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Document No. 8: Report on Amendments to the Rules of Procedure for the Supervisory Board
| Document No. 8 of the 2005 Annual General Meeting |
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Report on the Amendment of the Rules of Procedure for the Supervisory Board Dear Shareholders:In accordance with the new Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Guidelines for the Articles of Association of Listed Companies (Revised in 2006), and the Company’s amended Articles of Association, which have been in effect since January 1, 2006, the Rules of Procedure for the Meeting of the Company’s Supervisory Board are hereby amended as follows: 1. Article 3 is amended to read: “The Supervisory Board shall exercise the following powers: (1) review the periodic reports of the Company prepared by the Board of Directors and submit written audit opinions; (2) examine the financial affairs of the Company; (3) supervise the performance of duties by directors and senior management personnel, and propose their removal if they violate laws, administrative regulations, these Articles of Association, or resolutions of the Shareholders’ Meeting; (4) require directors and senior management personnel to rectify any conduct that harms the interests of the Company; (5) propose the convening of an extraordinary general meeting and, when the Board of Directors fails to perform its statutory duties under the Company Law to convene and preside over such meetings, convene and preside over the meeting itself; (6) submit proposals to the Shareholders’ Meeting; (7) bring lawsuits against directors and senior management personnel in accordance with Article 152 of the Company Law; (8) conduct investigations upon discovering abnormal operating conditions of the Company; and (9) such other powers as are prescribed by laws, regulations, these Articles of Association, or delegated by the Shareholders’ Meeting.” 2. Article 15 of the original regulations stipulated: “When the Supervisory Board votes on resolutions concerning matters listed in Article 3 of these Rules, such resolutions shall be adopted only upon the approval of more than two-thirds of all supervisors.” It is now amended to read: “When the Supervisory Board votes on resolutions concerning matters listed in Article 3 of these Rules, such resolutions shall be adopted only if approved by more than half of all supervisors.” Please review the above report. May 30, 2006 |