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5. Proposal on Requesting the Shareholders’ Meeting to Authorize the Board of Directors to Handle in Full All Specific Matters Related to This Non-public Issuance of A Shares
Document No. 5 of the Second Extraordinary General Meeting of Shareholders in 2015
Proposal on Requesting the Shareholders’ Meeting to Authorize the Board of Directors to Handle in Full All Matters Related to This Non-public Issuance of A Shares
Dear Shareholders:
In accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Measures for the Administration of Securities Issuance by Listed Companies, and other relevant laws, regulations, and the Articles of Association of the Company, the Board of Directors hereby proposes that the Shareholders’ Meeting authorize the Board of Directors to exercise full discretion in handling all specific matters related to this non-public issuance of A-shares, including, but not limited to:
1. Authorize the Board of Directors to formulate and implement the specific plan for this non-public issuance of shares in light of the particular circumstances, including, but not limited to, determining and adjusting the timing of the issuance, the issuance schedule, the subscription procedures, the list of investors to be solicited for price inquiries, the issue price, the number of shares to be issued, the amount of funds to be raised, and the selection of subscribers;
2. Authorize the Board of Directors to amend, supplement, sign, submit, file, and execute all agreements and documents arising in the course of this non-public issuance of shares by the Company, including but not limited to underwriting and sponsorship agreements, the preliminary proposal for the non-public issuance of shares, agreements related to projects funded by the proceeds of the offering, material contracts entered into during the implementation of such projects, and various other announcements or agreements;
3. Authorize the Board of Directors to handle all filing matters related to this non-public issuance of shares, including, but not limited to: applying to the relevant government authorities, regulatory bodies, stock exchanges, and securities registration and clearing institutions for approval, registration, filing, ratification, and consent with respect to this issuance;
4. The Board of Directors is authorized, in accordance with the requirements of the relevant authorities and the actual conditions of the securities market, and within the scope permitted by applicable laws and regulations, to advance the implementation of the investment projects to be funded by the proceeds of this non-public offering using self-raised funds prior to the completion of the offering; furthermore, within the limits of the resolutions passed at the Shareholders’ Meeting, the Board may make appropriate arrangements and adjustments with respect to the investment amounts for such projects, the specific investment plans, and the methods of capital contribution from the raised funds.
5. Authorize the Board of Directors to engage underwriting institutions (lead underwriters) and other intermediary agencies;
6. Authorize the Board of Directors to amend the relevant provisions of the Company’s Articles of Association and to handle the corresponding industrial and commercial registration amendment procedures in accordance with the results of this actual non-public issuance of shares;
7. Authorize the Board of Directors, upon completion of this non-public issuance of shares, to handle all matters related to the registration of the issued shares with the Securities Registration and Clearing Corporation, their listing on the Shenzhen Stock Exchange, and the imposition of share lock-up restrictions.
8. In the event that the securities regulatory authorities issue new regulations on non-public issuance of shares or if market conditions change, except for matters that, pursuant to applicable laws, regulations, and the Articles of Association, must be re-submitted to the Shareholders’ Meeting for approval, the Board of Directors is authorized to make appropriate adjustments to the proposed non-public issuance of shares in accordance with the securities regulatory authorities’ new policies and requirements (including any review feedback on this issuance application) and the prevailing market conditions.
9. Within the scope permitted by laws, regulations, normative documents, and the Company’s Articles of Association, the Board of Directors is authorized to handle other matters related to the filing, issuance, and listing of the non-public offering of shares.
10. This authorization shall be valid for a period of 12 months from the date on which it is approved by the Shareholders’ Meeting.
The above report is submitted for your review.
June 24, 2015
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