion in excess of the par value shall be made as follows:

(i) if the shares being repurchased were issued at par value, payment shall be made out of the account balance of distributable profits of the Company;

(ii) if the shares being repurchased were issued at a premium to its par value, payment shall be made out of the account balance of distributable profits of the Company or out of the proceeds from the issue of new shares made for the purpose of repurchasing old shares, provided that the amount paid out of the proceeds from the issue of new shares shall not exceed the aggregate amount of premiums received by the Company on the issue of the shares repurchased, nor shall it exceed the book value of the Company’s capital common reserve fund account (including the amount of premiums received on the issue of new shares) at the time of the repurchase;

(3) the Company shall make the following payments out of the Company’s distributable profits:

(i) payment for the acquisition of the right to repurchase its own shares;

(ii) payment for variation of any contract for the repurchase of its shares;

(iii) payment for the release of its obligation(s) under any contract for the repurchase of shares;

(4) after the Company’s registered capital has been reduced by the aggregate par value of the cancelled shares in accordance with the relevant provisions, the amount deducted from the distributable profits of the Company for payment of the par value of shares which have been repurchased shall be credited to the Company’s capital common reserve fund account.

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CHAPTER 5: FINANCIAL ASSISTANCE FOR ACQUISITION OF SHARES

The Company and its subsidiaries shall not, at any time, provide any form of financial assistance to the Obligor for the purposes of reducing or discharging the obligations assumed by such person.

This Article shall not apply to the circumstances specified in Article 32 of this Chapter.

(1) gift;

(2) guarantee (including the assumption of liability by the guarantor or the provision of assets by the guarantor to secure the performance of obligations by the Obligor), compensation (other than compensation in respect of the Company’s own default) or release or waiver of any rights;

(3) provision of loan or the conclusion of any agreement under which the obligations of the Company are to be fulfilled before the obligations of the other party, any change to such loan or parties to the agreement, or the assignment of rights under such loan or agreement;

(4) any other form of financial assistance given by the Company when the Company is insolvent or has no net assets, or if such financial assistance will substantially reduce the Company’s net assets.

For the purposes of this Chapter, “assumption of obligations” includes the assumption of obligations by the Obligor by way of entering into any contract or making an arrangement (irrespective of whether such contract or arrangement is enforceable or not and irrespective of whether such obligation is to be borne solely by the Obligor or jointly with other persons) or by any other means which results in a change in his financial position.

(1) the provision of financial assistance by the Company where the financial assistance is given in good faith in the interests of the Company, and the principal purpose of which is not for the acquisition of shares of the Company, or the financial assistance provided is an incidental part of a general plan of the Company;

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(2) the lawful distribution of the Company’s assets by way of dividend;

(3) the distribution of dividend by allotment of shares;

(4) the reduction of registered capital, the repurchase of shares of the Company or the reorganisation of the share capital structure of the Company effected in accordance with the Company’s Articles of Association;

(5) the provision of loans by the Company within its scope of business and in the ordinary course of its business (provided that the net assets of the Company are not thereby reduced or that, to the extent that the net assets are thereby reduced, the financial assistance is provided out of the Company’s distributable profits);

(6) contributions made by the Company to the employee share ownership schemes (provided that the net assets of the Company are not thereby reduced or that, to the extent that the net assets are thereby reduced, the financial assistance is provided out of the Company’s distributable profits).

CHAPTER 6: SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS

The share certificate of the Company shall, aside from matters required by the Company Law and the Special Regulations, also contain other matters required to be stated therein by the stock exchange(s) on which the Company’s shares are listed.

(1) the name (title), address (residence), occupation or nature of each shareholder;

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(2) the class and number of shares held by each shareholder;

(3) the amount paid-up or payable for the shares held by each shareholder;

(4) the share certificate number(s) of the shares held by each shareholder;

(5) the date on which each person was entered in the register as a shareholder;

(6) the date on which any shareholder ceases to be a shareholder.

Unless there is evidence to the contrary, the register of shareholders shall be sufficient evidence of the shareholders’ holding of shares of the Company.

A duplicate register of shareholders for the holders of Overseas-Listed Foreign-Invested Shares shall be maintained at the Company’s residence. The appointed overseas agent(s) shall ensure consistency between the original and the duplicate register of shareholders of Overseas-Listed Foreign-Invested Shares at all times.

If there is any inconsistency between the original and the duplicate register of shareholders of Overseas-Listed Foreign-Invested Shares, the original shall prevail.

(1) the register of shareholders which is maintained at the Company’s residence (other than those share registers which are described in sub-paragraphs (2) and (3) of this Article);

(2) the register of shareholders of Overseas-Listed Foreign-Invested Shares of the Company which is maintained in the same place as the overseas stock exchange on which the shares are listed; and

(3) the register of shareholders which are maintained in such other place as the board of directors may consider necessary for the purposes of the listing of the Company’s shares.

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Amendments or rectification of the register of shareholders shall be made in accordance with the laws of the place where the register of shareholders is maintained.

All Overseas-Listed Foreign-Invested Shares listed in Hong Kong which have been fully paid-up may be freely transferred in accordance with the Company’s Articles of Association. However, unless such transfer complies with the following requirements, the board of directors may refuse to recognise any instrument of transfer and would not need to provide any reason therefor:

(1) a fee of HK$2.50 per instrument of transfer or such higher amount as the board of directors may from time to time require but not exceeding the amount agreed from time to time in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited has been paid to the Company for registration of the instrument of transfer and other documents relating to or which will affect the ownership of the shares;

(2) the instrument of transfer only relates to Foreign-Listed Foreign-Invested Shares listed in Hong Kong;

(3) the stamp duty which is chargeable on the instrument of transfer has already been paid;

(4) the relevant share certificate(s) and any other evidence which the board of directors may reasonably require to show that the transferor has the right to transfer the shares have been provided;

(5) if it is intended that the shares be transferred to joint owners, the number of joint owners shall not be more than four (4);

(6) the Company does not have any lien on the relevant shares.

If the Company refuses to register any transfer of shares, the Company shall provide the transferor and transferee with a notice of refusal to register such transfer within two (2) months of formal application for the transfer.

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Application by a holder of Domestic-Invested Shares, who has lost his share certificate, for a replacement share certificate shall be dealt with in accordance with Article 144 of the Company Law.

Application by a holder of Overseas-Listed Foreign Shares, who has lost his share certificate, for a replacement share certificate may be dealt with in accordance with the law of the place where the original register of shareholders of Overseas-Listed Foreign-Invested Shares is maintained, the rules of the stock exchange or other relevant regulations.

The issue of a replacement share certificate to a holder of H Shares, who has lost his share certificate, shall comply with the following requirements:

(1) The applicant shall submit an application to the Company in a prescribed form accompanied by a notarial certificate or a statutory declaration (i) stating the grounds upon which the application is made and the circumstances and evidence of the loss; and (ii) declaring that no other person is entitled to have his name entered in the register of shareholders in respect of the Relevant Shares.

(2) The Company has not received any declaration made by any person other than the applicant declaring that his name shall be entered into the register of shareholders in respect of such shares before it decides to issue a replacement share certificate to the applicant.

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(3) The Company shall, if it intends to issue a replacement share certificate, publish a notice of its intention to do so at least once every thirty (30) days within a period of ninety (90) consecutive days in such newspapers as may be prescribed by the board of directors.

(4) The Company shall, prior to publication of a notice of its intention to issue a replacement share certificate, deliver to the stock exchange on which its shares are listed a copy of the notice to be published and may publish the notice upon receipt of confirmation from such stock exchange that the notice has been displayed in the premises of the stock exchange. Such notice shall be displayed in the premises of the stock exchange for a period of ninety (90) days.

In the case of an application for the issue of a replacement share certificate which is made without the consent of the registered holder of the Relevant Shares, the Company shall deliver by mail to such registered shareholder a copy of the notice to be published.

(5) If, by the expiration of the 90-day period referred to in paragraphs (3) and (4) of this Article, the Company has not have received any objections from any person in respect of the issuance of the replacement share certificate, it may issue a replacement share certificate to the applicant pursuant to his application.

(6) Where the Company issues a replacement share certificate pursuant to this Article, it shall forthwith cancel the original share certificate and record the cancellation of the original share certificate and issuance of a replacement share certificate in the register of shareholders accordingly.

(7) All expenses relating to the cancellation of the original share certificate and the issuance of a replacement share certificate shall be borne by the applicant and the Company is entitled to refuse to take any action until reasonable security is provided by the applicant therefor.

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The directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers of the Company shall declare to the Company the status of their respective shareholding in the Company and any change thereof, and during their respective term of office, may not on an annual basis transfer more than twenty-five per cent (25%) of the shares of the Company held by them respectively. The shares held by the aforementioned person may not be transferred within one (1) year of the date of listing of the Company’s shares. Any of the aforementioned person may not transfer the shares in the Company held by him/her within six (6) months after he/she leaves office, except for changes in his/her shares as a result of judicial enforcement, succession, bequest, or legal partition of property.

Where a director, supervisor, president, senior vice president, vice president, chief financial officer and other senior officer of the Company holds not more than one thousand (1,000) shares of the Company, he/she may transfer all of the shares at a time and shall not be subject to the restriction on transfer percentage specified in the preceding paragraph.

If the board of directors of the Company fails to act in accordance with the preceding paragraph, shareholders shall have the right to demand that the board of directors act accordingly within thirty (30) days. If the board of directors of the Company fails to act within the said time period, shareholders shall have the right, in the interests of the Company, to directly initiate proceedings in the court in their own name.

If the board of directors of the Company fails to act in accordance with the first paragraph of this Article, the responsible directors shall be jointly liable in accordance with laws.

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CHAPTER 7: SHAREHOLDERS’ RIGHTS AND OBLIGATIONS

A shareholder shall enjoy rights and assume obligations according to the class and number of shares held by him; shareholders who hold shares of the same class shall enjoy the same rights and assume the same obligations.

In the case of the joint shareholders, if one of the joint shareholders is deceased, only the other existing shareholders of the joint shareholders shall be deemed as the persons who have the ownership of the relevant shares. But the board of directors has the power to require them to provide a certificate of death as necessary for the purpose of modifying the register of shareholders. For joint shareholders of the shares, only the joint shareholder ranking first in the register of shareholders has the right to accept certificates of the relevant shares, receive notices of the Company, attend and vote at shareholders’ general meetings of the Company. Any notice which is delivered to such shareholder shall be considered as having been delivered to all the joint shareholders of the relevant shares.

(1) the right to receive dividends and other distributions in proportion to the number of shares held;

(2) the right to propose, convene, preside over, attend or appoint a proxy to attend shareholders’ general meetings and to vote thereat in accordance with laws;

(3) the right of supervisory management over the Company’s business operations and the right to present proposals or to raise queries;

(4) the right to transfer, donate or pledge shares in accordance with laws, administrative regulations and provisions of the Company’s Articles of Association;

(5) the right to obtain relevant information in accordance with the provisions of the Company’s Articles of Association, including:

(i) the right to obtain a copy of the Company’s Articles of Association, subject to payment of costs;

(ii) the right to inspect and copy, subject to payment of a reasonable fee:

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(6) in the event of the termination or liquidation of the Company, the right to participate in the distribution of residual assets of the Company in proportion to the number of shares held;

(7) the right to request the Company to purchase the shares held by that shareholder if such shareholder objects to a resolution of the shareholders’ general meeting on the merger or division of the Company;

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(8) other rights conferred by laws, administrative regulations and the Company’s Articles of Association.

The Company shall make available the above mentioned documents at its Hong Kong representative office for inspection by the shareholders and in respect of the documents mentioned in sub-sections (5)(ii)(a) and 5(ii)(c)-(g) above, by the public.

If the procedure for convening or the method of voting at a shareholders’ general meeting or a meeting of the board of directors violates any laws, administrative regulations or the Company’s Articles of Association, or if the contents of a resolution breaches the Company’s Articles of Association, a shareholder may file a petition with the court to revoke the resolution within sixty (60) days from the date on which the resolution was passed.

If the supervisory committee or the board of directors refuses to initiate proceedings after receipt of a written request from the shareholder(s) as mentioned in the preceding paragraph, or fails to initiate proceedings within thirty (30) days of the date of receipt of the request, or under urgent circumstances where failure to promptly initiate proceedings would cause irreparable harm to the Company’s interests, the shareholders mentioned in the preceding paragraph are entitled to directly initiate proceedings in the court in their own name in the interests of the Company.

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If any third party infringes the lawful rights of the Company and has caused a loss to the Company, the shareholders mentioned in the first paragraph of this Article may initiate proceedings in the court according to the provisions of the two preceding paragraphs.

(1) to comply with the Company’s Articles of Association;

(2) to pay subscription monies according to the number of shares subscribed and the method of subscription;

(3) not to withdraw their share capital unless otherwise provided by laws or administrative regulations;

(4) not to abuse their shareholders’ rights to harm the Company’s or other shareholders’ interests; not to abuse the Company’s legal person status or the shareholders’ limited liability to harm the interests of the Company’s creditors. If a shareholder abuses its shareholder rights and causes a loss to the Company or other shareholders, he shall be held liable for damages in accordance with laws. If a shareholder abuses the Company’s legal person status or his limited liability as a shareholder to evade debts and thereby seriously harms the interests of the Company’s creditors, he shall bear joint and several liability for the debts of the Company;

(5) other obligations imposed by laws, administrative regulations and the Company’s Articles of Association.

Shareholders shall not bear any liability for further contribution to share capital other than according to the conditions agreed to by the subscribers of the relevant shares on subscription.

(1) to relieve a director or supervisor of his duty to act honestly in the best interests of the Company;

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(2) to approve the expropriation by a director or supervisor (for his own benefit or for the benefit of another person) of the Company’s assets in any way, including (without limitation) opportunities which are beneficial to the Company;

(3) to approve the deprivation by a director or supervisor (for his own benefit or for the benefit of another person) of the individual rights of other shareholders, including (without limitation) rights to distributions and voting rights (save in a company restructuring which has been approved by the shareholders in a general meeting in accordance with the Company’s Articles of Association).

(1) a person who, acting alone or in concert with others, has the power to elect half or more of the board of directors;

(2) a person who, acting alone or in concert with others, has the power to exercise or to control the exercise of 30% or more of the voting rights in the Company;

(3) a person who, acting alone or in concert with others, holds 30% or more of the issued and outstanding shares of the Company;

(4) a person who, acting alone or in concert with others, has de facto control of the Company in any other way.

The controlling shareholder and the de facto controller of the Company shall bear the fiduciary duty to the Company and the shareholders who hold the shares issued to the public. The controlling shareholder shall exercise his rights as an investor strictly according to laws. It shall not harm the lawful interests of the Company and the shareholders of shares issued to the public by way of profit distribution, assets restructuring, investment in any third party, appropriation of funds, loan security or any other ways. The controlling shareholder shall not harm the interests of the Company or the shareholders of shares issued to the public by taking advantage of his controlling status.

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CHAPTER 8: SHAREHOLDERS’ GENERAL MEETINGS

(1) to decide on the Company’s operational policies and investment plans;

(2) to elect and replace directors and to decide on matters relating to the remuneration of directors;

(3) to elect and replace supervisors who represent the shareholders and to decide on matters relating to the remuneration of supervisors;

(4) to examine and approve the board of directors’ reports;

(5) to examine and approve the supervisory committee’s reports;

(6) to examine and approve the Company’s proposed annual financial budget and final accounts;

(7) to examine and approve the Company’s annual profit distribution plans and loss recovery plans;

(8) to decide on the increase or reduction of the Company’s registered capital;

(9) to decide on matters such as merger, division, dissolution, liquidation of the Company, or changes in the form of the Company;

(10) to decide on the issue of debentures by the Company;

(11) to decide on the appointment, dismissal or non-renewal of the appointment of the accounting firms of the Company;

(12) to amend the Company’s Articles of Association;

(13) to consider motions raised by shareholders who represent three per cent (3%) or more of the total number of voting shares of the Company;

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(14) to examine and approve the security-related matters that are subject to the approval of shareholders in general meetings according to laws, administrative regulations or the Company’s Articles of Association;

(15) to examine the matters of purchase and/or sale by the Company within one year of significant assets exceeding thirty per cent (30%) of the latest audited total assets of the Company;

(16) to examine and approve the change of the use of the raised funds;

(17) to examine stock incentive plans;

(18) to decide on other matters which, according to laws, administrative regulations or the Company’s Articles of Association, are subject to shareholders’ approval in general meetings.

The shareholders in a general meeting may authorise the board of directors to carry out matters on their behalf or which they may delegate to the board of directors. Such authorization shall be clear and specific. An ordinary resolution of the shareholders’ general meeting shall be passed by affirmative votes representing at least fifty per cent (50%) of the voting rights represented by the shareholders (including shareholders’ proxies) present at the meeting. A special resolution of the shareholders’ general meeting shall be passed by affirmative votes representing at least two-thirds of the voting rights represented by the shareholders (including shareholders’ proxies) present at the meeting.

(1) Any security provided after the total amount secured by the Company and its controlled subsidiaries for third parties reaches or exceeds fifty per cent (50%) of the latest audited net assets of the Company;

(2) Any security provided after the total amount secured by the Company for third parties reaches or exceeds thirty per cent (30%) of the latest audited total assets of the Company;

(3) Any security provided for the beneficiary whose debt-to-asset ratio exceeds seventy per cent (70%);

(4) Any security with its amount exceeding ten per cent (10%) of the latest audited net assets;

(5) Any security provided for a shareholder, de facto controller and their affiliated parties.

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The board of directors shall convene an extraordinary general meeting within two (2) months of the occurrence of any one of the following events:

(1) where the number of directors is less than the number stipulated in the Company Law or two-thirds of the number specified in the Company’s Articles of Association;

(2) where the unrecovered losses of the Company amount to one-third of the total amount of its share capital;

(3) where shareholder(s) who individually or jointly holds 10 % or more of the Company’s issued and outstanding voting shares request(s) in writing for the convening of an extraordinary general meeting;

(4) whenever the board of directors deems necessary or the supervisory committee so requests;

(5) other circumstances specified in laws, administrative regulations, departmental regulations or the Company’s Articles of Association.

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The content of the motions mentioned in the preceding paragraph shall fall within the functions and powers of the shareholders’ general meeting, shall contain clear subjects for discussion and specific matters to be resolved and shall comply with relevant provisions of the laws, administrative regulations and the Company’s Articles of Association.

A shareholders’ extraordinary general meeting shall not decide on any matter not stated in the notice for the meeting.

(1) be in writing;

(2) specify the form, place, date and time of the meeting;

(3) state the matters to be discussed at the meeting;

(4) provide such information and explanation as are necessary for the shareholders to make an informed decision on the matters to be discussed at the meeting. Without limiting the generality of the foregoing, where a proposal is made to merge the Company with another, to repurchase the shares of the Company, to reorganise its share capital or to restructure the Company in any other way, the terms of the proposed transaction must be provided in detail together with copies of the proposed agreement, if any, and the cause and effect of such proposal must be properly explained;

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(5) include a disclosure of the nature and extent of the material interests (if any) of any director, supervisor, president, senior vice president, vice president, chief financial officer or other senior officer in the proposed transaction and explain the effect which the proposed transaction will have on them in their capacity as shareholders provided that it is different from the effect on other shareholders of the same class;

(6) include the full text of any special resolution to be proposed at the meeting;

(7) include a conspicuous statement that a shareholder entitled to attend and vote at such meeting is entitled to appoint one (1) or more proxies to attend and vote at such meeting on his behalf and that a proxy need not be a shareholder;

(8) specify the time and place for lodging proxy forms for the relevant meeting;

(9) the registration date for the shareholders entitled to attend the meeting;

(10) name and telephone number of the standing contact person of the meeting.

The public announcement referred to in the preceding paragraph shall be published in media designated by the securities authority of the State Council within the interval of forty-five (45) days to fifty (50) days before the date of the meeting; after the publication of such announcement, the holders of Domestic-Invested Shares shall be deemed to have received the notice of the relevant shareholders’ general meeting. Such public announcement shall be published in Chinese and English in accordance with Article 202 of the Articles of Association.

(1) the shareholders’ right to speak at the meeting;

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(2) the right to demand voting by poll individually or jointly with other persons;

(3) the right to vote by hand or by poll, but a proxy of a shareholder who has appointed more than one (1) proxy may only vote by poll.

If the shareholder is a recognized clearing house defined by the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), such shareholder is entitled to appoint one or more persons as his proxies to attend on his behalf at a general meeting or at any class meeting; but, if one or more persons have such authority, the letter of authorization shall contain the number and class of the shares with respect to each of such authorized persons. Such person can exercise the right on behalf of the recognized clearing house (or its attorney) as if he is an individual shareholder of the Company.

If the appointor is a legal person, its legal representative or such person as is authorised by resolution of its board of directors or other governing body may attend any meeting of shareholders of the Company as a representative of the appointor.

The Company has the right to request a proxy who attends a shareholders’ meeting to provide evidence of his or its identity.

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If a shareholder which is a legal person appoints its legal representative to attend a meeting on its behalf, the Company has the right to request such legal representative to produce evidence of his identity and a notarially certified copy of the resolutions of such shareholder’s board of directors in respect of the appointment of the proxy or the power of attorney executed by such other organisation which has the capacity to appoint the proxy.

An ordinary resolution must be passed by votes representing one-half or more of the voting rights represented by the shareholders (including proxies) present at the meeting.

A special resolution must be passed by votes representing two-thirds or more of the voting rights represented by the shareholders (including proxies) present at the meeting.

No voting rights shall be attached to the Company’s shares held by the Company, and such shares shall be excluded for the purpose of calculating the total number of voting shares held by the shareholders present at the shareholders’ general meeting.

Where any shareholder, under the listing rules, is required to abstain from voting on any particular resolution or restricted to vote only for or only against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.

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(1) the chairman of the meeting;

(2) at least two (2) shareholders present in person or by proxy entitled to vote thereat;

(3) one (1) or more shareholders present in person or by proxy who represent(s), individually or in aggregate, 10% or more of all shares carrying the right to vote at the meeting.

Unless voting by way of a poll is required under the listing rules or demanded by the persons, the chairman may declare that a resolution has been passed on a show of hands and the record of such in the minutes of the meeting shall be conclusive evidence of the fact that such resolution has been passed. There is no need to provide evidence of the number or proportion of votes in favour of or against such resolution.

The demand for a poll may be withdrawn by the person who demands the same.

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(1) work reports of the board of directors and the supervisory committee;

(2) annual profit distribution plans and loss recovery plans formulated by the board of directors;

(3) appointment or removal of members of the board of directors and members of the supervisory committee, their remuneration and manner of payment;

(4) annual budgets and final accounts, balance sheets and profit and loss accounts and other financial statements of the Company;

(5) matters other than those which are required by the laws, administrative regulations or the Company’s Articles of Association to be adopted by a special resolution.

(1) increase or reduction in the share capital of the Company and the issue of shares of any class, warrants and other similar securities by the Company;

(2) issue of debentures of the Company;

(3) division, merger, dissolution and liquidation of the Company;

(4) amendment of the Company’s Articles of Association;

(5) acquisition or disposal of major assets in one year or provision of securities for third parties which exceeds thirty per cent (30%) of the latest audited total assets of the Company;

(6) stock incentive plans;

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(7) any other matters considered by the shareholders in general meeting, and resolved by way of an ordinary resolution, to be of a nature which may have a material impact on the Company and should be adopted by a special resolution in accordance with the laws, administrative regulations and the Company’s Articles of Association.

(1) Shareholders who individually or in aggregate hold not less than ten per cent (10%) of the Company’s shares with voting right shall have the right to request in writing the board of directors to convene an extraordinary general meeting or a class meeting. The board of directors shall, according to the laws, administrative regulations and the Company’s Articles of Association, give written feedback of consenting to or refusing the convening of such extraordinary shareholders’ general meeting within ten (10) days after it has received the request.

If the board of directors consents to convene an extraordinary general meeting or a class meeting, it shall give notice for such shareholders’ general meeting within 5 days after it has so resolved. The consent of the concerned shareholders shall be obtained if any change is to be made to the request in the notice.

If the board of directors refuses to convene an extraordinary general meeting or a class meeting, or it fails to give any feedback within ten (10) days after it has received the request, the shareholders who individually or in aggregate hold not less than ten per cent (10%) of the Company’s shares shall have the right to request in writing the supervisory committee to convene the extraordinary general meeting or class meeting.

(2) If the supervisory committee consents to convene the extraordinary general meeting or the class meeting, it shall give the notice for such shareholders’ general meeting within five (5) days after it has received the request. The consent of the concerned shareholders shall be obtained if any change is to be made to the request in the notice.

If the supervisory committee fails to give notice of convening the shareholders’ general meeting within the provided time limit, the supervisory committee shall be deemed to have failed to convene and preside the shareholders’ general meeting, and the shareholders who individually or in aggregate hold not less than ten per cent (10%) of the Company’s shares for more than ninety (90) consecutive days may at their own discretion convene and preside such a meeting.

Any reasonable expenses incurred by the shareholders concerned by reason of failure by the board of directors to duly convene a meeting shall be repaid to shareholders concerned by the Company and any sum so repaid shall be set-off against sums owed by the Company to the defaulting directors.

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The chairman of the supervisory committee shall preside over the shareholders’ general meeting convened by the supervisory committee. When the chairman of the supervisory committee is unable or fails to perform his duties, the supervisor jointly selected by half or more of the supervisors shall preside over the meeting.

The shareholders’ general meeting convened by shareholders shall be presided over by the representative selected by the convener.

If the shareholders’ general meeting cannot proceed due to violation of the rules of procedures by the chairman during the meeting, another person selected by more than one-half of the shareholders with voting rights and present at the meeting may preside over the meeting, and then the meeting shall proceed.

The meeting minutes shall be in the charge of the secretary to the board of directors. The chairman of the meeting and the directors, supervisors, secretary to the board of directors, conveners or their representatives who attend the meeting shall sign on the meeting minutes. The minutes, shareholders’ attendance lists and proxy forms shall be kept at the Company’s place of residence for at least ten (10) years.

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CHAPTER 9: SPECIAL PROCEDURES FOR VOTING BY

A CLASS OF SHAREHOLDERS

Class shareholders shall enjoy rights and assume obligations in accordance with laws, administrative regulations and the Company’s Articles of Association.

(1) to increase or decrease the number of shares of that class, or to increase or decrease the number of shares of a class having voting right or right to dividends or other privileges equal or superior to those of shares of that class;

(2) to exchange all or part of the shares of that class for shares of another class or to exchange or to create a right to exchange all or part of the shares of another class for shares of that class;

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(3) to remove or reduce rights to accrued dividends or rights to cumulative dividends attached to shares of that class;

(4) to reduce or remove preferential rights attached to shares of that class to receive dividends or the distribution of assets in the event that the Company is liquidated;

(5) to add, remove or reduce share conversion rights, options, voting rights, transfer or pre-emptive rights, or rights to acquire securities of the Company attached to shares of that class;

(6) to remove or reduce rights to receive payment payable by the Company in particular currencies attached to shares of that class;

(7) to create a new class of shares having voting right, right to dividends or other privileges equal or superior to those of the shares of that class;

(8) to restrict the transfer or ownership of shares of that class or to increase the types of restrictions attaching thereto;

(9) to issue rights to subscribe for, or to convert the existing shares into, shares in the Company of that class or another class;

(10) to increase the rights or privileges of shares of another class;

(11) to restructure the Company in such a way so as to result in the disproportionate distribution of obligations among various classes of shareholders;

(12) to vary or abrogate any provision of this Chapter.

“(An) interested shareholder(s)”, as such term is used in the preceding paragraph, means:

(1) in the case of a repurchase of shares by way of a general offer to all shareholders of the Company or by way of public dealing on a stock exchange pursuant to Article 26, a “controlling shareholder” within the meaning of Article 56;

(2) in the case of a repurchase of shares by an off-market agreement pursuant to Article 26, a holder of the shares to which the proposed agreement relates;

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(3) in the case of a restructuring of the Company, a shareholder who assumes a lower proportion of obligation than the obligations imposed on shareholders of that class under the proposed restructuring or who has an interest in the proposed restructuring different from the general interests of the other shareholders of that class.

If the shareholders who intend to attend such class meeting represent half or more of the total number of shares of that class which have the right to vote at such meeting, the Company may hold the class meeting; if not, the Company shall within five (5) days give the shareholders further notice of the matters to be considered, and the date and the place of the class meeting by way of public announcement. The Company may then hold the class meeting after such public announcement has been made.

Class meetings shall be conducted in a manner which is as similar as possible to that of shareholders’ general meetings. The provisions of the Company’s Articles of Association relating to the manner for convening shareholders’ general meetings are also applicable to class meetings.

The special procedures for approval by separate class shareholders shall not apply to the following circumstances:

(1) where the Company issues, upon the approval by a special resolution of its shareholders in a general meeting, either separately or concurrently once every twelve (12) months, not more than 20% of each of its existing issued Domestic-Invested Shares and Overseas-Listed Foreign-Invested Shares; or

(2) where the Company’s plan to issue Domestic-Invested Shares and Overseas-Listed Foreign-Invested Shares at the time of its establishment is implemented within fifteen (15) months from the date of approval of the securities authority of the State Council.

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CHAPTER 10: BOARD OF DIRECTORS

The period for lodgement of notices in writing to the Company of the intention to propose a person for election as a director and of such person’s willingness to be elected shall be at least seven (7) days, which shall commence no earlier than the day after the despatch of the notice of the shareholders’ general meeting to be convened to consider such election and shall end no later than seven (7) days prior to the date of such general meeting.

The Chairman and the Vice-chairman shall be elected and removed by more than one-half of all of the members of the board of directors.

If no re-election is timely carried out upon the expiration of a director’s term of office, the original director shall perform his duties as a director in accordance with laws, administrative regulations, department rules and the Company’s Articles of Association until a new director is elected and takes his position.

President, senior vice presidents, vice presidents, chief financial officer or other senior officers may concurrently serve as a director, provided that the aggregate number of such directors shall not exceed one half of all the directors of the Company.

Subject to compliance with all relevant laws and administrative regulations, the shareholders’ general meeting may by ordinary resolution remove any director before the expiration of his term of office. However, the director’s right to claim for damages which arises out of his removal under any agreement shall not be affected thereby.

The Directors shall not be required to hold qualifying shares.

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(1) to be responsible for the convening of the shareholders’ general meeting and to report on its work to the shareholders in general meetings;

(2) to implement the resolutions passed by the shareholders in general meetings;

(3) to determine the Company’s business plans and investment proposals;

(4) to formulate the Company’s annual final financial budgets and final accounts;

(5) to formulate the Company’s profit distribution proposal and loss recovery proposal;

(6) to formulate proposals for the increase or reduction of the Company’s registered capital and for the issuance of the Company’s debentures or other securities as well as listing of securities of the Company;

(7) to draw up plans for the acquisition of the Company’s stocks, merger, division, dissolution as well as change of corporate forms of the Company;

(8) to decide on the Company’s internal management structure;

(9) to appoint or dismiss the Company’s president, to appoint or dismiss the senior vice presidents, vice presidents, chief financial officer and other senior officers of the Company based on the president’s nomination, and to decide on their remuneration;

(10) to formulate the Company’s basic management system;

(11) to formulate proposals for any amendment of the Company’s Articles of Association;

(12) to manage the disclosure of information of the Company;

(13) to exercise any other powers conferred by the shareholders in general meetings.

Other than the board of directors’ resolutions in respect of the matters specified in sub-paragraphs (6), (7) and (11) of this Article which shall be passed by the affirmative votes of two-thirds or more of all the directors, the board of directors’ resolutions in respect of all other matters may be passed by the affirmative votes of half or more of all the directors.

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For the purposes of this Article, “disposition of fixed assets” includes an act involving the transfer of an interest in assets but does not include the usage of fixed assets for the provision of security.

The validity of a disposition of fixed assets made by the Company shall not be affected by any breach of the first paragraph of this Article.

(1) to preside over shareholders’ general meetings and to convene and preside over meetings of the board of directors;

(2) to check on the implementation of resolutions passed by the board of directors at directors’ meetings;

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(3) to sign the securities certificates issued by the Company;

(4) to exercise other powers conferred by the board of directors.

When the Chairman is unable to exercise his powers, such powers shall be exercised by the Vice-chairman who has been designated by the Chairman to exercise such powers on his behalf.

A notice for a meeting of the board of directors shall set out the followings:

(1) time and venue of the meeting;

(2) duration of the meeting;

(3) reasons and agenda;

(4) the delivery date of the notice.

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Each director shall have one (1) vote. Unless otherwise provided for in the Company’s Articles of Association, a resolution of the board of directors must be passed by more than half of all of the directors of the Company. A resolution of the board of directors relating to related party transactions shall be signed by independent (non-executive) directors before coming into effect.

Where there is an equality of votes cast both for and against a resolution, the Chairman of the board of directors shall have a casting vote.

A director shall not vote on any board resolution in which he or any of his associates or a substantial shareholder has a material interest nor shall he be counted in the quorum present at the same board meeting. The relevant transaction shall be dealt with by way of a board meeting and not by way of circulation of written meeting materials. If an independent non-executive director (and whose associates) has no material interests in the transaction, he should be present at such board meeting.

In this Article, “substantial shareholder” and “associate” shall have the same meaning as defined in the listing rules. If any stock exchange where the shares of the Company are listed sets out more stringent rules in relation to the matters on which any director should abstain from voting, the directors should comply with the more stringent rules.

A Director appointed as a representative of another director to attend the meeting shall exercise the rights of a director within the scope of authority conferred by the appointing director. Where a director is unable to attend a meeting of the board of directors and has not appointed a representative to attend the meeting on his behalf, he shall be deemed to have waived his right to vote at the meeting.

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If the number of the members of the board of directors falls below the statutory minimum due to the resignation of a director, the resigning director shall perform his duties as a director in accordance with laws, administrative regulations, department rules and the Company’s Articles of Association until a new director is elected and takes his position.

Except for the circumstance mentioned in the preceding paragraph, a director’s resignation shall take effect upon the delivery of the resignation report with the board of directors.

CHAPTER 11: SECRETARY OF THE BOARD OF DIRECTORS

(1) to organise board meetings and shareholders’ general meetings of the Company, and to ensure that the Company has complete organisation documents and records;

(2) to ensure that minutes of the meetings of the board of directors shall be circulated to all directors for their review, signature and records within 14 days after the board meeting is held and to keep such minutes for inspection;

(3) to ensure that the Company prepares and delivers, in accordance with laws, those reports and documents required by competent authorities entitled thereto;

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(4) to ensure that the Company’s registers of shareholders are properly maintained and that persons entitled to receive the Company’s records and documents are furnished therewith without delay.

Where the office of secretary of the board of directors is held concurrently by a director and an act is required to be done by a director and a secretary separately, the person who holds the office of director and secretary of the board of directors may not perform the act in a dual capacity.

CHAPTER 12: PRESIDENT

(1) to be in charge of the Company’s production, operation and management and to organise the implementation of the resolutions of the board of directors;

(2) to organise the implementation of the Company’s annual business plan and investment proposal;

(3) to draft plans for the establishment of the Company’s internal management structure;

(4) to draft the Company’s basic management system;

(5) to formulate concrete rules and regulations of the Company;

(6) to propose the appointment or dismissal by the board of directors of the Company’s senior vice presidents, vice presidents, chief financial officer and other senior officers;

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(7) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the board of directors;

(8) other powers conferred by the Company’s Articles of Association and the board of directors.

CHAPTER 13: SUPERVISORY COMMITTEE

The term of office of a supervisor shall commence from the date on which he takes his position.

The election or removal of the chairman of the supervisory committee shall be determined by two-thirds or more of the members of the supervisory committee.

The chairman shall serve for a term of three (3) years, which is renewable upon re-election.

If the number of members of the supervisory committee falls below the statutory minimum due to a failure to timely elect a supervisor upon expiration of a supervisor’s term of office or due to the resignation of a supervisor during his term of office, the original supervisor shall continue to perform his duties as a supervisor in accordance with laws, administrative regulations and the Company’s Articles of Association until the newly elected supervisor takes his position.

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Meetings of the supervisory committee shall be convened by the chairman of the supervisory committee. If the chairman is unable or fails to perform his duties, a supervisor jointly selected by half or more of the supervisors shall convene and preside over the meetings.

(1) to review the Company’s periodical reports prepared by the board of directors and issue written opinions;

(2) to review the Company’s financial position;

(3) to supervise the execution of official duties by the directors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers; for any of them that acts in contravention of any laws, administrative regulations, the Company’s Articles of Association or the resolutions of the shareholders’ meetings, to propose to remove the person(s) concerned;

(4) to demand any director, president, senior vice president, vice president, chief financial officer or any other senior officer who acts in a manner which is harmful to the Company’s interest to rectify such behaviour;

(5) to check the financial information such as the financial report, business report and plans for distribution of profits to be submitted by the board of directors to the shareholders’ general meetings and to retain, in the Company’s name, certified public accountant and practising auditors to assist in the re-examination of such information should any doubt arise in respect thereof;

(6) to propose to convene a shareholders’ extraordinary general meeting and to convene and preside over the shareholders’ meeting when the board of directors fails to perform the duties of convening and presiding over the shareholders’ meeting;

(7) to make proposals to the shareholders’ meeting;

(8) to represent the Company in negotiations with directors or to bring actions against a director, president, senior vice president, vice president, chief financial officer or other senior officers on behalf of the Company according to Article 152 of the Company Law;

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(9) to conduct an investigation in the event of discovering any irregularities in the Company’s operations;

(10) other functions and powers specified in the Company’s Articles of Association.

Supervisors shall attend meetings of the board of directors.

CHAPTER 14: THE QUALIFICATIONS AND DUTIES OF THE DIRECTORS,

SUPERVISORS, PRESIDENT, SENIOR VICE PRESIDENTS, VICE PRESIDENTS,

CHIEF FINANCIAL OFFICER AND OTHER SENIOR OFFICERS OF THE COMPANY

(1) a person who does not have or who has limited capacity for civil conduct;

(2) a person who has been sentenced for corruption, bribery, infringement of property, misappropriation of property or other crimes which destroy the social economic order, where less than five (5) years have lapsed since the sentence was served, or a person who has been deprived of his political rights and not more than five (5) years have lapsed since the sentence was served;

(3) a person who is a former director or factory manager of a company or enterprise which has been insolvent and liquidated as a result of mismanagement and who was personally liable for the bankruptcy of such company or enterprise, where less than three (3) years have elapsed since the date of completion of the insolvent liquidation of the company or enterprise;

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(4) a person who is a former legal representative of a company or enterprise the business licence of which was revoked due to violation of laws and who is personally liable therefor, where less than three (3) years have elapsed since the date of the revocation of the business licence;

(5) a person who has a relatively large amount of debts which have become overdue;

(6) a person who is currently under investigation by judicial organs for violation of criminal laws;

(7) a person who, according to laws and administrative regulations, cannot act as a leader of an enterprise;

(8) a person other than a natural person;

(9) a person who has been convicted by the competent authority for violation of relevant securities regulations and such conviction involves a finding that such person has acted fraudulently or dishonestly, where less than five (5) years have lapsed from the date of such conviction;

(10) a person who has been prohibited by the China Securities Regulatory Commission from access to the securities market and such penalty has not expired.

(1) not to cause the Company to exceed the scope of business stipulated in its business licence;

(2) to act honestly and in the best interests of the Company;

(3) not to expropriate the Company’s property in any way, including (without limitation) usurpation of opportunities which are beneficial to the Company;

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(4) not to expropriate the individual rights of shareholders, including (without limitation) rights to distribution and voting rights except for the restructuring of the Company which has been submitted to the shareholders’ general meeting for approval in accordance with the Company’s Articles of Association.

(1) to act honestly in the best interests of the Company;

(2) to act within the scope of his powers and not to exceed such scope;

(3) to exercise the discretion vested in him personally and not to allow himself to act under the control of other persons and, unless and to the extent permitted by laws, administrative regulations or with the informed consent of shareholders given in a general meeting, not to delegate the exercise of his discretion to other persons;

(4) to treat shareholders of the same class equally and to treat shareholders of different classes fairly;

(5) unless otherwise provided for in the Company’s Articles of Association or except with the informed consent of the shareholders given in a general meeting, not to enter into any contract, transaction or arrangement with the Company;

(6) not to use the Company’s property for his own benefit without the informed consent of the shareholders given in a general meeting;

(7) not to exploit his position to accept bribes or other illegal income or expropriate the Company’s property in any way, including (without limitation) usurpation of opportunities which are beneficial to the Company;

(8) not to accept commissions in connection with the Company’s transactions without the informed consent of the shareholders given in a general meeting;

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(9) to comply with the Company’s Articles of Association, to perform his official duties faithfully, to protect the Company’s interests and not to exploit his position and power in the Company to advance his own interests;

(10) not to compete with the Company in any way without the informed consent of the shareholders given in a general meeting;

(11) not to misappropriate the Company’s funds or lend such funds to any other person, not to use the Company’s assets to set up deposit accounts in his own name or in any other name or use such assets to guarantee the debts of a shareholder of the Company or any other personal liabilities;

(12) not to release any confidential information relating to the Company which he has obtained during his term of office without the informed consent of the shareholders in a general meeting and not to use such information other than for the Company’s benefit, save that disclosure of such information to the court or other governmental authorities is permitted if:

(13) to strictly comply with the relevant laws and regulations and the relevant rules of the stock exchanges on which the shares of the Company are listed in respect of dealings in the securities of the Company.

(1) the spouse or minor child of the director, supervisor, president, senior vice president, vice president, chief financial officer or other senior officer;

(2) the trustee of the director, supervisor, president, senior vice president, vice president, chief financial officer or other senior officer or of any person described in sub-paragraph (1) above;

(3) the partner of the director, supervisor, president, senior vice president, vice president, chief financial officer or other senior officer or any person referred to in sub-paragraphs (1) and (2) of this Article;

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(4) a company in which the director, supervisor, president, senior vice president, vice president, chief financial officer or other senior officer, whether alone or jointly with the persons referred to in sub-paragraphs (l), (2) and (3) of this Article or other directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers, has de facto control;

(5) the directors, supervisors, president, senior vice presidents, vice presidents and other senior officers of a company which is being controlled in the manner set out in sub-paragraph (4) above.

Unless the interested director, supervisor, president, senior vice president, vice president, chief financial officer or other senior officer discloses his interests to the board of directors in accordance with the preceding sub-paragraph of this Article and the contract, transaction or arrangement is approved by the board of directors at a meeting in which the interested director, supervisor, president, senior vice president, vice president or other senior officer is not counted as part of the quorum and abstain from voting, a contract, transaction or arrangement in which that director, supervisor, president, vice president or other senior officer is materially interested is voidable at the discretion of the Company except as against a bona fide party thereto who does not have knowledge of the breach of duty by the interested director, supervisor, president, vice president, chief financial officer or other senior officer.

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For the purposes of this Article, a director, supervisor, president, senior vice president, vice president chief financial officer or other senior officer of the Company is deemed to be interested in a contract, transaction or arrangement in which his associate is interested.

The foregoing prohibition shall not apply to the following circumstances:

(1) the provision by the Company of a loan to or a security for its subsidiary:

(2) the provision by the Company of a loan or a security or any other funds to any of its directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers to meet expenditure incurred or to be incurred by him for the sake of the Company or for the purpose of enabling him to perform his duties properly, in accordance with the terms of a service contract approved by the shareholders in a general meeting;

(3) if the ordinary business scope of the Company includes the provision of loans and security, the Company may make a loan to or provide a security to any of the relevant directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers or their respective associates on normal commercial terms.

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(1) the security was provided in connection with a loan which was made to an associate of any of the directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers of the Company or of the Company’s holding company and the lender did not know of the relevant circumstances when providing the loan; or

(2) the collateral which has been provided by the Company has already been lawfully disposed of by the lender to a bona fide purchaser.

(1) to demand such director, supervisor, president, senior vice president, vice president, chief financial officer or other senior officer to compensate for losses sustained by the Company as a result of such breach;

(2) to rescind any contract or transaction which has been entered into between the Company and such director, supervisor, president, senior vice president, vice president, chief financial officer or other senior officer, or between the Company and a third party (where such third party knows or should have known that such director, supervisor, president, senior vice president, vice president or other senior officer representing the Company has breached his duties owed to the Company);

(3) to demand such director, supervisor, president, senior vice president, vice president, chief financial officer or other senior officer to account for profits made as result of the breach of his duties;

(4) to recover any monies which should have been received by the Company and which were received by such director, supervisor, president, senior vice president, vice president, chief financial officer or other senior officer instead, including (without limitation) commissions; and

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(5) to demand repayment of interest earned or which may have been earned by such director, supervisor, president, senior vice president, vice president, chief financial officer or other senior officer on monies that should have been paid to the Company.

(1) emoluments in respect of his service as director, supervisor or senior officer of the Company;

(2) emoluments in respect of his service as director, supervisor or senior officer of any subsidiary of the Company;

(3) emoluments 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) payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office.

No proceedings may be brought by a director or supervisor against the Company for anything due to him in respect of the matters mentioned in this Article except pursuant to the contract mentioned above.

(1) an offer made by any person to all the shareholders;

(2) an offer made by any person with a view to making the offeror become a “controlling shareholder” within the meaning of Article 56.

If the relevant director or supervisor does not comply with this Article, any sum so received by him shall belong to those persons who have sold their shares as a result of the acceptance of such offer. The expenses incurred in distributing such sum on a pro rata basis amongst such persons shall be borne by the relevant director or supervisor and shall not be paid out of such sum.

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CHAPTER 15: FINANCIAL AND ACCOUNTING SYSTEMS

AND PROFIT DISTRIBUTION

The Company shall deliver or send to each shareholder of Overseas-Listed Foreign-Invested Shares the aforesaid reports together with the report of the board of directors not later than twenty-one (21) days before the date of every annual general meeting according to Article 202.

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If the Company’s statutory common reserve fund is insufficient to make up its losses of the previous years, such losses shall be made up from the profit for the current year before the Company makes allocations to the statutory common reserve fund pursuant to the preceding paragraph.

The Company may, if so resolved by the shareholders’ meeting, make allocations to the discretionary common reserve fund from after-tax profits after making allocations to the statutory common reserve fund from the after-tax profits.

The Company’s after-tax profits remaining after it has made up its losses and made allocations to its common reserve fund shall be distributed in proportion to the shareholdings of its shareholders.

If the shareholders’ meeting violates the preceding paragraph by distributing profits to shareholders before the Company has made up its losses and made allocations to the statutory common reserve fund, the profits distributed in violation of laws must be returned to the Company by the shareholders.

The shares held by the Company shall not be entitled to profit distribution.

(1) premium on shares issued at a premium price;

(2) any other income prescribed by the finance regulatory department of the State Council as capital common reserve fund.

The capital common reserve fund may not be used to make up the losses of the Company.

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(1) to make up losses;

(2) to expand the Company’s production and operation;

(3) to be converted into capital. The Company may convert its common reserve fund into capital with the approval of shareholders in a general meeting. When such conversion takes place, the Company shall either distribute new shares in proportion to the existing shareholding percentages, or increase the par value of each share, provided, however, that when the statutory common reserve fund is converted to capital, the balance of the statutory common reserve fund may not fall below 25% of the registered capital.

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(2) The Company may pay any dividends in cash, shares or otherwise in such other way as permitted by laws and regulations. The Company will tend to pay any such dividends in cash over other methods of payment.

(3) The Company shall pay cash dividends for the year in which both the net profit attributable to the parent company and the cumulative undistributed profit are positive and so long as the cash flows of the Company may support its normal course of operation and sustainable development. Any such cash dividends shall not be less than 30% of the net profit attributable to the parent company for that year.

(4) If, for any special reason, the Company will have to revise or modify the profit distribution policy as provided in (2) and (3) under this article, any such revision or modification, having been appraised by independent directors of the Company, shall be adopted by the Board of Directors prior to consideration for approval at a shareholders’ meeting. The general meeting shall be held in such a manner which satisfies the regulatory requirements of the jurisdiction in which the Company is listed.

If the shareholders’ general meeting passes motions in connection with the distribution of cash dividend, allotment of bonus shares, or conversion of capital common reserve fund into share capital, the Company shall implement detailed plans thereof within two (2) months after the conclusion of such shareholders’ general meeting.

If a shareholder has not claimed his dividends six years after such dividends has been declared in accordance with the Articles of Association, such shareholder is deemed to forfeit his right to claim such dividends. The Company shall not exercise its power to forfeit the unclaimed dividends until after the expiry of the applicable limitation period.

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The receiving agents appointed by the Company shall meet the relevant requirements of the laws of the place where the Company’s shares are listed or the relevant regulations of the stock exchange.

The receiving agent appointed for holders of Overseas-Listed Foreign-Invested Shares listed in Hong Kong shall be a company registered as a trust company under the Trustee Ordinance of Hong Kong.

CHAPTER 16: APPOINTMENT OF ACCOUNTING FIRMS

The first accounting firm of the Company may be appointed at the inaugural meeting prior to the first annual general meeting of the Company. The accounting firm so appointed shall hold office until the conclusion of the first annual general meeting.

If the inaugural meeting does not exercise the powers under the preceding paragraph, those powers shall be exercised by the board of directors.

(1) the right to review to the books, records and vouchers of the Company at any time and the right to require the directors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers of the Company to supply relevant information and make explanations;

(2) the right to require the Company to take all reasonable steps to obtain from its subsidiaries such information and explanation as are necessary for the discharge of its duties;

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(3) the right to attend shareholders’ general meetings and to receive all notices of, and other communications relating to, any shareholders’ general meeting which any shareholder is entitled to receive, and to speak at any shareholders’ general meeting in relation to matters concerning its role as the Company’s accounting firm.

Where a resolution at a general meeting of shareholders is passed to appoint as the Company’s accounting firm a firm other than an incumbent accounting firm, to fill a casual vacancy in the office of the accounting firm, to reappoint as the Company’s accounting firm a retiring accounting firm who was appointed by the board of directors to fill a casual vacancy or to remove an accounting firm before the expiration of its term of office, the following provisions shall apply:

(1) A copy of the appointment or removal proposal shall be sent (before notice of meeting is given to the shareholders) to the accounting firm proposed to be appointed or proposing to leave its post or the accounting firm which has left its post in the relevant fiscal year (leaving includes leaving by removal, resignation and retirement).

(2) If the accounting firm leaving its post makes representations in writing and requests the Company to give the shareholders notice of such representations, the Company shall (unless the representations have been received too late) take the following measures:

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(a) in any notice regarding the adoption of resolutions given to shareholders, state the fact of the representations having been made; and

(b) attach a copy of the representations to the notice and deliver it to the shareholders in the manner stipulated in the Company’s Articles of Association.

(3) If the Company fails to send out the representations made by the accounting firm in the manner set out in sub-paragraph (2) above, such accounting firm may (in addition to his right to be heard) require that the representations be read out at the meeting.

(4) The accounting firm which is leaving its post shall be entitled to attend the following shareholders’ general meetings:

(a) the shareholders’ general meeting at which its term of office would otherwise have expired;

(b) the shareholders’ general meeting at which it is proposed to fill the vacancy caused by its removal; and

(c) the shareholders’ general meeting which is convened as a result of its resignation,

and to receive all notices of, and other communications relating to, any such meeting, and to be heard at any such meeting which it attends on any part of the business of the meeting which concerns it as former accounting firm of the Company.

An accounting firm may resign its office by depositing at the Company’s legal address a resignation notice which shall become effective on the date of such deposit or on such later date as may be stipulated in such notice. Such notice shall contain the following statements:

(1) a statement to the effect that there are no circumstances connected with its resignation which it considers should be brought to the notice of the shareholders or creditors of the Company; or

(2) a statement of any such circumstances.

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Where a notice is deposited under the preceding sub-paragraph, the Company shall within fourteen (14) days send a copy of the notice to the relevant governing authority. If the notice contains a statement under the preceding sub-paragraph (2), a copy of such statement shall be placed at the Company for shareholders’ inspection. The Company should also send a copy of such statement by prepaid mail to every shareholder of Overseas-Listed Foreign Shares at the address registered in the register of shareholders.

Where the accounting firm’s notice of resignation contains a statement in respect of the above, it may require the board of directors to convene a shareholders’ extraordinary general meeting for the purpose of receiving an explanation of the circumstances connected with its resignation.

CHAPTER 17: INSURANCE

CHAPTER 18: LABOUR AND PERSONNEL MANAGEMENT SYSTEMS

CHAPTER 19: TRADE UNIONS

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CHAPTER 20: MERGER AND DIVISION OF THE COMPANY

Such special documents shall be sent by mail to holders of Overseas-Listed Foreign-Invested Shares. The recipient’s address should be based on the information contained in the register of shareholders.

In the event of a merger, the merging parties shall execute a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within ten (10) days commencing from the date of the Company’s merger resolution and shall publish a public announcement in a newspaper within thirty (30) days commencing from the date of the Company’s merger resolution. Creditors may, within a period of thirty (30) days commencing from the date of receipt of the written notification, or within a period of forty-five (45) days commencing from the date of the announcement for those who do not receive written notification, claim full repayment or require the provision of a corresponding security from the Company.

After the merger, rights and liabilities of each party to the merger shall be assumed by the company which survives the merger or the newly established company.

In the event of division of the Company, the parties to such division shall execute a division agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within ten (10) days commencing from the date of the Company’s division resolution and shall publish a public announcement in a newspaper within thirty (30) days commencing from the date of the Company’s division resolution.

Liabilities incurred by the Company prior to the division shall be borne by the companies surviving the division jointly and severally, unless the Company and its creditors have entered into a written agreement on payment of debts prior to the division and the agreement stipules otherwise.

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CHAPTER 21: DISSOLUTION AND LIQUIDATION

(1) a resolution for dissolution is passed by shareholders at a general meeting;

(2) dissolution is required as a result of a merger or division of the Company;

(3) its business licence has been revoked, or it is ordered to close down or is dissolved in accordance with laws; or

(4) where there are serious difficulties in the operation and management of the Company and the continual existence would cause major losses to the interests of the shareholders, and the matter cannot be resolved through other means, shareholders representing 10% or more of the voting rights of the Company may petition to the court for dissolution of the Company.

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Upon the passing of the resolution by the shareholders in a general meeting for the liquidation of the Company, all functions and powers of the board of directors shall cease.

The liquidation committee shall act in accordance with the instructions of the shareholders’ general meeting to make a report at least once every year to the shareholders’ general meeting on the committee’s income and expenses, the business of the Company and the progress of the liquidation, and to present a final report to the shareholders’ general meeting on completion of the liquidation.

A creditor shall, within thirty (30) days of receipt of the notice, or for creditors who have not personally received such notice, within forty-five (45) days of the date of the public announcement, report its rights to the liquidation committee. When reporting his rights, the creditor shall provide an explanation of matters which are relevant thereto and shall provide evidential material in respect thereof. The liquidation committee shall register the creditor’s rights.

(1) to sort out the Company’s assets and prepare a balance sheet and an inventory of assets respectively;

(2) to notify the creditors or to publish public announcements;

(3) to deal with any unfinished businesses of the Company in connection with the liquidation;

(4) to pay all outstanding taxes as well as taxes arising in the course of liquidation;

(5) to settle claims and debts;

(6) to deal with the residual assets remaining after the Company’s debts have been repaid;

(7) to represent the Company in any civil proceedings.

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The Company’s assets shall be distributed in accordance with the sequence stipulated by laws and regulations. If there is no applicable law, such distribution shall be carried out in accordance with a fair and reasonable procedure determined by the liquidation committee.

Any residual assets of the Company remaining after its debts have been repaid in accordance with the provisions of the preceding paragraph shall be distributed to its shareholders according to the class of shares and the proportion of shares held.

During the liquidation period, the Company shall not commence any new business activities.

After the Company is declared bankrupt by a ruling of the court, the liquidation committee shall transfer all matters arising from the liquidation to the court.

The liquidation committee shall, within thirty (30) days after such confirmation, submit the documents referred to in the preceding paragraph to the companies registration authority, apply for cancellation of registration of the Company, and publish a public announcement relating to the termination of the Company.

If members of a liquidation committee wilfully or by gross negligence cause loss to the Company or its creditors, they shall be liable for compensation.

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CHAPTER 22: PROCEDURES FOR AMENDMENT OF THE

COMPANY’S ARTICLES OF ASSOCIATION

(1) The board of directors shall propose amendments to the Company’s Article of Association;

(2) The foregoing proposal shall be furnished to the shareholders in writing and a shareholders’ meeting shall be convened;

(3) The amendments shall be approved by votes representing two-thirds or more of the voting rights represented by the shareholders present at the meeting.

CHAPTER 23: DISPUTE RESOLUTION

(1) Whenever any disputes or claims arise between: holders of the Overseas-Listed Foreign-Invested Shares and the Company; holders of the Overseas-Listed Foreign-Invested Shares and the Company’s directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer or other senior officers; or holders of the Overseas-Listed Foreign-Invested Shares and holders of Domestic-Invested Shares, in respect of any rights or obligations arising from the Company’s Articles of Association, the Company Law or any other relevant laws and administrative regulations concerning the affairs of the Company, such disputes or claims shall be referred by the relevant parties to arbitration.

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Where a dispute or claim of rights referred to in the preceding paragraph is referred to arbitration, the entire claim or dispute must be referred to arbitration, and all persons who have a cause of action based on the same facts giving rise to the dispute or claim or whose participation is necessary for the resolution of such dispute or claim, shall, where such person is the Company, the Company’s shareholders, directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer or other senior officers of the Company, comply with the arbitration.

Disputes in respect of the definition of shareholders and disputes in relation to the register of shareholders need not be resolved by arbitration.

(2) A claimant may elect for arbitration to be carried out 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 proceed with the arbitral body elected by the claimant.

If a claimant elects for arbitration to be carried out at Hong Kong International Arbitration Centre, any party to the dispute or claim may apply for the proceedings to take place 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 sub-paragraph (1) of this Article, the laws of the PRC shall apply, save as otherwise provided in the laws and administrative regulations.

(4) The award of the arbitral body shall be final and conclusive and binding on all parties.

CHAPTER 24: NOTICE

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Any corporate communication may be served by the Company to any holders of Overseas-Listed Foreign-Invested Shares by electronic means, including the submission of any ready-to-publish electronic copy of documents through HKEx-EPS to the Hong Kong Stock Exchange for publication on its website and the submission of the Company’s annual report (including audited financial statements) or other information in electronic forms to U.S. Securities and Exchange Commission (the “SEC”). The Company shall simultaneously publish the same information on its website.

Holders of the Company’s Overseas-Listed Foreign-Invested Shares may choose in writing to receive the corporate communication that the Company must send to shareholders either by post or by electronic means, and also choose to receive the English language version only or the Chinese language version only or both the English and Chinese language versions. They shall have the right at any time by reasonable prior written notice served on the Company to change their choices as to the manner of receiving the same and the language in accordance with applicable procedures.

Notices to be issued to holders of Domestic-Invested Shares shall be released in any one or more media appointed by the securities authority of the State Council. All holders of Domestic-Invested Shares shall be deemed to have received such notices once they are published.

CHAPTER 25: SUPPLEMENTARY

In the Company’s Articles of Association, references to “listing rules”, if not stated otherwise, shall mean the Rules of Shanghai Stock Exchange for the Listing of Shares and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited collectively.

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