Zheng Wei Fa [1994] No.21, August 27, 1994

All people ’ s governments of provinces, autonomous regions,  municipalities  directly under the Central Government and cities specifically designated in the state plan, all  ministries  and commissions under the State Council and d epartments  d irectly under the State Council ,

T o  meet the needs of  the companies  limited  by shares   to issue  stocks and list  abroad, and to regulate the act of such companies, the State Council ’ s  Securities  Commission and the  State Commission for Economic Restructuring  have formulated and issued hereby the  “ Essential Clauses  in  A rticles of association  of Companies Listed Abroad ”  (hereinafter shorted as the Essential Clauses) according to Article 13 of the  “Special Provisions  o f the State Council Concerning  Shares   Issuance  and Listing  Abroad  by  L imited  C ompan ies  by Shares” .  A ll relevant parties are required to follow the Essential Clauses.

The  limited  c ompan y   by shares that lists abroad (hereinafter shortened as the company listed abroad) shall specify in its Articles of Association the contents required by the Essential Clauses, and shall not modify  or  delete , without approval, the contents of the  E ssential  C lauses.  The company listed abroad may, according to actual situation,  prescribe  in its Articles of Association the contents outside the requirements of the Essential Clauses, or change the text and order of the Essential Clauses on the premise of remaining the meaning of the Essential Clauses.  F or the contents required by the Essential Clauses to be specified in the Articles of Association of a Hong Kong-listed limited company by shares, they are unnecessary to be specified in the Articles of Association of the limited company by shares listed in other regions or countries outside Hong Kong.

T he Essential Clauses shall take effect as of the issuance day.  I f the Articles of Association of a company listed abroad, which has been approved beforehand, does not comply with the requirements of the Essential Clauses, the company shall make relevant changes to its Articles of Association at the first annual general meeting of shareholders since the issuance of the Notice.

A ttachment: Essential Clauses  in  A rticles of  A ssociation  of Companies Listed Abroad

Attachment:

Essential Clauses  in  A rticles of  A ssociation  of Companies Listed Abroad

Chapter I General Provisions

A rticle 1 The company is a limited company by shares established according to  the “Company Law of the People’s Republic of China”  (hereinafter referred to as the  “ Company Law ” ), the  “Special Provisions of the State Council Concerning  Shares   Issuance  and Listing  Abroad  by  L imited  C ompan ies  by Shares”  (hereinafter referred to as the Special Provisions) and other relevant state laws and  administrative rules .

The company is established by sponsorship [or public offering] on [ establishment  date] upon approval of [names of the agency and document of approval].  I t is registered at the Administration Bureau for Industry and Commerce in [name of  domicile  where  the company registration authority  is located] on [registration date] and obtained the business license with the number of: [numbers]

The  sponsor of the company is: [full name of the sponsor]

A rticle 2 The company ’ s registration name: [full name in Chinese] [full name in English]

A rticle 3 The company ’ s domicile: [full name, zip code, telephone number, fax number]

A rticle 4 The company ’ s legal representative is its Board Chairman.

Article 5 The company ’ s term of operation is [number of years] years [or the company is a limited company by shares with permanent existence].

A rticle 6 The Articles of Association shall take effect since the  establishment  date of the company. 

The Articles of Association shall, as of the  effective  date, become the l egal ly  binding  documents  to regulate  the organization and conduct of  the  compa ny, the rights and obligations between  the   company and its shareholders ,  and  the rights and obligations among   the  shareholders. 

Article 7  The Articles of Association  is binding on the company, its  shareholders, directors, supervisors,  managers and other  senior managers ; the aforesaid people may claim their rights related with the company ’ s issues according to the Articles of Association.

The shareholders may, in accordance with the Articles of Association, sue  the company, and vice versa; t he shareholders may, in accordance with the Articles of Association, sue  other shareholders; t he shareholders may, in accordance with the Articles of Association, sue  the company ’ s  directors, supervisors, managers and other senior mangers.

The suits specified in  the preceding paragraph  include the initiation of proceedings to a court or the submission for arbitration to an arbitration authority.

A rticle 8 The company may invest in other  limited liability compan ies  or limited compan ies  by shares , and shall be responsible for the invested company based on its investment amount.

T he company may, upon approval of the  company examination and approval department  authorized by the State Council, operate according to  Paragraph  2 of Article 12 in the Company Law (about controlling shares of a company).

Chapter  II  Business  Principles  and Scope

A rticle 9 T he  c ompany’ s   b usiness  principle is : [ b usiness  principle ] .

A rticle 10 T he  c ompany’ s  business scope  shall be approved by the  company registration authority .

Main businesses: [items approved by the  company registration authority ].

Other businesses: [items approved by the  company registration authority ].

Chapter III Shares and Registered Capital

Article 11 The company shall always set up ordinary shares, and may set up other types of shares if  necessary  after approved by the company examination and approval department authorized by the State Council.

A rticle 12 The stocks issued by the company are stocks with face value, at RMB1 per share.

A rticle 13 The company may, upon the approval of the State Council ’ s securities authority, issue stocks to domestic and overseas investors.

T he overseas investors in the previous  paragraph  refer to the investors in foreign countries, Hong Kong, Macao and Taiwan regions who subscribe to the stocks issued by the company; the domestic investors refer to the investors in the People ’ s Republic of China who subscribe to the stocks issued by the company.

A rticle 14  The stocks issued to domestic investors  and subscribed in RMB are  referred to as domestic capital stocks .  T he stocks issued to overseas investors and subscribed in foreign currencies are referred to as foreign capital stocks.  T he foreign capital stocks listed overseas are referred to as  foreign capital stock s  listed abroad .

A rticle 15 The company may, upon the approval of the company examination and approval department authorized by the State Council, issue in total [shares amount] ordinary shares.  T he [shares amount] shares issued to the sponsor when it is established is [percentage number] % of the total issuable shares.   

A rticle 16 The [shares amount] shares of ordinary shares issued by the company after establishment consist of  foreign capital stock s listed abroad no less than [shares amount] shares and not more than [shares amount] shares, amounting to [percentage number] % of the total issuable shares, and [shares amount] shares of domestic capital shares issued to the public.

The company ’ s  equity structure  is: [shares amount] shares of ordinary shares, among which [shares amount] shares are held by sponsors [names of the sponsors], [shares amount] shares held by other shareholders of domestic capital shares, and [shares amount] shares held by shareholders of  foreign capital stock s listed abroad.

A rticle 17 The company ’ s  board of directors may make separate  issuance arrangements for the  plan  of issuing  foreign capital stock s   listed abroad  and domestic capital stocks approved by the State Council’ s s ecurities  authority .

The plan for the issu ance  of  foreign capital stocks listed abroad  and domestic capital stocks according to the provisions in the preceding paragraph may be executed separately within 15 months s ince  the date of approval by the Securities Commission of the State Council.

A rticle 18  If  the  company issues separately  the foreign capital stocks listed abroad  and domestic capital stocks within the total amount  as prescribed in  the stock issue plan, it shall  issue  them in full  in one time, respectively . If this  fails   to  be realized  under  special circumstances, it may issue them in installments with the approval of the Securities Commission of the State Council.

A rticle 19 The company ’ s registered capital is  RMB [ E capital amount].

A rticle 20  The company may,  according to  the operation and development  needs, increase capital in line with relevant  regulations  of the Articles of Association.

The company may  adopt the following means to increase capital: 

I  Issuing  new  stock s   to non-specific investors ; 

II  Allotting  new  stock s   to the current shareholders ; 

III  Offering bonus s hares  to the current shareholder s ;  and

IV Other ways approved by the   l aws and  administrative  rules .

I f the company ’ s capital increase by stock issuance is approved according to the Articles of Association, it shall be handled according to the procedures prescribed in the state laws and administrative rules.

A rticle 21 Except for other regulations of the laws and administrative rules, the company ’ s stocks can be transferred freely without any lien. 

Chapter IV Capital Decrease and Share Repurchase

A rticle 22 The company may decrease its registered capital according to the requirements of the Articles of Association.

A rticle 23 The company shall formulate the  balance sheet and the inventory  sheet   when it decreases its registered capital.

T he company shall inform the  creditor within 10 days as of the date when the company ma k e s  the  resolut ion to  decreas e the registered capital, and make  at least 3  announcement s  in  the   n ewspaper within 30 days. The creditor shall, within 30 days as of the date of  receiving  the notice ,  or within  90  days as of the date of the  first announcement in case of not receiving the notice , have the right to ask the company  to   pay off  the debt or providing the relevant guarantee  for debt repayment .

T he company ’ s registered capital after the capital decrease shall not be less than the minimum amount as required by the law.

A rticle 24 The company may repurchase its issued shares after going through the procedures required by the Articles of Association and approved by the relevant state authority  under the following circumstances: 

I Cancelling  registration  of shares to decrease  the company's registered capital; 

II  Merging with other companies holding the stock s  of the company ;   and

III Other conditions approved by the laws and administrative rules.

A rticle 25 The company may, upon the approval of the relevant state authority, repurchase shares  by any of the following means :  

I Tender offer to all the shareholders in the same proportion;

II Public trading on the stock exchange; or

III Contractual repurchase outside the stock exchange.

A rticle 26 The contractual repurchase of shares outside the stock exchange shall be approved by the shareholders ’  meeting in advance according to the requirements of the Articles of Association.  T he company may, upon the prior approval of the shareholders ’  meeting in the same way, terminate or modify the contract formulated by the aforesaid method, or renounce any right in the contract.

T he share repurchase contract in the preceding paragraph includes (but not limited to) the agreement of undertaking the liabilities and gaining the rights of the repurchased shares.

T he company shall not transfer the share repurchase contract or any rights prescribed in the contract.

A rticle 27 The company shall, after the share repurchase according to law, cancel registration of the shares within the time limit prescribed by the laws and administrative rules, and apply to the company registration authority for registration of registered capital change.

T he total face value of the shares with their registration cancelled shall be deducted from the company ’ s registered capital.

A rticle 28 The company listed in Hong Kong shall specify the following contents in the  Articles  of Association:

T he company shall abide by the following regulations in repurchasing its issued shares, unless it is in liquidation:

I If the company repurchases shares at face value, the amount shall be deducted from the balance of the book value of the  distributable profit  and the income of new shares issuance for the repurchase;

II If the company repurchases shares at the price higher than the face value, the amount equal to the face value shall be deducted from the balance of the book value of the  distributable profit  and the income of new shares issuance for the repurchase; the amount exceeding the face value will be handled in the following ways:

1. If the repurchased shares are issued at face value，the amount shall be deducted from the balance of the book value of the  distributable profit ；

2. If the repurchased shares are issued at the price higher than the face value, the amount shall be deducted from the balance of the book value of the  distributable profit  and the income of new shares issuance for the repurchase; but the deducted amount shall not exceed the total premium price gained from the issuance of the repurchased shares, and shall not exceed the amount of the premium account [or the account of  capital public reserve ] in the repurchase (including the premium price amount in the new shares issuance);

III The money paid by the company for the  following  usages shall be deducted from its distributable profit:

1. Obtaining the repurchase right of shares;

2. Changing the repurchase contract; and

3. Discharging its  liabilities  in the repurchase contract.

IV After the total face value of the shares with their registration cancelled is deducted from the company ’ s registered capital according to relevant regulations, the amount deducted from the distributable profit for repurchasing the face value shall be counted into the premium account [or the account of  capital public reserve ].

Chapter V Financial Aid for Shares Repurchase

Article 29 The company or its subsidy shall by no means provide any financial aid at any time to the people who purchase or plan to purchase the company ’ s shares.  T he aforesaid people who purchase shares in the company include those who undertake direct or indirect obligations for their purchase.

The company or its subsidy shall by no means provide any financial aid at any time to reduce or discharge the liabilities of the aforesaid obligators.

T his article does not apply to the situations in Article 31 of this chapter.

Article 30 The financial aid in this chapter include (but not limited to) the following methods:

I Conferment;

II Guarantee (including the guarantor undertakes the responsibility or provides assets to ensure the obligation fulfillment by the obligator), compensation (excluding the compensation caused by the company ’ s own fault), discharging or giving up the rights;

III Providing loans or signing an agreement in which the company will fulfill its obligations prior to other party, and the change of the interested parties of the loans or contract, and the transfer of the rights in the loans or contract; and

IV Any other type of financial aid when the company is unable to repay the debts or under the circumstance of having no net assets or that will lead to large decrease of net assets.

The obligations in this chapter refer to the obligations that the obligator undertakes because of signing a contract or making arrangements (regardless of whether the contract or arrangement could be enforced, or whether it is undertaken by the obligator alone or with other people), or changing his or her financial status by any ways.

A rticle 31 The following behaviors shall not be regarded as those prohibited by Article 29 of this chapter:

I The financial aid provided by the  company  is truly for the company ’ s interests and its purpose is not to buy the company ’ s shares, or it is the affiliated part of a general plan of the  company ; 

II The company distributes its assets as dividend according to law;

III Distributing shares as dividend;

IV Registered capital decrease, shares repo, equity structure adjustment according to the Articles of Association;

V The company provides loans for its normal business activities within its business scope (which shall not lead to the reduction of its net assets, or in case of the net assets reduction, the financial aid is deducted from its distributable profit);

VI The company provides money for the employee shareholding plan (which shall not lead to the reduction of its net assets, or in case of the net assets reduction, the financial aid is deducted from its distributable profit).

C hapter VI Stocks and R egister of  S hareholders

A rticle 32 The company ’ s stocks shall be registered stocks.

The  issues prescribed by the Company Law and the stock exchange on which the stocks are listed shall be specified for the stocks.

Article  33 The stocks are signed by the board chairman.  T he stocks shall be signed by other senior managers if it is required by the stock exchange on which the stocks are listed.  T he stocks will take effect after being sealed with the company ’ s stamp or printed with stamp.  T he  signature  of the board chairman or other relevant  senior  managers can also be printed on the stocks.

A rticle 34 The company shall establish a r egister of  s hareholders  to specify the following issues:

I Name, address (domicile), profession or nature of each shareholder;

II The category and amount of shares held by each shareholder;

III The paid or payable amount of shares held by each shareholder;

IV The serial number of shares held by each shareholder;

V The date when each shareholder is registered; and

VI The date when each shareholder stops to be a shareholder.

The register of shareholders is the  sufficient  evidence testifying the holding of the company's stocks,  unless there is  evidence  to the contrary . 

A rticle 35 In a ccord ance with  the understanding and agreement  between t he  s ecurities  authority  of the State Council  and the   overseas  securities  regulatory  organizations ,  the original register of shareholders of  the  company’ s   foreign capital stocks listed abroad  may  be  ke pt overseas  and entrust ed to  a foreign agency for  management . The company shall keep the copy of the register of shareholders at the  domicile  of the company ; the  entrusted foreign agency shall  always  ensure the  consistency  of the original and copy of the register of shareholders. I n case of inconsistency  of the original and copy of the register of shareholders , the original shall prevail.

A rticle 36 The company shall keep a complete register of shareholders.

T he register of shareholders shall contain the following parts:

I The register of shareholders which is kept at the  domicile  of the company other than that of the Item II and Item III of this article;

II The  register of shareholders of  the  company’ s   foreign capital stocks listed abroad which is kept at the domicile of the overseas listed stock exchange; and

III The  register of shareholders  which is kept in other place according to the decision of the directorate for the listing needs.

A rticle 37 Different parts of the register of shareholders shall not overlap.  T he transfer of shares registered in one part of the register of shareholders shall not be registered in other parts of the register of shareholders during the duration of the shares registration. 

T he  change  or correction of each part of the register of shareholders shall be in accordance with the law of the place where the part is kept.

A rticle 38 The change registration of the register of shareholders due to the shares transfer shall not be done within 30 days before the general meeting of shareholders convenes or within 5 days before the base day of dividend distribution.

A rticle 39 In case of the shareholders ’  meeting, dividend distribution, liquidation or other behaviors requiring the equity confirmation, the directorate shall decide the equity confirmation day.  W hen the confirmation day terminates, the shareholders in the register of shareholders are the  company’s  shareholders.

A rticle 40 Anyone who disagrees with the register of shareholders and requests to add or remove his or her name in the register of shareholders may apply to the court which has  jurisdiction  for correction of the register of shareholders.

A rticle 41 If a shareholder in the register of shareholders or anyone who requests to register his or her name in the register of shareholders loses the stocks (the old stocks), he or she may apply to the company for reissue of new stocks of the shares (namely,  “ relevant stocks ” ).  I f a shareholder of domestic capital stocks loses his or her stocks and applies for reissue, it shall be handled according to  the  regulation of Article 150 of the Company Law.

If a shareholder of foreign capital s tock s  listed abroad  los es  his or her s tock s and applies for reissue, the case may be handled according to the law s,  the rules of the stock exchange  or  other relevant regulations where the  original register  of  shareholders of  foreign capital stock  listed abroad  is kept.

If a shareholder of  Hong Kong-listed  foreign capital s tock s los es  his or her s tock s and applies for reissue , the reissue shall be in accordance with the following requirements:

I The applicant shall apply in the standard format designated by the company and attach a notarial deed or legal statement, which  shall  contain the application reason,  the  situation and evidence of losing, and also a declaration that nobody else may request to be registered as shareholder for the relevant stocks.

II Before the company decides to reissue new stocks, it has not received other people ’ s declaration which requests to be registered as shareholder for the relevant stocks.

III If the company decides to reissue new stocks to the applicant, it shall publish an announcement of new stocks reissue on the newspaper designated by  the  directorate; the announcement duration is 90 days, and it shall be re-published at least once every 30 days.

IV Before publishing the announcement of new stocks reissue, the company shall submit a copy of the to-be-published announcement to the stock exchange where it is listed.  O nce the company receives the exchange ’ s reply confirming that the announcement has been displayed in the exchange, the announcement can be published.  T he display duration is 90 days.

I f the application for stocks reissue hasn ’ t been approved by the registered shareholder of the relevant stocks, the company shall mail the copy of the to-be-published announcement to the shareholder.

V Once the 90 days ’  announcement and display duration prescribed by the Item III and Item IV of this article expires, if the company hasn ’ t received any objections on the stocks reissue, it may reissue the new stocks according to the application.

VI The company shall, when reissuing new stocks as per this article, immediately cancel the old stocks and specify the cancellation and reissue in the register of shareholders.

VII The expense of cancelling the old stocks and reissuing new stocks  shall  be covered by the applicant.  T he company has the right to refuse to take any action before the applicant provides reasonable guarantee.

A rticle 42 After the company reissues new stocks according to the regulation of the Articles of Association, the name of an innocent purchaser who gains the aforesaid new stocks or a shareholder who is registered to be the owner of the shares (if he or she is an innocent purchaser) shall not be deleted from the register of shareholders.

A rticle 43 The company has no compensation obligation for anyone who suffers losses from the cancellation of old stocks or the reissue of new stocks, unless the person could prove the fraud of the company.

Chapter VII Rights and Obligations of Shareholders

Article  44 The shareholders of the company are those who hold the shares of the company according to law, whose names are registered in the register of shareholders.

T he shareholders are entitled to rights and obligations according to the type and amount of their shares; shareholders of the same type of shares are entitled to the same rights and obligations.

Article 45 A shareholder of the company ’ s ordinary shares is entitled to the following rights:

I Obtaining dividend and other forms of profit-sharing based on the amount of his or her shares;

II A ttending or entrusting agent to attend the shareholders’  meeting  and performing the relevant voting power;  

III   Supervising the  business operation  of the company, raising proposal or inquiry;

IV T ransferring share s  in accordance with laws, administrative rules and the  Articles of Association;

V Obtaining the relevant information according to the regulations of the Articles of Association, including:

1.  Obtaining  the Articles of Association after paying the cost;

2. Consulting and copying the following information after paying a reasonable fee:

(1) All parts of register of shareholders;

(2) The personal information of  directors,  supervisors, managers and other senior managers, including:

(A) The current and former names, alias names;

(B)  Major  address (domicile);

(C) Nationality;

(D) Full-time and all part-time professions and titles; and

(E) Identity proof certificates and number.

(3) The  company’s  capitalization;

(4) The total amount, amount, the highest price and the lowest price of each category of shares the company has repurchased since the last fiscal year, and a report of all the expenses; and

(5) The minutes of the shareholders ’  meetings.

VI  Participating in the  distribution of  the company’ s  residual property in accordance with their shares  amount  in occasion of the company's termination or liquidation;  and

VII Other  rights prescribed in  the  laws, administrative rules, and the  Articles of Association.

A rticle 46 A shareholder of the company ’ s ordinary shares shall undertake the following obligations:

I  Observing the Articles of Association; 

II  Paying  for the  purchased share s  in accordance with  the method  of s hareholding ;  and

III  Other obligations that shall be born as prescribed in  the  laws, administrative rules and the  Article s  of Association .

T he shareholder shall not bear the obligation of  capitalization  increase except for the conditions agreed by the subscriber in  subscribing .

A rticle 47 Apart from the obligations  prescribed  in   the  laws, administrative rules  or the listing rules of the stock exchange where the company ’ s stocks are listed, the controlling shareholders shall not, when exercising their shareholders ’  powers, make decisions impairing the interests of all or some  shareholders  in the following aspects as a result of exercising their voting rights:

I Exempting the directors and supervisors from the obligations of sincerely acting for the maximum interest of the company;

II Approving the directors and supervisors to deprive the company of its assets (for their own or others ’  interests) in any form, including (but not limited to) any chances beneficial to the company; and

III Approving the directors and supervisors to deprive other shareholders ’  rights and interests (for their own or others ’  interests) in any form, including (but not limited to) any distribution right and voting right, but excluding the corporate restructuring approved by the general meeting of shareholders which is submitted according to the Articles of Association.

A rticle 48 The controlling shareholders in the previous article shall conform to one of the following conditions:

I The person who acts alone or together with other people may elect over half of the directors;

II The person who acts alone or together with other people may exercise at least 30% voting rights or control the exercise of at least 30% voting rights of the company;

III The person who acts alone or together with other people holds at least 30% issued shares of the company; or

IV The person  who  acts alone or together with other people actually controls the company in other ways.

Chapter VIII Shareholders ’  Meeting 

A rticle 49 The shareholders ’  meeting is the authority of  the company  which performs its duties according to law.  

Article 50 The shareholders ’  meeting performs the following duties :

I  Deciding the business guid eline  and investment plan of the company; 

II  Electing and  changing  directors, deciding the  remuneration of  directors; 

III  Electing and  changing   supervis ors  who are representatives of shareholders , deciding the  remuneration of   supervis ors;

IV  Examining and approving the report from the board of directors; 

V  Examining and approving the report from the board of supervisors; 

VI  Examining and approving the annual financial budget plans and final plans; 

VII  Examining and approving the profit  distribu tion plans and  deficit coverage  plans; 

VIII   Mak ing resolutions  on the  increase or  decrease  of the company's registered capital; 

IX   Mak ing resolutions  on the  merger, spin-off, dissolution and liquidation of the company; 

X Making resolutions on the bonds issuance of the company;

XI  Making  resolut ion s  on the employment ,  dismissal  or rejection of reappointment of the  account ing firm ;

XII  Revising the Articles of Association; 

XIII  Examining the  proposals by shareholders holding at least 5% voting stocks of the company ;  and

XIV O ther  issue s that shall be decided by  the general meeting of shareholders as  prescribed in  the  laws, administrative rules  and the Articles of Association.

A rticle 51 The company shall not, without the prior approval of the shareholders ’  meeting, sign a contract with anyone other than the directors, supervisors, managers and other senior managers to entrust the management of all or important businesses of the company to this person.  

A rticle 52 The shareholders ’  meeting  falls into  the  annual  general   meeting  and  the   special shareholders ’  meeting . T he board of directors shall convene the shareholders ’  meeting.

The annual  general   meeting  shall be held once  a  year, within 6 months after the conclusion of the preceding fiscal year.

T he  special shareholders ’  meeting  shall be held  by the directorate  within two months  in case of  one of the following circumstances:

I  The number of directors falls below the number prescribed  in the Company Law  or below two-thirds of the number prescribed in the Articles of Association; 

II  The company's uncompensated loss es  have reached one-third of the total capital ization ; 

III A written r equest  of convening a special shareholders ’  meeting  from  any s hareholder holding  at least  10 %  of the company's  issued voting  stocks;  or  

IV  The board of directors deems it necessary  or  the  board of supervisors requests.

A rticle 53   When  c onven ing  the general meeting of shareholders ,  the  company shall issue  a  written notice s  45 days in advance to all the  registered  shareholders, specifying the matters to be examined and discussed, the date and place of the meeting. The shareholders planning to attend  the general meeting of shareholders  shall  deliver  the repl ies  in writing to the company 20 days before the  convention of the  meeting. 

Articles  54  In  the  annual  general  meeting  of shareholders , the shareholder holding  at least  5% of the voting stocks ha s  the right to put forward new  proposals  in writing ,  and the company sh all  list the matters  of the proposals   which falls within  the scope of the  duties  of  the shareholders ’  meeting  in the agenda of the meeting. 

A rticle 55   The  company shall count the number of voting stocks represented by shareholders  plann ing to attend the meeting  based on  the written replies received 20 day s   prior to  the  convention of the  shareholders’  meeting . If the number of voting stocks represented by shareholders planning to attend the meeting has reached half of the total number of voting stocks, the company may  convene  the meeting ;   i f  not , the company should, within five days, inform the shareholders  again  in announcement of the matters to be discussed ,  the date and place of the meeting ,   a fter  which  the company may c onvene  the meeting.

T he  special shareholders ’  meeting shall not decide issues unspecified in the announcement.

Article  56 The notice of the general meeting of shareholders shall comply with the following requirements:

I In written form;

I I Specifying the place, date and time of the meeting;

III Stating the issues to be discussed;

IV Providing the material or explanation to the shareholders which are necessary for them to make judicious decisions on the issues to be discussed; including (but not limited to) providing the detailed terms and contract (if any) of the trade to be discussed when the company proposes the merger, repo, capitalization  restructuring  or other restructuring, and giving serious explanations to the cause and effect;

V If the issue to be discussed is closely related with the interest of any director, supervisor, manager and other senior manager, the announcement shall cover the nature and degree of the relation; if the impact of the to-be-discussed issue on the director, supervisor, manager and other senior manager as shareholders is different from that on other shareholders of the same category, the announcement shall specify the difference;

VI The full text of any  special resolution  that is planned to be discussed for approval at the meeting;

VII Specifying clearly that the shareholder who has right to attend the meeting and vote is entitled to entrust one or more agent to attend and vote, who has not to be a shareholder; and

VIII Specifying the arrival time and place of the entrustment letter.

A rticle 57 The notice  of  the shareholders ’  meeting shall be sent to shareholders (regardless of whether they have voting rights in the shareholders ’  meeting) by a special person or by postpaid mail, and the addresses of the sendees shall be in accordance with those in the register of shareholders. For the shareholders of domestic capital stocks, the notice  of  the shareholders ’  meeting may be in the form of announcement.

T he announcement mentioned in the previous paragraph shall be published in one or more newspapers designated by the State Council ’ s  securities  authority within 45 to 50 days before the meeting is held.  O nce it is announced, it will be assumed that all the shareholders of domestic capital stocks have received the notice of relevant shareholders ’  meeting.

A rticle 58  Where the notice fails to be delivered to the entitled  sendee  because of negligence or  the person hasn ’ t received the notice , the validity of the  meeting and the meeting ’ s resolutions  shall not be affected.

A rticle 59 Any shareholder who has the right to attend the shareholders ’  meeting and vote is entitled to entrust one or more persons (who may not be a shareholder) as his or her agent to attend the meeting and vote.  T he agent may exercise the following rights according to the shareholder ’ s entrustment:

I The shareholder ’ s right of speech in the general meeting of shareholders;

II Requesting alone or with others to vote by ballot; and

III Exercising the voting right by a show of hands or ballot, but in case of more than one entrusted agents, they could only vote by ballot.

A rticle 60 A shareholder shall entrust an agent in writing with the signing of the principal or the agent; if the principal is a legal person, it shall be sealed with the legal person ’ s stamp or signed by its director or the agent.

A rticle 61 The voting proxy statement shall be placed  in the domicile of the company or at other place prescribed in the notice of the  meeting  convention  24 hours before the relevant meeting or 24 hours before the designated voting time. If  the proxy statement is signed by the person entrusted by the  principal , the  letter of  authoriz ation  or other authorized documents shall be notarized. The  notarized letter of authorization  or other authorized documents as well as the proxy statement shall be placed in the domicile of the company or at other place prescribed in the notice of the  meeting  convention.

I f the principal is a legal person, its legal representative or the person authorized by the directorate and other decision-making authority shall attend the shareholders ’  meeting.

A rticle 62 For the format of the proxy statement which is issued by the directorate to the shareholders for agent entrustment, it shall allow a shareholder to instruct its agent for affirmative vote or negative vote, and instruct  separately  every issue to be voted. T he proxy statement shall  speci fy  that if  the shareholder  has no  specific instruction ,   its  agent may act of its own will .

A rticle 63 If a principal is dead,  incapacitated , revoke the entrustment, or revokes its entrustment and the letter of authorization for entrustment, or the relevant shares have been transferred, the voting made by the shareholder ’ s agent according to the proxy statement shall stay valid as long as the company receives no  written  notice before the relevant meeting convenes.

A rticle 64  The  resolution of the shareholders ’  meeting  falls into  the   ordinary  resolution and  the  special resolution. 

The  ordinary  resolution made by  the shareholders ’  meeting  requires at least half of the votes of the present shareholders (including shareholders’ agent s ) who have the voting  power .

The special resolution made  at   the shareholders ’  meeting  requires at least 2/3 of the vote of the present shareholders (including shareholders’ agent s ) who have the voting  power .

A rticle 65   The shareholders   (including shareholders’ agent s)   shall exercise the  voting power  in the shareholders ’  meeting   according to  the  amount  of the  voting  s tocks they hold,  on the basis of one share having one voting  right .

A rticle 66 The shareholders ’  meeting shall vote by a show of hands unless the following people request voting by ballot before or after a show of hands:

I Chairman of the meeting;

II At least two shareholders or agents of shareholders who have voting rights; and

III One or more shareholders (including shareholders ’  agents) who has or have at least 10% voting stocks of the meeting (upon  separate  or consolidated calculation).

Unless someone suggests voting by ballot, the Chairman of the meeting will announce the passing of the proposals according to the result of a show of hands and record it in the meeting minutes as the final proof.  T here ’ s no need to clarify the numbers or the proportions of affirmative or negative votes for the passed resolutions.

T he request of voting by ballot may be revoked by the initiator.

A rticle 67 If the issue requested to be voted by ballot is the chairman election or meeting termination, it shall be voted immediately; for other issues requested to be voted by ballot, the Chairman shall decide the voting time, and the meeting may continue for other discussions.  T he voting result will still be regarded as a resolution passed in the meeting.

A rticle 68 Shareholders (including shareholders ’  agents) who have two or more voting rights don ’ t need to give all affirmative or negative votes.

A rticle 69 When the affirmative votes equal negative votes, the Chairman has the right to give one more vote no matter it is a vote by a show of hands or by ballot.

A rticle 70  The following  issues need  the approval of  the shareholders ’  meeting in ordinary  resolution s : 

I  Work report of the board of directors and board of supervisors; 

II  Profit distribution plans and plans  for making up  losses  made by  the board of directors; 

III  Dismissal ,  remuneration  and  payment  method of  members of the board of directors and board of supervisors; 

IV  Annual budget  report  and final  report, balance sheet, profit statement and other financial statements ;  and

V  Other  issues  except  for  those  that  shall be  approved in  special resolutions in accordance with provisions of  the  laws, administrative rules or the Articles of Association.

A rticle 71  The following  issues need  the approval of  shareholders ’  meeting   in  special resolution s : 

I  Increas e  or decreas e   of  capital ization, or issuance of any category of stocks, warrants and other similar securities ; 

II Issuance of corporate bonds;

III Spin-off , merger, dissolution and  liquidation  of the company; 

IV  Revision of the Articles of Association;  and

V  Other  issues   considered   to  hav e  significant influence on the company  if approved by ordinary  resolution s in the shareholders ’  meeting ,  which shall  be passed by special  resolutions .

A rticle 72 The shareholders shall abide by the following procedures for holding a special shareholders ’  meeting or a classified shareholders ’  meeting:

I Two or more  shareholders  who  jointly hold  at least  10% of the  voting stocks   may   submit one or more copies of written requests with the same format and content  to the board of directors  for  the convention of  special shareholders ’  meeting or classified shareholders ’  meeting, which shall also specify the topics of the meeting .   T he board of directors shall hold the   speical shareholders ’  meeting or the classified shareholders ’  meeting as soon as possible upon receiving the written request.  T he aforesaid shares amount shall be counted based on the date when the shareholders raise the written requests.

II If the board of directors fails to issue the notice of meeting within 30 days after receiving the aforesaid written request, the relevant shareholders  may convene  the meeting  independently  within 4 months after the board of directors receives the written request.  T he convention procedures shall be as same as possible with that of shareholders ’  meeting convened by the board of directors.

If the shareholders independently convene the meeting due to the board of directors ’  failure in holding the meeting according to the aforesaid request,   the  reasonable  expense shall be assumed by the company and deducted from the money in arrears for the directors in default.

Article 73 The board chairman shall convene the shareholders ’  meeting and serve as the chairman; if the board chairman is unable to attend the meeting, the vice board chairman shall convene the meeting and serve as the chairman; if none of them is able to attend the meeting, the board of directors may designate one director to convene the meeting and  serve  as the chairman; if there ’ s no designated chairman, the present shareholders may elect the chairman; if the shareholders fail to elect the chairman for any reason, the present shareholder (including shareholder ’ s agent) who holds the maximum amount of voting stocks shall serve as the chairman.

A rticle 74 The chairman of the meeting shall make the decision whether to approve the resolution of the shareholders ’  meeting, which is final, and shall announce the decision in the meeting and record it in the meeting minutes.

A rticle 75 If  the  chairman  has any doubt upon the voting result, he  or  she   may count the number of vote;  if  the  chairman  fails to do so and the present s hare holder s  or s hare holder s ’ agent s  challenge the voting result, they are  entitl ed to require vote  tally  upon the announcement and the  chairman  shall  count the  vote immediately.

A rticle 76 In case of the vote tally at the shareholders ’  meeting, the result shall be recorded in the meeting minutes.

T he meeting minutes, the attendance book of present shareholders and the authorization letter for the agent shall be kept in the company ’ s domicile.

A rticle 77 The shareholders  may  consult the copies of the meeting minutes for free during the company ’ s office hours.  F or the request of the copies of the meeting minutes by any shareholder, the  company  shall send the copies within 7 days after receiving reasonable fees.

Chapter IX Special Procedures for Classified Shareholders ’  Voting

Article 78 Shareholders holding different categories of shares are classified shareholders.

C lassified shareholders  shall  enjoy the rights and undertake the obligations according to the regulations of the laws, administrative rules and the Articles of Association.

A rticle 79 If the company plans to change or abolish the rights of classified shareholders, the plan shall be approved in a special resolution in the shareholders ’  meeting and approved by the affected shareholders in the shareholders ’  meetings convened  separately  according to Article 81 to Article 85.

A rticle 80 The following circumstances shall be regarded as change or abolishment of a classified shareholder ’ s right:

I Increasing or decreasing the amount of this  category  of shares, or increasing or decreasing the amount of other  category  which has the same or more voting rights, allocation rights and other  privileges ;

II Changing all or part of this  category  of shares to other categories, or changing all or part of other category of shares to this category, or authorizing such conversion  privilege ;

III Cancelling or reducing this category of shares ’  right to obtain the generated dividend or accumulated dividend;

IV Reducing or cancelling this category of shares ’  privilege to obtain the dividend or to obtain the property allocation in the company ’ s liquidation;

V Increasing, cancelling or reducing this category of shares ’  rights of share conversion, selection, voting, transfer,  preferential allotment right  and the right to obtain the company ’ s securities;

VI Cancelling or reducing this category of shares ’  right to charge payables from the company in certain currency;

VII Establishing new categories which have the same or more voting rights, allocation rights or other privileges;

VIII Restricting the transfer or ownership of this category of shares or adding such restriction;

IX Issuance of the subscription right or share transfer right of this category of shares or another category of shares;

X Adding the rights and privileges of other category of shares;

XI The company ’ s restructuring plan will lead to the non-proportional responsibility undertaking of different categories of shareholders in restructuring; and

XII Modification or abolishment of the  provision s of this chapter.

A rticle 81 The affected classified shareholders, regardless of whether they have voting rights in the shareholders ’  meeting, shall have voting rights regarding the issues mentioned in Item II to Item VIII and Item XI to Item XII of Article 80. But interested shareholders have no voting rights in the classified shareholders ’  meeting.

T he interested  shareholders in the  previous  paragraph refer  t

I  In  case the company repurchases its own shares by a tender offer to all shareholders in the same proportion or through the public trading on the stock exchange according to the regulation in Article 25 of the Articles of Association,  “ the interested shareholders ”  refer to the controlling shareholders defined in Article 48 of the Articles of Association; 

II  In  case the company repurchases its own shares by agreement outside the stock exchange according to the regulation in Article 25 of the Articles of Association,  “ the interested shareholders ”  refer to the shareholders related with the agreement; and

III In the company ’ s restructuring plan,  “ the interested shareholders ”  refer to the shareholders undertaking responsibilities in a proportion less than other shareholders of this category, or the shareholders with different interests from other shareholders in this category.

A rticle 82 The resolution of the classified shareholders ’  meeting shall be made with at least 2/3 of the votes from the shareholders with voting rights according to Article 81.

A rticle 83  In c onven ing  the classified shareholders ’  meeting,   the  company shall issue written notice s  45 days in advance to all the  registered  shareholders  of such shares , specifying the matters to be examined and discussed, the date and place of the meeting. The shareholders planning to attend  the meeting  shall  deliver  the repl ies  in writing to the company 20 days before the meeting. 

If the number of voting stocks represented by shareholders planning to attend the meeting has reached half of the total number of voting stocks, the company may  convene   the classified shareholders ’  meeting;   i f  not , the company should, within five days, inform the shareholders  again  in announcement of the matters to be discussed ,  the date and place of the meeting ,   a fter  which  the company may c onvene  the meeting.

Article 84 The notices of   the classified shareholders ’  meeting only need to be delivered to the shareholders who have the rights to vote in the meeting.

The classified shareholders ’  meeting should be held in the procedures of the shareholders ’  meeting as same as possible, and the provisions in the Articles of Association regarding the procedures of the shareholders ’  meeting apply to the classified shareholders ’  meeting.

A rticle 85 Upon the requirements of the rules of the stock exchange where the company ’ s stocks are listed, the Articles of Association shall specify that  “ besides shareholders of other categories of shares, the shareholders of domestic capital stocks and that of the foreign capital stocks listed abroad shall be regarded as shareholders of different categories of shares ” .

T he Articles of Association with the content prescribed in the previous paragraph shall also specify that  “ the special procedure for the voting of classified shareholders does not apply to the following situations: I Upon the approval of the shareholders ’  meeting in the special resolution, the company issues every 12 months  separately  or simultaneously the domestic capital stocks and the foreign capital stocks listed abroad, and the amount of the to-be-issued stocks does not exceed 20% of the issued same category of stocks, respectively; II The plan of issuing domestic capital stocks and foreign capital stocks listed abroad, which is made when the company is established, has been accomplished within 15 months since the date of approval by the State Council ’ s Securities Commission.  ”

C hapter X Board of Directors

A rticle 86 The company shall set up t he board of directors ,   which is  composed of  [number of people] directors, including  one chairman,  [number of people]  deputy chairmen  and [number of people] directors . 

Article 87 The directors shall be elected by the shareholders ’  meeting   with  the  te r m  of  [ n umber  of years]   y ear s . The director may, after  the  expiration of the term of office, be re - elected and reappointed. 

The  board  chairman and the deputy chairmen shall be elected  and dismissed  by more than half of  all  directors. The  board  chairman and the deputy chairmen may, after  the  expiration of the term of office  of [number of years] years , be re - elected and reappointed.

T he directors do not need to hold the company ’ s shares.

A rticle 88  The board of directors shall be responsible to the shareholders’ meeting  and  exercis e  the following authorities: 

I  Convening the shareholders’ meeting and  report ing work  to it ; 

II Implement ing the  resolut ions of the shareholders’ meeting; 

III  Deciding the business plan and investment plan; 

IV  Formulating the annual financial budget plan and final plan of the company; 

V  Formulating  the  profit  distribu tion plan and  the  plan to cover losses; 

VI  Formulating such plans as increase or decrease of registered capital  and  issue of  corporate bonds ; 

VII  Drawing up such plans as merger,  spin-off and  dissolution; 

VIII  Deciding the set up  of the internal  management  institutions of the company; 

IX  Appointing or dismissing managers; employing or dismissing vice general manager, persons-in-charge of finance  based on the managers ’  nomination , and deciding the re muneration ; 

X  Formulating the basic management system;  and

XI  Formulating the revision plan of the Articles of Association .

The resolutions in the previous paragraph made by   the board of directors require over half of the directors ’  voting, except for Item VI, VII and XI, which require over 2/3 of the directors ’  voting.

A rticle 89 In the disposal of the fixed assets, if the expected value of the to-be-disposed assets plus the value of assets disposed within 4 months before the proposal exceed 33% of the fixed assets value in the balance sheet which has been recently reviewed by the shareholders ’  meeting, the board of directors shall not dispose of or agree to dispose of the fixed assets without the  approval  of the shareholders ’  meeting.

T he disposal of fixed assets in this article covers the transfer of some assets ’  equity, but doesn ’ t include the provision of guarantee with fixed assets.

T he validity of the transaction of fixed assets disposal shall not be affected for its  violation  of the first paragraph of this article.

A rticle 90   The chairman of the board shall  exercis e  the following authorities:

I  Presiding over the shareholders’ meeting ,   convening and presiding over the board meeting ; 

II Check ing the fulfillment of  the resolutions of  the board of  direct ors; 

III Signing the securities issued by the company; and

IV  Other authorities  granted  by the board of directors.

I f the board chairman cannot fulfill his or her duty, he or she may designate the deputy chairman to perform it.

A rticle 91 T he board of directors shall  hold  at least two  meetings  annually .   T he chairman of the board shall  convene the meeting and  notify  all the  directors  [number of days]  days  prior to  the convention of the  meeting .   I n case of emergency, an  interim  board meeting   may be convened upon the proposal of at least [number of people] directors or managers.

A rticle 92  The means of notice concerning the convention  of a board meeting or an interim one  shall be: [ s pecific  n otice means];  the  time limit of the notice: [ s pecific  t ime  l imit of the  n otice] .

A rticle 93 T he board  meeting  may not be held unless more than half of the directors  attend it . 

E ach director has  one vote .  The decision made by the board of directors requires more than half  voting  of  all  directors. 

W hen the negative votes equal the positive votes, the board chairman has the right to vote one more time.

A rticle 94  The board  meeting  requires the attendance of the directors themselves .   If  the directors  are  unable to attend, they  may  entrust other directors to attend by means of  letters of entrustment   in which  the scope of authorization shall be  specified . 

The present  entrusted  directors shall exercise their authorities within the scope of authorization.  If   a  director fails to attend the board  meeting  and fail s  to entrust  any  agent, it shall be deemed as abstention of the voting  right in this meeting .

A rticle 95  The board of directors shall  formulate minutes  of the  decisions of the  proceedings under discussion ,  and the present directors shall sign their names  thereon .   T he directors shall be responsible for the board ’ s resolutions.  I f any resolut ion  violates the laws, administrative rules or the Association of Articles and leads to serious losses of the company, the directors involved in the decision process shall be liable for compensation; if it is proved that the director expressed his dissent in voting, which has been recorded in the minutes, the director may be exempted from the liabilities.

C hapter XI Secretary to Directorate

A rticle 96 The company shall have a secretary to directorate, who is the senior manager of the company.

A rticle 97 The secretary to directorate shall be a natural person with necessary expertise and experience, who is appointed by the board of directors.  H is or her duties are:

I Ensuring the availability of complete organizational documents and records;

II Ensuring the preparation and submission of reports and documents required by authorities; and

III Ensuring the appropriate establishment of the register of shareholders and the procurement of the company ’ s records and documents by those who are entitled to obtain such things.

A rticle 98  The  company ’ s director or  other  senior manager  may serve concurrently as  the secretary to directorate.  T he accountant of the accounting firm engaged by the company shall not serve concurrently as the secretary to directorate.

W hen the secretary to directorate is also a director, if an action shall be taken  separately  by the secretary to directorate and a director, the person shall not take the action as the secretary to directorate and the director.

Chapter  XII Manager

A rticle 99 The company shall have one manager, who shall be appointed or dismissed by the board of directors.

A rticle 100 The manager is responsible to the board of directors and exercise the following authorities:

I Directing  the production  and  operation management of the company, organizing the implementation of the  resolution of the board of directors ; 

II  Organizing the implementation of  the  annual business plan and investment plan; 

III  Working out the internal  organizational  structur e   plan ; 

IV  Working out the basic management system; 

V  Formulating the  basic  provisions; 

VI  Proposing the employ ment  or dismiss al of  the deputy manager  and  person   in   charge of finance; 

VII  Deciding the employment or dismissal of other management personnel except  for  those that shall be employed or dismissed by the board of directors;  and

VIII  Other authorities  granted  by the Articles of Association  and the  board of directors.   

A rticle 101 The manager shall sit in on the board meeting; a manager who is not a director has no voting right in the board meeting.

A rticle 102 T he manger shall abide by the laws, administrative rules and the Articles of Association,  and fulfill the  faithful ness and diligence  dut ies in exercising the authorities.

C hapter XIII Board of Supervisors

A rticle 103 The company shall set up the board of supervisors.

A rticle 104  The board of supervisor s  shall be composed of [ n umber of  people ]  supervisors ,  among which  one  is the  chairman.  The  te r m  of supervisors   is  [ n umber  of years]   y ear s . The  supervisors  may, after  the  expiration of the term of office, be re - elected and reappointed. 

A rticle 105 T he supervisor s  shall include  [number of people]  shareholders’ representative s  and  [number of people]   employee  representatives .  T he shareholders ’  representatives shall be elected and dismissed by the shareholders ’  meeting, and t he  employee  representative s  shall be elected  and dismissed  by the  employees  through democratic means.

A rticle 106 The company ’ s director, manager and person in charge of finance shall not serve concurrently as the supervisor.

A rticle 107 The board of supervisors shall hold at least [number] meetings annually, which shall be convened by the chairman of the board of supervisors.

A rticle 108  The  b oard of  s upervisor shall  be responsible to the shareholders ’  meeting and  exercise the following authorities: 

I  Checking the company's finance;

II  Supervising the violat ion of the  laws, administrative rules  or the  Articles of Association  by  directors,  managers and other senior managers  in performing their dut ies ; 

III  Requiring the directors,  managers and other senior managers  to rectify their acts that impair the interest of the company;

IV Checking such financial material as the financial reports, business reports and profit distribution plans that are planned to be submitted to the shareholders ’  meeting by the board of directors; in case of any doubts, they may entrust   in the name of the company the  certified public accountant s and auditors  for  reexamination;

V Proposing the c onven tion of   the  interim  shareholders ’  meeting ; 

VI Negotiating with the directors on behalf of the company or s uing the directors ; and

VII Other authorities prescribed in the Articles of Association.

T he supervisors shall sit in on the board meetings.

A rticle 109 T he  method of  discussion  of the board of supervisors is: [detailed method of discussion]; the  vote procedures  is: [detailed vote  procedure ].

A rticle 110 The  reasonable  expenses in exercising the authorities of the board of  supervisors  for engaging such professionals as lawyers, certified public accountants and auditors shall be undertaken by the company. 

A rticle 111 The supervisors shall faithfully  perform  the supervision duties according to the laws, administrative rules and the Articles of Association.

Chapter XIV Qualifications and  Obligations  of Directors, Supervisors, Managers and Other Senior Managers

A rticle 112 One  shall not  serve  as  the  director , supervisor, manager or other senior manager   under  one of the following circumstances: 

I  Without civil capacity or with limited civil capacity; 

II  Having been  penalized  for embezzlement, bribery, conversion of property, misappropriation of property, sabotage of social economic order,  with the  completion of the sentence less than 5 years ago; or having been deprived of political rights as a result of  crimes ,  with the  completion of such sanction less than 5 years ago; 

III  Having served as  the  director, factory  director  or manager of  the  company or enterprise which underwent bankruptcy liquidation as a result of mismanagement, and being personally responsible for such bankruptcy,  with the  completion of the bankruptcy liquidation less than 3 years ago; 

IV  Having served as the legal representative of  the  company or enterprise whose business license was revoked due to its violation of law, and being personally responsible for such revocation,  with  such revocation occurring less than 3 years ago; 

V Having  a significant amount  of  personal debt  in arrears ; 

VI Being  under investigation  by the  judicial bodies   due to  offence of the Criminal Law, with the case not concluded yet;

VII Unable to serve as the company ’ s leader according to the laws and administrative rules;

VIII Not  a natural person ; or

IX Having been ruled by relevant authorities as violating the regulations of relevant securities rules, and involved with fraudulent or dishonest acts, with such ruling  occurring   less than  5  years ago .

A rticle 113   The validity of the acts of the  director s, supervisors, managers or other senior managers on behalf of the company to the innocent  third party  shall not be affected by any uncomplying acts in appointment, election or qualification.

A rticle 114 In addition to the obligations required by the laws, administrative rules or the listing rules of the stock exchange where the company ’ s stocks are listed, the directors, supervisors, managers and other senior managers shall also undertake the following obligations for every shareholder when exercising authorities assigned by the company:

I Ensuring  the company's business act within the scope prescribed in the business license ;

II Acting sincerely for the maximum interest of the company;

III By no means depriving of the company ’ s property, including (but not limited to) the opportunities to the company ’ s advantage; and

IV By no means depriving of the personal interest of shareholders, including (but not limited to) distribution rights and voting rights, but excluding the company ’ s restructuring submitted to and approved by the shareholders ’  meeting according to the Articles of Association.

A rticle 115 The directors, supervisors, managers and other senior managers of the company are obliged to conduct their due activities when exercising their power or duties with the prudence, diligence and skill that a reasonable and prudential person should perform in similar situation.

A rticle 116 The directors, supervisors, managers and other senior managers of the company shall abide by the principle of good faith in performing their duties, and shall not put themselves in the position where their interests may conflict with the obligations.  T he  principle  includes (but not limited to) the following obligations:

I Acting sincerely for the maximum interest of the company;

II Exerting power within the scope of their functions and powers, not acting beyond their authorities;

III Exerting in person the assigned discretionary power without being manipulated by others;

not transferring the power to others without the permission of the laws and administrative rules or the approval of the shareholders ’  meeting that knows the situation;

IV Treating equally shareholders of the same category, and treating fairly shareholders of different categories;

V Not having contracts, transactions or arrangements with the company unless otherwise provided by the Articles of Association or approved by the shareholders ’  meeting that knows the situation;

VI Not by any means abusing the company ’ s assets for their own interests without the approval of the shareholders ’  meeting that knows the situation;

VII  Not abusing  the  power to accept bribery or other illegal income   and to misappropriate the company's assets , including (but not limited to) opportunities beneficial to the company;

VIII  Not  accepting commission related with the company ’ s transactions without the approval of the shareholders ’  meeting who knows the situation;

IX A bid ing  by the Articles of Association , faithfully performing their duties and protecting the company ’ s interests, not abusing their positions and power to benefit themselves;

X Not competing by any means with the company without the approval of the shareholders ’  meeting that knows the situation;

XI Not  embezzling the company's fund  or   lending  the company's fund to others , n ot opening an account in  their  own name s   or other names to  deposit the assets of the company , not   provid ing  guarantee to  the liabilities of the company ’ s shareholders or  others by using the company's assets ; and

XII  Not revealing the company's confidential information  obtained during their service without the approval of the shareholders ’  meeting that knows the situation ;  not using the information unless for the company ’ s interests; disclosing such information to the court or other government authorities under the following circumstances:

1. Provisions of the law;

2. Requirements by the public interests; and

3. The interest requirements of the directors, supervisors, managers and other senior managers.

A rticle 117 The company ’ s directors, supervisors, managers and other senior managers shall not incite the following personnel or institutions (related people) to do the things that they cannot do themselves:

I The spouse or minor children of the company ’ s director, supervisor, manager and other senior manager;

II The truster of the company ’ s director, supervisor, manager and other senior manager or that of the personnel in Item I of the article;

III The partner of the company ’ s director, supervisor, manager and other senior manager or that of the personnel in Item I and II of the article;

IV The company virtually controlled by the company ’ s director, supervisor, manager and other senior manager themselves, or the company virtually controlled by the company ’ s director, supervisor, manager and other senior manager together with the personnel in Item I, II and III of the article or with other director, supervisor, manager and other senior manager; and

V The directors, supervisors, managers and other senior managers of the controlled company mentioned in Item IV of the article.

A rticle 118 The  obligation  of good faith undertaken by the company ’ s director, supervisor, manager and other senior manager may not end as his or her tenure ends, and his or her  confidential obligations  for the company ’ s business secrets shall still be effective after his or her tenure ends.  T he duration of other obligations shall be based on the fair principle, including the length from the time when the event occurs to the time when he or she leaves the post, and the conditions under which he or she ends the relation with the company.

A rticle 119 The responsibilities undertaken by the company ’ s director, supervisor, manager and other senior manager due to violation of one specific obligation may be discharged by the shareholders ’  meeting that knows the situation, excluding the situations prescribed in Article 47 of the Articles of Association.

A rticle 120 If the established or planned contract, transaction and arrangement of the company are  closely  related to the interest of its director, supervisor, manager and other senior manager in a direct or indirect way (excluding the appointment contract of the director, supervisor, manager and other senior manager), they shall disclose as soon as possible the nature and degree of the relation to the board of directors regardless of whether the relevant issues normally needs to be approved by the board of directors.

U nless the interested director, supervisor, manager and other senior manager disclose to the board of directors according to the previous paragraph of the article, and the board of directors approves the issue in a meeting where the person is neither being counted in the quorum nor present, the company is entitled to revoke the contract, transaction and arrangement, excluding the circumstance that the personnel is the  innocent  interested party who knows nothing about the act of the relevant director, supervisor, manager and other senior manager which violate their obligations.

I f the contract, transaction and arrangement  are  closely related to the interest of the related people of the company ’ s director, supervisor, manager and other senior manager, the relevant director, supervisor, manager and other senior manager shall be regarded as the parties having interest relations.

A rticle 121 If the company ’ s director, supervisor, manager and other senior manager notifies the board of directors in writing prior to the company ’ s first consideration of formulating the relevant contract,  transaction  and arrangement that the content listed in the notice is related to the future contract, transaction and arrangement of the company, it shall be regarded that the relevant director, supervisor, manager and other senior manager has made the disclosure prescribed in the previous article of the chapter within the scope of the notice.

A rticle 122 The company shall by no means pay the tax for its directors, supervisors, managers and other senior managers.

A rticle 123 The company shall not directly or indirectly provide loans or loan guarantees to the directors, supervisors, managers and other senior managers of the company and its parent company; not provide loans or loan guarantees to the related people of the aforesaid personnel.

T he previous paragraph does not apply to the following situations:

I Providing loans or loan guarantees to its subsidies;

II Providing loans or loan guarantees to the directors, supervisors, managers and other senior managers of the company based on the appointment contracts approved by the shareholders ’  meeting, allowing them to pay the fees for the interest of the company or the fulfillment of their obligations; and

III Providing loans or loan guarantees to the directors, supervisors, managers, other senior managers and the related people of the company under normal commercial terms if they are within the company ’ s normal scope of business. 

A rticle 124 If the company violates the previous article to provide loaning, the recipient of the loans shall refund immediately regardless of the loaning terms.

A rticle 125 The loan guarantee provided by the company in breach of the first paragraph of Article 123 shall not be enforced by the company except for the following situations:

I The lender knows nothing when providing loaning to the related people of the directors, supervisors, managers and other senior managers of the company and its parent company; and

II The company ’ s guaranty has been legally sold to an innocent purchaser by the lender.

A rticle 126 The  guarantee  mentioned in the previous articles of the chapter includes that the guarantor assumes the responsibilities or provides assets to ensure the fulfillment of obligations by the obligators.

A rticle 127 In case the company ’ s directors, supervisors, managers and other senior managers are in breach of duty, the company is entitled to take the following measures besides the rights and remedy measures prescribed by the laws and administrative rules:

I Requesting the relevant director, supervisor, manager and other senior manager to compensate the losses due to his or her misconduct;

II Revoking any contract or transaction between the company and the relevant director, supervisor, manager and other senior manager or that between the company and the third party (when the third party knows or should know that the director, supervisor, manager and other senior manager representing the company has been in breach of duty);

III Requesting the relevant director, supervisor, manager and other senior manager to hand over the profits from their breach of duty;

IV Retrieving the fund received by the relevant director, supervisor, manager and other senior manager that belongs to the company, including (but not limited to) the commission; and

V Requesting the relevant director, supervisor, manager and other senior manager to refund the interest or possible one gained from the fund that should be handed in to the company.

A rticle 128 The company shall make written contracts with the directors and supervisors on the remuneration issues with the approval of the general meeting of the  shareholders  in advance.  T he aforesaid remuneration issues include:

I Remuneration to the directors, supervisors or senior managers of the company;

II Remuneration to the directors, supervisors or senior managers of the company ’ s subsidiaries;

III Remuneration for other services for the management of the company and its subsidiaries; and

IV Compensation to the director or supervisor for his or her dismissal or retirement.

The directors or supervisors shall not file a suit against the company for their due interests except for the situations in the aforesaid contracts.

A rticle 129 The contract between the company and the director or supervisor on the remuneration issues shall prescribe that the director or supervisor is entitled to obtain the compensation or other funding for his or her dismissal or retirement in case of the company ’ s takeover with the prior approval of the shareholders ’  meeting.

T he takeover of the company in the previous paragraph refers to one of the following situations:

I Tender offer to all the shareholders by anyone; or

II Tender offer by anyone that aims to turn the offeror into the controlling shareholder.  T he definition of controlling shareholder is the same as that in Article 48 of the Articles of Association.

I f the relevant director or supervisor doesn ’ t abide by the provisions of this article, any funding he or she receives shall belong to the personnel who have accepted the aforesaid tender offer and sold their shares.  T he director or supervisor shall undertake the fees arising from the proportional distribution of such funding, which shall not be deducted from the funding.

C hapter XV  Financial and Accounting System, Profit Distribution

A rticle 130  The company shall formulate the financial and a ccounting  system in accordance with the laws, administrative rules and the relevant provisions of  China accounting standards stipulated by  the  financial  authorit y of the State Council .

A rticle 131  The company shall  formulate  the financ ial  report  by  the  end  of every fiscal year , which shall be examined and verified according to law.

A rticle 132  The company shall submit the financ ial  report to  the shareholders at every annual general meeting of shareholders  in accordance with the relevant laws, administrative rules and regulatory documents  issued by regional governments and  authorities.

A rticle 133 The company ’ s financial report  shall be placed in  the company  for  the shareholders ’ reference  20 days before the convention of the annual general meeting of shareholders.  E very shareholder is entitled to obtain the financial report mentioned in the chapter.

The company listed in Hong Kong shall at least send the aforesaid report by postpaid mail to every shareholder of foreign capital stocks listed abroad according to the addresses in the register of shareholders.

A rticle 134 The financial statement of the company shall be compiled according to China accounting standards and rules as well as the accounting standards of international or overseas listing place.  I f there is significant  discrepancy   between  the financial statement compiled according the two accounting standards, it shall be marked in the annotation of financial statement.  I n allocating the  after-tax profit  of the relevant fiscal year, the less one of the aforesaid two financial statements shall prevail. 

A rticle 135 The semi-annual performance or financial material announced or disclosed by the company shall be compiled according to China accounting standards and rules as well as the accounting standards of international or overseas listing place.

A rticle 136 The company shall announce two financial reports in every fiscal year, that is, a semi-annual financial report within 60 days after the first 6 months of a fiscal year ends and an annual financial report within 120 days after a fiscal year ends.

A rticle 137  The company shall not establish other account ing  book s  except the prescribed one.

A rticle 138 The capital public reserve includes the following funds:

I The premium gained from the issuance that exceeds the face value of the stocks; and 

II Other income listed as the capital public reserve   as  prescribed  by the  financial  authority of the State Council.

A rticle 139 The company may distribute the stock dividend in the following ways:

I Cash; and

II Stocks.

A rticle 140 The company shall entrust a collection agent for any shareholder of foreign capital stocks listed abroad.  T he collection agent shall collect the dividend paid by the company for foreign capital stocks listed abroad and other payables.

T he collection agent shall conform to the requirements of the laws and the stock exchange of the listing place.

C hapter XVI Engagement of Accounting Firms

A rticle 141 The company shall engage an independent accounting firm that complies with the national regulations to audit its annual financial report and other financial reports.

T he first accounting firm may be engaged by the establishment meeting before the first annual general meeting of shareholders, and its tenure will expire by the end of the first annual general meeting of shareholders.

I f the establishment meeting fails to exert the power prescribed in the previous paragraph, the board of directors shall exercise the power.

A rticle 142 The  term of employment  of an accounting firm shall start from the end of one annual general meeting of shareholders to the end of next general meeting of shareholders.

A rticle 143 The engaged accounting firm has the following rights:

I Checking at any time the accounting books, records or vouchers of the company, and requesting the directors, managers or other senior managers to provide relevant material and explanations;

II Requesting the company to take any reasonable measures to obtain the material and explanations from its subsidies that are necessary for the fulfillment of duties by the accounting firm; and

III Attending the shareholders ’  meeting, obtaining the meeting notices or other information related with the meeting that any shareholder is entitled to obtain, and giving speech at any shareholder ’ s meeting on the issues related with itself as the accounting firm of the company.

A rticle 144 If the position of accounting firm is vacant, the board of directors may entrust an accounting firm to fill that vacancy before the convention of the shareholders ’  meeting.  I f there is other accounting firm in office during the vacancy period, the accounting firm could still perform its duty.

A rticle 145 Regardless of the terms of contract between the accounting firm and the company, the shareholders ’  meeting may, before the expiry of the term of any accounting firm, dismiss it through a common resolution.  I f the relevant accounting firm has the right to claim for dismissal, such right shall not be affected.

A rticle 146 The remuneration of the accounting firm or the method to decide the remuneration shall be decided by the shareholders ’  meeting.  T he  remuneration  of the accounting firm appointed by the board of directors shall be decided by the board of directors.

A rticle 147 The employment, dismissal or rejection of reappointment of the accounting firm shall be decided by the shareholders ’  meeting and submitted to the State Council ’ s securities authority for record.

A rticle 148 The company shall notify the accounting firm in advance on the dismissal or rejection of reappointment, and the accounting firm is entitled to state its opinions to the shareholders ’  meeting.  I f the accounting firm resigns, it shall explain to the shareholders ’  meeting whether the company has any improper act.

C hapter XVII The Company ’ s Merger and Spin-off

A rticle 149 The company ’ s board of directors shall put forward a proposal on the merger or spin-off, and go through the relevant examination and approval procedures according to law upon the passing of the proposal based on the procedures prescribed in the Articles of Association.  A ny shareholder against the proposal of merger or spin-off is entitled to request the company or other shareholders who agree with the proposal to purchase his or her stocks at a fair price.  T he content of resolution on merger or spin-off shall be made into special document for the shareholders ’  reference.  F or shareholders of Hong Kong-listed foreign capital stocks listed abroad, the aforesaid  documents  shall also be delivered by mail.

A rticle 150  The merger of the company may be undertaken by merger or consolidation.

The merger of companies requires the merger contract signed by the relevant parties ,  the balance sheet and inventory  sheet . The company shall notify the creditor within 10 days  since  the  resolut ion  is  made and make  at least three announcements  in   the  n ewspaper within 30 days.

The creditor's right s  and debt  of  all the relevant parties shall   be succeeded by the  going-on-concern  company or the newly-established one  upon the merger .

A rticle 151   In case of  the spin-off  of the company, its assets shall be divided correspondingly. 

In case of  the spin-off  of the company,   the  spin-off  contract  shall be  signed by the relevant parties , and   the  balance sheet and inventory  sheet  shall be formulated. The company shall inform the creditor within 10 days  since  the decision  is  made and make  at least three announcements  in   the  n ewspaper within 30 days.

The debt of the company prior to its  spin-off shall be undertaken by   t he companies  after the spin-off .

A rticle 152   If  the  company ’ s  merger or  spin-off leads to the change of registration issues , it shall  handle  the registration  of change through the  company registration authority  according to law ;  if  the company is dissolved, it shall  handle the  registration  of  cancel lation according to  law ;   if  the new company is established, it shall  handle the  registration  of establishment   according to  law.

C hapter XVIII Liquidation of Dissolution

A rticle 153  The company may be dissolved  and liquidated according to law under one of  the followings  circumstance s: 

I  The expiration of business term; 

II  The  resolut ion of dissolution made by the shareholders’ meeting; 

III  The dissolution is necessary because of the merger or  spin-off  of the company; 

IV The company is declared bankruptcy according to law since it fails to discharge the due debts ;  or

V  The company  is charged to close according to law since it violates the laws and administrative rules .

A rticle 154 If  the company is dissolved  based on  the provisions in Item  I and  Item  II of the previous article , it shall establish a liquidation team within 15 days , whose members shall be  decided by  an ordinary resolution of  the shareholders’ meeting. 

If  the company is dissolved  based on  the provisions in Item  IV of the previous article , the people's court  shall organize the shareholders, relevant authorities and professionals to  establish  a  liquidation team  for the  liquidation  according to the provisions of relevant laws .

If  the company is dissolved  based on  the provisions in Item  V of the previous article ,  the relevant authority shall organize the shareholders, relevant authorities and professionals to  establish  a  liquidation team  for the  liquidation .

A rticle 155 If the board of directors decides to liquidate the company (excluding the liquidation as a result of the company ’ s declared  bankruptcy ), it shall declare in the notice of convening a shareholders ’  meeting that it has made an overall investigation on the company ’ s status, and it holds the company ’ s debts can be fully discharged within 12 months after the liquidation starts.  T he authority of the board of directors shall expire immediately after the resolution of liquidation has been approved by the shareholders ’  meeting.

T he liquidation team shall abide by the directions of the shareholders ’  meeting, report at least once a year to the shareholders ’  meeting the income and expense of the team as well as the progress of the company ’ s businesses and liquidation, and made a final report to the meeting after the liquidation ends.

A rticle 156  The liquidation team shall notify the creditor within 10 days  since  its establishment and make  at least three announcements  within 60 days in the  n ewspaper.   T he liquidation team shall register the creditor ’ s rights.

A rticle 157 T he liquidation team shall perform the follow ing  duties during its liquidation: 

I  Liquidati ng  the company's asset s , formulating the balance sheet and inventory  sheet respectively ; 

II  Notifying  or   mak ing  announcement to  the creditor; 

III Handl ing the unfinished business of the company relat ed with the  liquidation; 

IV Paying off the tax in arrears ; 

V Settling the creditor ’ s rights and debt ; 

VI  Handling the re sidual  assets  of the company  after the  liquidation; and

VII  Participating in the civil  action s  on behalf  of the company .

A rticle 158  The liquidation team shall, after liquidat ing  the company's asset s and  formulat ing the  balance sheet  together with  the inventory  sheet , formulate  the  liquidation plan and submit to the shareholders’ meeting or the  relevant authority  for confirmation.

The company ’ s assets shall be liquidated according to the following order: [liquidation order].

T he residual assets after liquidation according to the previous paragraph shall  be distributed in accordance with the  category and proportion of the  shares held by the shareholders.

T he company  shall not carry out  new business  activities  during  the liquidation.

A rticle 159 In case of the liquidation for the company ’ s dissolution, if  the liquidation team discovers that the company's assets is  inadequate for the repayment of debts  after liquidat ing  the company's assets  and  formulating  the  balance sheet  together with  inventory  sheet , it shall apply to the people's court for bankruptcy  immediately . 

After the company has been  declared  bankruptcy by the people's court, the liquidation team shall transfer the liquidation business to the people's court.

A rticle 160 Upon  the completion of liquidation, the liquidation team shall work out a liquidation report ,   an income and expense  report  and accounting books during the liquidation, which shall be submitted  to the shareholders’ meeting or the  relevant authority  for confirmation  upon examination by a Chinese certified public accountant.  T he liquidation team shall submit the aforesaid documents  to the  company  registration authority  within 30 days since the date of confirmation by the shareholders ’  meeting or the relevant authority  for cancellation  of  the company's registration ,  and  announce the  termination.

C hapter IXX  Revision  Procedures   for  Articles of Association

A rticle 161 The company may revise the Articles of Association according to the provisions of laws, administrative rules and the Articles of Association.

A rticle 162 If the revision of the Articles of Association involves the content of the  “ Essential Clauses  in  A rticles of association  of Companies Listed Abroad ”  (hereinafter shortened as  “ Essential Clauses ” ), it shall take effect upon the approval of the company examination and approval department and the State Council ’ s Securities Commission; if the revision involves the company registration issues, the change of registration shall be handled according to law.

Chapter XX Settlement of Dispute

A rticle 163 In case of the dispute or claim relevant with the company ’ s issues based on the rights and obligations prescribed in the Articles of Association and relevant laws and administrative rules between the shareholders of foreign capital stocks listed abroad and the company, between the shareholders of foreign capital stocks listed abroad and the directors, supervisors, managers or other senior managers, and between the shareholders of foreign capital stocks listed abroad and the shareholders of domestic capital stocks, if the State Council ’ s securities authority fails to reach an understanding or agreement with overseas securities regulatory authorities, the interested parties may settle it according to the method prescribed in the laws and administrative rules or the way agreed by both parties.

C ompanies listed in Hong Kong shall specify the following contents in the Articles of Association:

I In case of the dispute or claim relevant with the company ’ s issues based on the rights and obligations prescribed in the Articles of Association, the Company Law, relevant laws and administrative rules between the shareholders of foreign capital stocks listed abroad and the company, between the shareholders of foreign capital stocks listed abroad and the directors, supervisors, managers or other senior managers, and between the shareholders of foreign capital stocks listed abroad and the shareholders of domestic capital stocks, the interested parties shall submit such dispute or claim for arbitration.

The aforesaid dispute or claim submitted for arbitration shall be the overall dispute or claim; anyone who has cause for the same issue or the one who is required to participate in the settlement of such dispute or claim, if his or her identity is the company, the company ’ s shareholder, director, supervisor, manager or other senior manager, he or she shall obey the arbitration.

T he dispute of the shareholder ’ s definition or the register of shareholders may not be settled by arbitration. 

II The applicant for arbitration may choose China International Economic and Trade Arbitration Commission and its arbitration rules, or Hong Kong International Arbitration Center and its securities arbitration rules.

After the applicant submits the dispute or claim for arbitration, the counterpart shall have the arbitration in the arbitration authority selected by the applicant.

I f the applicant chooses Hong Kong International Arbitration Center for arbitration, any party may request the arbitration be held in Shenzhen according to the  securities  arbitration rules of Hong Kong International Arbitration Center.

III The laws of the People ’ s Republic of China apply to the settlement of the dispute or claim in Item I by arbitration; unless it is otherwise provided by laws and administrative rules.

IV The ruling by the arbitration authority is final and binding to all parties.

C hapter XXI Supplementary Articles

A rticle 164 The contents that shall be specified in the Articles of Association of the Hong Kong-listed companies limited by shares as  prescribed  in the  “ Essential Clauses ”  don ’ t need to be specified in the Articles of Association of the companies limited by shares that are listed in the regions or countries outside Hong Kong.

A rticle 165 For companies listed in Hong Kong, the definition of the accounting firm in the  “ Essential Clauses ”  is the same with the  “ auditor ” .

A rticle 166 The contents in  “ [] ”  in the  “ Essential Clauses ”  may be filled in by the company based on actual conditions; the contents in  “ () ”  shall be listed in the Articles of Association.

Source:  Dep ar t ment  of International Cooperation