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Announcement of Resolutions Adopted at the Seventh Meeting of the Fourth Session of the Board of Directors
The Company and all members of the Board of Directors hereby certify that the contents of this announcement are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.
The Seventh Meeting of the Fourth Session of the Board of Directors of Dalian Refrigeration Co., Ltd. (“the Company”) was held on April 25, 2006, in the Company’s Eighth-Floor Conference Room. Notice of the meeting was duly served in writing on April 14, 2006. Nine directors were scheduled to attend, and all nine directors were present. The meeting was chaired by Mr. Zhang He, Chairman of the Board. The notice and convening of the meeting complied with applicable laws, regulations, rules, and the Company’s Articles of Association. At this meeting, the following resolutions were reviewed and adopted:
I. Report on the Work of the Board of Directors for the Year 2005;
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
II. The Company’s 2005 Annual Financial Settlement and 2006 Annual Financial Budget Report;
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
III. Proposed Profit Distribution Plan for the Year 2005
According to the audit conducted by Dalian Hualian Certified Public Accountants LLP, the Company recorded a net profit after tax of RMB 100.812 million for the year 2005. In accordance with relevant state regulations and the Company’s Articles of Association, RMB 10.081 million was appropriated as the statutory surplus reserve at a rate of 10%, RMB 10.081 million was appropriated as the statutory public welfare fund at a rate of 10%, and RMB 1.690 million was set aside as reserves for consolidated subsidiaries, for a total appropriation of RMB 21.852 million. Consequently, the profit available for distribution to shareholders for the year amounted to RMB 78.960 million. Combined with the undistributed profits at the beginning of the year of RMB 137.283 million, the cumulative profit available for distribution to shareholders totaled RMB 216.243 million.
According to the audit conducted by PwC Zhongtian Certified Public Accountants LLP, the company recorded a net profit of RMB 101.685 million for the year 2005. After making statutory surplus reserve allocations, statutory public welfare fund allocations, and provisions for reserves related to consolidated subsidiaries, the profit available for distribution to shareholders for the year amounted to RMB 79.833 million. Combined with the undistributed profits at the beginning of the year of RMB 107.148 million, the cumulative profit available for distribution to shareholders totaled RMB 186.982 million.
In accordance with the relevant provisions of the Company’s Articles of Association and applying the lower-of-the-two principle, the distributable profits for the current year amount to RMB 186.982 million. Of this amount, RMB 10.081 million is appropriated as discretionary statutory surplus reserve at a rate of 10%, RMB 52.502 million is allocated for dividend distribution, and the remaining RMB 124.399 million is carried forward for distribution in the next fiscal year.
Company’s 2005 Dividend Distribution Plan:
Based on the total share capital of 350,014,975 shares as of the end of 2005, a cash dividend of RMB 1.50 per 10 shares (inclusive of tax) will be distributed; the cash dividend for B shares will be converted into Hong Kong dollars for payment.
The Company will not capitalize its capital reserve to increase share capital this year.
The foregoing contingency plans shall be submitted to the Company’s 2005 Annual General Meeting for approval.
The company’s independent directors have approved the aforementioned dividend distribution plan.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
IV. Report on Amendments to the Company Charter; (Attachment 1)
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
V. Report on Amendments to the Rules of Procedure for the Shareholders’ Meeting; (Attachment 2)
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
VI. Report on Amendments to the Rules of Procedure for Board Meetings and the Corporate Governance Code; (Attachment 3)
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
VII. Report on the Establishment of Special Committees of the Board of Directors;
It is proposed to establish the following two specialized committees of the Board of Directors: the Audit Committee and the Compensation and Performance Evaluation Committee. Their composition and principal responsibilities are as follows:
1. Audit Committee: (5 members)
Convener: Zhang Guile (Independent Director)
Members: Zhang He, Xu Xiaorui, Lü Zhongli (Independent Director), Wang Dong (Independent Director), Zhang Guile (Independent Director)
Main Responsibilities: (1) Propose the engagement or replacement of an external auditing firm; (2) oversee the company’s internal audit system and its implementation; (3) facilitate communication between internal and external auditors; (4) review the company’s financial information and its disclosures; (5) examine the company’s internal control system.
2. Compensation and Assessment Committee: (5 members)
Convener: Wang Dong (Independent Director)
Members: Zhang He, Mu Chuanjiang, Lü Zhongli (Independent Director), Wang Dong (Independent Director), Zhang Guile (Independent Director)
Main Responsibilities: (1) To study the criteria for evaluating directors and senior management, conduct such evaluations, and make recommendations; (2) to study and review the remuneration policies and plans for directors and senior management.
The detailed implementation rules for each specialized committee are set out in Annex 4 and Annex 5.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
VIII. Explanation Regarding the Termination of the Project Involving Dalian Bingshan Investment Co., Ltd.;
At the 2002 Annual General Meeting held on May 28, 2003, the Company reviewed and approved the “Report on the Equity Participation in Dalian Bingshan Investment Co., Ltd.” and resolved to authorize the Company to jointly invest with Dalian Bingshan Rubber & Plastics Co., Ltd. in the establishment of Dalian Bingshan Investment Co., Ltd.
During the specific preparatory phase of this project, numerous factors delayed its completion. In light of the project’s particular circumstances and in alignment with the company’s development plan, the company has decided to terminate the project.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
9. The Company’s 2005 Annual Report;
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
X. The Company’s First-Quarter 2006 Quarterly Report;
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
XI. Report on the Company’s Routine Related-Party Transactions for the Year 2005 and the Estimated Routine Related-Party Transactions for the Year 2006;
On April 14, 2006, the company’s independent directors reviewed this proposal and agreed to submit it for discussion by the Board of Directors.
In 2005, the total amount of routine related-party transactions between the Company and its affiliates amounted to RMB 629.84 million, representing 114.52% of the projected annual amount for 2005. Specifically, purchases from affiliates of complete sets of project-supporting products totaled RMB 443.70 million, or 110.93% of the projected annual amount; and sales to affiliates of supporting components and parts amounted to RMB 186.14 million, or 124.09% of the projected annual amount.
Based on the 2005 routine related-party transactions, the Company expects the total amount of such transactions for the full year 2006 to be approximately RMB 650 million, including approximately RMB 450 million in purchases of complete-system supporting products from related parties and approximately RMB 200 million in sales of supporting components to related parties.
Directors Zhang He and Mu Chuanjiang, as related directors, recused themselves from the deliberation of the aforementioned matters.
Approvals: 7; Opposites: 0; Abstentions: 0.
XII. Report on the Performance of Duties by the Company’s Independent Directors;
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
XIII. Report on Raising the Remuneration Standards for Independent Directors;
It is proposed to increase the annual remuneration for each independent director to RMB 50,000.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
XIV. Matters Relating to the Convening of the 2005 Annual General Meeting of Shareholders.
Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.
Board of Directors, Dalian Refrigeration Co., Ltd.
April 27, 2006
Appendix 1: Report on Amendments to the Company Charter
In accordance with the new Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, and the Guidelines for the Articles of Association of Listed Companies (Revised in 2006), which have been in effect since January 1, 2006, as well as the Company’s actual circumstances, the Articles of Association are hereby amended. The principal amendments are as follows:
1. Article 1.7, “External Investment,” previously stipulated:
“When a company makes investments in other limited liability companies or joint-stock companies, the aggregate amount of such investments shall not exceed 50 percent of the company’s net assets at the time; provided, however, that any increase in the investment resulting from capital contributions made by the investee company out of its retained earnings shall be excluded from this limit.”
It is now deleted.
2. In Article 1.8, “External Guarantees,” the following provision is added: “Any guarantee provided by the Company or its controlled subsidiaries after the aggregate amount of such guarantees reaches or exceeds 50% of the most recent audited net assets shall be subject to approval by the Company’s Shareholders’ Meeting. Any guarantee provided by the Company after the aggregate amount of such guarantees reaches or exceeds 30% of the most recent audited total assets shall also be subject to approval by the Company’s Shareholders’ Meeting.”
3. In Article 3.3, “Types and Composition of Registered Capital,” the phrase “the company’s share structure” is amended to:
Share Class Number of Shares
Renminbi ordinary shares: 235,014,975 shares
“Domestic listed foreign-invested shares: 115,000,000 shares”
4. Article 3.5, “Restrictions on Shareholding,” previously provided: “The provisions of the preceding paragraph shall apply to directors, supervisors, the general manager, and other senior management personnel who are corporate shareholders holding more than 5% of the company’s voting shares.”
It is now amended to read: “The provisions of the preceding paragraph shall apply to the company’s directors, supervisors, general manager, and other senior management personnel.”
5. Article 3.8, “Transfer and Trading of Shares,” previously provided:
“The company’s directors, supervisors, general manager, and other senior management personnel shall, during their tenure, periodically declare to the company the shares of the company they hold, and shall not transfer such shares during their tenure or within six months after leaving office.”
“The shares held by the company’s promoters may not be transferred within three years from the date of the company’s establishment.”
It is now amended to read: “During their tenure, the company’s directors, supervisors, general manager, and other senior management personnel shall regularly report to the company the shares of the company they hold and any changes thereto. During their term of office, the number of shares they may transfer each year shall not exceed 25% of the total number of shares they hold in the company; furthermore, the shares they hold in the company may not be transferred within one year from the date the company’s shares are listed and commence trading. In addition, such persons shall not transfer the shares they hold in the company within six months after leaving their positions.”
“The shares held by the company’s promoters may not be transferred within one year from the date of the company’s establishment.”
6. Article 3.11, “Methods of Capital Increase and Share Expansion,” originally stipulated:
“1. Allotment of new shares to existing shareholders; 2. Issuance of new shares to unspecified investors;”
It is now amended to read: “1. Public issuance of shares; 2. Non-public issuance of shares;”
7. Article 3.14, “Reduction of Registered Capital,” is amended to read as follows: “The Company shall, within ten days from the date on which the resolution to reduce the registered capital is adopted, notify its creditors and, within thirty days, publish a notice in the newspaper specified in Chapter XIV of these Articles of Association. Creditors who receive the notice shall, within thirty days from the date of receipt, or, if they have not received the notice, within forty-five days from the date of publication of the notice, have the right to demand that the Company repay their debts or provide appropriate security for such repayment.”
8. Article 3.15, “Share Repurchase,” previously provided: “3. In accordance with the provisions of Article 3.5; or 4. Other circumstances permitted by applicable laws and administrative regulations.”
It is now amended to read: “3. To grant share awards to the Company’s employees; 4. Where a shareholder, dissenting from a resolution of the shareholders’ meeting on the merger or division of the Company, requests that the Company acquire its shares.”
9. Article 3.16, “Cancellation of Repurchased Shares,” previously provided:
“Upon lawful repurchase of shares by the Company, such shares shall be cancelled within ten days from the date of acquisition, and the Company shall apply to the company registration authority for registration of the amendment to the registered capital and make public announcements in accordance with the law and the provisions of these Articles of Association.”
Now amended to: “Article 3.16 Treatment of Repurchased Shares”
Upon the Company’s repurchase of its own shares in accordance with Article 3.15, if the repurchase falls under paragraph (1), such shares shall be cancelled within ten days from the date of repurchase; if the repurchase falls under paragraphs (2) or (4), such shares shall be transferred or cancelled within six months.
“The Company may not acquire more than 5% of its total outstanding shares pursuant to Paragraph (3) of Article 3.15; the funds used for such acquisitions shall be drawn from the Company’s after-tax profits; and the acquired shares shall be transferred to employees within one year.”
10. Add the following provision to Article 4.2, “Shareholders’ Rights”:
“If the procedures for convening shareholders’ meetings and board meetings, or the voting methods employed, violate laws, administrative regulations, or these Articles of Association, or if the content of any resolution violates these Articles of Association, shareholders shall have the right, within 60 days from the date the resolution is adopted, to petition the People’s Court for its annulment.”
If directors or senior management personnel, in the course of performing their corporate duties, violate laws, administrative regulations, or the provisions of these Articles of Association and thereby cause losses to the Company, any shareholder who, for a continuous period of more than 180 days, holds individually or collectively more than 1% of the Company’s shares shall have the right to submit a written request to the Supervisory Board to bring an action before the People’s Court. If the Supervisory Board, in the course of performing its corporate duties, violates laws, administrative regulations, or the provisions of these Articles of Association and thereby causes losses to the Company, shareholders may submit a written request to the Board of Directors to bring an action before the People’s Court.
If the Supervisory Board or the Board of Directors, upon receipt of the written request from a shareholder as provided in the preceding paragraph, refuses to bring an action, fails to bring such action within 30 days from the date of receipt of the request, or if the circumstances are urgent and failure to bring the action immediately would result in irreparable harm to the company’s interests, the shareholder referred to in the preceding paragraph shall have the right, in the company’s interest and in its own name, to file an action directly with the People’s Court.
Where a third party infringes upon the company’s lawful rights and interests, causing damage to the company, any shareholder who, for a continuous period of more than 180 days, holds individually or collectively more than 1% of the company’s shares may bring an action in the People’s Court in accordance with the provisions of the preceding two paragraphs.
“If directors or senior management personnel violate laws, administrative regulations, or the provisions of these Articles of Association and thereby harm the interests of shareholders, shareholders may bring an action before the People’s Court.”
11. The following content is added to Article 5.2, “Annual and Extraordinary Meetings”:
“The shareholders’ meeting shall be held in person at a designated venue. Where, in accordance with applicable regulations, an online voting or participation option is required, the Company shall promptly make such option available. Shareholders who participate in the shareholders’ meeting through any of the aforementioned methods shall be deemed to be present. The in-person session of the shareholders’ meeting shall not conclude before the online session. The shareholders’ meeting shall be held at the Company’s registered office.”
12. In Article 5.4, “Extraordinary General Meeting,” the procedures for the Supervisory Board and shareholders to request the convening of an extraordinary general meeting, as originally stipulated, are hereby amended to:
With respect to a proposal by an independent director to convene an extraordinary general meeting, the Board of Directors shall, in accordance with applicable laws, administrative regulations, and these Articles of Association, provide written feedback within 10 days of receipt of the proposal as to whether it consents to or rejects the convening of such an extraordinary general meeting. If the Board of Directors approves the convening of the extraordinary general meeting, it shall issue a notice of the meeting within five days after adopting the relevant board resolution; if the Board of Directors disapproves the convening of the extraordinary general meeting, it shall state the reasons therefor and make a public announcement.
Upon receipt of a proposal from the Supervisory Board requesting the convening of an extraordinary general meeting, the Board of Directors shall, in accordance with applicable laws, administrative regulations, and these Articles of Association, provide a written response—either approving or rejecting the proposal—within ten days of receipt. If the Board of Directors approves the convening of the extraordinary general meeting, it shall issue a notice of the meeting within five days after adopting the relevant board resolution; any amendments to the original proposal contained in such notice must be approved by the Supervisory Board. If the Board of Directors rejects the convening of the extraordinary general meeting, or fails to provide a response within ten days of receipt of the proposal, such failure shall be deemed as the Board’s inability or refusal to fulfill its duty to convene the general meeting, in which case the Supervisory Board may independently convene and preside over the meeting.
With respect to a proposal by a shareholder or shareholders who, individually or collectively, hold more than 10% of the Company’s shares to convene an extraordinary general meeting, the Board of Directors shall, in accordance with laws, administrative regulations, and these Articles of Association, provide a written response—either approving or rejecting the convening of such an extraordinary general meeting—within ten days of receipt of the request. If the Board approves the convening of an extraordinary general meeting, it shall issue a notice of the meeting within five days after adopting the relevant board resolution; any amendment to the original request contained in such notice shall be subject to the consent of the relevant shareholder(s). If the Board does not approve the convening of an extraordinary general meeting, or fails to provide a response within ten days of receiving the request, the shareholder or shareholders who, individually or collectively, hold more than 10% of the Company’s shares shall have the right to propose to the Supervisory Committee that an extraordinary general meeting be convened, and shall submit such a request in writing to the Supervisory Committee. If the Supervisory Committee approves the convening of an extraordinary general meeting, it shall issue a notice of the meeting within five days of receipt of the request; any amendment to the original proposal contained in such notice shall be subject to the consent of the relevant shareholder(s). If the Supervisory Committee fails to issue the notice of the general meeting within the prescribed time limit, it shall be deemed to have declined to convene and preside over the general meeting, in which case shareholders who, individually or collectively, hold more than 10% of the Company’s shares for a continuous period of at least ninety days may themselves convene and preside over the meeting.
Where the Supervisory Board or the shareholders decide to convene a general meeting of shareholders on their own, they shall notify the board of directors in writing and simultaneously file a record with the local branch of the China Securities Regulatory Commission and the stock exchange where the company is domiciled. Prior to the announcement of the resolution of the general meeting, the aggregate shareholding proportion of the convening shareholders shall not be less than 10%. Upon issuing the notice of the general meeting and the announcement of its resolution, the convening shareholders shall submit the relevant supporting documents to the local branch of the China Securities Regulatory Commission and the stock exchange where the company is domiciled.
The Board of Directors and the Company Secretary shall cooperate with any general meeting convened by the Supervisory Board or by shareholders on their own initiative. The Board of Directors shall provide the register of shareholders as of the record date. The expenses necessary for such a meeting shall be borne by the Company.
13. Article 5.5, “Powers of the Shareholders’ Meeting,” previously provided: “14. To deliberate proposals submitted by shareholders representing more than five percent of the total number of outstanding voting shares of the Company;”
It is now amended to read: “14. To consider proposals submitted by shareholders who hold more than three percent of the company’s outstanding voting shares;”
The following items are additionally added: “15. To review and approve matters relating to guarantees as stipulated in Article 1.8 of these Articles of Association; 16. To review matters concerning the Company’s acquisition or disposal of material assets within a single year that exceed 30% of the Company’s total audited assets as of the most recent period; 17. To review and approve any changes in the intended use of funds raised; 18. To review and approve the equity incentive plan.”
14. Article 5.6, “Convening of the Shareholders’ Meeting,” formerly provided: “The shareholders’ meeting shall be convened by the Board of Directors. The Board of Directors shall notify the company’s shareholders at least thirty days prior to the holding of the meeting.”
If, for special reasons, the company must postpone the convening of the shareholders’ meeting, it shall issue a notice of postponement at least five business days prior to the originally scheduled date of the meeting.
It is now amended to read: “When convening an annual general meeting of shareholders, the convener shall notify each shareholder twenty days prior to the meeting; when convening an extraordinary general meeting of shareholders, the convener shall notify each shareholder fifteen days prior to the meeting.”
If, for special reasons, the company must postpone the convening of the shareholders’ meeting, it shall issue a notice of postponement at least two business days prior to the originally scheduled date of the meeting.
15. Article 5.7, “Presiding over the Shareholders’ Meeting,” is amended to read as follows: “The shareholders’ meeting shall be presided over by the Chairman of the Board. If the Chairman is unable or unwilling to perform his duties, the Vice Chairman shall preside; if the Vice Chairman is unable or unwilling to perform his duties, a director nominated by a majority of the directors shall preside. In the case of a shareholders’ meeting convened by the Supervisory Committee, the meeting shall be presided over by the Chairperson of the Supervisory Committee. If the Chairperson is unable or unwilling to perform his duties, a supervisor nominated by a majority of the supervisors shall preside. In the case of a shareholders’ meeting convened by the shareholders themselves, a representative nominated by the convener shall preside. During the convening of a shareholders’ meeting, if the chairperson violates the rules of procedure in such a way that the meeting cannot continue, the meeting may, with the consent of a majority of the voting shareholders present at the meeting, elect a person to serve as the chairperson and resume the meeting.”
16. Add the following provision to Article 5.12, “Voting Procedures”:
“Shares held by the company in itself carry no voting rights and are not entitled to profit distributions.”
The same voting right may be exercised only by one of the two methods: in-person voting or online voting. In the event of duplicate votes cast for the same voting right, the result of the first vote shall prevail.
17. Article 5.13, “Election of Directors and Supervisors,” previously provided: “Shareholders holding more than ten percent of the company’s total voting shares shall have the right to submit a list of candidates for directors and supervisors.”
It is now amended to read: “Shareholders holding more than three percent of the company’s total voting shares shall have the right to submit a list of candidates for directors and supervisors.”
18. Add the following provisions to Article 5.15, “Voting on Special Resolutions”: “6. Where the Company, within a single year, purchases or sells material assets, or provides guarantees in an amount exceeding 30% of the Company’s most recent audited total assets; 7. Equity incentive plans.”
19. Article 5.17, “Motions Proposed by Shareholders,” previously provided: “Shareholders who individually or collectively hold more than five percent of the company’s total voting shares may submit motions for consideration by the General Meeting of Shareholders.”
It is now amended to read: “Shareholders who, individually or collectively, hold more than three percent of the company’s total voting shares may submit proposals for consideration by the shareholders’ meeting.”
20. In Article 6.7, “Special Meetings,” the following has been added: “6. When proposed by shareholders representing more than one-tenth of the voting rights.”
21. Article 6.12, “Board Voting,” is amended to read: “Board meetings shall adopt a one-person-one-vote voting system. Resolutions of the Board must be approved by a majority of all directors.”
Directors who have a related-party relationship with the company that is the subject of a resolution at a board meeting shall not vote on such resolution, nor may they act as proxies for other directors to exercise voting rights. Such a board meeting may be held provided that a majority of the directors who are not related parties are present, and any resolutions passed at the meeting must be approved by a majority of the independent directors. If fewer than three independent directors are present at the board meeting, the matter shall be submitted to the shareholders’ meeting for consideration.
22. Article 7.4, “Powers and Functions of the Supervisory Board,” is amended to read:
“1. Shall review the company’s periodic reports prepared by the Board of Directors and submit written review opinions; 2. Conduct audits of the company’s finances; 3. Supervise the performance of duties by directors and senior management, and propose the removal of any director or senior manager who violates laws, administrative regulations, these Articles of Association, or resolutions of the Shareholders’ Meeting; 4. When the conduct of directors or senior managers harms the interests of the company, require such persons to rectify the situation; 5. Propose the convening of an extraordinary general meeting and, in the event that the Board of Directors fails to perform its statutory duties under the Company Law to convene and preside over the general meeting, convene and preside over the meeting itself; 6. Submit proposals to the Shareholders’ Meeting; 7. Initiate legal proceedings against directors and senior managers in accordance with Article 152 of the Company Law; 8. If abnormal operating conditions are detected, may conduct investigations; 9. Such other powers as are prescribed by laws, regulations, these Articles of Association, or delegated by the Shareholders’ Meeting.”
23. Article 7.8, “Resolutions of the Supervisory Board,” previously stipulated: “A resolution of the Supervisory Board shall be adopted only if it is approved by a majority of more than two-thirds of the supervisors present.”
It is now amended to read: “Resolutions of the Supervisory Board shall be adopted only upon the approval of more than half of the supervisors voting.”
24. Add the following provision to Article 8.2, “Appointment”: “Individuals who hold positions other than that of director in the units of the company’s controlling shareholder or actual controller shall not serve as the company’s senior management personnel.”
25. Article 10.12, “Appointment of the Accounting Firm,” previously provided: “If a vacancy arises in the position of the accounting firm, the Board of Directors may, prior to the convening of the General Meeting of Shareholders, appoint an accounting firm to fill such vacancy; however, such appointment must be subsequently ratified at the General Meeting of Shareholders.”
It is now amended to read: “The Board of Directors shall not appoint an accounting firm prior to a resolution being passed by the Shareholders’ Meeting.”
26. Article 11.2, “Distribution of After-Tax Profits,” formerly provided: “3. Appropriation of 5% to 10% for the statutory public welfare fund;”
It is now deleted.
27. Article 12.2, “Corporate Mergers,” is amended to read as follows: “The Company shall, within ten days from the date on which the resolution for merger is adopted, notify its creditors and, within thirty days, publish a notice in the newspaper specified in Chapter XIV of these Articles of Association. Creditors who receive the notice shall, within thirty days from the date of receipt, or, if they have not received the notice, within forty-five days from the date of publication of the notice, have the right to demand that the Company repay their debts or provide appropriate security.”
28. Article 12.3, “Corporate Split,” is amended to read as follows: “The Company shall, within ten days from the date on which the resolution for the corporate split is adopted, notify its creditors and, within thirty days, publish a public announcement in the newspaper specified in Chapter 14 of these Articles of Association. Creditors who receive the notice shall, within thirty days from the date of receipt, or, if they have not received the notice, within forty-five days from the date of the public announcement, have the right to demand that the Company repay their debts or provide appropriate security.”
29. Article 13.4, “Notice of Liquidation and Claims Filing,” is amended to read as follows: “Upon the establishment of the company’s liquidation committee, it shall notify creditors within ten days and publish a public notice in accordance with the provisions of Chapter 14 of these Articles of Association within sixty days. Creditors shall file their claims with the liquidation committee within thirty days from the date of receipt of the notice; for those who have not received the notice, the deadline shall be forty-five days from the date of publication of the notice.”
30. As the share structure reform of the Company has been completed, the relevant provisions in the Articles of Association regarding separate voting by public shareholders are no longer applicable and are hereby deleted.
Appendix 2: Report on Amendments to the Rules of Procedure for the Shareholders’ Meeting
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 following amendments are hereby made to the Rules of Procedure for the General Meeting of Shareholders:
1. Article 3 previously provided: “(14) To review proposals submitted by shareholders holding more than five percent of the total number of outstanding voting shares of the Company;”
It is now amended to read: “(14) To review proposals submitted by shareholders who hold more than three percent of the total number of outstanding voting shares of the Company;”
In addition, the following items are added: “(15) To review and approve matters related to guarantees as stipulated in Article 1.8 of the Company Charter; (16) To review matters concerning the Company’s acquisition or disposal of material assets within one year that exceed 30% of the Company’s total audited assets as of the most recent period; (17) To review and approve any changes to the intended use of raised funds; (18) To review and approve the equity incentive plan.”
2. Add the following provision to Article 4: “The shareholders’ meeting shall be held in person at a designated venue. Where, in accordance with applicable regulations, an online voting or participation option is required, the Company shall promptly provide such option. Shareholders who participate in the shareholders’ meeting through any of the aforementioned methods shall be deemed to be present. The in-person session of the shareholders’ meeting shall not conclude before the online session. The shareholders’ meeting shall be held at the Company’s registered office.”
3. Article 6 is amended as follows: “Where the Supervisory Board or the shareholders decide to convene a general meeting of shareholders on their own, they shall notify the Board of Directors in writing and simultaneously file a record with the local branch of the China Securities Regulatory Commission and the stock exchange where the company is located. Prior to the announcement of the resolution of the general meeting, the aggregate shareholding proportion of the convening shareholders shall not be less than 10%. The convening shareholders shall, upon issuance of the notice of the general meeting and upon announcement of the resolution of the general meeting, submit the relevant supporting documents to the local branch of the China Securities Regulatory Commission and the stock exchange where the company is located.”
4. Article 7 is amended to read: “The Board of Directors and the Company Secretary shall cooperate with shareholders’ meetings convened by the Supervisory Board or by shareholders on their own initiative. The Board of Directors shall provide the register of shareholders as of the record date. The expenses necessary for such shareholders’ meetings convened by the Supervisory Board or by shareholders on their own initiative shall be borne by the Company.”
5. Article 8 previously provided: “The board of directors shall notify the company’s shareholders at least thirty days prior to the holding of a meeting.”
It is now amended to read: “When convening an annual general meeting of shareholders, the convener shall notify each shareholder twenty days prior to the meeting; when convening an extraordinary general meeting of shareholders, the convener shall notify each shareholder fifteen days prior to the meeting.”
6. Article 12 previously provided: “If a company must postpone the convening of a general meeting of shareholders for special reasons, it shall issue a notice of postponement at least five business days prior to the originally scheduled date of the meeting.”
It is now amended to read: “If the Company must postpone the convening of the General Meeting of Shareholders for special reasons, it shall issue a notice of postponement at least two business days prior to the originally scheduled date of the General Meeting.”
7. Articles 13 through 16 are amended as follows:
Article 13: With respect to a proposal by an independent director to convene an extraordinary general meeting of shareholders, the board of directors shall, in accordance with laws, administrative regulations, and the company’s articles of association, provide a written response—either approving or rejecting the convening of such an extraordinary general meeting—within ten days of receipt of the proposal. If the board approves the convening of the extraordinary general meeting, it shall issue a notice of the meeting within five days after adopting the relevant board resolution; if the board rejects the convening of the extraordinary general meeting, it shall state the reasons therefor and make a public announcement.
Article 14. With respect to a proposal by the Supervisory Board to convene an extraordinary general meeting of shareholders, the Board of Directors shall, in accordance with laws, administrative regulations, and the Articles of Association, provide a written response—either approving or rejecting the convening of such an extraordinary general meeting—within ten days of receipt of the proposal. If the Board of Directors approves the convening of the extraordinary general meeting, it shall issue a notice of the meeting within five days after adopting the relevant board resolution; any amendments to the original proposal contained in such notice shall be subject to the prior approval of the Supervisory Board. If the Board of Directors does not approve the convening of the extraordinary general meeting, or fails to provide a response within ten days of receiving the proposal, such failure shall be deemed as the Board’s inability or refusal to perform its duty to convene the general meeting, in which case the Supervisory Board may convene and preside over the meeting on its own.
Article 15: With respect to a proposal by a shareholder or shareholders who, individually or collectively, hold more than 10% of the company’s shares to convene an extraordinary general meeting, the board of directors shall, in accordance with laws, administrative regulations, and the company’s articles of association, provide a written response—either approving or rejecting the convening of such an extraordinary general meeting—within ten days of receipt of the request. If the board of directors approves the convening of an extraordinary general meeting, it shall issue a notice of the meeting within five days after adopting the relevant board resolution; any amendment to the original request contained in the notice shall be subject to the consent of the relevant shareholder(s). If the board of directors rejects the convening of an extraordinary general meeting, or fails to provide a response within ten days of receiving the request, the shareholder or shareholders who, individually or collectively, hold more than 10% of the company’s shares shall have the right to propose to the supervisory board that an extraordinary general meeting be convened, and shall submit such a request in writing to the supervisory board.
Article 16: If the Board of Supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of the meeting within five days of receiving the request; any amendments to the original proposal contained in the notice must obtain the consent of the relevant shareholders. If the Board of Supervisors fails to issue the notice within the prescribed time limit, it shall be deemed not to have convened or presided over the general meeting, and shareholders who, individually or collectively, hold more than 10% of the company’s shares for a continuous period of at least 90 days may convene and preside over the meeting on their own.
8. Article 20 of the original regulations stipulated: “At the annual general meeting, any shareholder who individually or collectively holds more than five percent of the company’s total voting shares, or the board of supervisors, may submit ad hoc proposals.”
It is now amended to read: “At the annual general meeting, any shareholder who individually or collectively holds more than three percent of the company’s total voting shares, or the board of supervisors, may submit a special proposal.”
9. Article 29 of the original regulations stipulated: “Outside the period of regular meetings, if the Board of Directors, for legitimate reasons, dismisses an accounting firm, it may temporarily engage another accounting firm; however, such appointment must be ratified at the next shareholders’ meeting.”
It is now amended to read: “The Board of Directors shall not appoint an accounting firm prior to a resolution being passed by the Shareholders’ Meeting.”
10. Article 30 of the original regulations stipulated: “Shareholders holding more than ten percent of the company’s total voting shares shall have the right to submit a list of candidates for directors and supervisors.”
It is now amended to read: “Shareholders holding more than three percent of the company’s total voting shares shall have the right to submit a list of candidates for directors and supervisors.”
11. Articles 40 through 42 are amended as follows:
Article 40 The shareholders’ meeting shall be chaired by the chairman of the board. If the chairman is unable or unwilling to perform his duties, the vice chairman shall chair the meeting; if the vice chairman is unable or unwilling to perform his duties, a director nominated by a majority of the directors shall chair the meeting.
Article 41. At a general meeting of shareholders convened by the board of supervisors on its own initiative, the chairperson of the board of supervisors shall preside. If the chairperson is unable or unwilling to perform his or her duties, a supervisor jointly nominated by more than half of the supervisors shall preside. At a general meeting of shareholders convened by the shareholders themselves, a representative nominated by the convener shall preside.
Article 42: If, during the convening of a general meeting of shareholders, the chairperson of the meeting violates the rules of procedure in such a way that the meeting cannot continue, the general meeting may, with the consent of more than half of the voting shareholders present at the meeting, elect one person to serve as the chairperson and resume the meeting.
12. Add the following provision to Article 52: “Shares of the Company held by the Company shall carry no voting rights.”
13. Add the following provisions to Article 63: “(6) Where the Company, within a single year, purchases or sells significant assets, or provides guarantees with a total amount exceeding 30% of the Company’s most recent audited total assets; (7) Equity incentive plans.”
Appendix 3: Report on Amendments to the Rules of Procedure for Board Meetings and Governance Guidelines
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 following amendments are hereby made to the Rules of Procedure for the Board of Directors and the Corporate Governance Guidelines:
1. Add the following provision to Article 8: “(6) When proposed by shareholders representing more than one-tenth of the voting rights.”
2. Article 12 previously provided: “Board meetings shall be convened by the Chairman of the Board. Written notice of each meeting shall be given to all directors at least ten days prior to the date of the meeting. In the case of an extraordinary board meeting, written notice shall be given to all directors at least five days prior to the date of the meeting.”
It is now amended to read: “Board meetings shall be convened by the Chairman of the Board. Written notice of each meeting shall be given to all directors and supervisors at least ten days prior to the date of the meeting. In the case of an extraordinary board meeting, written notice shall be given to all directors and supervisors at least five days prior to the date of the meeting.”
3. Article 17 previously provided: “(11) Proposals submitted by shareholders who hold more than five percent of the company’s outstanding voting shares;”
It is now amended to read: “(11) Proposals submitted by shareholders holding more than three percent of the company’s outstanding voting shares;”
4. Article 23 is amended as follows: “Directors who have a related-party relationship with the enterprise involved in a matter subject to a resolution at a board meeting shall not exercise their voting rights on such resolution, nor shall they act as proxies for other directors in exercising their voting rights. Such a board meeting may be held provided that more than half of the directors who have no related-party relationship are present, and any resolution adopted at the meeting must be approved by a majority of the directors who have no related-party relationship. If the number of independent directors present at the board meeting is fewer than three, the matter shall be submitted to the shareholders’ meeting for deliberation.”
5. Article 29 previously provided: “When the Board of Directors votes on resolutions concerning matters listed in Article 6.8 of Chapter VI of the Articles of Association, items (vi), (vii), and (x) shall require the approval of two-thirds of all directors, while all other matters must be approved by a majority of all directors to be adopted.”
It is now amended to read: “Resolutions of the Board of Directors shall be adopted by a majority of all directors.”
Appendix 4: Detailed Implementation Rules for the Audit Committee of the Board of Directors
Chapter 1 General Provisions
Article 1 In order to strengthen the decision-making function of the Board of Directors, implement ex-ante and professional auditing, ensure effective oversight by the Board over the management team, and improve the corporate governance structure, the Company hereby establishes the Audit Committee of the Board of Directors and formulates these Implementing Rules in accordance with the Company Law of the People’s Republic of China, the Corporate Governance Code for Listed Companies, the Articles of Association, and other relevant provisions.
Article 2 The Audit Committee of the Board of Directors is a specialized working body established by the Board in accordance with the resolution of the Shareholders’ Meeting, primarily responsible for the communication, supervision, and verification of both internal and external audits of the Company.
Chapter 2: Personnel Composition
Article 3 The Audit Committee shall be composed of five directors, with independent directors constituting a majority; at least one of the committee members who is an independent director shall be a professional accountant.
Article 4: Members of the Audit Committee shall be nominated by the Chairman, by more than one-half of the independent directors, or by one-third of all directors, and shall be elected by the Board of Directors.
Article 5 The Audit Committee shall have a Chairperson, who shall be an independent director and shall be responsible for presiding over the Committee’s work; the Chairperson shall be elected from among the members of the Committee and shall be appointed upon approval by the Board of Directors.
Article 6 The term of office of the Audit Committee shall be aligned with that of the Board of Directors. Members may be re-elected for successive terms upon the expiration of their current terms. If, during the term, any member ceases to serve as a director of the Company, such member shall automatically lose his or her membership, and the Committee shall, in accordance with Articles 3 through 5 above, fill the resulting vacancy to restore the Committee to its full complement.
Article 7 The Audit Committee shall establish an Audit Working Group. The Audit Working Group shall be based in the Company’s Audit Department and shall be responsible for day-to-day liaison and the organization of meetings, among other duties.
Chapter 3: Duties and Authorities
Article 8: The principal duties and authorities of the Audit Committee are as follows:
(1) Proposing the engagement or replacement of an external auditing firm;
(2) Supervise the company’s internal audit system and its implementation;
(3) Responsible for communication between internal and external auditors;
(4) Review the company’s financial information and its disclosures;
(5) Review the company’s internal control system and audit significant related-party transactions;
(6) Other matters as authorized by the Company’s Board of Directors.
Article 9 The Audit Committee shall be accountable to the Board of Directors, and its proposals shall be submitted to the Board for deliberation and decision. The Audit Committee shall cooperate with the Supervisory Board in its supervisory audit activities.
Chapter 4: Decision-Making Procedures
Article 10 The Audit Working Group shall be responsible for conducting the preparatory work for the Audit Committee’s decision-making and for providing written materials pertaining to relevant aspects of the Company:
(1) The company’s relevant financial reports;
(2) Work reports of internal and external audit institutions;
(3) External audit contracts and related work reports;
(4) The Company’s disclosure of information to external parties;
(5) Audit report on the company’s significant related-party transactions;
(6) Other relevant matters.
Article 11 The Audit Committee shall review the reports submitted by the Audit Task Force at its meetings and submit the relevant written resolution documents to the Board of Directors for consideration.
(1) Evaluation of the work of external audit firms, as well as the engagement and replacement of such firms;
(2) Whether the company’s internal audit system has been effectively implemented and whether the company’s financial reports are comprehensive and accurate;
(3) Whether the company’s externally disclosed financial reports and other information are objective and truthful, and whether the company’s significant related-party transactions comply with applicable laws and regulations;
(4) Performance evaluations of the company’s finance and audit departments, including their respective heads;
(5) Other relevant matters.
Chapter 5 Rules of Procedure
Article 12. Meetings of the Audit Committee shall be classified as regular meetings and ad hoc meetings. Regular meetings shall be held at least four times a year, once each quarter, while ad hoc meetings may be convened upon the proposal of any member of the Audit Committee. All members shall be notified seven days prior to the convening of a meeting, which shall be chaired by the convener; if the convener is unable to attend, he or she may delegate another independent director member to preside.
Article 13: A meeting of the Audit Committee shall be held only if more than two-thirds of its members are present; each member shall have one vote; and any resolution adopted at the meeting must be approved by a majority of all members.
Article 14: Voting at Audit Committee meetings shall be conducted by a show of hands or by ballot; ad hoc meetings may be convened through written voting.
Article 15: Members of the Audit Working Group may attend meetings of the Audit Committee, and, when necessary, directors, supervisors, and other senior management personnel of the company may also be invited to attend such meetings.
Article 16. If necessary, the Audit Committee may engage an intermediary agency to provide professional advice for its decision-making, with the costs borne by the Company.
Article 17 The procedures for convening Audit Committee meetings, the voting methods, and the resolutions adopted at such meetings shall comply with the relevant laws, regulations, the Company’s Articles of Association, and the provisions of these Measures.
Article 18: Meetings of the Audit Committee shall be recorded, and all members in attendance shall sign the minutes; the minutes shall be kept by the Company’s Board Secretary.
Article 19: Proposals adopted at Audit Committee meetings and the results of voting thereon shall be submitted in writing to the Company’s Board of Directors.
Article 20: All members attending the meeting shall be bound by a duty of confidentiality with respect to the matters deliberated at the meeting and may not, on their own initiative, disclose any related information.
Chapter VI Supplementary Provisions
Article 21 These Implementing Rules shall be put into trial implementation from the date on which they are approved by resolution of the Board of Directors.
Article 22: Matters not covered in these Implementing Rules shall be governed by applicable national laws, regulations, and the Company’s Articles of Association; if these Rules conflict with any laws or regulations subsequently promulgated by the State or with the Company’s Articles of Association as amended through lawful procedures, the provisions of such laws, regulations, and the amended Articles of Association shall prevail, and these Rules shall be promptly revised and submitted to the Board of Directors for review and approval.
Article 23 The power to interpret these Detailed Rules shall vest in the Company’s Board of Directors.
Appendix 5: Detailed Implementation Rules of the Board of Directors’ Compensation and Assessment Committee
Chapter 1 General Provisions
Article 1 In order to further establish and improve the performance appraisal and remuneration management system for the Company’s directors (non-independent directors) and senior management personnel (hereinafter referred to as “senior management”), and to enhance the corporate governance structure, in accordance with the Company Law of the People’s Republic of China, the Corporate Governance Code for Listed Companies, the Articles of Association of the Company, and other relevant provisions, the Company hereby establishes the Remuneration and Performance Evaluation Committee of the Board of Directors and formulates these Detailed Implementation Rules.
Article 2 The Remuneration and Assessment Committee is a specialized working body established by the Board of Directors in accordance with the resolution of the Shareholders’ Meeting. Its primary responsibilities include formulating assessment criteria for the Company’s directors and senior management and conducting their performance evaluations; as well as formulating and reviewing the remuneration policies and plans for the Company’s directors and senior management, and reporting to the Board of Directors.
Article 3: For the purposes of these Detailed Rules, “directors” refer to the chairman and vice chairmen, as well as other directors, who receive remuneration from the company; “senior management personnel” refer to the general manager, deputy general managers, board secretary, chief financial officer, and other senior management personnel designated by the board of directors upon the recommendation of the general manager.
Chapter 2: Personnel Composition
Article 4 The Remuneration and Assessment Committee shall be composed of five directors, with independent directors constituting a majority.
Article 5 The members of the Remuneration and Assessment Committee shall be nominated by the Chairman, by more than one-half of the independent directors, or by one-third of all directors, and shall be elected by the Board of Directors.
Article 6 The Remuneration and Assessment Committee shall have a Chairperson, who shall be an independent director and shall be responsible for presiding over the Committee’s work; the Chairperson shall be elected from among the Committee members and shall be appointed upon approval by the Board of Directors.
Article 7 The term of office of the Compensation and Assessment Committee shall be concurrent with that of the Board of Directors. Members may be re-elected for successive terms upon the expiration of their current terms. If, during the term, any member ceases to serve as a director of the Company, such member shall automatically lose his or her membership, and the Committee shall, in accordance with Articles 4 through 6 above, fill the resulting vacancy by appointing a replacement.
Article 8 The Remuneration and Assessment Committee shall establish a working group. The working group shall be based in the Company’s Human Resources and Compensation Department, with the specific responsibilities of providing the Company with business-related information and relevant personnel records of those subject to assessment, as well as preparing for meetings of the Remuneration and Assessment Committee and implementing the Committee’s resolutions.
Chapter 3: Duties and Authorities
Article 9: The principal duties and authorities of the Compensation and Assessment Committee are as follows:
(1) Formulate a compensation plan or scheme based on the primary scope of responsibilities, duties, and significance of director and senior management positions, as well as the compensation levels for other relevant positions within the enterprise.
(2) The compensation plan or scheme shall primarily include, but not be limited to, performance evaluation criteria, procedures and key evaluation systems, as well as the principal reward and penalty schemes and policies;
(3) Review the performance of the company’s directors (non-independent directors) and senior management in the discharge of their duties, and conduct annual performance evaluations of them;
(4) Responsible for overseeing the implementation of the company’s compensation system;
(5) Other matters authorized by the Board of Directors.
Article 10 The Board of Directors shall have the authority to veto any remuneration plan or scheme that is detrimental to the interests of shareholders.
Article 11: The remuneration plan for the Company’s directors proposed by the Remuneration and Assessment Committee shall be submitted to the Board of Directors for approval and, upon such approval, shall be submitted to the Shareholders’ Meeting for review and approval before it may be implemented; the remuneration allocation plan for the Company’s senior management shall be submitted to the Board of Directors for approval.
Chapter 4: Decision-Making Procedures
Article 12. The working groups established under the Compensation and Assessment Committee shall be responsible for conducting the preparatory work for the Committee’s decision-making and for providing relevant company information:
(1) Provide the company’s key financial metrics and the status of achievement of its operational targets;
(2) The scope of responsibilities and principal duties of the company’s senior management personnel;
(3) Provide the completion status of the performance evaluation indicators related to the positions of directors and senior management personnel in the performance appraisal system;
(4) Provide information on the business innovation and profit-generating capabilities of directors and senior management, as reflected in their operational performance;
(5) Provide the relevant calculation basis for formulating the company’s compensation allocation plan and allocation methods based on the company’s performance.
Article 13: Procedures for the Compensation and Assessment Committee’s evaluation of directors and senior management personnel:
(1) The company’s directors and senior management shall submit performance reports and self-assessments to the Board’s Compensation and Assessment Committee;
(2) The Remuneration and Performance Evaluation Committee shall conduct performance evaluations of directors and senior management personnel in accordance with the performance evaluation criteria and procedures;
(3) Based on the results of job performance evaluations and the compensation allocation policy, propose the remuneration amounts and incentive mechanisms for directors and senior management; upon approval by vote, submit the proposals to the Company’s Board of Directors.
Chapter 5 Rules of Procedure
Article 14 The Remuneration and Performance Evaluation Committee shall convene at least twice a year and shall notify all members of the meeting seven days in advance. The meeting shall be chaired by the convener; if the convener is unable to attend, he or she may delegate another independent director member to chair the meeting.
Article 15: Meetings of the Compensation and Assessment Committee shall be duly convened only if more than two-thirds of its members are present; each member shall have one vote; and any resolution adopted at such meetings must be approved by a majority of all committee members.
Article 16: Voting at meetings of the Remuneration and Assessment Committee shall be conducted by a show of hands or by ballot; ad hoc meetings may be convened through written voting.
Article 17: The Compensation and Assessment Committee may, when necessary, invite the Company’s directors, supervisors, and senior management personnel to attend its meetings as non-voting observers.
Article 18. If necessary, the Compensation and Assessment Committee may engage an intermediary agency to provide professional advice for its decision-making, with the costs borne by the Company.
Article 19: When the Compensation and Assessment Committee convenes a meeting to discuss matters concerning its members, any member with a conflict of interest shall recuse himself or herself.
Article 20 The procedures for convening meetings of the Remuneration and Assessment Committee, the methods of voting, and the remuneration policies and allocation plans adopted at such meetings shall comply with the relevant laws, regulations, the Company’s Articles of Association, and the provisions of these Measures.
Article 21: Meetings of the Compensation and Assessment Committee shall be recorded, and all members attending such meetings shall sign the minutes; the minutes shall be maintained by the Company’s Board Secretary.
Article 22: Proposals adopted at meetings of the Compensation and Assessment Committee, together with the results of the voting, shall be submitted in writing to the Company’s Board of Directors.
Article 23: All members attending the meeting shall be bound by a duty of confidentiality with respect to the matters deliberated at the meeting and may not, on their own initiative, disclose any related information.
Chapter VI Supplementary Provisions
Article 24 These Implementing Rules shall be put into trial operation from the date on which they are approved by resolution of the Board of Directors.
Article 25: Matters not covered in these Implementing Rules shall be governed by the relevant laws, regulations of the State, and the Articles of Association of the Company; if these Rules conflict with any laws or regulations promulgated by the State at a later date, or with the Articles of Association as amended through lawful procedures, the provisions of the relevant laws, regulations, and the Articles of Association shall prevail, and these Rules shall be promptly revised and submitted to the Board of Directors for review and approval.
Article 26 The power to interpret these Detailed Rules shall reside with the Company’s Board of Directors.
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