CSSC OFFSHORE & MARINE ENGINEERING (GROUP) COMPANY LIMITED <_o3a_p>
(a joint stock company with limited liability incorporated in the People's Republic of China)<_o3a_p>
(H Shares Stock Code: 00317)<_o3a_p>
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CHANGE THE REGISTERED ADDRESSANDPROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION<_o3a_p>
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CSSC Offshore & Marine Engineering (Group) Company Limited(hereinafter referred to as "CSSC" or "the Company" or "Company") held the 21st board meeting of the 9th Board of Directors on 7 November 2019 to consider and approve the Proposal to Amend Certain Articles of the Articles of Association, and submitted to the Company's 2nd extraordinary shareholders' meeting in 2019 for consideration. Details are as follows:<_o3a_p>
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I.Change the registered address of the Company<_o3a_p>
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The Company intends tochange the registered address according to the needs of business development. The specific is as follows:<_o3a_p>
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1. Before the proposed change: 40 Fang Cun Main Road South, Liwan District, Guangzhou, Guangdong, China;<_o3a_p>
2. After the proposed change: 15th Floor, Ship Building, No.137 Gexin Road, Haizhu District, Guangzhou, China.<_o3a_p>
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The change of the registeredaddress of the Company still needs to be handled after the consideration and approval of the Company's 2nd extraordinary general meeting of 2019 on the Proposal to Amend Certain Articles of the Articles of Association.<_o3a_p>
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II.Amend the Articles of Association<_o3a_p>
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Based on the above, and combined with the Company Law of the People's Republic of China (Revision 2018), the Code of Corporate Governance for Listed Companies in China (Revision 2018), and other laws and regulations, the Company intends to amend certain provisions of the Company's Articles of Association, which is detailed as follows:<_o3a_p>
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Article no.<_o3a_p> | <_o3a_p> Existing Articles<_o3a_p> | <_o3a_p> Revised Articles<_o3a_p> | |
1<_o3a_p> | Article 2 The Company, with the approval Ti Gai Sheng No. [1993] 83 from National Development and Reform Commission, was registered and established at Administration for Industry & Commerce of Guangzhou Municipality on 7 June 1993 in the form of promotion, with registration number 19049939-0, and obtained business license thereof. The Company obtained approval from Ministry of Foreign Trade and Economic Co-operation [1994] Wai Jīngmao Zi Zong Han Zi no. 415 on 17 August 1994 as a sino-foreign equity joint venture with limited liability, certificate [1994] Wai Jingmao Zi Shen Zi no. 135 on 31 August 1994 and changed registration on 21 October 1994 and changed license on 10 October 1995 to register as a sino-foreign equity joint venture with limited liability. The registration number of business license after the change was Qi Gu Yue Sui Zong Zi no. 000264. According to Guotong [2011] No. 86, the company type was changed to a joint stock company (joint venture between Taiwan, Hong Kong or Macao and domestic investment, listed).<_o3a_p> The business license of the Company was subsequently changed again on 10 December 2009 and the registration number was changed to 440101400025144. The promoter of the Company is Guangzhou Shipyard Co., Ltd.<_o3a_p> | Article 2 The Company, with the approval Ti Gai Sheng No. [1993] 83 from National Development and Reform Commission, was registered and established at Administration for Industry & Commerce of Guangzhou Municipality on 7 June 1993 in the form of promotion, with registration number 19049939-0, and obtained business license thereof. The Company obtained approval from Ministry of Foreign Trade and Economic Co-operation [1994] Wai Jīngmao Zi Zong Han Zi no. 415 on 17 August 1994 as a sino-foreign equity joint venture with limited liability, certificate [1994] Wai Jingmao Zi Shen Zi no. 135 on 31 August 1994 and changed registration on 21 October 1994 and changed license on 10 October 1995 to register as a sino-foreign equity joint venture with limited liability. The registration number of business license after the change was Qi Gu Yue Sui Zong Zi no. 000264. According to Guotong [2011] No. 86, the company type was changed to a joint stock company (joint venture between Taiwan, Hong Kong or Macao and domestic investment, listed).<_o3a_p> On 10 December 2009, the registration number of business license of the Company which was changed again was: 440101400025144.<_o3a_p> On 29 December 2015, the unified social credit code of the Company after re-certification was 91440101190499390U.<_o3a_p> The promoter of the Company is Guangzhou Shipyard Co., Ltd.<_o3a_p> | |
2<_o3a_p> | Article 4 The address of the Company is 40 Fang Cun Main Road South, Liwan District, Guangzhou, Guangdong, China.<_o3a_p> Postal code: 510382<_o3a_p> Telephone: (020) 81636688 Fax: (020) 81805255<_o3a_p> | Article 4The address of the Company is 15th Floor, Ship Building, No.137 Gexin Road, Haizhu District, Guangzhou, China<_o3a_p> Postal code: 510250<_o3a_p> Telephone: (020) 81636688 Fax: (020) 81805255<_o3a_p> | |
3<_o3a_p> | Article 11 The scope of business of the Company shall include: design, processing, installation and sale of ships and its ancillary machines, containers, metallic structures, components, pressure containers, regular machines, common casting parts and components, glass fibre reinforced plastic products, circuits, pipelines, tools and furniture; machinery equipment and ship repair; ship demolition; survey and design; proprietary technology transferring services; interior decoration; self-produced containers, operational leases on ships and equipment; provide facilities such as docks for ships; and undertaking of foreign electrical and mechanical engineering and domestic international tendering projects, exportation of equipment and materials necessary for such projects and dispatch labour necessary for implementation of the same.<_o3a_p> | Article 11 The scope of business of the Company shall include: marine equipment manufacturing; container manufacturing; metal structures manufacturing;<_o3a_p> metal pressure vessel manufacturing; mechanical parts processing; tempered glass manufacturing; cutting tool manufacturing;<_o3a_p> other furniture manufacturing; ship maintenance; general equipment repairs; engineering survey and design; machinery technology<_o3a_p> transfer services; interior decoration and design; water transport equipment rental services; container leasing services; machinery<_o3a_p> and equipment leasing; construction general contracting services; overseas dispatch of all kinds of labour service personnel (excluding<_o3a_p> seamen); provision of docks, barge anchorages, floats and other facilities for ships.<_o3a_p> | |
4<_o3a_p> | Article 26 The Company may, in accordance with the procedures set out in the Articles of Association and with the approval of the delegated department of the State Council, repurchase its outstanding shares under the following circumstances:<_o3a_p> (1) cancellation of shares for the purposes of reducing its capital;<_o3a_p> (2) merging with another company that holds shares in the Company;<_o3a_p> (3) granting shares to the Company's employees as incentives;<_o3a_p> (4) acquiring shares held by shareholders (upon their request) who vote against any resolution proposed in any general meeting on the merger or split of the Company;<_o3a_p> (5) other circumstances as permitted by laws and administrative regulations.<_o3a_p> The Company shall not engage in the sale and purchase of its shares savingfor the circumstances specified above.<_o3a_p> | Article 26 The Company may, in accordance with the procedures set out in the Articles of Association and with the approval of the delegated department of the State Council, repurchase its outstanding shares under the following circumstances:<_o3a_p> (1) cancellation of shares for the purposes of reducing its capital;<_o3a_p> (2) merging with another company that holds shares in the Company;<_o3a_p> (3) using the shares for employee shares scheme or equity incentives;<_o3a_p> (4) acquiring shares held by shareholders (upon their request) who vote against any resolution proposed in any general meeting on the merger or split of the Company;<_o3a_p> (5) converting shares to the company bonds issued by the Company that can be converted into shares;<_o3a_p> (6) be necessary for the Company to maintain the Company's value and shareholders' interests.<_o3a_p> (7) other circumstances as permitted by laws and administrative regulations.<_o3a_p> The Company shall not engage in the sale and purchase of its shares savingfor the circumstances specified above.<_o3a_p> Where the Company repurchases its shares, it shall perform its information disclosure obligations in accordance with laws. The Company shall not accept the shares thereof as the subject of pledge rights.<_o3a_p> | |
5<_o3a_p> | Article 27 The Company may, with the approval of the examining and approval authority, repurchase its shares in one of the following manners:<_o3a_p> (1) to make an offer of repurchase to all of its shareholders in the same proportion;<_o3a_p> (2) to repurchase shares through public trading on a stock exchange;<_o3a_p> (3) to repurchase through an off-market agreement;<_o3a_p> (4) other means approved by China Securities Regulatory Commission.<_o3a_p> | Article 27 The Company may, with the approval of the examining and approval authority, repurchase its shares in one of the following manners:<_o3a_p> (1) to make an offer of repurchase to all of its shareholders in the same proportion;<_o3a_p> (2) to repurchase shares through public trading on a stock exchange;<_o3a_p> (3) to repurchase through an off-market agreement;<_o3a_p> (4) other means approved by China Securities Regulatory Commission.<_o3a_p> Where the Company repurchases its shares in the circumstances set out in 1 (3), (5) and (6) of Article 26, it shall be conducted through open centralized trading.<_o3a_p> | |
6<_o3a_p> | Article 28 Where the Company repurchases its shares for reasons set out in (1) to (3) of Article 26, it shall seek prior approval of the shareholders at general meeting in accordance with the Articles of Association. The Company may release or vary a contract so entered into by the Company or waive its rights thereunder with prior approval by shareholders at general meeting obtained in the same manner.<_o3a_p> The contract to repurchase shares as referred to in the preceding paragraph includes, but not limited to, an agreement to become obliged to repurchase or to acquire the right to repurchase shares.<_o3a_p> The Company shall not assign a contract for repurchasing its shares or any of its rights thereunder.<_o3a_p> | Article 28 Where the Company repurchases its shares for reasons set out in (1) and (2) of Article 26, it shall seek prior approval of the shareholders at general meeting in accordance with the Articles of Association. The Company may release or vary a contract so entered into by the Company or waive its rights thereunder with prior approval by shareholders at general meeting obtained in the same manner.<_o3a_p> Where the Company repurchases its shares in the circumstances set out in (3), (5) and (6) of Article 26 of the Articles of Association, it shall seek prior approval of the shareholders at general meeting, or be authorized by the general meeting, and it may also be approved by a resolution of the board of directors attended by more than two-thirds of directors.<_o3a_p> The contract to repurchase shares as referred to in the preceding paragraph includes, but not limited to, an agreement to become obliged to repurchase or to acquire the right to repurchase shares.<_o3a_p> The Company shall not assign a contract for repurchasing its shares or any of its rights thereunder.<_o3a_p> | |
7<_o3a_p> | Article 29 After the purchase by the Company of its shares pursuant to the laws and the circumstances described under paragraph (1) of Article 26, shares purchased shall be cancelled within ten (10) days from the date of acquisition; for those circumstances described under paragraphs (2) and (4), the shares shall be transferred or cancelled within six (6) months, and the Company shall apply to the original company registration authority for registration of the change of its registered capital.<_o3a_p> The amount of the Company's registered share capital shall be reduced by the aggregate par value of those cancelled shares.<_o3a_p> Shares purchased by the Company under paragraph (3) of Article 26 shall not exceed 5% of the total number of shares of the Company in issue; funds applied by the Company for the purchase shall be made out of the after-tax profit of the Company; and the shares purchased shall be transferred to the employees within one (1) year.<_o3a_p> | Article 29 After the purchase by the Company of its shares pursuant to the laws and the circumstances described under paragraph (1) of Article 26, shares purchased shall be cancelled within ten (10) days from the date of acquisition; for those circumstances described under paragraphs (2) and (4), the shares shall be transferred or cancelled within six (6) months; for those circumstances described under paragraphs (3), (5) and (6), the total number of shares of the Company held by the Company shall not exceed 10% of the total issued shares of the Company, and the shares shall be transferred or cancelled within three years; upon involving cancellation of shares, the Company shall apply to the original company registration authority for registration of the change of its registered capital.<_o3a_p> The amount of the Company's registered share capital shall be reduced by the aggregate par value of those cancelled shares.<_o3a_p> | |
8<_o3a_p> | Article 51 The controlling shareholder and the de facto controller of the Company shall not use their connected relationship to act in detriment to the interests of the Company. If they have violated this provision and caused damage to the Company, they shall be liable for such damages.<_o3a_p> The controlling shareholder and the de facto controller of the Company shall have fiduciary duties towards the Company and its public shareholders. The controlling shareholder shall exercise its rights as a contributor in strict compliance with the law. The controlling shareholder shall not do harm to the lawful interests of the Company and its other shareholders through means such as profit distribution, asset restructuring, external investment, possession of capital and lending guarantees and shall not make use of its controlling status against the interests of the Company and other shareholders.<_o3a_p> | Article 51 The controlling shareholder and the de facto controller of the Company shall not use their connected relationship to act in detriment to the interests of the Company. If they have violated this provision and caused damage to the Company, they shall be liable for such damages.<_o3a_p> The controlling shareholder and the de facto controller of the Company shall have fiduciary duties towards the Company and its public shareholders. The controlling shareholder shall exercise its rights as a contributor in strict compliance with the law. The controlling shareholder and de facto controller shall not make use of its controlling status to do harm to the lawful interests of the Company and social public shareholders through means such as profit distribution, asset restructuring, external investment, possession of capital and lending guarantees, and shall not make use of its controlling status against the interests of the Company and other shareholders.<_o3a_p>The commitments made by the controlling shareholder and de facto controller of the Company and relevant parties of the Company shall be clear, specific and enforceable, and shall not promise anything which are judged to be obviously impossible to achieve according to the prevailing circumstances, and shall make a statement of commitment fulfillment in the commitments, clarify default responsibility, and fulfill the commitments.<_o3a_p> | |
9<_o3a_p> | Article 56 The shareholders' general meeting may exercise the following functions and powers:<_o3a_p> (1) to decide on the operating policies and investment plans of the Company;<_o3a_p> (2) to elect and replace directors and supervisors who are representatives of shareholders, decide on matters relating to the remuneration of directors and supervisors;<_o3a_p> (3) to consider and approve reports of the Board;<_o3a_p> (4) to consider and approve reports of the supervisory committee;<_o3a_p> (5) to consider and approve the Company's proposed annual financial budget and final budgetary report;<_o3a_p> (6) to consider and approve the Company's profit distribution plans and plans for making up losses;<_o3a_p> (7) to decide on increases or reductions in the Company's registered capital;<_o3a_p> (8) to decide on matters such as merger, split, dissolution, liquidation or change of the corporate form of the Company;<_o3a_p> (9) to decide on the issue of bonds by the company;<_o3a_p> (10) to adopt resolutions on the Company's appointments, dismissals or non-reappointments of accountants' firms;<_o3a_p> (11) to amend the Articles of Association;<_o3a_p> (12) to consider the proposals submitted by shareholders holding not less than 5% (inclusive) of the Company's voting shares;<_o3a_p> (13) shareholders' general meeting of the Company may authorize or entrust the Board to address matters authorized or entrusted by them; when authorizing or entrusting the Board to address matters authorized or entrusted by them, shareholders' general meeting of the Company shall abide by the laws and safeguard the lawful rights and interests of shareholders of the Company, and enforce requirements of the laws and regulations to ensure efficient operation and scientific decision of the Company.<_o3a_p> Matters which may be authorized or entrusted to the Board are as follows:<_o3a_p> 1. amend the text of the Articles of Association of the Company after amendment of the Articles of Association of the Company being passed in principle at shareholder's general meeting;<_o3a_p> 2. distribution of interim dividend;<_o3a_p> 3. matters involved in issuance of new shares and convertible bond;<_o3a_p> 4. other matters which may be authorized or entrusted to the Board pursuant to laws, administrative regulations and the Articles of Association.<_o3a_p> (14) to consider and approve matters relating to the guarantee under Article 56;<_o3a_p> (15) to consider matters relating to the purchases and disposals of the Company's material assets within one year, which exceed 30% of the Company's latest audited total assets;<_o3a_p> (16) to consider and approve matters relating to changes in the use of proceeds;<_o3a_p> (17) to consider and approve the Company's share incentive schemes;<_o3a_p> (18) other matters required by laws, administrative regulations and the provisions of the Articles of Association to be resolved by the shareholders' general meeting.<_o3a_p> | Article 56 The shareholders' general meeting may exercise the following functions and powers:<_o3a_p> (1) to decide on the operating policies and investment plans of the Company;<_o3a_p> (2) to elect and replace directors and supervisors who are representatives of shareholders, decide on matters relating to the remuneration of directors and supervisors;<_o3a_p> (3) to consider and approve reports of the Board;<_o3a_p> (4) to consider and approve reports of the supervisory committee;<_o3a_p> (5) to consider and approve the Company's proposed annual financial budget and final budgetary report;<_o3a_p> (6) to consider and approve the Company's profit distribution plans and plans for making up losses;<_o3a_p> (7) to decide on increases or reductions in the Company's registered capital;<_o3a_p> (8) to decide on matters such as merger, split, dissolution, liquidation or change of the corporate form of the Company;<_o3a_p> (9) to decide on the issue of bonds by the company;<_o3a_p> (10) to adopt resolutions on the Company's appointments, dismissals or non-reappointments of accountants' firms;<_o3a_p> (11) to amend the Articles of Association;<_o3a_p> (12) to consider the proposals submitted by shareholders holding not less than 5% (inclusive) of the Company's voting shares;<_o3a_p> (13) shareholders' general meeting of the Company may authorize or entrust the Board to address matters authorized or entrusted by them; when authorizing or entrusting the Board to address matters authorized or entrusted by them, shareholders' general meeting of the Company shall abide by the laws and safeguard the lawful rights and interests of shareholders of the Company, and enforce requirements of the laws and regulations to ensure efficient operation and scientific decision of the Company.<_o3a_p> Matters which may be authorized or entrusted to the Board are as follows:<_o3a_p> 1. amend the text of the Articles of Association of the Company after amendment of the Articles of Association of the Company being passed in principle at shareholder's general meeting;<_o3a_p> 2. distribution of interim dividend;<_o3a_p> 3. matters involved in issuance of new shares and convertible bond;<_o3a_p> 4. matters involved in acquisition of shares of the Company for the reasons set out in (3), (5) and (6) of Article 26 of the Articles of Association;<_o3a_p> 5. other matters which may be authorized or entrusted to the Board pursuant to laws, administrative regulations and the Articles of Association.<_o3a_p> (14) to consider and approve matters relating to the guarantee under Article 56;<_o3a_p> (15) to consider matters relating to the purchases and disposals of the Company's material assets within one year, which exceed 30% of the Company's latest audited total assets;<_o3a_p> (16) to consider and approve matters relating to changes in the use of proceeds;<_o3a_p> (17) to consider the share repurchase of the Company as stipulated in Article 26 of the Articles of Association;<_o3a_p> (18) other matters required by laws, administrative regulations and the provisions of the Articles of Association to be resolved by the shareholders' general meeting.<_o3a_p> | |
10<_o3a_p> | Article 57 External guarantee by the Company shall be voted on and approved by more than two-thirds of all Board members. In the event that any of the following circumstances applies, such guarantees are subject to review and approval by the general meeting of shareholders:<_o3a_p> (1) any guarantee provided after the total amount of guarantee to third parties provided by the Company and its controlled subsidiaries has reached or exceeded 50% of the Company's latest audited net assets;<_o3a_p> (2) any guarantee provided after the total amount of guarantee to third parties provided by the Company has reached or exceeded 30% of the Company's latest audited total assets;<_o3a_p> (3) a guarantee to be provided to a party which has an asset-liability ratio in excess of 70%;<_o3a_p> (4) a single guarantee for amount in excess of 10% of the Company's latest audited net assets;<_o3a_p> (5) the guarantee to be provided in favour of shareholders, de facto controllers and their related parties.<_o3a_p> Any party provided with external guarantee by the Company must provide counter-guarantee and shall have actual ability to assume such counter-guarantee. References to "external guarantees" in the Articles of Association are to guarantees provided by the Company in favour of other persons, including guarantees provided by the Company in favour of its controlling subsidiaries. References to "the total amount of guarantee to third parties provided by the Company and its controlled subsidiaries" are to the sum of the aggregate amount of external guarantees provided by the Company, including those in favour of its controlled subsidiaries, and the aggregate amount of external guarantees provided by controlled subsidiaries of the Company.<_o3a_p> | Article 57 External guarantee by the Company shall be voted on and approved by more than two-thirds of all Board members. In the event that any of the following circumstances applies, such guarantees are subject to review and approval by the general meeting of shareholders:<_o3a_p> (1) based on the principle of cumulative calculation of the guarantee amount for 12 consecutive months, any guarantee exceeding 30% of the Company's latest audited total assets;<_o3a_p> (2) any guarantee provided after the total amount of guarantee to third parties provided by the Company and its controlled subsidiaries has reached or exceeded 50% of the Company's latest audited net assets;<_o3a_p> (3) a guarantee to be provided to a party which has an asset-liability ratio in excess of 70%;<_o3a_p> (4) a single guarantee for amount in excess of 10% of the Company's latest audited net assets;<_o3a_p> (5) based on the principle of cumulative calculation of the guarantee amount for 12 consecutive months, any guarantee exceeding 30% of the Company's latest audited total assets, and the absolute amount exceeds RMB50 million;<_o3a_p> (6) external guarantees that shall be considered by the shareholders' meeting stipulated by China Securities Regulatory Commission, Shanghai Stock Exchange or the Articles of Association;<_o3a_p> (7) the guarantee to be provided in favour of shareholders, de facto controllers and their related parties.<_o3a_p> Any party provided with external guarantee by the Company must provide counter-guarantee and shall have actual ability to assume such counter-guarantee. References to "external guarantees" in the Articles of Association are to guarantees provided by the Company in favour of other persons, including guarantees provided by the Company in favour of its controlling subsidiaries. References to "the total amount of guarantee to third parties provided by the Company and its controlled subsidiaries" are to the sum of the aggregate amount of external guarantees provided by the Company, including those in favour of its controlled subsidiaries, and the aggregate amount of external guarantees provided by controlled subsidiaries of the Company.<_o3a_p> | |
11<_o3a_p> | Article 63 Supervisory committee or shareholders, if decided to convene general meetings on their own, shall inform the Board in writing and make filing with the appointed organization of the China Securities Regulatory Commission and the stock exchange in the locality of the Company for record.<_o3a_p> Prior to the publication of announcement of the shareholders resolutions, holding by the convening shareholders shall not be less than 10%.<_o3a_p> Shareholders convening the meeting shall provide relevant evidences to the appointed organization of the China Securities Regulatory Commission and the stock exchange in the locality of the Company prior to issuing the notice of general meeting and announcing resolutions of the general meeting.<_o3a_p> | Article 63 Supervisory committee or shareholders, if decided to convene general meetings on their own, shall inform the Board in writing and make filing with the appointed organization of the China Securities Regulatory Commission and the stock exchange in the locality of the Company for record.<_o3a_p> Prior to the publication of announcement of the shareholders resolutions, holding by the convening shareholders shall not be less than 10%.<_o3a_p> Supervisory committeeand Shareholders convening the meeting shall provide relevant evidences to the appointed organization of the China Securities Regulatory Commission and the stock exchange in the locality of the Company prior to issuing the notice of general meeting and announcing resolutions of the general meeting.<_o3a_p> | |
12<_o3a_p> | Article 104 During the general meeting, all of the Company's directors, supervisors and the secretary to the Board shall attend the meeting, the managers and other senior management members shall attend as observers.<_o3a_p> | Article 104 During the general meeting, all of the Company's directors, supervisors and the secretary to the Board shall attend the meeting in person orby an entrusted agent in writing, the managers and other senior management members shall attend as observers.However, if the above-mentioned persons do have valid reasons not to attend, they should submit a leave report to the convener of meeting one working day before the meeting.<_o3a_p> | |
13<_o3a_p> | Article 123 Directors shall be elected at shareholders' general meeting. The term of office of the directors shall be three (3) years.Upon maturity of the current term of office, a director shall be eligible to offer himself for re-election and reappointment. Directors shall be elected at a general meeting from persons nominated by the Board or by shareholders representing more than 5% (inclusive) of the issued shares. The period of written notice in relation to intention to nominate candidate for director and in relation to the nominee's acknowledgement of his acceptance of the nomination shall both be at least 7 days. The period of delivery of such notices to the Company shall commence from the date after the notice with regard to the meeting for election of directors was despatched at the earliest and expire no later than seven days before the date of the meeting aforesaid.<_o3a_p> Save for members of the first session of the Board, election of directors must be passed by more than one-half of shareholders (including their proxies) with voting rights attended the general meeting. Accumulative voting system shall be adopted for the director election at a general meeting. Implementation particulars of the accumulative voting system shall be as follows: when more than two directors are eligible for election at a general meeting, each share held by shareholders shall have the number of votes equal to that of directors to be elected; shareholders may cast all his votes to one nominee or cast his votes to different nominees; the election of directors shall be determined by ratio of votes in favour of each nominee after the voting.<_o3a_p> The chairman and vice-chairman shall be elected and dismissed by such numbers of directors exceeding one-half of all the directors, with tenure of office of three (3) years and eligible for re-election.<_o3a_p> Subject to relevant laws and administrative regulations, directors may be dismissed prior to the expiration of his term of office by ordinary resolution at general meeting under proper reason, without prejudice to any claim being made pursuant to any contract.<_o3a_p> The term of office of directors shall commence from the date of appointment up to the expiry of the current term of office of the Board. Directors shall not be dismissed by shareholders at general meeting prior to the end of his term of office without proper reason. In the event that the terms of directors fall upon expiry whereas new members of the Board are not re-elected in time, the existing directors shall continue to perform their duties in accordance with the law, administrative regulations, departmental rules and these Articles of Association until the newly elected directors assume their office.<_o3a_p> Directors may concurrently serve as general manager or other senior management member, provided that the aggregate number of the directors who concurrently serve as general manager or other senior management members and the directors who are representatives of employees shall not exceed one half of all the directors of the Company.<_o3a_p> The directors of the Company shall not be required to hold shares of the Company.<_o3a_p> The directors shall comply with the laws, administrative regulations and the Articles of Association of the Company and shall perform duties to the Company as follows:<_o3a_p> (1) not to abuse his position to accept bribes or other illegal income or appropriate the properties of the Company;<_o3a_p> (2) not to appropriate the capital of the Company;<_o3a_p> (3) not to set up accounts in his own name or in any other name to deposit any of the assets or capital of the Company;<_o3a_p> (4) not to lend the funds of the Company to any other person or use the property of the Company to provide guarantee for any other person without the consent of the general meeting or the Board in contravention of provision of the Articles of Association of the Company;<_o3a_p> (5) not to enter into contracts or carry out transactions with the Company in violation of the provisions of the Articles of Association or without the consent of the general meeting;<_o3a_p> (6) not to, without the consent of the general meeting, abuse his position to appropriate the business opportunities for himself or other persons which should otherwise belong to the Company, or operate businesses similar to those of the Company for himself or other persons;<_o3a_p> (7) not to misappropriate the commission obtained from transactions entered into by the Company;<_o3a_p> (8) not to disclose confidential information of the Company without permission;<_o3a_p> (9) not to use his connected relations with the Company to prejudice the interests of the Company;<_o3a_p> (10) other duties as required by the laws, administrative regulations, departmental rules or the Articles of Association of the Company.<_o3a_p> Any incomes obtained by directors in violation of any provisions of this Article shall belong to the Company. The director shall be accountable to indemnify the Company against any losses incurred.<_o3a_p> The Directors shall comply with the laws, administrative regulations and the Articles of Association of the Company and shall perform their diligent duties to the Company as follows:<_o3a_p> (1) to exercise the rights conferred by the Company in a cautious, thoughtful and diligent manner so as to ensure the commercial behaviors of the Company comply with the laws, administrative regulations and economic policies of the PRC, and the commercial activities shall not go beyond the scope of business stipulated in the business license;<_o3a_p> (2) to treat all shareholders fairly;<_o3a_p> (3) to keep informed of the operation and management position of the Company on a timely basis;<_o3a_p> (4) to sign the regular reports of the Company for confirmation of their comments, to ensure the truthfulness, accuracy and completeness of the information disclosed by the Company;<_o3a_p> (5) to provide information and data to the Supervisory Committee, and not to interfere with the Supervisory Committee or supervisors in their exercise of powers;<_o3a_p> (6) other diligent duties as required by the laws, administrative regulations, departmental rules or the Articles of Association of the Company.<_o3a_p> | Article 123 Directors shall be elected at shareholders' general meeting. The term of office of the directors shall be three (3) years.Upon maturity of the current term of office, a director shall be eligible to offer himself for re-election and reappointment. Directors shall be elected at a general meeting from persons nominated by the Board or by shareholders representing more than 5% (inclusive) of the issued shares. The period of written notice in relation to intention to nominate candidate for director and in relation to the nominee's acknowledgement of his acceptance of the nomination shall both be at least 7 days. The period of delivery of such notices to the Company shall commence from the date after the notice with regard to the meeting for election of directors was despatched at the earliest and expire no later than seven days before the date of the meeting aforesaid. Candidates for directors shall make a written undertaking prior to the notice of shareholders' general meeting, agree to accept the nomination, promise the information about candidates publicly disclosed to be true, accurate and complete, and ensure that directors duties will be effectively performed after being elected.<_o3a_p> Save for members of the first session of the Board, election of directors must be passed by more than one-half of shareholders (including their proxies) with voting rights attended the general meeting. Accumulative voting system shall be adopted for the director election at a general meeting. Implementation particulars of the accumulative voting system shall be as follows: when more than two directors are eligible for election at a general meeting, each share held by shareholders shall have the number of votes equal to that of directors to be elected; shareholders may cast all his votes to one nominee or cast his votes to different nominees; the election of directors shall be determined by ratio of votes in favour of each nominee after the voting.<_o3a_p> The chairman and vice-chairman shall be elected and dismissed by such numbers of directors exceeding one-half of all the directors, with tenure of office of three (3) years and eligible for re-election.<_o3a_p> Subject to relevant laws and administrative regulations, directors may be dismissed prior to the expiration of his term of office by ordinary resolution at general meeting under proper reason, without prejudice to any claim being made pursuant to any contract.<_o3a_p> The term of office of directors shall commence from the date of appointment up to the expiry of the current term of office of the Board. Directors shall not be dismissed by shareholders at general meeting prior to the end of his term of office without proper reason. In the event that the terms of directors fall upon expiry whereas new members of the Board are not re-elected in time, the existing directors shall continue to perform their duties in accordance with the law, administrative regulations, departmental rules and these Articles of Association until the newly elected directors assume their office.<_o3a_p> Directors may concurrently serve as general manager or other senior management member, provided that the aggregate number of the directors who concurrently serve as general manager or other senior management members and the directors who are representatives of employees shall not exceed one half of all the directors of the Company.<_o3a_p> The directors of the Company shall not be required to hold shares of the Company.<_o3a_p> The directors shall comply with the laws, administrative regulations and the Articles of Association of the Company and shall perform duties to the Company as follows:<_o3a_p> (1) not to abuse his position to accept bribes or other illegal income or appropriate the properties of the Company;<_o3a_p> (2) not to appropriate the capital of the Company;<_o3a_p> (3) not to set up accounts in his own name or in any other name to deposit any of the assets or capital of the Company;<_o3a_p> (4) not to lend the funds of the Company to any other person or use the property of the Company to provide guarantee for any other person without the consent of the general meeting or the Board in contravention of provision of the Articles of Association of the Company;<_o3a_p> (5) not to enter into contracts or carry out transactions with the Company in violation of the provisions of the Articles of Association or without the consent of the general meeting;<_o3a_p> (6) not to, without the consent of the general meeting, abuse his position to appropriate the business opportunities for himself or other persons which should otherwise belong to the Company, or operate businesses similar to those of the Company for himself or other persons;<_o3a_p> (7) not to misappropriate the commission obtained from transactions entered into by the Company;<_o3a_p> (8) not to disclose confidential information of the Company without permission;<_o3a_p> (9) not to use his connected relations with the Company to prejudice the interests of the Company;<_o3a_p> (10) other duties as required by the laws, administrative regulations, departmental rules or the Articles of Association of the Company.<_o3a_p> Any incomes obtained by directors in violation of any provisions of this Article shall belong to the Company. The director shall be accountable to indemnify the Company against any losses incurred.<_o3a_p> The Directors shall comply with the laws, administrative regulations and the Articles of Association of the Company and shall perform their diligent duties to the Company as follows:<_o3a_p> (1) to exercise the rights conferred by the Company in a cautious, thoughtful and diligent manner so as to ensure the commercial behaviors of the Company comply with the laws, administrative regulations and economic policies of the PRC, and the commercial activities shall not go beyond the scope of business stipulated in the business license;<_o3a_p> (2) to treat all shareholders fairly;<_o3a_p> (3) to keep informed of the operation and management position of the Company on a timely basis;<_o3a_p> (4) to sign the regular reports of the Company for confirmation of their comments, to ensure the truthfulness, accuracy and completeness of the information disclosed by the Company;<_o3a_p> (5) to provide information and data to the Supervisory Committee, and not to interfere with the Supervisory Committee or supervisors in their exercise of powers;<_o3a_p> (6) other diligent duties as required by the laws, administrative regulations, departmental rules or the Articles of Association of the Company.<_o3a_p> | |
14<_o3a_p> | Article 128 The Board shall report to the shareholders' general meeting and exercise the following powers:<_o3a_p> (1) to convene shareholders' general meetings and report its work to the shareholders' general meeting;<_o3a_p> (2) to implement the resolutions of shareholders' general meetings;<_o3a_p> (3) to decide on the Company's business plans and investment plans;<_o3a_p> (4) to formulate the Company's plans on annual financial budgets and final budgetary report;<_o3a_p> (5) to formulate the Company's profit distribution plans and plans on making up losses;<_o3a_p> (6) to formulate proposals for increase or decrease of the registered capital of the Company and issue of bonds of the Company;<_o3a_p> (7) to formulate plans for major acquisitions, purchase of shares of the Company or plans for merger, split, dissolution or alteration of corporate form of the Company;<_o3a_p> (8) to determine the establishment of the Company's internal management structure;<_o3a_p> (9) to appoint or remove the manager and the secretary to the Board; to appoint or remove the deputy manager, chief financial officer and other senior management of the Company based on the nomination by the manager and to decide on their remunerations and rewards and penalties;<_o3a_p> (10) to formulate the basic management system of the Company;<_o3a_p> (11) to formulate proposals for amendment to the Articles of Association;<_o3a_p> (12) to determine external investments, purchases and sales of assets, pledge of assets, external guarantees, entrusted asset management and connected transactions of the Company within the scope of the authority granted by shareholders' general meeting:<_o3a_p> (13) to manage information disclosure of the Company;<_o3a_p> (14) to propose the appointment or removal of the Company's auditors to the shareholders' general meeting;<_o3a_p> (15) to receive the work report and inspect the work of the manager of the Company;<_o3a_p> (16) to formulate equity incentive plan;<_o3a_p> (17) to exercise any other powers specified in the Articles of Association or authorized by shareholders at general meeting.<_o3a_p> Except for the Board resolutions in respect of the matters specified in paragraphs (6), (7), (11) and (16) of this Article which shall be passed by more than two-thirds of the directors, the Board resolutions in respect of all other matters may be passed by the affirmative vote of a simple majority of the directors.<_o3a_p> When the Board decides on major issues of the Company, it should listen to the opinions of the Company's Party organization in advance.<_o3a_p> | Article 128 The Board shall report to the shareholders' general meeting and exercise the following powers:<_o3a_p> (1) to convene shareholders' general meetings and report its work to the shareholders' general meeting;<_o3a_p> (2) to implement the resolutions of shareholders' general meetings;<_o3a_p> (3) to decide on the Company's business plans and investment plans;<_o3a_p> (4) to formulate the Company's plans on annual financial budgets and final budgetary report;<_o3a_p> (5) to formulate the Company's profit distribution plans and plans on making up losses;<_o3a_p> (6) to formulate proposals for increase or decrease of the registered capital of the Company and issue of bonds of the Company;<_o3a_p> (7) to formulate plans for major acquisitions, purchase of shares of the Company or plans for merger, split, dissolution or alteration of corporate form of the Company;<_o3a_p> (8) to determine the establishment of the Company's internal management structure;<_o3a_p> (9) to appoint or remove the manager and the secretary to the Board; to appoint or remove the deputy manager, chief financial officer and other senior management of the Company based on the nomination by the manager and to decide on their remunerations and rewards and penalties;<_o3a_p> (10) to formulate the basic management system of the Company;<_o3a_p> (11) to formulate proposals for amendment to the Articles of Association;<_o3a_p> (12) to determine external investments, purchases and sales of assets, pledge of assets, external guarantees, entrusted asset management and connected transactions of the Company within the scope of the authority granted by shareholders' general meeting:<_o3a_p> (13) to manage information disclosure of the Company;<_o3a_p> (14) to propose the appointment or removal of the Company's auditors to the shareholders' general meeting;<_o3a_p> (15) to receive the work report and inspect the work of the manager of the Company;<_o3a_p> (16) to formulate employeeshares scheme and equity incentive plan;<_o3a_p> (17) Pursuant to the authorization of shareholders' general meeting, consider the purchase of shares of the Company for the reasons of paragraph (3), (5) and (6) of Article 26 of the Articles of Association;<_o3a_p> (18) to exercise any other powers specified in the Articles of Association or authorized by shareholders at general meeting.<_o3a_p> Except for the Board resolutions in respect of the matters specified in paragraphs (6), (7), (11), (16) and (17) of this Article which shall be passed by more than two-thirds of the directors, the Board resolutions in respect of all other matters may be passed by the affirmative vote of a simple majority of the directors.<_o3a_p> When the Board decides on major issues of the Company, it should listen to the opinions of the Company's Party organization in advance.<_o3a_p> | |
15<_o3a_p> | Article 140 Directors shall attend Board meetings in person.Where a director is unable to attend a meeting for any reason, he may by a written power of attorney appoint another director to attend the meeting on his behalf. The power of attorney shall set out the name of the proxy, the subject and scope of authorization and validity of the time limit of the proxy, which shall be signed or officially sealed by the authorizing party.<_o3a_p> A director appointed as the representative of another director to attend the meeting shall exercise the rights of a director within the scope of authority conferred by the appointing director. Where a director is unable to attend a particular board meeting and has not appointed a proxy to attend the meeting on his behalf, he shall be deemed to have waived his right to vote at the meeting.<_o3a_p> | Article 140 Directors shall attend Board meetings in person.Where a director is unable to attend a meeting for any reason, he may by a written power of attorney appoint another director to attend the meeting on his behalf. The power of attorney shall set out the name of the proxy, the subject and scope of authorization and validity of the time limit of the proxy, which shall be signed or officially sealed by the authorizing party.<_o3a_p> A director appointed as the representative of another director to attend the meeting shall exercise the rights of a director within the scope of authority conferred by the appointing director. Where a director is unable to attend a particular board meeting and has not appointed a proxy to attend the meeting on his behalf, he shall be deemed to have waived his right to vote at the meeting.<_o3a_p> Independent directors may not entrust non-independent directors to attend board meeting on their behalf.<_o3a_p> | |
16<_o3a_p> | Article 146 An independent director is a director who, other than director, does not serve in other position in the Company and does not have any relationship with the Company and any of its substantial shareholder which may hinder his forming of any independent and objective judgment.<_o3a_p> | Article 146 An independent director is a director who, other than a member of the special committee of the Board, does not concurrently serve in other position in the Company and does not have any relationship with the Company and any of its substantial shareholder which may hinder his forming of any independent and objective judgment.<_o3a_p> | |
17<_o3a_p> | Article 148 Independent directors shall be liable to fiduciary and diligence duties to the Company and all shareholders.Independent directors shall perform their duties faithfully and safeguard the interests of the Company in accordance with relevant laws, regulations and this Articles of Association, and in particular ensure that the lawful interests of public shareholders are not undermined.<_o3a_p> Independent directors shall discharge their duties independently and shall not be influenced by the Company's substantial shareholders, controller de facto or other persons or units which have relationship with the Company and shall ensure that they have sufficient time and energy to discharge their duties effectively.<_o3a_p> | Article 148 Independent directors shall be liable to fiduciary and diligence duties to the Company and all shareholders.Independent directors shall perform their duties faithfully and safeguard the interests of the Company in accordance with relevant laws, regulations and this Articles of Association, and in particular ensure that the lawful interests of public shareholders are not undermined.<_o3a_p> Independent directors shall discharge their duties independently and shall not be influenced by the Company's substantial shareholders, controller de facto or other persons or units which have relationship with the Company and shall ensure that they have sufficient time and energy to discharge their duties effectively.<_o3a_p> Performance evaluation of independent directors is conducted by self-evaluation and mutual evaluation.<_o3a_p> | |
18<_o3a_p> | Article 157 The Board of the Company shall, in accordance with resolution of general meeting, establish certain special committees.Members of the special committees shall all be directors, of which at least one shall be an independent director with accounting profession in the audit committee.<_o3a_p> | Article 157 The Board of the Company shall, in accordance with resolution of general meeting, establish certain special committees.Members of the special committees shall all be directors, of which for the audit committee, the nomination committee, and the remuneration and appraisal committee, independent directors shall be the majority and serve as the convener. The convener of the audit committee shall be the accounting professional.<_o3a_p> | |
19<_o3a_p> | Article 185 Each of the Company's directors, supervisors, managers and other senior management members shall exercise his powers or carry out his duties in accordance with the principle of fiduciary and shall not put himself in a position where his duty and his interest may conflict.Such principle includes (without limitation) discharging the following obligations:<_o3a_p> (1) to act honestly in the best interests of the Company;<_o3a_p> (2) to exercise powers within the scope of his authorities and not to exceed those authorities;<_o3a_p> (3) to exercise the discretion vested in him personally and not to allow himself to act under the control of others and, unless and to the extent permitted by the laws, administrative regulations or with the informed consent of shareholders given in a general meeting, not to delegate the exercise of his discretion;<_o3a_p> (4) to treat shareholders of the same class equally and to treat shareholders of different classes fairly;<_o3a_p> (5) except in accordance with the Articles of Association or with the informed consent of shareholders given in general meeting, not to enter into any contract, transaction or arrangement with the Company;<_o3a_p> (6) without the informed consent of shareholders given in general meeting, not to use the Company's property for his own benefit by any means;<_o3a_p> (7) not to exploit his position to accept bribes or other illegal income or expropriate the Company's property by any means, including (without limitation) opportunities advantageous to the Company;<_o3a_p> (8) without the informed consent of shareholders given in general meeting, not to accept commissions in connection with the Company's transactions;<_o3a_p> (9) to abide by the Articles of Association, faithfully execute his duties and protect the Company's interests, and not to exploit his position and power in the Company to advance his own private interests;<_o3a_p> (10) not to compete with the Company in any form unless with the informed consent of shareholders given in general meeting;<_o3a_p> (11) not to misappropriate the Company's funds or to lend the Company's funds to others, not to open accounts in his own name or other names for the deposit of the Company's assets and not to provide guarantee for the debts of any shareholder(s) of the Company or other individual(s) with the Company's assets;<_o3a_p> (12) unless otherwise permitted by informed shareholders in general meeting, to keep in confidence information relating to the Company acquired by him in the course of and during his tenure and not to use such information in purposes other than in furtherance of the interests of the Company, save that disclosure of such information to the court or other governmental authorities is permitted if:<_o3a_p> 1. disclosure is made pursuant to law;<_o3a_p> 2. the interests of the public require disclosure;<_o3a_p> 3. the interests of the relevant director, supervisor, manager and other senior management member require disclosure.<_o3a_p> | Article 185 Each of the Company's directors, supervisors, managers and other senior management members shall exercise his powers or carry out his duties in accordance with the principle of fiduciary and shall not put himself in a position where his duty and his interest may conflict.Such principle includes (without limitation) discharging the following obligations:<_o3a_p> (1) to act honestly in the best interests of the Company;<_o3a_p> (2) to exercise powers within the scope of his authorities and not to exceed those authorities;<_o3a_p> (3) to exercise the discretion vested in him personally and not to allow himself to act under the control of others and, unless and to the extent permitted by the laws, administrative regulations or with the informed consent of shareholders given in a general meeting, not to delegate the exercise of his discretion;<_o3a_p> (4) to treat shareholders of the same class equally and to treat shareholders of different classes fairly;<_o3a_p> (5) except in accordance with the Articles of Association or with the informed consent of shareholders given in general meeting, not to enter into any contract, transaction or arrangement with the Company;<_o3a_p> (6) without the informed consent of shareholders given in general meeting, not to use the Company's property for his own benefit by any means;<_o3a_p> (7) not to exploit his position to accept bribes or other illegal income or expropriate the Company's property by any means, including (without limitation) opportunities advantageous to the Company;<_o3a_p> (8) without the informed consent of shareholders given in general meeting, not to accept commissions in connection with the Company's transactions;<_o3a_p> (9) to abide by the Articles of Association, faithfully execute his duties and protect the Company's interests, and not to exploit his position and power in the Company to advance his own private interests;<_o3a_p> (10) not to compete with the Company in any form unless with the informed consent of shareholders given in general meeting;<_o3a_p> (11) not to misappropriate the Company's funds or to lend the Company's funds to others, not to open accounts in his own name or other names for the deposit of the Company's assets and not to provide guarantee for the debts of any shareholder(s) of the Company or other individual(s) with the Company's assets;<_o3a_p> (12) when disclosing the information of the Company, it shall follow the principles of truthfulness, accuracy, completeness, timeliness and fairness. Relevant directors, supervisors and senior management personnel shall also abide by the Company's behavioral norms for information release.<_o3a_p> (13) unless otherwise permitted by informed shareholders in general meeting, to keep in confidence information relating to the Company acquired by him in the course of and during his tenure and not to use such information in purposes other than in furtherance of the interests of the Company, save that disclosure of such information to the court or other governmental authorities is permitted if:<_o3a_p> 1. disclosure is made pursuant to law;<_o3a_p> 2. the interests of the public require disclosure;<_o3a_p> 3. the interests of the relevant director, supervisor, manager and other senior management member require disclosure.<_o3a_p> | |
20<_o3a_p> | Article 188 Except for circumstances prescribed in Article 52 of the Articles of Association, a director, supervisor, manager and other senior management member of the Company may be relieved of liability for specific breaches of his duty by the informed consent of shareholders given at a general meeting.<_o3a_p> | Article 188 Except for circumstances prescribed in Article 52 of the Articles of Association, a director, supervisor, manager and other senior management member of the Company may be relieved of liability for specific breaches of his duty by the informed consent of shareholders given at a general meeting.<_o3a_p> The Company shall, in strict accordance with the signed labor contracts, provide compensation to directors, supervisors and senior management personnel who have been dismissed in advance due to the Company's reasons. The compensation shall be in accordance with the principle of fairness, shall not damage the legitimate rights and interests of the Company, and shall not carry out interests transfer.<_o3a_p> | |
<_o3a_p>
According to the above amendments, the Company will accordingly amend the relevant serial number in the current Articles of Association, and the Procedure at General Meeting, the Board Meeting Procedures and the Rules of Procedures for the Supervisory Committee in the Bylaws of the Articles of Association.<_o3a_p>
<_o3a_p>
According tothe above opinions, the Company will amend relevant serial numbers of the Articles of Association and relevant contents of the Articles of Association (the Procedure at General Meeting, the Board Meeting Procedures and the Rules of Procedures for the Supervisory Committee). The Chairman of the Board or its authorized person shall, with the authorization of the general meeting, have the full authority to handle the amendments to the Articles of Association and the registration of industrial and commercial changes.<_o3a_p>
<_o3a_p>
Except for the above amendments, the other articles of the Articles of Association remain unchanged.<_o3a_p><_o3a_p>
This proposed amendment will take effect upon approval by the Company's 2nd extraordinary shareholders' meeting in 2019. A circular containing, among other things, further information on the proposed amendment, will be disclosedby the Company to the shareholders as soon as practicable.<_o3a_p><_o3a_p>
<_o3a_p>
By order of the Board<_o3a_p>
CSSC Offshore & Marine Engineering (Group) Company Limited<_o3a_p>
Li Zhidong<_o3a_p>Company Secretary<_o3a_p>
<_o3a_p>
Guangzhou, 7 November 2019<_o3a_p>
<_o3a_p>
As at the date of this announcement, the Board comprises eleven Directors, namely executive Directors Mr. Han Guangde, Mr. Chen Zhongqian, Mr. Chen Liping, Mr. Sheng Jigang, Mr. Xiang Huiming and Mr. Chen Ji, non-executive Director Mr. Shi Jun and independent non-executive Directors Mr. Wang Yichu, Mr. Min Weiguo, Mr. Liu Renhuai and Mr. Yu Shiyou.<_o3a_p><_o3a_p>Attachments
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COMEC - CSSC Offshore & Marine Engineering (Group) Company Limited published this content on 07 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 November 2019 10:04:09 UTC
