安道麦B(200553):公司章程（2024年11月）（英文版）
原标题:安道麦B:公司章程（2024年11月）（英文版） November 2024 (Amended) Catalog Chapter 1 General Provisions ........................................................................................................... 1 Chapter 2 The Business Purpose and Scope of the Company ........................................................... 2 Chapter 3 Shares ............................................................................................................................... 3 Section 1 Share Offering ........................................................................................................... 3 Section 2 Share Increase, Decrease and Repurchase ................................................................ 4 Section 3 Share Transfer ........................................................................................................... 5 Chapter 4 Shareholders and Shareholders’ meetings ........................................................................ 6 Section 1 Shareholders .............................................................................................................. 6 Section 2 General Provisions of Shareholders’ Meetings ....................................................... 12 Section 3 Convening of Shareholders’ meetings ..................................................................... 14 Section 4 Proposal and Notice of Shareholders’ meetings ...................................................... 16 Section 5 Holding of Shareholders’ Meetings ......................................................................... 18 Section 6 Vote and Resolution of Shareholders’ meetings ...................................................... 22 Chapter 5 Board of Directors .......................................................................................................... 29 Section 1 Directors .................................................................................................................. 29 Section 2 Board of Directors ................................................................................................... 33 Chapter 6 Party Committee ............................................................................................................. 41 Chapter 7 President and CEO and Other Senior Executives ........................................................... 42 Chapter 8 Board of Supervisors ...................................................................................................... 45 Section 1 Supervisors .............................................................................................................. 45 Section 2 Board of Supervisors ............................................................................................... 46 Chapter 9 Financial and Accounting Systems, Profit Distribution and Auditing ............................ 48 Section 1 Financial and Accounting Systems ......................................................................... 48 Section 2 Internal Audit .......................................................................................................... 52 Section 3 Appointment of Accounting Firms .......................................................................... 52 Chapter 10 Notices and Announcements ........................................................................................ 53 Section 1 Notice ...................................................................................................................... 53 Section 2 Announcement ........................................................................................................ 54 Chapter 11 Merger/Consolidation, Spin-off, Capital Increase, Capital Reduction, Dissolution and Liquidation ...................................................................................................................................... 54 Section 1 Merger/Consolidation, Spin-off, Capital Increase and Capital Reduction .............. 54 Section 2 Dissolution and Liquidation .................................................................................... 55 Chapter 12 Amendments to the Articles of Association .................................................................. 58 Chapter 13 Supplementary Provisions ............................................................................................ 59 Chapter 1 General Provisions Article 1 These Articles of Association of ADAMA Ltd.(hereinafter referred to as “Company”) are formulated pursuant to the Company Law of the People's Republic of China (hereinafter referred to as “Company Law”), the Securities Law of the People's Republic of China (hereinafter referred to as “Securities Law”) and other related provisions, with a view to safeguarding the legitimate rights and interests of the Company, its shareholdings and creditors, and regulating the organizational structures and acts of the Company. In accordance with the Charter of the Communist Party of China (“CPC”) and the Regulation on the work at primary-level Party organizations of State-owned enterprises (for Trial Implementation), the Company shall establish the organization of the CPC, the Party Committee shall act as a leading role, lead the direction, take charge of overall situations and ensure the implementation of the decisions, and discuss and decide major issues of the enterprise in accordance with regulations. The Company shall establish the working organization of the Party, have Party personnel in accordance with the law and guarantee there are adequate funds for the work of Party organization. Article 2 The Company was restructured from former Shashi Pesticide Factory of Hubei Province as a company limited by shares in accordance with the Company Law and other relevant provisions. As approved in “E Gai [1992]02” Document issued by the Commission for Economic Restructuring of Hubei Province, the company is established as per raising capital by private placement, registered with the Administration for Industry and Commerce at Hubei Province, and obtained its business license. The social credit code of the Company is 91420000706962287Q. Article 3 With the approval of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) in “Zheng Jian Fa Shen [1993] 70” Document dated September 27, 1993, the Company initially offered 30,000,000 ordinary Renminbi common shares which shall be subscribed by inbound investors by Renminbi to the public, and was listed on Shenzhen Stock Exchange on December 3, 1993; on April 25, 2017, with the approval of the Securities Commission of the State Council in “Zheng Wei Fa[1997]23” Document, the Company initially offered 115,000,000 domestically listed foreign-funded shares which shall be listed domestically and subscribed by foreign currency to outbound investors and was listed on Shenzhen Stock Exchange on May 15 and 25, 1997. Article 4 Registered name of the Company Full name in Chinese: 安道麦股份有限公司 Full name in English: ADAMA Ltd. Article 5 Domicile of the Company: No. 93, Beijing East Road, Jingzhou, Hubei Province, Postal code: 434001. Manufacture address of the Company are: No. 93, Beijing East Road, Jingzhou, Hubei Province and No. 16, Hongtang Road, Jingzhou Development Zone, Jingzhou, Hubei Province. Article 6 Registered capital of the Company shall be Renminbi 2,329,811,766. Article 7 The Company shall be a permanent company limited by shares. Article 8 The President and CEO shall act as the legal representative of the company. Article 9 All the assets of the Company shall be divided into equal shares. Shareholders shall bear responsibilities to the Company to the extent of their shares and the Company shall be liable for the Company's debts with all of its assets. Article 10 These Articles of Association shall, as of the date when they come into force, become a document legally binding upon the organizational structure and acts of the Company, upon the relationship of rights and obligations between the Company and its shareholders and between or among shareholders themselves, and upon the Company, its shareholders, directors, supervisors and senior executives. The shareholders may, in accordance with these Articles of Association, bring lawsuits against other shareholders, or the Company's directors, supervisors, President and CEO and other senior executives, or the Company. The Company may also bring lawsuits against its shareholders, directors, supervisors, President and CEO and other senior executives. Article 11 “Other senior executives” where used in these Articles of Association shall refer to Chief Financial Officer and the secretary of the board of directors following their appointment as senior executives by the board of directors. Chapter 2 The Business Purpose and Scope of the Company Article 12 The business purpose of the Company is to take the comprehensive advantages, promote technological progress, strengthen the development of agricultural chemicals and related industries, improve the domestic and foreign market share, strengthen enterprise management, improve economic efficiency, and ensure asset value increase. Article 13 Subject to registration according to the law, the Company's business scope is: Licensed items: pesticide production, pesticide wholesale, pesticide retail, production of specific organic chemicals containing phosphorus, sulfur and fluorine in the second, third and fourth categories of monitored chemicals, operation of the second category of monitored chemicals, production of hazardous chemicals, operation of hazardous chemicals, import and export of toxic chemicals, power generation business, power transmission business, power supply (distribution) business, non-coal mineral resources mining. (Items subject to approval in accordance with the law can only be carried out after approval by the relevant departments, and the specific business items are subject to the approval documents or licenses of the relevant departments.) General items: production of Class II non-pharmaceutical chemicals easy to manufacture poisons, operation of Class II non-pharmaceutical chemicals easy to manufacture poisons, production and operation of Class III non-pharmaceutical chemicals easy to manufacture poisons, production of chemical products (excluding licensed chemical products), sale of chemical products (excluding licensed chemical products), manufacture of special chemical products (excluding hazardous chemicals), sale of special chemical product sales (excluding hazardous chemicals), oil refining, manufacturing of special equipment for chemical production, sales of special equipment for oil refining and chemical production, heat production and supply, import and export of goods, import and export of technology, technical services, technology development, technology consulting, technology exchanges, technology transfer, technology promotion, new materials technology research and development, bio-pesticide technology research and development, bio-chemical products technology research and development, agricultural scientific research and experimental development, metal structure manufacturing and sales, loading, unloading and freight, general cargo warehousing services (excluding hazardous chemicals and other projects requiring licensing approval). (In addition to the licensed business, it can independently operate business involving non-prohibited or restricted projects in accordance with the laws and regulations.) Chapter 3 Shares Section 1 Share Offering Article 14 The shares of the Company shall take the form of stocks. Article 15 The shares of the Company are offered in an open, impartial and fair manner. Shares of the same kind shall enjoy the same and equal rights. For shares of the same kind offered at the same time, the issuing conditions and prices of each of such shares shall be the same; for shares subscribed by any unit or individual, each of such shares shall be paid at the same value. Article 16 The face value of each shares offered by the Company shall be Renminbi 1. Article 17 Shares issued by the Company shall be uniformly deposited at Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. Article 18 In August, 1992, the Bureau for State Property Administration of Shashi, Hubei Province converted net operating assets in total amount of Renminbi 60,764,900 into capital contribution as 59,663,400 State shares, and raised capital by private placement from the employees, who subscribed 15,270,500 shares to establish the Company. Article 19 The total number of the Company's shares is 2,329,811,766, among which 2,177,071,961 Renminbi ordinary shares, 152,739,805 domestically listed foreign-funded shares. Article 20 The Company or its subsidiaries (including its affiliated enterprises) shall not, by such means as donation, advancement, guarantee, compensation, loan or otherwise, provide anyone who purchases or plans to purchase the Company's shares with financial assistance. Section 2 Share Increase, Decrease and Repurchase Article 21 The Company may, for the purpose of its operation and development and in accordance with the laws and regulations, adopt the following means for increase in its capital following resolutions respectively adopted by the shareholders’ meeting: (1) public offering of shares; (2) private offering of shares; (3) issuing bonus shares to current shareholders; (4) converting the common reserve fund into the share capital; or (5) other means as prescribed by laws and administrative regulations and approved by the CSRC. Article 22 The Company may reduce its registered capital. If its registered capital is reduced, the Company shall comply with the Company Law, and other relevant provisions and procedures as prescribed in these Articles of Association. Article 23 The Company shall not acquire its own shares, except under any of the following circumstances: (1) decreasing the Company's registered capital; (2) merging/consolidating with other companies holding the shares of the Company; (3) Use of shares for employee stock ownership plans or equity incentives; (4) where shareholders raise objections to resolutions by the shareholders’ meeting on the merger or spin off of the Company, and thus require it to acquire its own shares; (5) Use of shares for conversion of convertible corporate bonds issued by the Company; or (6) It is necessary for maintaining the value of the Company and shareholders' equity. Article 24 Buyback of shares by the Company may be carried out through open centralized trading, or via any other method recognized by laws and regulations and the CSRC. A share buyback by the Company under the circumstances stipulated in item (3), item (5) or item (6) of Article 23 shall be carried out via an open centralized trading method. Article 25 A resolution of a shareholders meeting is required for a share buyback by the Company under any of the circumstances stipulated in item (1) and item (2) of Article 23; a resolution of the Board meeting presented by two-thirds or more of the directors is required for a Company's share buyback under any of the circumstances stipulated in item (3), item (5) and item (6) of Article 23. Where a share buyback by the Company pursuant to the provisions of Article 23 falls under the circumstances set out in item (1), the shares shall be deregistered within 10 days from the date of buyback; where a share buyback by the Company pursuant to the provisions of Article 23 falls under the circumstances set out in item (2) or item (4), the shares shall be transferred or deregistered within six months; where a share buyback by the Company pursuant to the provisions of Article 23 falls under the circumstances set out in item (3), item (5) or item (6), the total number of shares held by the Company shall not exceed 10% of the total number of shares issued by the Company, and the shares shall be transferred or deregistered within three years. Section 3 Share Transfer Article 26 The Company shares may be transferred according to the law. Article 27 The Company shall refuse to have its own stocks as the collateral of pledge. Article 28 The directors, supervisors and senior executives of the Company shall report to the Company their shares in the Company and any alterations to the shares so held, and the shares transferred annually by them during their terms of office shall not exceed 25% of their total shares in the Company; their shares in the Company shall not be transferred within the first year after the Company's stocks are listed. The aforesaid persons shall not transfer their shares in the Company for the period of six months after they resign from the Company. Article 29 Where the Company's shareholders which hold more than 5% of the total shares of the Company, directors, supervisors and senior executives sell their stocks or other securities of equity nature within six months after having bought them, or repurchase them within six months after having sold them, all earnings thus obtained shall be confiscated by the Company and be revoked by the board of directors of the Company. However, exception applies where a securities company holds more than 5% of the Company’s shares due to purchase of any remaining shares in a best efforts underwriting, or where there are any other circumstances stipulated by the CSRC. Shares or other securities of equity nature held by directors, supervisors, senior executives and natural-person shareholders referred to in the preceding paragraph shall include shares or other securities of equity nature held by their spouse, parents, children, and held by them using other's accounts. Where the board of directors refuses to comply with the provisions of this Article 29, the shareholders shall have the right to order the enforcement by the board of directors of the said provisions within 30 days. Where the board of directors fails to observe the provisions of this Article 29 within the aforesaid time limit, the shareholders shall be entitled to, in their own names, directly file a suit with the people's court for the benefits of the Company. Where the board of directors refuses to comply with the first paragraph of this Article, the responsible directors shall bear joint and several liabilities according to law. Chapter 4 Shareholders and Shareholders’ meetings Section 1 Shareholders Article 30 The Company shall, according to the evidence provided by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, prepare a register of shareholders, which serves as sufficient evidence for the Company's shares held by the shareholders. Shareholders shall enjoy rights and bear responsibilities according to the kinds of shares held by them; shareholders with the same kind of shares shall enjoy equal rights and bear the same obligations. Article 31 When the Company holds the shareholders’ meeting, distributes stock dividends, goes into liquidation proceedings or conducts other acts requiring the identification of shareholders, the board of directors or the convener of the shareholders’ meeting shall decide on the equity registration date and shareholders who are recorded in the said register after the closing of the equity registration date shall be the shareholders entitled to the relevant rights and interests. Article 32 Shareholders of the Company are entitled to the following rights: (1) obtaining the dividends or other forms of interest distributions according to the numbers of shares held by them; (2) legally proposing, convening, presiding over, attending or entrusting shareholders' proxies to attend the shareholders’ meeting and exercising the relevant voting rights; (3) supervising over, giving recommendations on or inquiring about the business operation of the Company; (4) transferring, donating or pledging their shareholdings in accordance with laws, administrative regulations and the provisions hereof; (5) having access to these Articles of Association, register of shareholders, stubs of Company debentures, minutes of the shareholders’ meeting, resolutions of the board of directors, resolutions of the board of supervisors, and financial and accounting statements; (6) participating in the distribution of the Company's remaining properties in accordance with their shareholdings, upon the termination or liquidation of the Company; (7) demanding the Company to acquire the shares of the shareholders who raise objections to the merger/consolidation and spin-off resolutions adopted by the shareholders’ meeting; and (8) other rights prescribed in laws, administrative regulations and regulations, other regulations of ministries and commissions, and the provisions of these Articles of Association. Article 33 Where requesting access to the information mentioned in the preceding Article, or asking for the relevant documents, the shareholders shall provide the Company with written documents evidencing the kinds of Company's shares they hold and the number of such shareholdings, and the Company, after verifying the identity of the shareholders, shall provide them with the said information and relevant documents as per the requirements of the shareholders according to the law. Article 34 Where the resolutions adopted by the shareholders’ meeting and the meeting of the board of directors violate laws and administrative regulations and regulations, the shareholders shall be entitled to request judgment by the people's court that such resolutions are null and void. Where the convening procedures and voting methods of the shareholders’ meeting and board of directors violate laws, administrative regulations or these Articles of Association, or the contents of the resolutions adopted by the shareholders’ meeting and the meeting of the board of directors contravene these Articles of Association, the shareholders shall be entitled to, within 60 days from the date of such resolutions are made, request their revocation by the people's court. Article 35 Where the directors and the senior executives violate any laws, administrative regulations or any of Articles of Association in fulfilling their duties and thereby cause losses to the Company, the shareholders who for more than 180 consecutive days hold singly or jointly over 1% of the Company's shares shall be entitled to request in writing the board of supervisors to file a suit with the people's court; where the board of supervisors violates any laws, administrative regulations or any of Articles of Association in fulfilling its duties and thereby causes losses to the Company, the shareholders may request in writing the board of directors to file a suit with the people's court. Where the board of directors and the board of supervisors refuse to file lawsuits after having received a written request from the shareholders as described in the preceding paragraph, or fail to file a suit with the people's court within 30 days after their receipt of such requests, or under any emergency, failure to immediately file lawsuits may possibly cause irreparable losses to the Company, the shareholders as prescribed in the preceding paragraph shall be entitled to file suits directly to the people's court in their own names. Where the infringement of the lawful rights and interests of the Company by another has caused losses to the Company, the shareholders as prescribed in the first paragraph of this Article may in line with the provisions described under the preceding two paragraphs file a suit with the people's court. Article 36 Where the violation of laws, administrative regulations or the provisions hereof by the directors and senior executives has caused losses to the shareholders, the shareholders may file a suit with the people's court. Article 37 The shareholders of the Company shall bear the following obligations: (1) observing laws, administrative regulations, and these Articles of Association; (2) paying the capital according to the shares subscribed by them and the method of their capital contributions; (3) not to withdraw their shares unless otherwise specified by laws, rules and regulations; and (4) not to abuse shareholder's rights to harm the interests of the Company or other shareholders; not to abuse the independent legal person status of the Company and the limited liabilities of shareholders to harm the interests of the creditors of the Company; (5) other obligations which shall be born in line with the laws, administrative regulations and the provisions hereof. Where abuse by the Company's shareholders of their rights has caused losses to the Company or other shareholders, such shareholders shall bear the compensation liabilities in accordance with the law. Where the abuse by the Company's shareholders of the Company's independent legal person status and the shareholders' limited liabilities, for evasion of their debts, has seriously damaged the interests of the creditors, such shareholders shall bear several and joint liabilities for the debts of the Company. Article 38 If shareholders with more than 5% of the voting shares of the Company pledge their shareholdings, they shall submit a report in writing to the Company on the day of the said pledge. Article 39 Controlling shareholders and actual controllers of the Company shall not use their affiliated relationships to harm the interests of the Company. Otherwise, they shall be liable to compensate the Company against losses the Company suffered due to such violation of the regulations. Controlling shareholders and actual controllers shall act in good faith to the Company and other public shareholders thereof. Controlling shareholders shall strictly and legally exercise the rights of capital contributors and shall not impair the lawful rights of the Company and other public shareholders by such means as profit distribution, assets restructuring, external investment, appropriation of funds, borrowing and loan guarantee, nor shall they with their controlling status damage the interests of the Company and other public shareholders. The transaction between the Company and the controlling shareholders or actual controllers regarding provision of funds, commodities and services and other asset shall strictly comply with decision-making procedures of affiliate transaction and fulfilling examination and deliberation procedure of the board of directors and shareholders’ meeting, the affiliated director and shareholder shall withdraw from voting. The Company shall not provide funds, commodities, services or other asset to the shareholder and actual controller without consideration or on manifestly unfair terms; or provide guarantee to a shareholder or actual controller that is noticeably unable to make repayment; or providing guarantee to a shareholder or actual controller without justifiable reasons; or relinquish debt against a shareholder or actual controller without justifiable reasons; or assume debts of a shareholder or actual controller without justifiable reasons. The directors, supervisors and senior executives of the Company shall have the obligation to preclude the asset of the Company from being occupied by a controlling shareholder or its affiliated enterprise. Where the directors and senior executives of the Company assist and connive a controlling shareholder or its affiliated enterprise to misappropriate the asset of the Company, the board of directors of the Company shall, in the light of the seriousness of the circumstances, circulate a notice of criticism or warn against the direct responsible person, and submit the issue of whether to remove a director who bears serious responsibility to the shareholders’ meeting for vote. The board of directors of the Company shall establish the mechanism “freezing upon embezzlement” applicable to the shares held by the controlling shareholder, namely, in case that the controlling shareholder and its subsidiaries are discovered to embezzle the Company’s assets, an application shall be immediately submitted to the judicial authority pursuant to the law for the judicial freezing of the shares held by the controlling shareholder so that the embezzled assets which cannot be recovered in cash may be recovered through the sale of the frozen shares. The chairman of the board of directors of the Company shall be the person undertaking the primary responsibilities for the mechanism “freezing upon embezzlement”, and the Chief Financial Officer, the secretary of the board of directors shall assist the chairperson of the board of directors in conducting the work of “freezing upon embezzlement” The specific implementing procedures are as follows: 1. The Chief Financial Officer, upon discovering that a controlling shareholder misappropriate the asset of the Company, shall report to the chairman of the board of directors in writing on the same day of such discovery; where the chairman of the board of directors is a controlling shareholder, the Chief Financial Officer shall report to the chairman of the board of directors, and, at the same time, report to the secretary of the board of directors and chairman of the supervisory board in writing on the day of discovering that a controlling shareholder misappropriated the asset of the Company; the content of the report shall include the name of the controlling shareholder which occupies the asset, the name of the occupied asset, the time period of occupation, the amount of money involved and estimated term of compensation, etc.; where it is discovered that a director or senior executive assist or connive a controlling shareholder or its affiliated enterprise to misappropriate the asset of the Company, the Chief Financial Officer shall specify the name and the circumstances of assistance and connivance to the controlling shareholder or its affiliated enterprise to misappropriate the asset of the Company of the director or senior executive involved in the written report. 2. The chairman of the board of directors shall urge the secretary of the board of directors to inform the directors in writing or by email and convene an interim meeting of the board of directors to examine and deliberate the term of compensation for the controlling shareholder, the decision of punishment against the responsible director or senior executive and application for freeze of the shares of the controlling shareholder with judicial department, etc. according to the written report of the Chief Financial Officer; if the chairman of the board of directors is a controlling shareholder or a controlling shareholder of a controlling shareholder of the Company, the secretary of the board of directors shall immediately inform the directors in writing or by email following the receipt of the written report of the Chief Financial Officer and convene an interim meeting of the board of directors according to the Company Law and these Articles of Association to examine and deliberate the term of compensation for the controlling shareholder, the decision of punishment against responsible director or senior executive and application for freeze of the shares of the controlling shareholder with judicial department, etc., and affiliated directors shall withdraw from examination and deliberation; for directors who bears serious responsibility, the board of directors shall submit them to shareholders’ meeting for vote after examining and deliberating relevant punishment decision. 3. The secretary of the board of directors shall send compensation notice within given time period to the controlling shareholder, execute the punishment decision against relevant director or senior executive, and apply for judicial freeze of the shares of the controlling shareholder with judicial department, etc. and conduct information disclosure thereof according to the resolution of the board of the directors; the Company and the board of directors of the Company shall provide convenience to the secretary of the board of directors for the said items, including issuing letter of authorization, provide guarantee for judicial freeze, approve the secretary of the board of directors to engage professional parties to assist and bear the cost, etc.; the secretary of the board of directors shall inform the director who bears serious responsibility in time after relevant items are examined, deliberated and approved by the shareholders’ meeting, and draft relevant punishment documents and handle with relevant procedures. 4. If the controlling shareholder fails to compensate within the given time period, the Company shall apply relevant judicial department to realize the shares frozen to compensate the misappropriated asset within 30 days after the expiration of the given time period, and the secretary of the board of directors shall conduct relevant information disclosure. Section 2 General Provisions of Shareholders’ Meetings Article 40 The shareholders’ meeting is the organ of power of the Company and shall exercise the following powers and functions: (1) deciding on the business direction and investment plan of the Company; (2) electing and replacing the posts of the directors and supervisors that are not taken by the representatives of the staff and workers, and deciding on the remunerations of such directors and supervisors; (3) examining, deliberating and approving the board of directors' report; (4) examining, deliberating and approving the board of supervisors' report; (5) examining, deliberating and approving the annual financial budget plan and final calculation plan of the Company; (6) examining, deliberating and approving the Company's profit distribution plan and plan to recover the Company's losses; (7) adopting resolutions on increase or decrease in the Company's registered capital; (8) adopting resolutions on issuance of the Company bonds (9) adopting resolutions on the merger/consolidation, spin-off, dissolution, liquidation or change of Company type of the Company; (10) amending these Articles of Association; (11) making resolutions on the appointment or dismissal by the Company of an accounting firm; (12) examining, deliberating and approving the guarantee particulars prescribed in Article 41 hereof; (13) examining, deliberating matters regarding the purchase and sales within one year by the Company of major assets which exceed 30% of the latest audited total assets of the Company; (14) examining, deliberating and approving and altering the usage of the funds raised; plans; and (16) examining and deliberating other matters which shall be decided by the shareholders’ meetings according to the laws, administrative regulations, regulations of ministries and commissions or provisions hereof. Article 41 The below listed external guarantee of the Company shall be approved by the shareholders’ meeting after examination and deliberation: (1) Any guarantee made by the Company after the total amount of external guarantees offered by the Company and any of the Company's controlled subsidiaries exceeds 50% of the latest audited net assets; (2) Any guarantee made by the Company after the total amount of external guarantees offered by the Company and any of the Company's controlled subsidiaries exceeds 30% of the latest audited total assets; (3) The amount of external guarantees provided by the Company within one year exceeds 30% of the Company's latest audited total assets; (4) Any guarantee provided to any party whose asset-liability ratio exceeds 70%; (5) Any single guarantee with amount exceeding 10% of the latest audited net assets; or (6) Any guarantee provided to the shareholders, the actual controllers or their affiliated parties. If the Company's external guarantee violates the approval authority and deliberation procedure, causing losses to the Company, the relevant responsible person shall bear the responsibility of compensation, and the Company will give the relevant responsible person corresponding punishment according to the economic loss suffered by the Company and the severity of the situation. Article 42 There are the annual shareholders’ meeting and the interim shareholders’ meeting. The annual shareholders’ meeting shall be held once a year, and within six months from the end of the last fiscal year. Article 43 The interim shareholders’ meeting shall be held by the Company within two months of when one of the following circumstances occurs: (1) The number of directors is less than the minimum number stipulated under the Company Law or 2/3 of the number of directors in Article 105 of this AOA; (2) The number of independent directors is less than 1/3 of the number of all directors; (3) Unrecovered Company losses have reached 1/3 of the total amount of the paid-up capital; (4) Shareholders that separately or jointly hold more than 10% of the Company's shares request to hold an interim shareholders’ meeting; (5) The board of directors deems it necessary to hold an interim shareholders’ meeting; (6) The board of supervisors proposes to hold an interim shareholders’ meeting; or (7) Other circumstances prescribed in laws, administrative regulations, regulations of ministries and commissions or these Articles of Association. Article 44 The location of the shareholders’ meeting shall be the domicile of the Company or other place as set forth in the notice of the shareholders’ meeting. The shareholders' meeting will be on-site meeting. The Company will also provide online voting to facilitate the shareholders in attending the meeting. If shareholders attend the shareholders' meeting by the aforesaid means, they shall be deemed to have been present. Article 45 The Company shall engage a law firm to issue legal opinions on the following matters when holding the shareholders’ meeting: (1) Whether the convention of the meeting and holding procedures are in line with laws, administrative regulations, and the provisions hereof; (2) Whether the qualifications of the attendees and convener are lawful and effective; (3) Whether the voting procedures and results of the meeting are lawful and effective; and (4) Legal opinions issued upon the request of the Company on other relevant issues. Section 3 Convening of Shareholders’ meetings Article 46 The independent directors shall have the right to propose the convening of the interim shareholders’ meeting to the board of directors. With regard to such proposal, the board of directors shall, in accordance with the provisions of the laws, administrative regulations, and provisions of these Articles of Association, provide its feedback in writing on approval or disapproval within 10 days from the date of the receipt of the said proposal. Where the board of directors approves the convening of the interim shareholders’ meeting, it shall give notice thereof within five days after the said approval resolution of the board of directors; otherwise, the reasons for such disapproval shall be stated and announced. Article 47 The board of supervisors shall have the right to propose the convening of the interim shareholders’ meeting and shall submit its proposal to the board of directors in writing. The board of directors shall, in accordance with the provisions of the laws, administrative regulations and these Articles of Association, provide feedback in writing on approval or disapproval within 10 days from the date of the receipt of the said proposal. Where the board of directors approves the convening of interim shareholders’ meetings, it shall send a notice thereof within five days after the approval resolution of the board of directors. Where the notice changes the original proposal, the approval of the board of supervisors shall be required. Where the board of directors disapproves the convening of the interim shareholders’ meeting or fails to provide its feedback within 10 days from the date of the receipt of the said proposal, it shall be deemed incapable or fail to fulfill the obligation of convening the shareholders’ meeting; the board of supervisor may thereby convene and preside over the meeting on its own. Article 48 The shareholders singly or jointly holding more than 10% of the shares of the Company shall have the right to propose in writing to the board of directors the convening of the interim shareholders’ meeting. The board of directors shall, in accordance with the provisions in laws, administrative regulations and these Articles of Association, provide feedback in writing on the approval or disapproval within 10 days from the date of the receipt of such proposal. Where the board of directors approves the convening of the interim shareholders' meeting, it shall, within five days after the approval resolution of the board of directors, give notice thereof. Where the notice alters the original proposal, the approval of the relevant shareholders shall be required. Where the board of directors disapproves the convening of the interim shareholders' meeting or fails to provide feedback within 10 days from the date of the receipt of the said proposal, the shareholders which singly or jointly hold more than 10% of the shares of the Company shall have the right to propose in writing the convening of the interim shareholders’ meeting to the board of supervisors and shall raise their request in writing to the board of supervisors. Where the board of supervisors approves the convening of the interim shareholders’ meeting, it shall within five days from the date of the receipt of the said written request give notice thereof. If the notice changes the original proposal, the approval of the relevant shareholders shall be required. Where the board of supervisors fails to send the said notice within the prescribed time limit, it shall be deemed that they failed to convene and preside over the shareholders’ meeting and shareholders which singly or jointly hold more than 10% of the Company's shares for more than 90 consecutive days may convene and preside the meeting independently. Article 49 Where the board of supervisors or the shareholders decide to convene the shareholders' meeting independently, they shall notify the board of directors in writing to such effect and file with the stock exchange. Prior to the announcement of the resolution of the shareholders’ meeting, the total shares of the convening shareholders shall not be less than 10%. The board of supervisors or the convening shareholders shall, upon sending the notice of the shareholders’ meeting and announcing the resolutions of the shareholders’ meeting, submit related certificates to the stock exchange. Article 50 With respect to shareholders’ meetings independently convened by the board of supervisors or the shareholders, the board of directors and the secretary of the board of directors shall give their cooperation. The board of directors shall provide the register of shareholders of equity registration date. Article 51 Where the shareholders’ meeting is held independently by the board of supervisors or shareholders, all necessary costs and expenses of the meeting shall be borne by the Company. Section 4 Proposal and Notice of Shareholders’ meetings Article 52 The contents of a proposal shall be amongst the functions and powers of the shareholders’ meeting, have clear topics for discussion and detailed resolution matters, and be in line with the relevant provisions of the laws, administrative regulations and these Articles of Association. Article 53 Where the Company holds the shareholders’ meeting, the board of directors, the board of supervisors and the shareholders that singly or jointly hold more than 3% of the Company's shares shall have the right to raise proposals to the Company. The shareholders that singly or jointly hold more than 3% of the Company's shares may, 10 days prior to the convention of the shareholders’ meeting, raise the interim proposals and submit them in writing to the convener. The convener shall, within two days after receipt of such proposals, issue a supplementary notice of the shareholders’ meeting, and announce the contents of the interim proposals. Except for the circumstances prescribed in the preceding paragraph, the convener, after having issued the notice of the shareholders’ meeting, shall not amend proposals which have been expressly set out or add new proposal to the said notice. Proposals which are not listed in the said notice or are inconsistent with Article 52 of these Articles of Association shall not be voted on or resolved on the shareholders’ meeting. Article 54 For the annual shareholders’ meeting, the convener shall by announcement notify all the shareholders 20 days prior to the convention of the said meeting. For the interim shareholders’ meeting, the convener shall by announcement notify all the shareholders 15 days in advance. When calculating the notice period, the day when the meeting is held shall not be included. Article 55 The notice of the shareholders’ meeting shall include the following contents: (1) time, place and time limit of the shareholders’ meeting; (2) matters and proposals submitted to the shareholders’ meeting for its examination and deliberation; (3) clearly written explanation: all shareholders shall have the right to attend the shareholders’ meeting and may in writing entrust their proxies to attend the meeting and participate in votes. The proxies of the shareholders may not necessarily be the shareholders of the Company; (4) equity registration date of any shareholder entitled to attend the shareholders’ meeting; (5) name and telephone number of the contact person in charge of shareholders’ meeting matters; and (6) the time and procedure of voting online or by any other means. Article 56 Where the shareholders’ meeting intends to discuss matters related to the election of directors and supervisors, the notice of the shareholders’ meeting shall fully disclose detailed information about such directors and supervisors, including at least the following contents: (1) such personal information as the education background, working experience, part-time job and so on; (2) whether the candidates for directors or supervisors have affiliated relationship with the Company or its controlling shareholders and the actual controllers； (3) disclose the number of Company shares held by the candidates for directors or supervisors; and (4) whether candidates for directors or supervisors have received punishments by the CSRC or other departments or warning reprimands from the stock exchange. Except for the election of directors and supervisors by means of a cumulative voting system, each director or supervisor candidate shall be nominated in a single proposal. （未完）  |