BEIJING DIGITAL TELECOM CO., LTD. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
北京迪信通商貿股份有限公司
Beijing Digital Telecom Co., Ltd.
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 6188)
PROPOSED REVISION TO THE BUSINESS SCOPE OF
THE COMPANY
AND
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The board of directors (the "Board") of Beijing Digital Telecom Co., Ltd. (the "Company") announces that the Board has proposed revision to the business scope of the Company and amendments to the articles of association of the Company (the "Articles of Association") at the Board meeting held on 27 February 2020.
PROPOSED REVISION TO THE BUSINESS SCOPE OF THE COMPANY
To reflect the latest development of the Company's business, the Board proposes to revise the Company's business scope, the details of which are set out as follows:
Contents before revision:
"Wholesale and retail of telecommunications devices, mobile telecommunications products, metal materials, office equipment, computers and peripherals, instruments; mobile phone repair services; technology consultancy and technical services."
Contents after revision:
"Wholesale and retail of telecommunications devices, electronic products, metal materials, office equipment, computers and peripherals, instruments, software and ancillary equipment, labour protection gears, office supplies, daily necessities, household appliances, timepieces, bags and suitcases, garments, shoes and hats, lighting equipment (with no physical store operation), gifts, cosmetics, infant products, toys, musical instruments, category-1,category-2 and category-3 medical equipment, healthcare products and food; mobile phone repair services; technology consultancy, technical services, technology development and technology transfer; import and export of goods and technology; and software development."
The above revision to the business scope is subject to final approval by the company registration authorities.
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This resolution will be submitted to the first extraordinary general meeting in 2020, to be held by the Company on 15 April 2020, for consideration and approval of the shareholders of the Company.
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Board proposes to make corresponding amendments (the "Amendments") to the Articles of Association in view of the fact that (1) the State Council of the People's Republic of China has issued the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to Overseas Listed Companies (Guo Han [2019] No. 97) 《( 國務院關於調整適用在境外上市公司召開股東大會通知期限等事項規定 的批覆》(國函[2019]97號)), stipulating that joint stock limited companies registered in the PRC and listed overseas shall comply with relevant requirements as set out in the Company Law of the People's Republic of China 《( 中華人民共和國公司法》) in respect of the notice period for convening general meetings, shareholders' rights to propose resolutions and the convening procedures; (2) the Chinese Securities Regulatory Commission has issued the Guidance on the Application for "Full Circulation" of Unlisted Domestic Shares of H-shareCompanies 《( H股公司境內未上市股份申請「全流通」業務指引》), pursuant to which the "Full Circulation" reform of H shares has taken place on a comprehensive scale, and the Company plans to make appropriate arrangements for the application for "Full Circulation" of H shares; and (3) some of the Company's registered information has changed or is planned to be adjusted.
Share repurchase of H Shares of the Company will be conducted in accordance with relevant requirements and restrictions under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), including but not limited to Rules 10.05, 10.06, 19A.24 and 19A.25 of the Listing Rules.
Details of the Amendments are set out in Appendix I to this announcement.
This resolution will be submitted to the first extraordinary general meeting in 2020, the first domestic shareholders class meeting in 2020 and the first H shareholders class meeting in 2020, to be held by the Company on 15 April 2020, for consideration and approval of the shareholders of the Company.
A circular containing, among others, the details of the proposed revision to the business scope of the Company and proposed amendments to the Articles of Association, together with the notices of the first extraordinary general meeting in 2020 and the first H shareholders class meeting in 2020 will be despatched to the shareholders of the Company on 28 February 2020.
By order of the Board
Beijing Digital Telecom Co., Ltd.
LIU Donghai
Chairman
Beijing, the PRC
27 February 2020
As at the date of this announcement, the executive directors of the Company are Mr. LIU Donghai, Mr. LIU Yajun, Mr. LIU Songshan and Ms. LIU Wencui; the non-executive directors of the Company are Mr. QI Xiangdong and Ms. XIN Xin; and the independent non-executive directors of the Company are Mr. LV Tingjie, Mr. LV Pingbo and Mr. ZHANG Senquan.
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Appendix I: Explanation Table of the Proposed Amendments to the Articles of Association
Explanation Table of the Proposed Amendments to the Articles of Association of
Beijing Digital Telecom Co., Ltd.
Number | Original Article | Amended Article | Main Basis of Amendments |
1. | Article 1 To safeguard the legitimate rights | Article 1 To safeguard the legitimate rights | In October 2019, the State Council issued |
and interests of Beijing Digital Telecom Co., Ltd. | and interests of Beijing Digital Telecom Co., Ltd. | the Reply of the State Council on the | |
(hereinafter referred to as the "Company"), its | (hereinafter referred to as the "Company"), its | Adjustment of the Notice Period of | |
shareholders and creditors, and to regulate the | shareholders and creditors, and to regulate the | Shareholders' Meetings and Other Matters | |
organization and activities of the Company, the Company | organization and activities of the Company, the Company | Applicable to Overseas Listed Companies, | |
has formulated the Articles of Association in accordance | has formulated the Articles of Association in accordance | which states that "the requirements on the | |
with the Company Law of the People's Republic of China | with the Company Law of the People's Republic of China | notice period of Shareholders' Meetings, | |
(hereinafter referred to as the "Company Law"), the | (hereinafter referred to as the "Company Law"), the | shareholders' proposal right and convening | |
Securities Law of the People's Republic of China | Securities Law of the People's Republic of China | procedures for joint stock limited | |
(hereinafter referred to as the "Securities Law"), the | (hereinafter referred to as the "Securities Law"), the | companies incorporated in China and listed | |
Special Regulations of the State Council on the Overseas | Special Regulations of the State Council on the Overseas | overseas shall be governed by the relevant | |
Offer and Listing of Shares by Joint Stock Limited | Offer and Listing of Shares by Joint Stock Limited | provisions under the Company Law of the | |
Companies (hereinafter referred to as the "Special | Companies (hereinafter referred to as the "Special | People's Republic of China, instead of the | |
Regulations"), the Mandatory Provisions for Articles of | Regulations"), the Reply of the State Council on the | provisions under the Articles 20 to 22 of the | |
Association of Companies to be Listed Overseas, the | Adjustment of the Notice Period of Shareholders' | Special Regulations of the State Council on | |
Document for Supplementary Modification Proposal on | Meetings and Other Matters Applicable to Overseas | the Overseas Offer and Listing of Shares by | |
Articles of Association of Companies Listed in Hong | Listed Companies, the Mandatory Provisions for Articles | Joint Stock Limited Companies". | |
Kong and the Rules Governing the Listing of Securities on | of Association of Companies to be Listed Overseas, the | ||
The Stock Exchange of Hong Kong Limited and other | Document for Supplementary Modification Proposal on | ||
relevant requirements under the laws and regulations. | Articles of Association of Companies Listed in Hong | ||
Kong and the Rules Governing the Listing of Securities on | |||
The Stock Exchange of Hong Kong Limited and other | |||
relevant requirements under the laws and regulations. | |||
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Number | Original Article | Amended Article | Main Basis of Amendments | ||||
2. | Article 2 The Company is a joint stock | Article 2 The Company is a joint stock | The Company's registration information | ||||
company with limited liability established in accordance | company with limited liability established in accordance | has been changed. | |||||
with the Company Law, the Special Regulations and other | with the Company Law, the Special Regulations and other | ||||||
relevant laws and regulations of China. The establishment | relevant laws and regulations of China. The establishment | ||||||
of the Company is approved by "Jing Shang Wu Zi Zi | of the Company is approved by "Jing Shang Wu Zi Zi | ||||||
[2009] No. 758" issued by Beijing Municipal Commission | [2009] No. 758" issued by Beijing Municipal Commission | ||||||
of Commerce. It is registered with and was granted a | of Commerce. It iswasregistered with and wasgranted a | ||||||
business licence by Beijing Administration Bureau of | business licence by Beijing Administration Bureau of | ||||||
Industry and Commerce on 28 December 2009. The | Industry and Commerce on 28 December 2009. The | ||||||
Company's | business | licence | number | is: | Company's business licence number is: | ||
110108002727434. | 110108002727434The existing unified social credibility | ||||||
code of the Company's business licence is | |||||||
The promoters of the Company are: Digital | 911100008029439243. | ||||||
Science & Technology Group Limited, Beijing Di Er Tong | |||||||
Consulting Company Limited, Beijing Rong Feng Tai | The promoters of the Company are: Digital | ||||||
Management and Consulting Company Limited, 3i | Science & Technology Group Limited, Beijing Di Er Tong | ||||||
Infocomm Limited, CDH Mobile (HK) Limited and Crown | Consulting Company Limited, Beijing Rong Feng Tai | ||||||
Flame Investment Limited. | Management and Consulting Company Limited, 3i | ||||||
Infocomm Limited, CDH Mobile (HK) Limited and Crown | |||||||
Flame Investment Limited. | |||||||
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Number | Original Article | Amended Article | Main Basis of Amendments |
3. | Article 8 These Articles of Association shall | Article 8 These Articles of Association shall | The government is undertaking reform and |
not be effective without the approval by special resolution | not be effective without the approval by special resolution | has ceased to use "Administration for | |
of shareholders at the Shareholders' Meeting and shall | of shareholders at the Shareholders' Meeting and shall | Industry and Commerce" or similar | |
become effective on the date on which the overseas-listed | become effective on the date on which the overseas-listed | expressions. | |
foreign shares, upon approval by relevant competent | foreign shares, upon approval by relevant competent | ||
authority of the PRC, are listed on The Stock Exchange of | authority of the PRC, are listed on The Stock Exchange of | ||
Hong Kong Limited (hereinafter referred to as "Hong | Hong Kong Limited (hereinafter referred to as "Hong | ||
Kong Stock Exchange") and shall replace the Articles of | Kong Stock Exchange") and shall replace the Articles of | ||
Association originally registered with the Administration | Association originally registered with the Administration | ||
for Industry and Commerce. | for Industry and Commercecompany registration | ||
authority. | |||
These Articles of Association shall be a legally | These Articles of Association shall be a legally | ||
binding public document that regulates the Company's | binding public document that regulates the Company's | ||
organization and activities, the rights and obligations | organization and activities, the rights and obligations | ||
between the Company and its shareholders as well as | between the Company and its shareholders as well as | ||
among the shareholders once it goes into effect. | among the shareholders once it goes into effect. | ||
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Number | Original Article | Amended Article | Main Basis of Amendments | |||
4. | Article 13 | The business scope of the | Article | 13 | The business scope of the | (1) The Company intends to adjust its |
Company is subject to the scope approved by the company | Company is subject to the scope approved by the company | business scope. | ||||
registration authority. | registration authority. | |||||
(2) Same as the basis for amendments to | ||||||
Scope of business: wholesale and retail of | Scope | of | business: wholesale and | item 3. | ||
telecommunications devices, mobile telecommunications | retail of telecommunications devices, mobile | |||||
products, metal materials, office equipment, computers | telecommunications productselectronic products, | |||||
and peripherals, instruments; mobile phone repair | metal materials, | office | equipment, computers and | |||
services; technology consultancy and technical services. | peripherals, instruments, software and ancillary | |||||
equipment, labour protection gears, office supplies, | ||||||
The Company may change its business scope | daily necessities, household appliances, timepieces, | |||||
and amend these Articles of Association in accordance | bags and suitcases, garment, shoes and hats, lighting | |||||
with law upon registration of change with the | equipment (with no physical store operation), gifts, | |||||
Administration for Industry and Commerce and with the | cosmetics, infant products, toys, musical instruments, | |||||
approval of shareholders at the Shareholders' Meeting. | category-1,category-2 and category-3 medical | |||||
equipment, healthcare products and food; mobile phone | ||||||
repair services; technology consultancy and,technical | ||||||
services, technology development and technology | ||||||
transfer; import and export of goods and technology; | ||||||
and software development. | ||||||
The Company may change its business scope | ||||||
and amend these Articles of Association in accordance | ||||||
with law upon registration of change with Administration | ||||||
for Industry and Commercecompany registration | ||||||
authorityand with the approval of shareholders at the | ||||||
Shareholders' Meeting. | ||||||
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Number | Original Article | Amended Article | Main Basis of Amendments | ||
5. | Article 18 | Domestic shares refer to the | Article 18 | Domestic shares refer to the | In November 2019, the China Securities |
shares denominated in Renminbi issued by the Company | shares denominated in Renminbi issued by the Company | Regulatory Commission issued the | |||
to domestic investors. Foreign shares refer to the shares | to domestic investors. Foreign shares refer to the shares | Guidelines for the "Full Circulation" | |||
denominated in foreign currencies issued by the Company | denominated in foreign currencies issued by the Company | Application for Domestic Unlisted Shares | |||
to overseas investors and the shares held by foreign | to overseas investors and the shares held by foreign | of H-share Listed Companies, pursuant to | |||
investors. Those foreign shares listed overseas are referred | investors. Those shares issued by the Company and | which the "Full Circulation" reform of H | |||
to as overseas-listed foreign shares (of which those listed | listed overseas (includingforeign shares listed overseas | shares has taken place on a comprehensive | |||
in Hong Kong can be referred to as H shares), and those | and domestic shares approved by the securities | scale. The Company plans to make | |||
foreign shares (unlisted overseas) are referred to as | regulatory authorities of the State Council and | appropriate arrangement for the application | |||
non-listed foreign shares. | overseas securities exchange to list overseas)are | of "Full Circulation" of its H shares. | |||
referred to as overseas-listedforeignshares (of which | |||||
Unless otherwise specified in these Articles of | those listed in Hong Kong can be referred to as H shares), | ||||
Association, holders of domestic shares and foreign shares | and those foreignshares (unlisted overseas) are referred to | ||||
are both holders of ordinary shares and shall have the same | as non-listedforeignshares. | ||||
rights and obligations. | |||||
Unless otherwise specified in these Articles of | |||||
Association, holders of domestic shares and holders of | |||||
foreign shares are both holders of ordinary shares and | |||||
shall have the same rights and obligations. | |||||
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Number | Original Article | Amended Article | Main Basis of Amendments | ||||||||||
6. | Article 20 The total number of ordinary shares | Article 20 The total number of ordinary shares | Same as the basis for amendments to | ||||||||||
issued by the Company is 732,460,400 shares, comprising | issued by the Company is 732,460,400 shares, comprising | item 5. | |||||||||||
337,700,000 domestic shares and 394,760,400 H shares. | 337,700,000 domestic shares and 394,760,400 Hforeign | ||||||||||||
The following is the shareholding structure of the | shares. The following is the shareholding structure of | ||||||||||||
Company: | the Company: | ||||||||||||
No. | Shareholders | Number of | Percentage of | Shareholders | Number of | Percentage of | |||||||
shares held | shareholding | No. | |||||||||||
shares held | shareholding | ||||||||||||
Digital Science & | |||||||||||||
1 | Digital Science & | ||||||||||||
Technology | 211,400,000 | 28.86% | 1 | Technology | 211,400,000 | 28.86% | |||||||
Group Limited | Group Limited | ||||||||||||
Beijing Di Er Tong | |||||||||||||
Beijing Di Er Tong | |||||||||||||
2 | Consulting | 101,300,000 | 13.83% | 2 | Consulting | 101,300,000 | 13.83% | ||||||
Company Limited | Company Limited | ||||||||||||
Chengmai Dixin | |||||||||||||
3 | 17,500,000 | 2.39% | Chengmai Dixin | 17,500,000 | 2.39% | ||||||||
Changqing Investment Centre | 3 | Changqing Investment Centre | |||||||||||
(Limited Partnership) | (Limited Partnership) | ||||||||||||
Beijing Rong Feng Tai | 7,500,000 | 1.02% | |||||||||||
Beijing Rong Feng Tai | 7,500,000 | 1.02% | |||||||||||
4 | Management and | 4 | Management and | ||||||||||
Consulting Company | Consulting Company | ||||||||||||
Limited | Limited | ||||||||||||
Other holders of foreign | |||||||||||||
5 | 394,760,400 | 53.90% | 5 | Other holders of foreign | 394,760,400 | 53.90% | |||||||
shares (H Share) | shares (H Share) | ||||||||||||
Total | 732,460,400 | 100% | |||||||||||
Total | 732,460,400 | 100% | |||||||||||
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Number | Original Article | Amended Article | Main Basis of Amendments | ||
7. | Article 21 | Subject to approval by the | Article 21 | Subject to approval by the | Same as the basis for amendments to item 5. |
securities regulatory authorities of the State Council of the | securities regulatory authorities of the State Council of the | ||||
plans of the Company to issue overseas-listed foreign | plans of the Company to issue overseas-listedforeign | ||||
shares or domestic shares, and after the authorization by | shares or domesticshares, and after the authorization by | ||||
shareholders at a general meeting, the Board of the | shareholders at a general meeting, the Board of the | ||||
Company may arrange for separate issuance of shares. | Company may arrange for separateissuance of shares. | ||||
The Company is entitled to implement its | The Company is entitled to implement its | ||||
respective plans to issue overseas-listed foreign shares or | respective plans to issue overseas-listed foreign shares or | ||||
domestic shares pursuant to the preceding paragraph | domestic shares pursuant to the preceding paragraph | ||||
within 15 months after the approval date by the securities | within 15 months after the approval date by the securities | ||||
regulatory authorities of the State Council. | regulatory authorities of the State Council. | ||||
The shareholders holding unlisted shares of the | The shareholders holding unlisted shares of the | ||||
Company may trade their shares overseas after obtaining | Company may trade their shares overseas after obtaining | ||||
relevant approvals from the securities regulatory | relevant approvals from the securities regulatory | ||||
authorities of the State Council. Such trading on the | authorities of the State Council. Such trading on the | ||||
overseas securities exchange shall comply with relevant | overseas securities exchange shall comply with relevant | ||||
overseas regulatory procedures, regulations and | overseas regulatory procedures, regulations and | ||||
requirements. No class shareholders' meeting is required | requirements. No Shareholders' Meeting orclass | ||||
for the trading of abovementioned shares on overseas | shareholders' meeting is required for the trading of | ||||
securities. | abovementioned shares on overseas securities. | ||||
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Number | Original Article | Amended Article | Main Basis of Amendments | |
8. | Article 32 The Company may repurchase its | Article 32 The Company may repurchase its | Amendments were made to the revision of | |
shares upon the approval by relevant competent authorities | shares upon the approval by relevant competent authorities | the Company Law of the People's Republic | ||
of China and according to the procedures set forth in these | of China and according to the procedures set forth in these | of China on adjusting the excluded | ||
Articles of Association under the circumstances below: | Articles of Association under the circumstances below: | situations in companies acquiring their own | ||
shares and | the requirements of the | |||
(1) cancellation of shares for the purpose of | (1) cancellation of shares for the purpose of | Mandatory Provisions for Articles of | ||
reducing its capital; | reducing its capital; | Association of Companies to be Listed | ||
(2) merging with other companies that hold | (2) merging with other companies that hold | Overseas 《( | 到境外上市公司章程必備條 | |
shares in the Company; | shares in the Company; | 款》), by taking into account the Decision | ||
(3) awarding shares to the employees of the | (3) awarding shares to the employees of the | by the Standing Committee of the National | ||
Company; | Company; | People's Congress Regarding the | ||
(4) shareholders objecting to resolutions of | (4) shareholders objecting to resolutions of | Amendments to the Company Law of the | ||
the general meeting of shareholders concerning merger or | the general meeting of shareholders concerning merger | People's Republic of China 《( 全國人民代 | ||
division of the Company, requiring the Company to buy | or division of the Company, requiring the Company to | 表大會常務委員會關於修改＜中華人民共 | ||
their shares. | buy their shares. | 和國公司法＞的決定》) issued in October | ||
(5) Other circumstances as permitted by | (5)(3)Other circumstances as permitted by | 2018. | ||
relevant laws and administrative regulations and the | relevant laws and administrative regulations and the | |||
securities regulatory authorities of the place where the | securities regulatory authorities of the place where the | |||
shares of the Company are listed. | shares of the Company are listed. | |||
Repurchase of the Company's shares for | Repurchase of the Company's shares for | |||
reasons set out in Clauses (1) to (3) of this Article shall be | reasons set out in Clauses (1) to (3) of this Article shall | |||
subject to resolution at a general meeting of shareholders. | be subject to resolution at a general meeting of | |||
After the Company has repurchased its shares in | shareholders. After the Company has repurchased its | |||
accordance with Clause (1) of this Article, such shares | shares in accordance with Clause (1) of this Article, | |||
shall be cancelled within 10 days after repurchase, or shall | such shares shall be cancelled within 10 days after | |||
be transferred or cancelled within 6 months in the | repurchase, or shall be transferred or cancelled within | |||
circumstances set out in Clauses (2) and (4). Shares | 6 months in the circumstances set out in Clauses (2) | |||
repurchased by the Company in accordance with Clause | and (4). Shares repurchased by the Company in | |||
(3) of this Article shall not exceed 5% of the total shares | accordance with Clause (3) of this Article shall not | |||
issued by the Company; and the shares repurchased shall | exceed 5% of the total shares issued by the Company; | |||
be transferred to employees within one year; the | and the shares repurchased shall be transferred to | |||
repurchase cost shall be covered by the after-tax profit of | employees within one year; the repurchase cost shall be | |||
the Company. | covered by the after-tax profit of the Company. | |||
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Number | Original Article | Amended Article | Main Basis of Amendments | |
9. | Article 35 After the Company repurchases | Article 35 | After the Company repurchases | Same as the basis for amendments to item 3. |
shares in accordance with law, it shall cancel or transfer | shares in accordance with law, it shall cancel or transfer | |||
such shares within the period specified by laws and | such shares within the | period specified by laws and | ||
administrative regulations, and shall apply to the | administrative regulations, and shall apply to | |||
Administration for Industry and Commerce for change in | Administration for Industry and Commercecompany | |||
registered capital or shareholding and make | registration authorityfor change in registered capital or | |||
announcement accordingly. | shareholding and make announcement accordingly. | |||
The aggregate par value of the cancelled shares | The aggregate par value of the cancelled shares | |||
shall be deducted from the Company's registered capital. | shall be deducted from the Company's registered capital. | |||
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Number | Original Article | Amended Article | Main Basis of Amendments | |||||
10. | Article 42 | The Company shall have a | Article 42 | The Company shall have | a | Same as the basis for amendments to item 5. | ||
register of shareholders to record the following matters: | register of shareholders to record the following matters: | |||||||
(1) | the name (title), address (residence), | (1) | the name (title), address (residence), | |||||
occupation or nature of business of each shareholder; | occupation or nature of business of each shareholder; | |||||||
(2) | the class and number of the shares of each | (2) | the class and number of the shares of each | |||||
holder; | holder; | |||||||
(3) | the payment made or payable amount for | (3) | the payment made or payable amount for | |||||
the shares of each holder; | the shares of each holder; | |||||||
(4) | the certificate numbers of the shares of | (4) | the certificate numbers of the shares | of | ||||
each holder; | each holder; | |||||||
(5) | the date on which each shareholder is | (5) | the date on which each shareholder is | |||||
entered in the register as a shareholder of the Company; | entered in the register as a shareholder of the Company; | |||||||
(6) | the date on which each shareholder ceases | (6) | the date on which each shareholder ceases | |||||
to be a shareholder of the Company. | to be a shareholder of the Company. | |||||||
Unless there is evidence to the contrary, the | Unless there is evidence to the contrary, the | |||||||
register of shareholders shall be sufficient evidence of the | register of shareholders shall be sufficient evidence of the | |||||||
shareholders' shareholdings in the Company. | shareholders' shareholdings in the Company. |
Upon the approval by the securities regulatory authority under the State Council and the Hong Kong Stock Exchange, for domestic shares transferred into overseas-listed shares and listed and traded in the Hong Kong Stock Exchange, such shares after registration are registered in the Company's register of members in the name of HKSCC Nominees Limited and recorded in the Hong Kong Securities Clearing Company Limited's account system as China Securities Depository and Clearing (Hong Kong) Company Limited.
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Number | Original Article | Amended Article | Main Basis of Amendments | |
Where two or more persons are registered as | Where two or more persons are registered as | |||
joint shareholders of any shares, they should be deemed as | joint shareholders of any shares, they should be deemed as | |||
joint owners of relevant shares subject to the followings: | joint owners of relevant shares subject to the followings: | |||
(1) the Company does not have to register | (1) the Company does not have to register | |||
more than 4 persons as joint shareholders of any shares; | more than 4 persons as joint shareholders of any shares; | |||
(2) the joint shareholders shall, together or | (2) the joint shareholders shall, together or | |||
individually, pay the amounts payable for relevant shares; | individually, pay the amounts payable for relevant shares; | |||
(3) if any of the joint shareholders dies, only | (3) if any of the joint shareholders dies, only | |||
the surviving joint shareholders may be deemed as holders | the surviving joint shareholders may be deemed as holders | |||
of relevant share of the Company, but the Board of | of relevant share(s) of the Company, but the Board of | |||
Directors is entitled to require the death certificate which | Directors is entitled to require the death certificate which | |||
it considers to be proper as regard to the amendment to the | it considers to be proper as regard to the amendment to the | |||
register of shareholders; | register of shareholders; | |||
(4) as regard to the joint shareholders for any | (4) as regard to the joint shareholders for any | |||
share, only the person whose name is at the first place on | share, only the person whose name is at the first place on | |||
the register of shareholders has the rights to receive the | the register of shareholders has the rights to receive the | |||
certificate of relevant shares and notice from the Company | certificate of relevant shares and notice from the Company | |||
and to attend or exercise all of the votes relating to the | and to attend or exercise all of the votes relating to the | |||
shares. The notice which is serviced on the | shares. The notice which is serviced on | the | ||
above-mentioned person should be deemed to be serviced | above-mentioned person should be deemed to be serviced | |||
on all of the joint shareholders of relevant shares. | on all of the joint shareholders of relevant shares. | |||
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Number | Original Article | Amended Article | Main Basis of Amendments |
11. | Article 43 The Company may maintain the | Article 43 The Company may maintain the | Same as the basis for amendments to item 5. |
register of shareholders of overseas-listed foreign shares | register of shareholders of overseas-listedforeignshares | ||
and appoint an overseas agent to manage the register of | and appoint an overseas agent to manage the register of | ||
shareholders in accordance with the memorandum of | shareholders in accordance with the memorandum of | ||
understanding or agreement concluded with the securities | understanding or agreement concluded with the securities | ||
regulatory authorities of the State Council and overseas | regulatory authorities of the State Council and overseas | ||
securities regulatory authorities. | securities regulatory authorities. | ||
The original register of shareholders for | The original register of shareholders for | ||
foreign shares listed in Hong Kong shall be maintained in | foreign overseas-listedshares listed in Hong Kong shall | ||
Hong Kong. A duplicate copy of the register of | be maintained in Hong Kong. A duplicate copy of the | ||
shareholders for the holders of overseas-listed foreign | register of shareholders for the holders of overseas-listed | ||
shares shall be maintained at the Company's residence. | foreignshares shall be maintained at the Company's | ||
The appointed overseas agent(s) shall at all times ensure | residence. The appointed overseas agent(s) shall at all | ||
consistency between the original and the duplicate copy of | times ensure consistency between the original and the | ||
the register of shareholders of overseas-listed foreign | duplicate copy of the register of shareholders of | ||
shares. | overseas-listedforeignshares. | ||
In the event of any inconsistency between the | In the event of any inconsistency between the | ||
original and the duplicate copy of the register of | original and the duplicate copy of the register of | ||
shareholders for overseas-listed foreign shares, the | shareholders for overseas-listedforeignshares, the | ||
original register of shareholders shall prevail. | original register of shareholders shall prevail. | ||
- 14 -
Number | Original Article | Amended Article | Main Basis of Amendments |
12. | Article 44 The Company shall maintain a | Article 44 The Company shall maintain a | Same as the basis for amendments to item 5. |
complete register of shareholders. | complete register of shareholders. | ||
The register of shareholders shall include: | The register of shareholders shall include: | ||
(1) the register of shareholders that is | (1) the register of shareholders that is | ||
maintained at the Company's residence (other than those | maintained at the Company's residence (other than those | ||
share registers described in Clause (2) and Clause (3) | share registers described in Clause (2) and Clause (3) | ||
below); | below); | ||
(2) the register of shareholders in respect of the | (2) the register of shareholders in respect of the | ||
holders of overseas-listed foreign shares that is | holders of overseas-listedforeignshares that is | ||
maintained in the same place as the overseas stock | maintained in the same place as the overseas stock | ||
exchange on which the shares are listed; | exchange on which the shares are listed; | ||
(3) the registers of shareholders that are | (3) the registers of shareholders that are | ||
maintained in such other places as the Board of Directors | maintained in such other places as the Board of Directors | ||
may consider necessary for the purpose of listing the | may consider necessary for the purpose of listing the | ||
Company's shares. | Company's shares. | ||
- 15 -
Number | Original Article | Amended Article | Main Basis of Amendments |
13. | Article 46 All overseas-listed foreign shares | Article 46 All overseas-listedforeignshares | Same as the basis for amendments to item 5. |
shall be transferred by instrument in writing in any usual | shall be transferred by instrument in writing in any usual | ||
or common form or any other form which the directors | or common form or any other form which the directors | ||
may approve. The instrument of transfer of any share may | may approve. The instrument of transfer of any share may | ||
be signed by hand without seal. In the event that the | be signed by hand without seal. In the event that the | ||
transferor or transferee of the shares of the Company is a | transferor or transferee of the shares of the Company is a | ||
recognized clearing house defined by Hong Kong laws | recognized clearing house defined by Hong Kong laws | ||
(hereinafter referred to as "Recognized Clearing House") | (hereinafter referred to as "Recognized Clearing House") | ||
or its agent, the instruments of transfer may be signed in | or its agent, the instruments of transfer may be signed in | ||
mechanically-printed form. | mechanically-printed form. | ||
Fully paid overseas-listed foreign shares which | Fully paid overseas-listedforeignshares which | ||
are listed in Hong Kong may be freely transferred pursuant | are listed in Hong Kong may be freely transferred pursuant | ||
to these Articles of Association. However, unless the | to these Articles of Association. However, unless the | ||
transfer complies with the following conditions, the Board | transfer complies with the following conditions, the Board | ||
of Directors may refuse the recognition of any transfer | of Directors may refuse the recognition of any transfer | ||
documents without stating any reasons therefor: | documents without stating any reasons therefor: | ||
(1) That transferring and other documents | (1) That transferring and other documents | ||
relating to or affecting the title to any registered securities | relating to or affecting the title to any registered securities | ||
shall be registered and the fee or fees levied pursuant to | shall be registered and the fee or fees levied pursuant to | ||
the Rules Governing the Listing of Securities on the Hong | the Rules Governing the Listing of Securities on the Hong | ||
Kong Stock Exchange is/are paid to the Company; | Kong Stock Exchange is/are paid to the Company; | ||
- 16 -
Number | Original Article | Amended Article | Main Basis of Amendments | |||
(2) The transferring documents relate only to | (2) The transferring documents relate only to | |||||
the overseas-listed foreign shares listed in Hong Kong; | the overseas-listedforeignshares listed in Hong Kong; | |||||
(3) | The stamp duty payable on the | (3) | The stamp duty payable on | the | ||
transferring documents had been paid; | transferring documents has been paid; | |||||
(4) | The provision of the relevant share | (4) | The provision of the relevant share | |||
certificate(s) and the evidences for having the right to | certificate(s) and the evidences for having the right to | |||||
transfer stock be reasonably required by the board of | transfer stock are reasonably required by the board of | |||||
directors; | directors; | |||||
(5) If the stock is to be transferred to joint | (5) If the stock is to be transferred to joint | |||||
owners, the number of the joint owners shall not exceed | owners, the number of the joint owners shall not exceed | |||||
four; and | four; and | |||||
(6) The stock is free from all lien. | (6) The stock is free from all lien. | |||||
If the Company refuses to register any transfer | If the Company refuses to register any transfer | |||||
of shares, the Company shall within two months of formal | of shares, the Company shall within two months of formal | |||||
application for the transfer provide the transferor and | application for the transfer provide the transferor and | |||||
transferee with a notice of refusal to register such transfer. | transferee with a notice of refusal to register such transfer. | |||||
- 17 -
Number | Original Article | Amended Article | Main Basis of Amendments | |||
14. | Article 49 | Any holders of overseas-listed | Article 49 | Any holders of overseas-listed | Same as the basis for amendments to item 5. | |
foreign shares may transfer by the standard form of | foreignshares may transfer by the standard form of | |||||
transfer of the place of listing or the form of transfer | transfer of the place of listing or the form of transfer | |||||
signed or bearing machine printed signatures all or any | signed or bearing machine printed signatures all or any | |||||
part of his/her shares. Transfer of the shares held by | part of his/her shares. Transfer of the shares held by | |||||
holders of non-listed foreign shares is subject to the | holders of non-listed | foreign | shares is subject to the | |||
applicable laws and regulations of China. | applicable laws and regulations of China. | |||||
15. | Article 54 | Applications for a replacement | Article 54 Applications for a replacement | Same as the basis for amendments to item 5. | ||
share certificate by shareholders of domestic shares and | share certificate by shareholders of domestic shares and | |||||
non-listed foreign shares shall be addressed pursuant to | non-listedforeignshares shall be addressed pursuant to | |||||
relevant requirements of the Company Law. | relevant requirements of the Company Law. | |||||
16. | Article 55 | Applications for a replacement | Article 55 Applications for a replacement | Same as the basis for amendments to item 5. | ||
share certificate by holders of overseas-listed foreign | share certificate by holders of overseas-listedforeign | |||||
shares shall be addressed pursuant to the laws, the rules of | shares shall be addressed pursuant to the laws, the rules of | |||||
the stock exchange, or other relevant regulations of the | the stock exchange, or other relevant regulations of the | |||||
jurisdiction in which the original register of shareholders | jurisdiction in which the original register of shareholders | |||||
for overseas-listed foreign shares is maintained. | for overseas-listedforeignshares is maintained. | |||||
- 18 -
Number | Original Article | Amended Article | Main Basis of Amendments |
17. | Article 56 With respect to holders of foreign | Article 56 With respect to holders of foreign | Same as the basis for amendments to item 5. |
shares listed in Hong Kong who have lost their share | shares overseas-listedshares of the Companylisted in | ||
certificates and file an application to the Company for a | Hong Kong who have lost their share certificates and file | ||
new share certificate, it shall be handled in compliance | an application to the Company for a new share certificate, | ||
with the following requirements: | it shall be handled in compliance with the following | ||
requirements: | |||
(1) The applicant shall submit an application | (1) The applicant shall submit an application | ||
to the Company in a prescribed form along with a | to the Company in a prescribed form along with a | ||
notarization or a statutory declaration stating the grounds | notarization or a statutory declaration stating the grounds | ||
upon which the application is made and the circumstances | upon which the application is made and the circumstances | ||
and evidence of the loss. Moreover, the applicant shall | and evidence of the loss. Moreover, the applicant shall | ||
declare that no other person shall be entitled to have | declare that no other person shall be entitled to have | ||
his/her name entered into the register of shareholders with | his/her name entered into the register of shareholders with | ||
respect to the relevant shares; | respect to the relevant shares; | ||
(2) The Company shall not have received any | (2) The Company shall not have received any | ||
declaration made by any person other than the applicant | declaration made by any person other than the applicant | ||
declaring that his/her name shall be entered into the | declaring that his/her name shall be entered into the | ||
register of shareholders with respect to such shares prior | register of shareholders with respect to such shares prior | ||
to the issue of a replacement share certificate to the | to the issue of a replacement share certificate to the | ||
applicant; | applicant; | ||
(3) In the event that the Company intends to | (3) In the event that the Company intends to | ||
issue a replacement share certificate to an applicant, it | issue a replacement share certificate to an applicant, it | ||
shall publish an announcement of such intention at least | shall publish an announcement of such intention at least | ||
once every 30 days within a period of 90 days in the | once every 30 days within a period of 90 days in the | ||
newspaper as prescribed by the Board; | newspaper as prescribed by the Board; | ||
- 19 -
Number | Original Article | Amended Article | Main Basis of Amendments | ||
(4) | Prior to its publication, the Company | (4) | Prior to its publication, the Company | ||
shall deliver, to the stock exchange on which its shares are | shall deliver, to the stock exchange on which its shares are | ||||
listed, a copy of aforementioned announcement. The | listed, a copy of the aforementioned announcement. The | ||||
Company may publish the announcement upon receipt of | Company may publish the announcement upon receipt of | ||||
confirmation from such stock exchange confirming the | confirmation from such stock exchange confirming the | ||||
announcement has been exhibited on the premises of said | announcement has been exhibited on the premises of said | ||||
stock exchange. Such announcement shall be exhibited on | stock exchange. Such announcement shall be exhibited on | ||||
the premises of the stock exchange for a period of 90 days. | the premises of the stock exchange for a period of 90 days. | ||||
In case an application for a replacement share certificate is | In case an application for a replacement share certificate is | ||||
made without the consent of the registered holder of the | made without the consent of the registered holder of the | ||||
relevant shares, the Company shall deliver, by mail, to | relevant shares, the Company shall deliver, by mail, to | ||||
such registered shareholder a copy of the announcement to | such registered shareholder a copy of the announcement to | ||||
be published; | be published; | ||||
(5) | Upon expiration of the 90-day period | (5) | Upon expiration of the 90-day period | ||
referred to in the Clauses (3) and (4) of this Article, the | referred to in the Clauses (3) and (4) of this Article, the | ||||
Company may issue the replacement share certificate to | Company may issue the replacement share certificate to | ||||
the applicant in the event that the Company has not | the applicant in the event that the Company has not | ||||
received any objections from any person with respect to | received any objections from any person with respect to | ||||
the issuance of a replacement share certificate; | the issuance of a replacement share certificate; | ||||
(6) When the Company issues a replacement | (6) When the Company issues a replacement | ||||
share certificate pursuant to the provisions of this Article, | share certificate pursuant to the provisions of this Article, | ||||
it shall cancel the original share certificate and record the | it shall cancel the original share certificate and record the | ||||
cancellation of said original share certificate, along with | cancellation of the said original share certificate, along | ||||
the issuance of the replacement share certificate in the | with the issuance of the replacement share certificate in | ||||
register of shareholders; | the register of shareholders; | ||||
(7) All expenses relating to the cancellation | (7) All expenses relating to the cancellation | ||||
of the original share certificate and the issuance of a | of the original share certificate and the issuance of a | ||||
replacement share certificate shall be borne by the | replacement share certificate shall be borne by the | ||||
applicant, and the Company shall have the right to refuse | applicant, and the Company shall have the right to refuse | ||||
to take any action until reasonable guarantee is provided | to take any action until reasonable guarantee is provided | ||||
by the applicant. | by the applicant. | ||||
- 20 -
Number | Original Article | Amended Article | Main Basis of Amendments | ||
18. | Article 60 The Company's shareholders of | Article 60 The Company's shareholders of | The former State Administration for | ||
ordinary shares shall enjoy the following rights: | ordinary shares shall enjoy the following rights: | Industry and Commerce issued the Notice | |||
of Suspension of Annual Inspection of | |||||
(1) the right to receive dividends and other | (1) the right to receive dividends and other | Enterprises (GSQZ [2014] No. 28) in | |||
distributions proportional to the number of shares held; | distributions proportional to the number of shares held; | February 2014, and decided to stop the | |||
(2) | the right to attend Shareholders' | (2) | the right to attend Shareholders' | annual inspection of enterprises with | |
Meeting either in person or by proxy and exercise the | Meetings either in person or by proxy and exercise the | business licenses from 1 March 2014. | |||
voting right; | voting right; | ||||
(3) | the right to supervise, advise on or | (3) | the right to supervise, advise on or | ||
inquire about the operating activities of the Company; | inquire about the operating activities of the Company; | ||||
(4) | the right to transfer the shares held | (4) | the right to transfer the shares held | ||
according to laws and regulations and these Articles of | according to laws and regulations and these Articles of | ||||
Association; | Association; | ||||
(5) | the right to be provided with relevant | (5) | the right to be provided with relevant | ||
information in accordance with provisions of these | information in accordance with the provisions of these | ||||
Articles of Association, including: | Articles of Association, including: | ||||
1. | to obtain a copy of these Articles of | 1. | to obtain a copy of these Articles of | ||
Association, subject to payment of the cost; | Association, subject to payment of the cost; | ||||
- 21 -
Number | Original Article | Amended Article | Main Basis of Amendments | ||
2. to inspect and to make duplicate copies, | 2. to inspect and to make duplicate copies, | ||||
subject to payment at a reasonable charge, of the | subject to payment at a reasonable charge, of the | ||||
followings: | followings: | ||||
(1) | all parts of the register of shareholders; | (1) | all parts of the register of shareholders; | ||
(2) | personal profiles of the Company's | (2) | personal profiles of the Company's | ||
Directors, Supervisors, General Manager and other | Directors, Supervisors, General Manager and other | ||||
members of senior management including: their present | members of senior management including: their present | ||||
and former names and aliases; their principal addresses | and former names and aliases; their principal addresses | ||||
(residence); their nationalities; their full-time and all | (residence); their nationalities; their full-time and all | ||||
other part-time occupations and duties; their identification | other part-time occupations and duties; their identification | ||||
documents and the numbers thereof. | documents and the numbers thereof. | ||||
(3) | report(s) on the Company's share capital; | (3) | report(s) on the Company's share capital; | ||
(4) | the latest audited financial report, the | (4) | the latest audited financial report, the | ||
report of the Board of Directors, the report of auditors, and | report of the Board of Directors, the report of auditors, and | ||||
the report of the Board of Supervisors of the Company; | the report of the Board of Supervisors of the Company; | ||||
(5) | special resolutions of the Company; | (5) | special resolutions of the Company; | ||
- 22 -
Number | Original Article | Amended Article | Main Basis of Amendments | ||
(6) report(s) showing the aggregate par | (6) | report(s) showing the aggregate | par | ||
value, number, maximum and minimum price paid with | value, number, maximum and minimum price paid with | ||||
respect to each class of shares repurchased by the | respect to each class of shares repurchased by the | ||||
Company since the end of the last financial year, and the | Company since the end of the last financial year, and the | ||||
aggregate amount incurred by the Company for this | aggregate amount incurred by the Company for this | ||||
purpose; | purpose; | ||||
(7) a copy of the annual inspection report | (7) a copy of the annual inspection report | ||||
that has been filed with the administration of industry | that has been filed with the administration of industry | ||||
and commerce or other competent authorities in | and commerce or other competent authorities in | ||||
China; and | China; and | ||||
(8) minutes of Shareholders' Meeting. | (87) minutes of the Shareholders' Meeting. | ||||
The Company shall make available the | The Company shall make available the | ||||
documents mentioned in Clauses (1) to (8) other than | documents mentioned in Clauses (1) to (87) other than | ||||
Clause (2) above and other applicable documents at its | Clause (2) above and other applicable documents at its | ||||
Hong Kong office for inspection, free of charge, by the | Hong Kong office for inspection, free of charge, by the | ||||
public and shareholders in accordance with requirements | public and shareholders in accordance with requirements | ||||
of the Rules Governing the Listing of Securities on the | of the Rules Governing the Listing of Securities on the | ||||
Hong Kong Stock Exchange (the documents mentioned in | Hong Kong Stock Exchange (the documents mentioned in | ||||
Clause (8) shall be available for inspection by | Clause (87) shall be available for inspection by | ||||
shareholders only). | shareholders only). | ||||
If any shareholder needs to access the relevant | If any shareholder needs to access the relevant | ||||
information as set out in the preceding article, the said | information as set out in the preceding article, the said | ||||
shareholder shall provide the Company with written | shareholder shall provide the Company with written | ||||
documents evidencing the type and number of shares held | documents evidencing the type and number of shares held | ||||
by the said shareholder, and the Company shall provide | by the said shareholder, and the Company shall provide | ||||
such information as required by the said shareholder upon | such information as required by the said shareholder upon | ||||
authentication of the shareholder. | authentication of the shareholder. | ||||
- 23 -
Number | Original Article | Amended Article | Main Basis of Amendments |
(6) the right to receive distribution of the | (6) the right to receive distribution of the | ||
remaining assets proportional to the number of shares held | remaining assets proportional to the number of shares held | ||
when the Company dissolves or liquidates; | when the Company dissolves or liquidates; | ||
(7) other rights conferred by the laws and | (7) other rights conferred by the laws and | ||
regulations and these Articles of Association. | regulations and these Articles of Association. | ||
The Company shall not otherwise stay or | The Company shall not otherwise stay or | ||
infringe any rights attached to any shares on the sole basis | infringe any rights attached to any shares on the sole basis | ||
that the holders of such shares with direct or indirect | that the holders of such shares with direct or indirect | ||
interests in such shares have failed to disclose the said | interests in such shares have failed to disclose the said | ||
interests to the Company. | interests to the Company. | ||
- 24 -
Number | Original Article | Amended Article | Main Basis of Amendments |
19. | Article 68 When the Company convenes the | Article 68 When the Company convenes the | Same as the basis for amendments to item 1. |
general meeting, written notices of the meeting shall be | annualgeneral meeting, written notices of the meeting | ||
provided in no less than 45 days prior to the date of the | shall be provided in no less than 45 days20 business days | ||
meeting to notify all the shareholders registered in the | prior to the date of the meeting to notify all the | ||
register of shares with respect to the matters to be | shareholders registered in the register of shares with | ||
considered, and the date and the place of the meeting. A | respect to the matters to be considered, and the date and | ||
shareholder who intends to attend the meeting shall | the place of the meeting. A shareholder who intends to | ||
deliver his written reply concerning his attendance in no | attend the meeting shall deliver his written reply | ||
less than 20 days before the date of the meeting. | concerning his attendance in no less than 20 days | ||
before the date of the meeting.A written notice shall be | |||
In the case that the rules of the securities | given 10 business days or 15 days (whichever is earlier) | ||
regulatory body or the stock exchange in the place where | prior to the convening of the extraordinary general | ||
the shares of the Company are listed require the Company | meeting. | ||
to send out, mail, deliver, distribute, announce or by other | |||
means provide relevant documents of the Company in both | In the case that the rules of the securities | ||
the Chinese and English language, if after the Company | regulatory body or the stock exchange in the place where | ||
has made proper arrangement to determine whether its | the shares of the Company are listed require the Company | ||
shareholders wish to receive either the English version or | to send out, mail, deliver, distribute, announce or by other | ||
the Chinese version only, the Company may, within the | means provide relevant documents of the Company in both | ||
scope permitted by the applicable laws and regulations | the Chinese and English language, if after the Company | ||
and according to such applicable laws and regulations, | has made proper arrangement to determine whether its | ||
send to the relevant shareholders the English version or | shareholders wish to receive either the English version or | ||
the Chinese version only (in accordance with the wishes as | the Chinese version only, the Company may, within the | ||
stated by the shareholders). Subject to the applicable laws | scope permitted by the applicable laws and regulations | ||
and regulations and the rules of the stock change on which | and according to such applicable laws and regulations, | ||
the shares of the Company are listed, the communications | send to the relevant shareholders the English version or | ||
of the Company, including but not limited to notices of | the Chinese version only (in accordance with the wishes as | ||
general meetings, circulars to shareholders, annual | stated by the shareholders). Subject to the applicable | ||
reports, interim reports and quarterly reports, may also be | laws and regulations and the rules of the stock change | ||
made available to the holders of foreign shares by | on which the shares of the Company are listed, tThe | ||
publication of them in the website of the Company. | communications of the Company, includingincludesbut | ||
not limited to notices of general meetings, circulars to | |||
shareholders, annual reports, interim reports and quarterly | |||
reports; may also be made available to the holders of | |||
foreign shares by publication of them in the website of | |||
the Company. | |||
- 25 -
Number | Original Article | Amended Article | Main Basis of Amendments |
20. | Article 70 The Company shall, based on the | Article 70 The Company shall, based on | Same as the basis for amendments to item 1. |
written replies received from shareholders, calculate the | the written replies received from shareholders, | ||
number of voting shares represented by the shareholders | calculate the number of voting shares represented by | ||
who intend to attend the meeting 20 days prior to the date | the shareholders who intend to attend the meeting 20 | ||
of the general meeting of shareholders. In the event that | days prior to the date of the general meeting of | ||
the number of voting shares represented by the | shareholders. In the event that the number of voting | ||
shareholders who intend to attend the meeting represents | shares represented by the shareholders who intend to | ||
one half or more of the Company's total voting shares, the | attend the meeting represents one half or more of the | ||
Company may hold the meeting. If otherwise, then the | Company's total voting shares, the Company may hold | ||
Company shall, within 5 days, notify the shareholders | the meeting. If otherwise, then the Company shall, | ||
again by public notice of the matters to be considered, and | within 5 days, notify the shareholders again by public | ||
the place and the date for the meeting. The Company may | notice of the matters to be considered, and the place | ||
hold the meeting following the publication of such notice. | and the date for the meeting. The Company may hold | ||
the meeting following the publication of such notice. | |||
No matters unspecified in the notice of | Subject to compliance with the applicable | ||
extraordinary general meeting shall be decided on at such | laws and regulations and the rules of the stock change | ||
meeting. | on which the shares of the Company are listed, the | ||
notice may be made available by issuance at the website | |||
of the Hong Kong Stock Exchange or publication on | |||
one or more designated newspapers for holders of | |||
overseas-listed shares listed in Hong Kong. Upon such | |||
announcement, the notice of the relevant Shareholders' | |||
Meeting shall be deemed to have been received by the | |||
holders of overseas-listed shares listed in Hong Kong. | |||
No matters unspecified in the notice or | |||
supplementary noticeof extraordinarygeneral meeting | |||
shall be decided on at such meeting. | |||
- 26 -
Number | Original Article | Amended Article | Main Basis of Amendments | ||
21. | Article 72 | Unless otherwise provided in | Article 72 | Unless otherwise provided in | Same as the basis for amendments to item 1. |
these Articles of Association, notice of general meeting of | these Articles of Association, notice of general meeting of | ||||
shareholders shall be served on each shareholder (whether | shareholders shall be served on each shareholder (whether | ||||
or not entitled to vote at the meeting), by personal delivery | or not entitled to vote at the meeting), by personal delivery | ||||
or prepaid mail to their addresses as shown in the register | or prepaid mail to their addresses as shown in the register | ||||
of shareholders. For the holders of domestic shares, | of shareholders. For the holders of domestic shares, | ||||
notices of the general meeting may also be issued by way | notices of the general meeting may also be issued by way | ||||
of public announcements. | of public announcements. | ||||
The public announcement as referred to in the | The public announcement as referred to in the | ||||
preceding paragraph | shall be published in 1 or more | preceding paragraph | shall be published in 1 or more | ||
national newspapers designated by the securities | national newspapers designated by the securities | ||||
regulatory authorities of the State Council within 45 days | regulatory authorities of the State Council pursuant to | ||||
to 50 days prior to the date of the meeting. Upon | the time limit of the notice of the Shareholders' | ||||
publication of such announcements, the holders of | Meeting set out in the Articles of Associationwithin 45 | ||||
domestic shares shall be deemed to have received the | days to 50 days prior to the date of the meeting. Upon | ||||
notice for the Shareholders' Meeting. | publication of such announcements, the holders of | ||||
domestic shares shall be deemed to have received the | |||||
notice for the Shareholders' Meeting. | |||||
- 27 -
Number | Original Article | Amended Article | Main Basis of Amendments |
22. | Article 94 Shareholders who hold different | Article 94 Shareholders who hold different | Same as the basis for amendments to item 5. |
classes of shares shall be known as class shareholders. | classes of shares shall be known as class shareholders. | ||
Class shareholders shall be entitled to rights | Class shareholders shall be entitled to rights | ||
and assume obligations according to the laws, | and assume obligations according to the laws, | ||
administrative regulations and these Articles of | administrative regulations and these Articles of | ||
Association. | Association. | ||
Where the Company issues shares which do not | Upon approval by the securities regulatory | ||
carry voting rights, the words "nonvoting" shall appear in | authorities under the State Council and the overseas | ||
the designation of such shares. | stock exchange(s), where the Company's domestic | ||
shares are converted into overseas-listed shares and | |||
Where the share capital includes shares with | traded on the overseas stock exchange(s), the converted | ||
different voting rights, the designation of each class of | overseas-listed shares shall be deemed the same class of | ||
shares, other than those with the most favourable voting | shares as the existing overseas-listed shares. | ||
rights, must include the words "restricted voting" or | |||
"limited voting". | Where the Company issues shares which do not | ||
carry voting rights, the words "nonvoting" shall appear in | |||
the designation of such shares. | |||
Where the share capital includes shares with | |||
different voting rights, the designation of each class of | |||
shares, other than those with the most favourable voting | |||
rights, must include the words "restricted voting" or | |||
"limited voting". | |||
- 28 -
Number | Original Article | Amended Article | Main Basis of Amendments | ||||
23. | Article 96 | The following circumstances | Article 96 | The following circumstances | Same as the basis for amendments to item 5. | ||
shall be deemed as a variation or abrogation of rights of a | shall be deemed as a variation or abrogation of rights of a | ||||||
class shareholder: | class shareholder: | ||||||
(1) an increase or decrease in the number of | (1) an increase or decrease in the number of | ||||||
shares of such class, or an increase or decrease in the | shares of such class, or an increase or decrease in the | ||||||
number of shares of another class having voting rights or | number of shares of another class having voting rights or | ||||||
distribution rights or other privileges equal to or superior | distribution rights or other privileges equal to or superior | ||||||
to those of the shares of such class; | to those of the shares of such class; | ||||||
(2) the conversion of all or part of the shares | (2) the conversion of all or part of the shares | ||||||
of such class into the shares of another class or the | of such class into the shares of another class or the | ||||||
conversion or creation of a right of conversion of all or | conversion or creation of a right of conversion of all or | ||||||
part of the shares of another class into the shares of such | part of the shares of another class into the shares of such | ||||||
class; | class; | ||||||
(3) | the removal or reduction of rights to | (3) | the removal or reduction of rights to | ||||
receive accrued dividends or rights to cumulative | receive accrued dividends or rights to cumulative | ||||||
dividends attached to the shares of such class; | dividends attached to the shares of such class; | ||||||
(4) | the | reduction or removal of the | (4) | the | reduction or removal of the | ||
preferential rights attached to the shares of such class for | preferential rights attached to the shares of such class for | ||||||
the receipt of dividends or for the distribution of assets in | the receipt of dividends or for the distribution of assets in | ||||||
the event that the Company is liquidated; | the event that the Company is liquidated; | ||||||
(5) the addition, removal or reduction of the | (5) the addition, removal or reduction of the | ||||||
rights of conversion, options rights, voting rights, transfer | rights of conversion, options rights, voting rights, transfer | ||||||
rights, pre-emptive rights, or rights to acquire securities of | rights, pre-emptive rights, or rights to acquire securities of | ||||||
the Company attached to the shares of such class; | the Company attached to the shares of such class; | ||||||
- 29 -
Number | Original Article | Amended Article | Main Basis of Amendments | ||
(6) | the removal or reduction of the rights to | (6) | the removal or reduction of the rights to | ||
receive payment receivable from the Company in the | receive payment receivable from the Company in the | ||||
particular currencies attached to the shares of such class; | particular currencies attached to the shares of such class; | ||||
(7) | the creation of a new class of shares | (7) | the creation of a new class of shares | ||
having voting rights or distribution rights or other | having voting rights or distribution rights or other | ||||
privileges equal to or superior to those of the shares of | privileges equal to or superior to those of the shares of | ||||
such class; | such class; | ||||
(8) | the restriction of the transfer or | (8) | the restriction of the transfer or | ||
ownership of the shares of such class or the imposition of | ownership of the shares of such class or the imposition of | ||||
stricter restrictions thereof; | stricter restrictions thereof; | ||||
(9) | the issue of any rights to subscribe for, or | (9) | the issue of any rights to subscribe for, or | ||
to convert into, shares in the Company of the same class or | to convert into, shares in the Company of the same class or | ||||
another class; | another class; | ||||
(10) the enhancement of rights or privileges | (10) the enhancement of rights or privileges | ||||
of the shares of other classes; | of the shares of other classes; | ||||
- 30 -
Number | Original Article | Amended Article | Main Basis of Amendments | |||
(11) | the restructuring of the Company | (11) | the restructuring of | the Company | ||
pursuant to which shareholders of different classes assume | pursuant to which shareholders of different classes assume | |||||
disproportionate liability; | disproportionate liability; | |||||
(12) | the revision or abrogation of the | (12) | the revision or abrogation of the | |||
provisions of this Chapter. | provisions of this Chapter. | |||||
In respect of such revision or abrogation of | ||||||
class shareholders' rights as caused by the changes in | ||||||
domestic and overseas laws, administrative regulations | ||||||
and listing rules on the stock exchange(s) where the | ||||||
shares of the Company are listed as well as the | ||||||
decisions made by domestic and overseas regulatory | ||||||
authorities according to law, no approval is required | ||||||
from the shareholders' meeting or the class meeting. | ||||||
Upon approval by the securities regulatory | ||||||
authorities under the State Council and the overseas | ||||||
stock exchange(s) if applicable, any transfer by the | ||||||
Company's holders of domestic shares of all or part of | ||||||
the shares to foreign investors for listing and trading on | ||||||
the overseas stock exchange(s), or any conversion of all | ||||||
or part of non-listed domestic shares into overseas | ||||||
listed shares for listing and trading on the foreign stock | ||||||
exchange(s), shall not be deemed the Company's | ||||||
intention to vary or abrogate the rights of class | ||||||
shareholders. | ||||||
- 31 -
Number | Original Article | Amended Article | Main Basis of Amendments | ||
24. | Article 99 | A written notice of a class | Article 99 | A written notice of a class | Same as the basis for amendments to item 1. |
meeting shall be given 45 days prior to the date of the class | meeting shall be given 45 days prior to the date of the | ||||
meeting to notify all of the registered shareholders of such | class meeting to notify all of the registered | ||||
class of the matters to be considered, the date and the place | shareholders of such class of the matters to be | ||||
of the class meeting. A shareholder who intends to attend | considered, the date and the place of the class meeting. | ||||
the class meeting shall deliver his written reply for the | A shareholder who intends to attend the class meeting | ||||
attendance at the meeting 20 days prior to the date of the | shall deliver his written reply for the attendance at the | ||||
meeting. | meeting 20 days prior to the date of the meeting.Where | ||||
the Company convenes a class shareholders' meeting, | |||||
In the event that the shareholders who intend to | the period for issuing a written notice shall be the same | ||||
attend such a meeting represent more than half of the total | as the written notice period for the non-class | ||||
number of voting shares of that class, the Company may | shareholders' meeting to be convened on the same day | ||||
hold the class meeting; otherwise, the Company shall | of such class meeting. | ||||
within 5 days notify the shareholders of the class, again by | |||||
public notice, of the matters to be considered as well as the | In the event that the shareholders who | ||||
date and place for the class meeting. The Company may | intend to attend such a meeting represent more than | ||||
then hold the class meeting after the publication of such | half of the total number of voting shares of that class, | ||||
notice. | the Company may hold the class meeting; otherwise, | ||||
the Company shall within 5 days notify the | |||||
shareholders of the class, again by public notice, of the | |||||
matters to be considered as well as the date and place | |||||
for the class meeting. The Company may then hold the | |||||
class meeting after the publication of such notice. | |||||
- 32 -
Number | Original Article | Amended Article | Main Basis of Amendments | ||
25. | Article 101 Apart from the holders of other | Article 101 Apart from the holders of other | Same as the basis for amendments to item 5. | ||
classes of shares, holders of domestic shares and holders | classes of shares, holders of domestic shares and holders | ||||
of non-listed foreign shares shall be deemed to be of the | of non-listed foreign shares shall be deemed to be of the | ||||
same class; holders of domestic shares and holders of | same class; holders of domestic shares and holders of | ||||
overseas-listed foreign shares shall be deemed to be of | overseas-listed foreign shares shall be deemed to be of | ||||
different classes; and holders of non-listed foreign shares | different classes; and holders of non-listed foreign | ||||
and holders of overseas-listed foreign shares shall be | shares, and holders of overseas-listed foreign shares | ||||
deemed to be of different classes. | and holders of overseas-listedsharesshall be deemed to | ||||
be of different classes. | |||||
In the case of authorization, allocation or issue | In the case of authorization, allocation or | ||||
of shares, the special procedures for voting of class | issue of shares, tThe special procedures for voting of | ||||
shareholders shall not apply under the following | class shareholders shall not apply under the following | ||||
circumstances: | circumstances: | ||||
(1) | where, upon approval by a special | (1) | where, upon approval by a special | ||
resolution passed at a Shareholders' Meeting (subject to | resolution passed at a Shareholders' Meeting (subject to | ||||
the unconditional authorization or the terms and | the unconditional authorization or the terms and | ||||
conditions stipulated in the resolution), the Company | conditions stipulated in the resolution), the Company | ||||
authorizes, allocates or issues domestic shares and | authorizes, allocates or issues domestic shares and | ||||
overseas-listed foreign shares either separately or | overseas-listedforeignshares either separately or | ||||
concurrently once every twelve months, and the number of | concurrently once every twelve months, and the number of | ||||
each of the domestic shares and overseas-listed foreign | each of the domestic shares and overseas-listedforeign | ||||
shares so issued does not exceed 20% of the number of the | shares so issued does not exceed 20% of the number of the | ||||
respective outstanding shares; or | respective outstanding shares; or | ||||
- 33 -
Number | Original Article | Amended Article | Main Basis of Amendments |
(2) where such shares are part of a plan of the | (2) where such shares are part of a plan of the | ||
Company to issue domestic shares or overseas-listed | Company to issue domestic shares or overseas-listed | ||
foreign shares at its establishment, which has been | foreignshares at its establishment, which has been | ||
completed within 15 months of the approval by the | completed within 15 months of the approval by the | ||
competent regulatory bodies under the State Council. | competent regulatory bodies under the State Council.; or | ||
(3) upon approval by the securities | |||
regulatory authorities under the State Council and the | |||
overseas stock exchange(s), the transfer by the | |||
Company's holders of domestic shares of all or part of | |||
the shares held thereby to foreign investors for listing | |||
and trading on the overseas stock exchange(s); or the | |||
conversion of all or part of domestic shares into | |||
overseas-listed shares for listing and trading on the | |||
foreign stock exchange(s). | |||
- 34 -
Number | Original Article | Amended Article | Main Basis of Amendments | ||
26. | Article 154 | The Company shall send by | Article 154 | The Company shall send by | Same as the basis for amendments to item 5. |
prepaid mail to each holders of overseas-listed foreign | prepaid mail to each holdersof overseas-listedforeign | ||||
shares, at the address of such shareholder as shown in the | shares, at the address of such shareholder as shown in the | ||||
register of shareholders, a copy of the annual report | register of shareholders, a copy of the annual report | ||||
containing the balance sheet (including each document to | containing the balance sheet (including each document to | ||||
be contained in the appendices of the balance sheet as | be contained in the appendices of the balance sheet as | ||||
required by relevant laws and regulations), the income | required by relevant laws and regulations), the income | ||||
statement or the statement of recognized income and | statement or the statement of recognized income and | ||||
expenses or the summarized financial report, at least 21 | expenses or the summarized financial report, at least 21 | ||||
days prior to the date of every annual general meeting. | days prior to the date of every annual general meeting. | ||||
- 35 -
Number | Original Article | Amended Article | Main Basis of Amendments | ||||||||
27. | Article 159 The Company's after-tax profit | Article 159 The Company's after-tax profit | Same as the basis for amendments to item 5. | ||||||||
shall be allocated in the following order: | shall be allocated in the following order: | ||||||||||
(1) the making up of any loss; | (1) the making up of any loss; | ||||||||||
(2) | allocation | to | the statutory | common | (2) | allocation | to | the statutory | common | ||
reserve fund; | reserve fund; | ||||||||||
(3) | allocation | to | discretionary | common | (3) | allocation | to | discretionary | common | ||
reserve fund in accordance with the resolution passed at | reserve fund in accordance with the resolution passed at | ||||||||||
the Shareholders' Meeting; | the Shareholders' Meeting; | ||||||||||
(4) payment of ordinary share dividends. No | (4) payment of ordinary share dividends. No | ||||||||||
profit shall be distributed as dividends or in any other form | profit shall be distributed as dividends or in any other form | ||||||||||
as bonus before making up losses and setting aside of the | as bonus before making up losses and setting aside of the | ||||||||||
Company's statutory reserve fund. | Company's statutory reserve fund. | ||||||||||
Any amount paid up in advance of calls on any | Any amount paid up in advance of calls on any | ||||||||||
shares may carry interest but shall not entitle the | shares may carry interest but shall not entitle the | ||||||||||
shareholder of such shares to participate in respect thereof | shareholder of such shares to participate in respect thereof | ||||||||||
in a dividend subsequently declared. | in a dividend subsequently declared. | ||||||||||
- 36 -
Number | Original Article | Amended Article | Main Basis of Amendments |
The power to cease sending dividend warrants | The power to cease sending dividend warrants | ||
by post will not be exercised until such dividend warrants | by post will not be exercised until such dividend warrants | ||
have been so left uncashed on two consecutive occasions. | have been so left uncashed on two consecutive occasions. | ||
However, such power may also be exercised after the first | However, such power may also be exercised after the first | ||
occasion on which such a dividend warrant is returned | occasion on which such a dividend warrant is returned | ||
undelivered. | undelivered. | ||
Subject to the laws and regulations of China | Subject to the laws and regulations of China | ||
and the rules of the Hong Kong Stock Exchange, the | and the rules of the Hong Kong Stock Exchange, the | ||
Company may exercise its power to forfeit unclaimed | Company may exercise its power to forfeit unclaimed | ||
dividends, but only upon the expiry of the period for which | dividends, but only upon the expiry of the period for which | ||
the dividends can be claimed. With regard to the exercise | the dividends can be claimed. With regard to the exercise | ||
of power to issue warrants in bearer form, no new warrants | of power to issue warrants in bearer form, no new warrants | ||
shall be issued to replace one that has been lost, unless the | shall be issued to replace theone that has been lost, unless | ||
Company is satisfied beyond reasonable doubt that the | the Company is satisfied beyond reasonable doubt that the | ||
original has been destroyed. | original has been destroyed. | ||
With regard to the right to dispose of the shares | With regard to the right to dispose of the shares | ||
held by untraceable shareholders of overseas-listed | held by untraceable shareholdersholdersof | ||
foreign shares, the Company's right to dispose is subject | overseas-listedforeignshares, the Company's right to | ||
to the following conditions: (1) during a period of 12 | dispose is subject to the following conditions: (1) during a | ||
years, dividends in respect of the shares in question have | period of 12 years, dividends in respect of the shares in | ||
been distributed at least three times and no such dividend | question have been distributed at least three times and no | ||
has been claimed; and (2) upon expiry of the 12-year | such dividend has been claimed; and (2) upon expiry of the | ||
period, the Company has given notice of its intention to | 12-year period, the Company has given notice of its | ||
dispose of such shares by way of an announcement | intention to dispose of such shares by way of an | ||
published in newspapers and informs the Hong Kong | announcement published in newspapers and informs the | ||
Stock Exchange of its intention. | Hong Kong Stock Exchange of its intention. | ||
- 37 -
Number | Original Article | Amended Article | Main Basis of Amendments | ||
28. | Article 164 Dividends in respect of ordinary | Article 164 Dividends in respect of ordinary | Same as the basis for amendments to item 5. | ||
shares shall be denominated and declared in Renminbi. | shares shall be denominated and declared in Renminbi. | ||||
Dividends in respect of domestic shares shall be paid in | Dividends in respect of domestic shares shall be paid in | ||||
Renminbi. Dividends in respect of overseas-listed foreign | Renminbi. Dividends in respect of overseas-listedforeign | ||||
shares and other distributions shall be paid in the currency | shares and other distributions shall be denominated and | ||||
of the place where the shares are listed, and where there is | declared in Renminbi, and shall bepaid in the currency | ||||
more than one of such places, in the currency of the place | of the place where the shares are listed, and where there is | ||||
of primary listing as determined by the Board of Directors. | more than one of such places, in the currency of the place | ||||
Dividends in respect of non-listed foreign shares shall be | of primary listing as determined by the Board of Directors. | ||||
paid in Hong Kong dollars. | Dividends in respect of non-listed foreign shares shall | ||||
be paid in Hong Kong dollars. | |||||
29. | Article 177 | In the event of a merger or | Article 177 | In the event of a merger or | Same as the basis for amendments to item 5. |
division of the Company, the Company's Board of | division of the Company, the Company's Board of | ||||
Directors shall submit a motion, which shall be approved | Directors shall submit a motion, which shall be approved | ||||
in accordance with the procedures stipulated in these | in accordance with the procedures stipulated in these | ||||
Articles of Association and go through relevant | Articles of Association and go through relevant | ||||
examination and approval formalities pursuant to laws. | examination and approval formalities pursuant to laws. | ||||
Shareholders who object to the merger or division | Shareholders who object to the merger or division | ||||
proposal shall be entitled to request that the Company or | proposal shall be entitled to request that the Company or | ||||
the consenting shareholders acquire such dissenting | the consenting shareholders acquire such dissenting | ||||
shareholders' shares at a fair price. | shareholders' shares at a fair price. | ||||
The content of the resolution on the merger or | The content of the resolution on the merger or | ||||
division of the Company shall be contained in a special | division of the Company shall be contained in a special | ||||
document which shall be made available for inspection by | document which shall be made available for inspection by | ||||
shareholders of the Company. The document as stated | shareholders of the Company. The document as stated | ||||
above shall be sent by mail to holders of overseas-listed | above shall be sent by mail to holders of overseas-listed | ||||
foreign shares. The Company may publish such content in | foreignshares. The Company may publish such content in | ||||
the form of announcements (including announcements | the form of announcements (including announcements | ||||
published through the website of the Company) subject to | published through the website of the Company) subject to | ||||
the fulfillment of requirements of the laws, regulations | the fulfillment of requirements of the laws, | ||||
and the listing rules of the place where the shares of the | administrativeregulations and the listing rules of the | ||||
Company are listed. | place where the shares of the Company are listed. | ||||
30. | Article 180 Changes in registration | Article 180 Changes in registration | Same as the basis for amendments to item 3. | ||
particulars of the Company resulting from the merger or | particulars of the Company resulting from the merger or | ||||
division must be registered with the Administration for | division must be registered with the Administration for | ||||
Industry and Commerce in accordance with law. | Industry and Commercecompany registration | ||||
Cancellation of the Company shall be registered in | authorityin accordance with law. Cancellation of the | ||||
accordance with the law when the Company is dissolved. | Company shall be registered in accordance with the law | ||||
Incorporation of the Company shall be registered when a | when the Company is dissolved. Incorporation of the | ||||
new company is incorporated in accordance with law. | Company shall be registered when a new company is | ||||
incorporated in accordance with law. | |||||
- 38 -
Number | Original Article | Amended Article | Main Basis of Amendments | ||
31. | Article 189 | Following the completion of | Article 189 | Following the completion of | Same as the basis for amendments to item 3. |
liquidation, the liquidation committee shall prepare a | liquidation, the liquidation committee shall prepare a | ||||
liquidation report, a statement of income and expenses and | liquidation report, a statement of income and expenses and | ||||
financial accounts for the liquidation, which shall be | financial accounts for the liquidation, which shall be | ||||
verified by a China registered accountant and submitted to | verified by a China registered accountant and submitted to | ||||
the Shareholders' Meeting or the relevant competent | the Shareholders' Meeting or the relevant competent | ||||
authorities for confirmation. | authorities for confirmation. | ||||
The liquidation committee shall, within 30 | The liquidation committee shall, within 30 | ||||
days of such confirmation, submit the aforementioned | days of such confirmation, submit the aforementioned | ||||
documents to the Administration for Industry and | documents to the Administration for Industry and | ||||
Commerce for an application for a cancellation of | Commercecompany registration authorityfor an | ||||
registration of the Company, and publish an announcement | application for a cancellation of registration of the | ||||
in respect of the termination of the Company. | Company, and publish an announcement in respect of the | ||||
termination of the Company. | |||||
- 39 -
Number | Original Article | Amended Article | Main Basis of Amendments |
32. | Article 192 The Company shall abide by the | Article 192 The Company shall abide by the | Same as the basis for amendments to item 5. |
following principles for dispute resolution: | following principles for dispute resolution: | ||
(1) Any disputes or claims (i) between the | (1) Any disputes or claims (i) between the | ||
Company and the Directors or members of senior | Company and the Directors or members of senior | ||
management; and (ii) between holders of foreign shares | management; and (ii) between holders of foreign shares | ||
(including holders of overseas-listed foreign shares and | (includingholders of overseas-listedforeignshares and | ||
holders of non-listed foreign shares) and the Company, | holders of non-listedforeign shares)and the Company, | ||
between holders of foreign shares (including holders of | between holders of foreign shares (includingholders of | ||
overseas-listed foreign shares and holders of non-listed | overseas-listed foreignshares and holders of non-listed | ||
foreign shares) and the Directors, Supervisors, General | foreign shares)and the Directors, Supervisors, General | ||
Manager or other members of senior management, and | Manager or other members of senior management, and | ||
between holders of overseas-listed foreign shares and | between holders of overseas-listedforeignshares holders | ||
holders of non-listed foreign shares or holders of domestic | of non-listedforeign shares orand holders of domestic | ||
shares, with respect to any rights or obligations by virtue | shares, with respect to any rights or obligations by virtue | ||
of these Articles of Association, the Company Law, the | of these Articles of Association, the Company Law, the | ||
Special Provisions and any rights or obligations conferred | Special Provisions and any rights or obligations conferred | ||
upon or imposed by any other relevant laws and | upon or imposed by any other relevant laws and | ||
administrative regulations concerning the affairs of the | administrative regulations concerning the affairs of the | ||
Company, shall be submitted to arbitration by the parties | Company, shall be submitted to arbitration by the parties | ||
concerned. When the aforementioned dispute or claim of | concerned. When the aforementioned dispute or claim of | ||
rights is submitted to arbitration, the entire claim or | rights is submitted to arbitration, the entire claim or | ||
dispute shall be submitted to arbitration, and all persons | dispute shall be submitted to arbitration, and all persons | ||
whose causes of action were based on the same ground, | whose causes of action were based on the same ground, | ||
giving rise to the dispute or claim or whose participation | giving rise to the dispute or claim or whose participation | ||
shall be necessary for the resolution of such dispute or | shall be necessary for the resolution of such dispute or | ||
claim, shall, where such person is the Company, the | claim, shall, where such person is the Company, the | ||
Company's shareholders, Directors, Supervisors, General | Company's shareholders, Directors, Supervisors, General | ||
Manager, or other members of senior management of the | Manager, or other members of senior management of the | ||
Company, comply with the arbitration. Disputes with | Company, comply with the arbitration. Disputes with | ||
respect to the definition of shareholders and disputes | respect to the definition of shareholders and disputes | ||
concerning the register of shareholders need not be | concerning the register of shareholders need not be | ||
resolved by arbitration. | resolved by arbitration. | ||
- 40 -
Number | Original Article | Amended Article | Main Basis of Amendments | ||
(2) A claimant may select an arbitration to be | (2) A claimant may select an arbitration to be | ||||
administered either by the China International Economic | administered either by the China International Economic | ||||
and Trade Arbitration Commission in accordance with its | and Trade Arbitration Commission in accordance with its | ||||
Rules, or the Hong Kong International Arbitration Center | Rules, or the Hong Kong International Arbitration Center | ||||
in accordance with its Securities Arbitration Rules. Once a | in accordance with its Securities Arbitration Rules. Once a | ||||
claimant submits a dispute or claim of rights to arbitration, | claimant submits a dispute or claim of rights to arbitration, | ||||
the other party must submit to the arbitration institution | the other party must submit to the arbitration institution | ||||
selected by the claimant. If a claimant selects the Hong | selected by the claimant. If a claimant selects the Hong | ||||
Kong International Arbitration Center as the arbitration | Kong International Arbitration Center as the arbitration | ||||
institution, either party to the dispute or claim may apply | institution, either party to the dispute or claim may apply | ||||
for the arbitration venue to be in Shenzhen, in accordance | for the arbitration venue to be in Shenzhen, in accordance | ||||
with the Securities Arbitration Rules of the Hong Kong | with the Securities Arbitration Rules of the Hong Kong | ||||
International Arbitration Center. | International Arbitration Center. | ||||
(3) | Unless laws and regulations specify | (3) Unless | laws and regulations specify | ||
otherwise, laws and regulations of China are applicable to | otherwise, laws and regulations of China are applicable to | ||||
arbitration of settling the dispute or claim for rights as | arbitration of settling the dispute or claim for rights as | ||||
described in Clause (1) above. | described in Clause (1) above. | ||||
(4) The award of the arbitration shall be final | (4) The award of the arbitration shall be final | ||||
and conclusive and binding on all the parties. | and conclusive and binding on all the parties. | ||||
33. | Article 197 These Articles of Association are | Article 197 | These Articles of Association are | Same as the basis for amendments to item 3. | |
prepared in both Chinese and English versions. In the case | prepared in both Chinese and English versions.In the case | ||||
of any discrepancies between these versions, the Chinese | of any discrepancies between these versions, the Chinese | ||||
version last approved by and registered with the | version last approved by and registered with the | ||||
Administration for Industry and Commerce shall prevail. | Administration for Industry and Commercecompany | ||||
registration authorityshall prevail. | |||||
- 41 -
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Beijing Digital Telekom Co. Ltd. published this content on 27 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 February 2020 11:50:08 UTC
