SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION
中芯國際集成電路製造有限公司*
(Incorporated in the Cayman Islands with limited liability)
AMENDED AND RESTATED MEMORANDUM AND
ARTICLES OF ASSOCIATION
* For identification purpose only
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Content
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MEMORANDUM OF ASSOCIATION
THE COMPANIES ACT (AS REVISED)
EXEMPTED COMPANY LIMITED BY SHARES
SEMICONDUCTOR MANUFACTURING
INTERNATIONAL CORPORATION
ELEVENTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
(Approved and Adopted by way of a Special Resolution passed on 28 June 2023)
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Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman
Islands, or at such other place as the Directors may decide from time to time.
full power and authority to carry out any object not prohibited by the Companies Act or as the
same may be revised from time to time, or any other law of the Cayman Islands.
unpaid on such Member’s shares.
shares of a par value of US$0.004 each and having the rights and privileges attached thereto as
provided in the Company’s Articles of Associations and (ii) 500,000,000 preferred shares of a
par value of US$0.004 each and having the rights and privileges attached thereto as provided in
the Company’s Articles of Association.
shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in
the Cayman Islands.
as those given in the Articles of Association of the Company.
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ARTICLES OF ASSOCIATION
THE COMPANIES ACT (AS REVISED)
EXEMPTED COMPANY LIMITED BY SHARES
SEMICONDUCTOR MANUFACTURING
INTERNATIONAL CORPORATION
FOURTEENTH AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
(Approved and Adopted by way of a Special Resolution passed on 26 June 2026)
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CHAPTER 1 DEFINITIONS AND GENERAL PROVISIONS
(1) Definitions
Table A in the Schedule to the Companies Act does not apply to these Articles. In these Articles, unless
the subject or context suggests otherwise, the following terms and expressions shall bear the following
meanings.
“Company” Semiconductor Manufacturing International Corporation.
“Companies Act” means the Companies Act (As Revised) Cap. 22 of the Cayman
Islands and any amendments thereto or re-enactments thereof for
the time being in force and includes every other law incorporated
therewith or substituted therefor.
“Exchange Rules” means the relevant codes, rules and regulations, as amended from
time to time, applicable as a result of the original and continued
listing of any shares on any Exchange.
“Memorandum” means the memorandum of association of the Company, as amended
from time to time by Special Resolution.
“Articles” means these articles of association of the Company, as amended from
time to time by Special Resolution.
“Share(s)” means share(s) in the Company, including a fraction of a share.
“Common Shares” means Shares that enjoy common rights and bear common obligations,
having the meaning given in the Memorandum. Common Shares
include those listed on the Exchanges in Mainland China and Hong
Kong, with transactions denominated in local currencies.
“RMB Common Shares” means Common Shares listed on the Exchanges in Mainland China
which are subscribed in RMB, with transactions denominated in
RMB. RMB means the lawful currency of the People’s Republic of
China.
“Preferred Shares” means Shares that enjoy priority over Common Shares in the
distribution of profits and other matters of the Company, having the
meaning given in the Memorandum.
“dividend” includes interim dividends and bonus dividends.
“paid-up” means paid-up and/or credited as paid-up.
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“Member” has the same meaning given in the Companies Act.
“Register of Members” means the register maintained in accordance with the Companies
Act and includes, unless otherwise stated, any duplicate Register of
Members.
“Ordinary Resolution” means a resolution passed by a simple majority of more than one-
half (1/2) of the Members as, being entitled to do so, vote in person
or by proxy, or, in the case of corporations, by duly authorized
representatives, at a general meeting. In computing such simple
majority when a poll is demanded, regard shall be made to the number
of votes to which each Member is entitled by the Articles.
“Special Resolution” means a resolution passed by at least three-fourths (3/4) of the
Members as, being entitled to do so, vote in person or by proxy, or,
in the case of corporations, by duly authorized representatives, at a
general meeting. In computing such three-fourths requirement when
a poll is demanded, regard shall be had to the number of votes to
which each Member is entitled by the Articles.
“Board” means the board of directors of the Company.
“Directors” means the directors for the time being of the Company.
“Secretary” means any person appointed to perform the duties of secretary of
the Company.
“Auditors” means the persons for the time being performing the duties of auditors
of the Company.
“Physical Meeting” means general meeting held and conducted by physical attendance
and participation by Members and/or proxies.
“Electronic Meeting” means general meeting held and conducted by attendance and
participation by Members and/or proxies by means of electronic
facilities, whilst such electronic facilities shall enable communication
among attendees.
“Electronic Communication” means communication sent, transmitted, conveyed and received by
wire, radio, optical means or other similar means in any form through
any medium.
“CSRC” means the China Securities Regulatory Commission.
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“Exchange” means any securities exchange or other systems on which the Shares
may be listed or otherwise authorized for trading from time to time.
“Recognized Clearing House” shall have the meaning ascribed thereto in Part I of Schedule I of
the Securities and Futures Ordinance of Hong Kong (Cap. 571 of the
Laws of Hong Kong) and any amendments thereto or re-enactments
thereof for the time being in force and includes every other law
incorporated therewith or substituted therefor.
“Registered Office” means the registered office for the time being of the Company.
“Mainland China” means the mainland of the People’s Republic of China.
“Hong Kong” means the Hong Kong Special Administrative Region of the People’s
Republic of China.
“Seal” means the common seal of the Company and includes every duplicate
seal.
“Year” means calendar year.
“Month” means calendar month.
(2) General Provisions
form, including in the form of electronic record (as defined under the Electronic Transaction Act
(As Revised) of Cayman Islands);
as references to those provisions as amended, modified, re-enacted or replaced from time to time;
shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
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executed under hand or under seal or by any other method as authorized by the Company;
if not inconsistent with the subject or context in which they appear, have the same meaning in
these Articles or that part save the word “company” includes any body corporate;
any quorum requirement can be satisfied by one person; (2) shall mean a meeting convened and
held in any manner permitted by these Articles; (3) shall, where the context is appropriate, include
an adjourned meeting; and (4) for all purposes of applicable laws, regulations, the Exchange
Rules and these Articles, terms such as attend, participate, attending, participating, attendance
and participation shall bear the same meaning.
exercised on any number of occasions, unless otherwise stated in these Articles;
regardless of whether any reference to such provisions is explicitly set out in these Articles.
CHAPTER 2 AUTHORIZED SHARE CAPITAL AND SHARES
(1) Authorized Share Capital and Issue of Shares
US$42,000,000.00, divided into 10,000,000,000 Common Shares of a par value of US$0.004
each and 500,000,000 Preferred Shares of a par value of US$0.004 each.
to be issued or the total number of issued Shares.
obtained by the Company in a general meeting and without prejudice to any rights attached to any
existing Shares, the Board may allot, issue or grant options, rights or warrants over or otherwise
dispose of any Shares (including fractions of any Shares) with or without preferred, deferred,
qualified or other rights or restrictions, whether with regard dividend, voting, return of capital or
otherwise, and to such persons at such times and on such other conditions as the Board considers
proper. The Company shall not issue Shares to bearer.
subscribe for any class of Shares or other securities of the Company on such terms and conditions
as it may from time to time determine. No warrants shall be issued to bearer by the Company.
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meeting, such number of Common Shares, or other Shares or securities of the Company, as may
be required for such purposes shall be reserved for issuance in connection with an option, right,
warrant or other security of the Company or any other person that is exercisable for, convertible into,
exchangeable for or otherwise issuable in respect of such Common Shares or other Shares or
securities of the Company.
(2) Preferred Shares
issuing Preferred Shares, the resolution providing for the issue of such series of Preferred Shares
passed at the general meeting or the resolution by the Board (as authorized by the general meeting)
shall state and express: name and designations of such Preferred Shares (including words indicating
the voting powers attached thereto, if any, and including “restricted voting” or “limited voting”
where the voting rights attached thereto are not the most favorable)), voting powers (full or limited
or without voting powers), preferences and relative, participating, optional or other special rights
and qualifications, limitations or restrictions thereof.
general meeting of the Company, the Board may create one or more series of Preferred Shares
on such terms and conditions as it may from time to time determine, including but not limited
to the following:
thereof;
periods in respect of which dividends are payable (“Dividend Periods”), whether such
dividends shall be preferred over Common Shares and whether they shall be cumulative
and, if cumulative, the date or dates from which dividends shall accumulate;
shares of any other class or any other series of the Company and the conversion prices or
rates, or the rates at which such exchange may be made, with such adjustments, if any, as
shall be stated and expressed or provided in such resolutions;
shall be entitled to receive upon the winding up of the Company;
series; and
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Board. Notwithstanding the fixing of the number of Preferred Shares constituting a particular
series upon the issuance thereof, the Board at any time thereafter may authorize the issuance
of additional Preferred Shares of the same series subject always to the Companies Act, the
Memorandum and these Articles.
(3) Common Shares
each Common Share registered in his name in the Register of Members, both in accordance
with the relevant provisions of these Articles; and
Company provided for in these Articles.
dividend payment and asset distribution upon the winding up of the Company.
Depository and Clearing Company Limited. The issuance, listing, registration, trading and other
matters of the Company’s RMB Common Shares shall be governed by the laws, regulations and
normative documents of Mainland China. Insofar as RMB Common Shares of the Company
continue to list on the Shanghai Stock Exchange, the Company shall comply with the laws and
regulations of Mainland China and the relevant requirements of the securities regulatory authorities
of Mainland China on the red-chip enterprises.
(4) Transfer of Shares
or part of his Shares to another person free from restriction.
the usual common form or in such other form as the Board may from time to time approve. The
instrument of transfer shall be executed by or on behalf of the transferor and by or on behalf of
the transferee with a manual signature or facsimile signature (which may be machine imprinted or
otherwise), provided that in the case of execution by facsimile signature, such facsimile signature
shall be reasonably satisfactory to the Board. The Board may dispense with the execution of the
instrument of transfer by the transferee as it considers appropriate to do so.
All instruments of transfer must be kept at the registered office of the Company or at such other
place as the Board may appoint, and shall be duly retained by the Company.
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on the internet in a manner permitted by the securities regulatory authorities in Mainland China
and the Shanghai Stock Exchange.
decline to register such transfer:
for the Shares to which it relates (which shall upon registration of the transfer be cancelled)
and such other evidence as the Board may reasonably require to show the right of the
transferor to make the transfer;
to be transferred does not exceed four;
payable (or such lesser sum as the Board may from time to time require) is paid to the
Company in respect thereof.
date on which the transfer was lodged with the Company, send to each of the transferor and the
transferee a notice of such refusal.
transferee is entered into the Register of Members in respect of the transfer of such Share.
(5) Redemption and Repurchase of Shares
redeemed or are liable to be redeemed at the option of the Company or the Member. Unless the
Board has been expressly authorized by the Members in a general meeting, the redemption of
Shares shall be effected in such manner as the Company may, by Special Resolution, determine
before the issuance of Shares.
in issue, provided that the Members shall have approved the manner of redemption or repurchase
by Special Resolution or that the manner of redemption or repurchase is in accordance with
these Articles (and this authorization has been obtained in accordance with Section 37(3) of the
Companies Act as revised from time to time), and such redemption or repurchase is in accordance
with applicable laws, rules or regulations and the Exchange Rules.
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maximum number of Common Shares that may be repurchased shall be equal to the number of
issued and outstanding Common Shares less one Common Share. Such repurchase transactions
shall be made at such time, at such price and on such terms as determined and agreed by the
Members in the general meeting or by the Board as authorized by the general meeting in their sole
discretion, provided, however, that (1) such repurchase transactions shall be in accordance with
applicable laws, rules or regulations and the Exchange Rules; and (2) at the time of repurchase,
the Company is able to pay its debts due in the ordinary course of its business.
term and at such price being agreed upon between the Company and the relevant Member, whilst
such repurchase transactions shall be in accordance with applicable laws, rules and regulations.
any other Share other than as may be required pursuant to applicable laws, rules or regulations
and the Exchange Rules, and any other contractual obligations of the Company.
manner permitted by the Companies Act, including out of the Company’s capital.
Company at its registered office, or such other place as the Board may specify, the share certificates
(if any) thereof for cancellation.
(6) Transmission of Shares
or dissolution of a Member (or in any other way than by transfer) may, upon such relevant and
legal evidence being produced as may from time to time be required by the Board, elect either
to be registered himself as the holder of the Share or to make such transfer of the Share to such
other person nominated by him and to have such person registered as the transferee thereof, but
the Board shall, in either case, retain the same right to decline or suspend registration of such
transfer as it would have had under Article 16.
the holder of the Share, he shall deliver up or send to the Company a notice in writing signed by
him stating that he so elects.
and other rights to which he would be entitled if he were the former registered holder of the
Share, except that he shall not, before being registered as a Member in respect of the Share, be
entitled in respect of such Share to exercise any right conferred to such holder of Share in relation
to meetings of the Company.
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sole holder, or the surviving joint holders where the deceased was a joint holder, shall be the
only persons recognized by the Company as having any title to his interest in the Shares.
(7) Sale of Shares
is entitled pursuant to Article 26 or by operation of law in such manner as it deems appropriate
if and provided that:
cash to the holder of such Shares have remained uncashed for a period of twelve (12) years;
have become payable and no dividend during that period has been claimed by the Member;
be given in accordance with applicable laws, rules or regulations and the Exchange Rules
of its intention to sell such Shares, and a period of three (3) months has elapsed since such
notice and the relevant Exchange has been notified of such intention; and
of the 3-month period under Article 30.3 received any indication of the whereabouts or
existence of the Member or the person entitled to such Shares by transmission.
any person to execute as transferor an instrument of transfer of the said Shares and such other
documents as are necessary to effect the transfer, and such documents shall be as effective as
if they had been executed by the registered holder of or person entitled by transmission to such
shares, and the title of the transferee shall not be affected by any irregularity or invalidity in the
proceedings relating thereto.
employed in the business of the Company or invested in such investments (other than shares or
other securities in or of the Company or its holding company, if any) or otherwise utilized as
the Board may from time to time determine. The Company shall account to the former Member
or other person becoming entitled by transmission for an amount equal to such net proceeds and
shall enter the name of such former Member or such other person in the books of the Company
as a creditor for such amount, whereas no trust shall be created nor interest be payable in respect
of such net proceeds and the Company shall not be required to account for any money earned on
the same.
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(8) Share Certificates
without payment to receive, within twenty (20) days, after allotment or lodgment of transfer (or
within such other period as the conditions of issue shall provide), one certificate for all his Shares
of each class or, upon payment of such reasonable fee as the Board shall prescribe, such number
of certificates for Shares held as that person may request. In respect of Shares held jointly by
several persons the Company shall not be bound to issue a certificate or certificates to each such
person, and the issue and delivery of a certificate or certificates to one of several joint holders
shall be sufficient delivery to all such joint holders.
All transfers and other documents relating to or affecting the title to any Share or other registered
securities of the Company shall be registered.
amount paid thereon or the fact that they are fully paid, as the case may be, and may otherwise be
in such written form as shall be determined by the Board. Each certificate shall be issued under
the Seal of the Company, which shall only be affixed with the authority of the Board (provided
that the Board may authorize certificates to be issued with the Seal and authorized signature(s)
affixed by some methods or systems of mechanical process). All certificates for Shares shall be
consecutively numbered.
as to evidence and indemnity and on the payment of such expenses reasonably incurred by the
Company in investigating and collecting evidence, as the Board may prescribe, and (in the
case of defacement or wearing out) upon delivery of the old certificate.
aforesaid provisions may be exempted.
(9) Register of Members
and Exchange Rules, with information of Members specified therein, including without limitation
their names and addresses, the number of Shares respectively held by Members and the date of
issuance. The Company shall not be bound to register more than four persons as joint holders of
any Share.
regular basis record in the Register of Members all transfers of Shares effected on any duplicate
Register of Members and shall at all times maintain the Register of Members in such manner as
to show at all times the Members for the time being and the Shares respectively held by them,
in all respects in accordance with the Companies Act.
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and shall not be bound to recognize (even when having notice thereof) any equitable, contingent,
future, or partial interest in any Share, or any interest in any fractional part of a Share, or any
other rights in respect of any Share except an absolute right to the entirety thereof in the registered
holder, unless otherwise provided under the Companies Act or these Articles.
days’ notice being given in accordance with applicable laws, rules or regulations and the Exchange
Rules, be suspended and the Register of Members closed at such times and for such periods as
the Board may from time to time determine, provided always that such registration shall not be
suspended or the Register closed for more than thirty (30) days in any year (or such longer period
as the Members may by Ordinary Resolution determine provided that such period shall not be
extended beyond sixty (60) days in any year).
Kong shall during business hours be kept open to any Member for inspection without charge.
Shanghai the management of which is entrusted by the Company with China Securities Depository
and Clearing Company Limited. Holders registered in such Register of Members of RMB Common
Shares are legal owners of relevant Shares.
CHAPTER 3 MEMBERS AND GENERAL MEETINGS
(1) Rights of Members
enquiries or statements to the chairman of the meeting, verbally or in written form, in respect of
which the chairman of the meeting, relevant Directors or senior management of the Company shall
respond. Such a right shall be deemed to have been duly exercised if the enquiries or statements
may be heard or seen by all or only some of the persons present at the meeting.
to vote at the meeting, whether by show of hands or by poll, except where such Member is
required by applicable laws, rules or regulations and the Exchange Rules to abstain from voting
or restricted to voting only for/against any particular resolution of the Company. Where the
Company has knowledge that any Member is voting in contravention of such requirements, any
votes cast by or on behalf of such Member shall not be counted.
thinks fit as its representative to attend any general meeting of the Company or of any class of
Members, and in such cases, it shall be treated as being present in person. The person so authorized
shall be entitled to exercise the same powers on behalf of the corporation or other non-natural
person which he represents as the corporation or other non-natural person could exercise if it
were an individual Member.
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act as its proxies or representatives at any general meeting of the Company or of any class of
Members. Such proxies and representatives shall be entitled to exercise rights equivalent to the
rights of other Members, including the rights to speak and vote.
(2) Variation of Rights of Shares
Members are entitled to the rights attached thereto in accordance with applicable laws, rules
or regulations, the Exchange Rules, these Articles and the terms and conditions of issuance of
Shares.
of Shares may be varied with the sanction of a Special Resolution passed at a separate general
meeting of the holders of the Shares of that class. The provisions of these Articles relating to
general meetings shall mutatis mutandis apply to every such separate general meeting, except
that the following quorum shall be satisfied:
the issued Shares of that class are present in person or by proxy at such separate general
meeting; or
class present in person, or his proxy, shall be a quorum.
The provisions of this Article shall apply to any change or abrogation of rights of Shares forming
part of a separate class. Each sub-class of the class which is being treated differently is treated
as a separate class in operating this Article.
expressly provided by applicable laws, rules or regulations, the Exchange Rules, these Articles
or the terms of issuance of the Shares of that class, be deemed to be affected or varied materially
by the creation, issue or distribution of further Shares ranking pari passu or preferable therewith,
or by redemption or repurchase by the Company of any Share of any other class.
(3) Authorities of General Meetings
meeting of the Company shall exercise, including but not limited to, the following authorities by
way of Ordinary Resolutions or Special Resolutions. All matters that can be resolved by Ordinary
Resolutions may also be resolved by Special Resolutions.
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(1) to determine any fundamental change of the Company’s business;
(2) to approve increase of the Company’s share capital (including to issue Common Shares,
Preferred Shares, securities convertible into Shares, warrants and other securities affecting
the Company’s share capital);
(3) to approve cancellation of any Shares that at the date of passing the relevant resolution
have not been taken or agreed to be taken by any person;
(4) to approve consolidation of all or any of the Company’s Shares into Shares of larger par
value than the existing Shares;
(5) to approve division of all or any of the Company’s Shares into Shares of smaller par value
than is fixed by the Memorandum or into Shares without par value;
(6) to approve the Company’s profit distribution plan and loss recovery plan;
(7) to review and approve the annual report of the Company;
(8) to approve the Company’s equity incentive plan (including stock options, restricted stocks
and stock appreciation rights, etc.);
(9) to approve provision of guarantee by the Company to entities outside the scope of the
Company’s consolidated financial statements in amounts not exceeding 30% of the Company’s
audited total assets in the latest financial period within one year, or to enterprises within
the scope of the Company’s consolidated financial statements that are “connected persons”
under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (excluding those that meet the exemption conditions thereunder);
(10) to approve the provision of financial assistance by the Company to entities outside the
scope of the Company’s consolidated financial statements where (i) the amount of a single
financial assistance exceeds 10% of the Company’s audited net assets as shown in its latest
audited financial statements; (ii) the financial statements of the assisted party for its latest
financial period show an asset-liability ratio exceeding 70%; (iii) the aggregate amount of
financial assistance provided within the preceding twelve (12) months, on a cumulative
basis, exceeds 10% of the Company’s audited net assets as shown in its latest audited
financial statements; or (iv) such financial assistance to entities outside the scope of the
Company’s consolidated financial statements is subject to shareholders’ approval under the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;
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(11) to decide on appointment or removal of any Director (including a managing or other executive
Director), to determine the remuneration of the Directors, and to appoint a new Director
upon removal of any Director to proceed with the latter’s office (except where the Board
is authorized to make such appointment or removal under these Articles);
(12) to approve payment of any compensation to any Director/former Director for removal/
retirement beyond the scope as agreed contractually;
(13) to appoint or remove Auditors of the Company, and to determine the Auditors’ remuneration;
(14) to approve material transactions that shall be approved by the general meeting in accordance
with applicable laws, rules or regulations and the Exchange Rules (other than transactions
provided for under Article 52(5));
(15) to approve related or connected transactions of the Company that shall be approved by the
general meeting in accordance with applicable laws, rules or regulations, the Exchange
Rules and the Connected (Related) Transaction Management Policy of the Company; and
(16) other matters that may be resolved by Ordinary Resolutions under applicable laws, rules or
regulations, the Exchange Rules and these Articles.
Notwithstanding any other provisions of these Articles, where applicable laws, rules or regulations,
the Exchange Rules or these Articles provide that certain resolutions of the general meeting shall
be passed by more than two-thirds of the voting rights held by the Members (including their duly
authorized proxies) present at the meeting and entitled to vote, such provisions shall prevail.
(1) to approve merger, voluntary winding up and the change of form of the Company;
(2) to approve any amendment to the Memorandum or these Articles, or to adopt a new
Memorandum and Articles of Association of the Company;
(3) to approve reduction of the total number of issued Shares of the Company (including any
redemption or repurchase of Shares not covered by general mandate granted by Members
at a general meeting) provided that other requirements of the Companies Act are complied
with;
(4) to approve voluntary withdrawal of Shares from trading on the current Exchanges and to
determine not to trade on the current Exchanges, or to decide on applying to trade on other
Exchanges;
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(5) to approve the purchase or sale of material assets of the Company within one year, or the
provision of guarantees by the Company to entities outside the scope of the Company’s
consolidated financial statements, where the amount exceeds 30% of the Company’s audited
total assets in its latest audited accounts; and
(6) other matters required to be resolved by Special Resolutions under applicable laws, rules
or regulations, the Exchange Rules and these Articles.
Articles, the general meeting may authorize the Board to exercise its authorities by appropriate
procedures.
(4) Convening of General Meetings
Company’s financial year (unless a longer period would not infringe applicable laws, rules or
regulations or the Exchange Rules). The annual general meeting shall be held at such time and
at such place as the Board shall from time to time determine.
outside the Cayman Islands) it/he deems appropriate, proceed to convene a general meeting of
the Company. In addition, the Board may, in its sole discretion, determine that the meeting be
held at one or more locations and in such manner as a Physical Meeting, an Electronic Meeting
or the combination of both.
vote per Share basis, of the Company’s Shares, the audit committee, or the independent non-
executive Directors (upon approval by more than half of all independent non-executive Directors)
(individually or collectively, the “Convener(s)”) shall have the right to propose in writing the
holding of an extraordinary general meeting to the Board. The Board shall, in accordance with
applicable laws, rules or regulations, the Exchange Rules and these Articles, issue a written
affirmative or negative opinion to hold such meeting within ten (10) days upon receiving such
proposal.
If the Board agrees to hold the meeting, it shall issue a notice of holding a general meeting within
five (5) days after the relevant Board resolution is made, while such notice shall set forth any
modification to the original proposal that is subject to the consent of the Members.
If the Board disagrees to the aforesaid proposal of the Members to convene an extraordinary general
meeting, or fails to provide any feedback within ten (10) days upon receipt of such request, the
Members requesting the convening of the extraordinary general meeting may propose to the audit
committee to convene such extraordinary general meeting and shall submit such request to the audit
committee in writing. If the audit committee agrees to convene the extraordinary general meeting,
it shall issue a notice of the general meeting within five (5) days upon receipt of the request. Any
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modification to the original request as set out in such notice shall be subject to the consent of the
relevant Members. If the audit committee fails to issue the notice of the general meeting within
the prescribed period, it shall be deemed that the audit committee does not convene or preside
over the general meeting, and Members who have individually or collectively held 10% or more
(including 10%), on a one vote per Share basis, of the Company’s issued Shares for more than
ninety (90) consecutive days may convene and preside over the extraordinary general meeting
on their own in accordance with applicable laws, rules or regulations and the Exchange Rules.
Where the Board disagrees to the proposal of the audit committee to convene an extraordinary
general meeting, or fails to provide any feedback within ten (10) days upon receipt of such proposal,
it shall be deemed that the Board is unable or fails to perform its duties to convene the
extraordinary general meeting, and the audit committee may convene and preside over such meeting
on its own.
Where the Board disagrees to the proposal of the independent non-executive Directors to convene
an extraordinary general meeting, it shall state the reasons therefor and make an announcement.
convened by the Members or the audit committee. The Company shall bear all necessary and
reasonable expenses incurred due to such general meeting convened by Members on their initiative
pursuant to Article 56.
(5) Notice of General Meetings
persons, under these Articles or the terms of issue of Shares, not entitled to receive such notice
from the Company.
the place of the meeting and if there is more than one meeting location the principal place of
the meeting; (3) if the general meeting is to be held as an Electronic Meeting or a hybrid of
Physical Meeting and Electronic Meeting, a statement to that effect and relevant details of the
electronic facilities for attendance and participation by electronic means at the meeting (or the
Company may make available such details prior to the meeting); (4) particulars of resolutions to
be considered at the meeting; (5) intention to propose any resolution as a Special Resolution to
be considered at the general meeting; (6) entitlement of a Member to appoint a proxy to attend
the vote at the general meeting on his behalf and that a proxy need not be a Member; and (7)
and other information that shall be specified therein.
meeting and for any other general meetings, Members must be given at least fourteen (14) days’
written notice. The notice convening an annual general meeting shall include a statement to that
effect. Such notice period shall be exclusive of the day on which it is given or deemed to be
given and of the day of the relevant meeting.
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shall be given as in the case of an original meeting; save as aforesaid it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an adjourned general
meeting.
Register of Members shall be deemed the sole holder thereof as regards service of notices and,
subject to the provisions of these Articles, all or any other matters connected with the Company.
proxy are sent out with notice) to send instruments of proxy to, or the non-receipt of such notice
or such instrument of proxy by, any person entitled to receive notice shall not invalidate any
proceeding of or any resolution passed at that general meeting.
pursuant to Article 60 or whether or not the provisions of these Articles in respect of general
meetings have been complied with, be deemed to have been duly convened if applicable laws,
rules or regulations and the Exchange Rules so permit and it is so agreed:
entitled to attend and vote thereat or their proxies; and
and vote at the meeting who together represent at least 95% of the total voting rights at the
meeting of all the Members.
meeting, or Members entitled to any dividend, or in order to make a determination of Members
for any other proper purpose, the Board may (1) provide that the Register of Members be closed
for transfers for a stated period in accordance with Article 40 above (if the Register of Members
shall be so closed for the purpose of determining Members entitled to receive notice of or to vote
at a general meeting, the record date for such determination shall be the date of the last day of
the relevant closure period of the Register of Members); or (2) fix in its sole discretion a date as
the record date (such record date shall not be earlier than sixty (60) days before the date of such
meeting or of any other action). If the Register of Members is not so closed and no record date
is so fixed, the date on which notice of the meeting is given or the date on which the resolution
of the Board declaring such dividend is adopted, as the case may be, shall be the record date for
such determination of Members.
A determination of the Members entitled to receive notice of or to vote at a general meeting as
aforementioned shall apply to any adjournment of such meeting; provided, however, that the
Board may fix a new record date for the adjourned meeting.
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(6) Proxy
be in any usual or common form or any other form (including in electronic form) as the Board
may from time to time determine. The instrument of proxy shall be executed under the hand of
a Member (or any other person duly authorized by such Member in writing). If a Member is a
corporation, the instrument of proxy shall be executed under the hand of its senior management
or any person duly authorized in writing by such Member.
adjournment thereof or generally until revoked.
instrument on (or in default of instructions or in the event of conflicting instructions, to exercise
his discretion in respect of) all or part of the resolutions to be proposed to the general meeting.
An instrument appointing a proxy shall be deemed to include the power to join or vote by poll,
and the power to vote on an adjournment or any other procedural matter put to a resolution at
the meeting. Where a Member appoint two or more proxies, the instrument of proxy shall state
the number and class of Shares represented by each proxy and which proxy is entitled to vote
on a show of hands.
(7) Proposed Business to be Transacted at General Meetings
of the Board (or any duly authorized committee thereof);
any duly authorized committee thereof); or
rules or regulations and these Articles by any Member who (i) is a Member on record on
both the date of giving the notice by such Member as specified in Article 56 or 71 and the
record date for determination of Members entitled to vote at such general meeting, and (ii)
complies with the notice procedures set forth in Article 56 or 71.
at the meeting from which the adjournment took place.
given timely notice thereof in proper written form to the secretary of the Board/Secretary.
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of Shares issued by the Company with voting rights.
resolution no later than ten (10) days prior to the convening of the general meeting
and submit it to the Board in writing, provided that such provisional resolution shall
not violate applicable laws or administrative regulations or the provisions of these
Articles, nor fall outside the scope of authority of the general meeting. The Company
shall, where the issuance of a supplemental notice is permissible under applicable
laws, rules or regulations and these Articles, include such provisional resolution in a
supplemental notice of general meeting, except where inclusion of such provisional
resolution would violate the laws of the place of incorporation of the Company or the
applicable regulatory requirements of the place of listing.
proposes to bring before the general meeting, including (i) a brief description of
the business desired to be brought before the general meeting and the reasons for
transacting such business at the general meeting; (ii) the name and address of such
Member as recorded in the Register of Members; (iii) the class or series and number
of Shares of the Company which are owned beneficially or registered in the name
of such Member; (iv) a description of all arrangements or understandings between
such Member and any other person or persons (including their names) in connection
with the proposal of such business by such Member and any material interest of such
Member in such business; and (v) a representation that such Member intends to appear
in person or by proxy at the general meeting to bring such business before the meeting.
requirements:
at the general meeting, his right to nominate persons for election as a Director at the
relevant meeting shall be limited to such class or category of Directors.
(1) As to each person so nominated by such Member: (i) the name, age, educational
background, business address and residential address of the person; (ii) the
principal occupation or employment of the person; (iii) the class or series and
number of Shares of the Company which are owned beneficially or registered
in the name of the person (if any); and (iv) any other information relating to the
person that would be required to be disclosed pursuant to any Exchange Rules;
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(2) As to the Member giving notice: (i) the name and record address of such Member
as recorded in the Register of Members; (ii) the class or series and number of
Shares of the Company which are owned beneficially or registered in the name
of such Member; (iii) a description of all arrangements or consensus between
such Member and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made
by such Member; (iv) a representation that such Member intends to appear in
person or by proxy at the general meeting to nominate the person(s) named in
its notice; and (v) any other information relating to such Member that would be
required to be disclosed pursuant to any Exchange Rules.
be named as a nominee and to serve as a Director if elected.
with the procedures set forth above. If the chairman of the general meeting determines
that a nomination was not made in accordance with the foregoing procedures, the
chairman shall declare to the meeting as such and that such defective nomination shall
be disregarded.
only the holders of one or more series of Preferred Shares of the Company are entitled
to vote (unless otherwise provided under the terms of issuance such series of Preferred
Shares).
meeting, the cumulative voting system shall be adopted.
For the purpose of the preceding paragraph, the “cumulative voting system” means
that, when electing independent non-executive Directors at a general meeting, each
Share shall carry the same number of voting rights as the number of independent
non-executive Directors to be elected, and the voting rights held by a Member may
be cast collectively for one candidate or distributed among several candidates. The
Board shall disclose to the Members the biographies and basic information of the
candidates for independent non-executive Directors.
(8) Proceedings at General Meetings
to meet the quorum. No business shall be transacted at any general meeting unless a quorum is
present.
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meeting, if convened upon the requisition of Members, shall be dissolved; in any other case the
meeting shall stand adjourned to the same day in the next week at the same time and place or to
such other time and place as the Board may determine.
to do so by simultaneous attendance and participation by means of electronic facilities at such
one or more locations. Any Member or proxy attending and participating by means of electronic
facilities is deemed to be present at the meeting and shall be counted in the quorum for such
meeting.
arrangements for managing the attendance and/or participation by relevant persons, including
without limitation issue of tickets, and adoption of entry passcode, seat reservation, electronic
voting or other means as it/he shall in its/his absolute discretion consider appropriate, with which
the persons attending the relevant meeting shall comply in full. The Board and the chairman
of the relevant general meeting may in its/his sole discretion change any such arrangements
if necessary, provided that any such changes do not involve any circumstances that would be
required for timely advance disclosure or announcement by the Company to persons attending
the meeting in accordance with the applicable laws, rules or regulations and any Exchange rules.
prior to the convening of the relevant meeting (whether or not notice of such adjourned meeting is
required to be given), the Board considers that the date, time, place of the meeting or the electronic
facilities specified in the notice are inappropriate, the Board may, at its absolute discretion, change
the date, time and place of the meeting and vary the form of the meeting (including a Physical
Meeting, an Electronic Meeting or a combination of both).
If the chairman of the Board is unable to preside over the meeting due to whatever reason or
has not shown up within fifteen (15) minutes after the time appointed for the meeting, the other
Directors present shall elect one of their number to be chairman of the meeting. If all of the
Directors present is unable to preside over the meeting or no Director has shown up within fifteen
(15) minutes after the time appointed for the meeting, the Members present shall choose one of
their number to be the chairman of the meeting.
If the chairman of a general meeting is participating in the general meeting using an electronic
facility and his communication becomes interrupted, another person as determined in accordance
with the procedures above shall preside as the chairman until the original chairman is able to
participate in and preside over the meeting.
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Electronic Meeting shall ensure adequate electronic facilities are available throughout the meeting.
The inability of one or more person to access the meeting, or continue to access the meeting,
with the electronic facilities shall not affect the validity of the proceedings at the meeting or any
resolutions passed thereon.
duly convened hereunder, and shall if so directed by the meeting, adjourn the meeting from time
to time (or indefinitely) and/or from place to place and/or from one form to another (a Physical
Meeting, an Electronic Meeting or a combination of both).
(9) Voting by Members and Passing of Resolutions at General Meetings
on the record date for such meeting.
Member of record present in person or by proxy shall have one vote for each Share registered
in his name in the Register of Members.
resolution decided on a poll.
In the case of joint holders of record, the vote of the senior who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of other joint holders, and for this
purpose seniority shall be determined by the order in which the names stand in the Register of
Members.
at any general meeting and shall not be counted in determining the total number of outstanding
shares at any given time.
administrative matter to be voted on by a show of hands, and each Member or proxy may cast
only one vote. For the purpose of this Article, procedural and administrative matters are those
that (1) are not on the agenda or specified in the circular of the general meeting; and (2) relate to
maintain the orderly conduct of the meeting or allow the business of the meeting to be properly
and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their
views.
at the general meeting or at any adjourned meeting thereof. Any such objection shall be referred
to the chairman of the meeting for determination whose decision shall be final and conclusive.
Objection not raised at the general meeting or any adjourned meeting thereof or declined by the
chairman shall not affect the validity of any vote by the relevant Member at such general meeting.
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voting Shares, or any investor protection institution established in accordance with applicable
laws, administrative regulations or the requirements of the CSRC, may publicly request Members
of the Company to entrust them to attend the general meeting on their behalf and to exercise
shareholders’ rights such as the right to propose resolutions and voting rights. Unless otherwise
provided by applicable laws, rules or regulations, neither the Company nor the convener of the
general meeting shall impose conditions on the person soliciting such rights. The solicitation of
shareholders’ rights shall be conducted without consideration and sufficient information necessary
for Members to make an authorization shall be fully disclosed to the persons being solicited. No
solicitation of shareholders’ rights shall be conducted in a paid or disguised paid manner.
CHAPTER 4 DIRECTORS AND THE BOARD
(1) Directors Appointment and Vacation of Office
time by the Board; provided, however, that so long as the Shares are listed on any Exchange,
the Board shall include such number of Directors as applicable laws, rules or regulations or the
Exchange Rules require.
the Exchange Rules to be appointed as a Director, but no shareholding qualification is required
to be held by a Director.
Director, either to fill a casual vacancy or as an addition to the existing Directors. Any Director
so appointed by the Board in accordance with the preceding sentence shall hold office only until
the first annual general meeting of the Company after his appointment and shall then be eligible
for re-election at that meeting.
Company shall hold office for the remainder of the full term of the removed Director.
specified circumstances, the Directors shall be divided into three classes designated as Class I,
Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a
resolution or resolutions passed by the Board. At the first annual general meeting of the Company
after the adoption of these Articles, the term of office of the Class II Directors shall expire and
Class II Directors shall be elected for a full term of three years. At the second annual general
meeting of the Company after the adoption of these Articles, the term of office of the Class III
Directors shall expire and Class III Directors shall be elected for a full term of three years. At
the third annual general meeting of the Company after the adoption of these Articles, the term of
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office of the Class I Directors shall expire and Class I Directors shall be elected for a full term
of three years. At each succeeding annual general meeting of the Company, Directors shall be
elected for a full term of three years to succeed the Directors of the relevant class whose terms
expire at such annual general meeting.
Secretary that he resigns the office of Director;
resolution for the removal of a Director, the Director proposed to be removed shall abstain
from voting;
not appoint another Director to attend on his/her behalf, such Director shall be deemed
unable to perform his/her duties and shall cease to hold office as a Director upon removal
by a resolution of the Board; or
circumstances, after the Board has performed the relevant procedures under applicable
laws, regulations and these Articles: (i) he/she is prohibited from acting as a Director
pursuant to applicable laws, rules or regulations and the Exchange Rules; (ii) he/she dies,
becomes bankrupt or enters into any arrangement or composition with his/her creditors for
debt restructuring or reorganisation; or (iii) he/she is adjudged to be of unsound mind or
becomes mentally incapacitate.
to such removed Director as provided for in any service contract in respect of the termination
of his appointment as a Director or of any other appointment or office shall not be affected as a
result of the termination of his appointment as a Director.
as their number is reduced below the number fixed by or pursuant to applicable laws, rules or
regulations, the Exchange Rules or these Articles as the necessary quorum of meeting of Directors,
the Directors in service may act only for the purposes of increasing the number of Directors to
that quorum, or of summoning a general meeting of the Company.
(2) Remuneration and Interests of Directors
may authorise the Board to determine the specific amount thereof, and such remuneration shall
accrue on a daily basis.
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special work or services for, or undertaking any special mission on behalf of, the Company other
than his ordinary routine work as a Director.
of profit under the Company (other than the office of Auditor) in conjunction with his office of
Director for such period and on such terms as to remuneration and otherwise as the Board may
determine.
outside the scope of duties of directors, by himself or his firm in a professional capacity for
the Company and he or his firm shall be entitled to remuneration for the professional services
provided. Such remuneration shall be in addition to his remuneration as a Director.
to any Director who has held any other salaried office or place of profit with the Company or
to his widow or dependents and may make contributions to any funds and pay premiums for the
purchase or provision of any such gratuity, pension or allowance.
become a director, senior manager or other member of any other company or otherwise interested
in any company, and no such Director shall be accountable to the Company for any remuneration
or other benefits received by him therefor unless otherwise stated under the Exchange Rules.
expenses properly incurred in going to, attending and returning from the meetings of the Board
or of any committee of the Board, or the general meetings of the Company, or otherwise in
connection with the business of the Company, or to receive a fixed allowance in respect thereof
as may be determined by the Board from time to time, or to a combination of both.
the relevant Board meeting shall be a majority of the disinterested Directors (such “disinterested
Directors” shall not include a Director who himself or whose close associate(s) (as defined under
the Exchange Rules) has a material interest in any such contract, transaction or loan). Unless
otherwise permitted under applicable laws, rules or regulations, the Exchange Rules and these
Articles, a Director shall not vote on any Board resolution approving any contract, transaction,
loan or any other arrangements in which he or any of his close associates has a material interest.
at the earliest meeting of the Board at which it is practicable for them to do so by way of a
written notice stating that, by reason specified in the notice (such as being shareholders, directors,
senior management or employees of other entities involved in such contract or transaction), they
are to be regarded as interested in any contracts which may subsequently be entered into by the
Company.
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(3) Authorities and Duties of the Board
authorization granted at general meetings of the Company, the Board shall manage the business
of the Company and exercise all the powers of the Company.
following authorities and duties:
to be issued and the number of issued Shares;
convertible bonds which are subject to approval at the general meeting);
and uncalled share capital in whole or in part to raise funds (other than the guarantees
provided under Article 51(9) or 52(5));
the Company;
by the Board in accordance with applicable laws, rules or regulations, the Exchange Rules
and other requirements;
of the Company’s consolidated financial statements which are not “connected persons”
under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited;
of the Company’s consolidated financial statements;
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to the existing Directors, provided that the total number of Directors shall not exceed that
fixed under these Articles;
general meeting;
secretary of the Board, the person-in-charge of finance and other senior management, and
decide on matters of their remuneration, rewards and punishments;
Rules, these Articles and other requirements.
receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise
executed as the case may be in such manner as the Board shall determine by resolution or in
accordance with the internal rules and regulations of the Company.
(4) Delegation of the Power of the Board
as its agent for managing the affairs of the Company, and may appoint any person to be a member
of the aforementioned committees.
with Article 108. To the extent applicable, the proceedings of a committee of the Board shall be
governed by the Articles regulating the proceedings of the Board.
Board may authorize the senior management of the Company to exercise relevant authorities and
duties thereof through appropriate procedures, or delegate to any Director holding any senior
management position such of their powers as they consider desirable to be exercised by him.
to any conditions the Board may impose, and either collaterally with or to the exclusion of their
own powers and may be revoked or altered.
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Company and delegate such powers, authorities and discretions (not exceeding those vested in or
exercisable by the Board under these Articles) and for such period and subject to such conditions
as the Board may think fit; provided, however, that such delegation is not to the exclusion of the
Board’s own powers and may be revoked by the Board at any time.
(5) Notice of Board Meetings
business, convening, adjourning and otherwise regulating Board meetings in its absolute discretion.
and for other meetings of the Board, notice shall be given to each Director at least two (2) days
before the date of the meeting. Any accidental omission to give notice of a meeting of the Board
to, or the non-receipt of notice of a meeting by any person entitled to receive notice shall not
invalidate the proceedings of that meeting.
on the direction of such persons, shall issue a notice of meeting to each Director by telephone
or electronic email during normal business hours, whilst such notice shall set forth the business
to be considered. Notice given as aforesaid shall be deemed to have been given on the day it is
delivered to the Directors. No notice of Board meeting shall be required if such notice is waived
by all the Directors either at the meeting, or before or after the meeting is held.
(6) Proceedings at Board Meetings
the Board.
than half of all Directors, of whom at least one shall be an executive Director, are present in
person or by proxy.
Director so participating shall be deemed as being present in person and shall be counted in the
quorum and be entitled to vote.
meeting, and the proxy so appointed shall be counted in the quorum present at such Board meeting
at which the Director appointing him is not present.
notwithstanding the withdrawal of Directors during the course of meeting.
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at any meeting the chairman of the Board is not present within five (5) minutes after the time
appointed for holding such meeting, the Directors present may jointly elect one of their number
to preside over the meeting.
(7) Voting and Resolutions at Board Meetings
be decided by a majority of votes of all Directors present and vote at such Board meeting. One
Director shall have one vote when voting on the Board resolutions.
at the Board meeting, the related or connected Director shall neither vote on the resolution nor
exercise voting rights on behalf of other Directors. The majority of unrelated or non-connected
Directors shall be present at such Board meeting and the resolutions proposed at such Board
meeting shall be adopted by majority of unrelated or non-connected Directors. If there are less
than three unrelated or non-connected Directors attending the Board meeting, the Company shall
submit the matter to the general meeting for deliberation.
to being approved by the majority of all Directors, be approved by more than two-thirds of the
Directors attending the Board meeting.
repurchase shall, unless otherwise permitted under applicable laws, rules or regulations and the
Exchange Rules, be subject to the consideration and approval of the general meeting.
Pursuant to the relevant laws and regulations of Mainland China and the provisions of these Articles,
where the Company repurchases RMB Common Shares under any of the following circumstances,
a resolution of the Board passed at a duly convened Board meeting at which no less than
two-thirds of the Directors are present shall suffice: (i) where the Shares are to be used for an
employee share ownership scheme or equity incentive; (ii) where the Shares are to be used for
the conversion of corporate bonds issued by the Company that are convertible into Shares; or (iii)
where such repurchase is necessary for the Company to safeguard its value and the interests of
its shareholders, etc.
Company matter is taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the Minutes of the meeting or unless he shall file his written dissent from
such action with the secretary of the Board/Secretary before the adjournment of such meeting or
shall forward such dissent by registered mail to such secretary immediately after the adjournment
of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such
action.
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that it be afterwards discovered that there was some defect in the appointment of any Director, or
that any Director was disqualified, be as valid as if every such person had been duly appointed
and qualified to be a Director as the case may be.
of a committee of the Board who at the time are entitled to receive notice of such Board meeting
and vote on the resolution thereon, shall be as valid and effectual as if it had been passed at a
meeting of the Board or committee (as the case may be) duly convened and held.
meeting shall invalidate any prior resolution of the Board which would have been valid if that
amendment had not been made or such resolution had not been passed.
CHAPTER 5 SENIOR MANAGEMENT AND SECRETARY
chief executive officer, the president, the secretary of the Board, the person in charge of finance
and such other senior management as may be appointed by the Board.
the date of appointment by resolution of the Board and shall terminate upon the occurrence of
any of the following circumstances:
of the Board/Secretary of the Company to resign from his/her office as senior management;
circumstance under applicable laws and regulations prohibiting him/her from acting as
senior management, he/she shall vacate his/her office after the Board has performed the
relevant procedures under applicable laws, regulations or the Company’s internal policies.
prejudice to any right to claim for damages that such Director may have against the Company or the
Company may have against such Director for any breach of any contract of service between such
Director and the Company, be liable to be dismissed or removed from such senior management
office by the Board.
and immediately cease to hold such senior management office if he shall cease to hold the office
of Director for any cause.
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the Board may appoint the Secretary/secretary of the Board. The duties of the secretary of the
Board shall be performed in accordance with the applicable laws and regulations.
CHAPTER 6 FINANCIAL INFORMATION, PROFIT DISTRIBUTION AND AUDIT
(1) Financial Information
received and expended by the Company and the matters in respect of which the receipt or
expenditure takes place, all sales and purchases of goods by the Company and the assets and
liabilities of the Company. Proper books shall not be deemed to be kept if they are not kept as
to give a true and fair view of the state of the Company’s affairs and to explain its transactions.
annual general meeting (1) a profit and loss account together with a balance sheet of the Company
for the last financial year; (2) a management’s report with respect to the Company’s financial
position; (3) the Auditors’ report on such accounts prepared pursuant to these Articles; and (4)
such other reports and accounts as may be required by applicable laws, rules or regulations and
the Exchange Rules.
meeting (together with the notice of meeting) shall be served by the Company to each Member
at least twenty-one (21) days prior to the date appointed for such meeting and in such manner as
prescribed in the Articles in connection with giving notice of meeting. The Company shall not
be required to send such copies to any Member of whose address the Company is not aware.
the heading of “FINANCIAL INFORMATION” shall be deemed satisfied where, in accordance
with applicable laws, rules or regulations and the Exchange Rules, the Company has published
such copies as referred to in Article 137 on the Company’s computer network or in any other
permitted manner (including by form of Electronic Communication), and that person has agreed
to treat the publication of the documents in the foregoing manners to be deemed to discharge the
Company’s obligations to send to him copies of such documents under the aforesaid Article.
(2) Profit Distribution
the Board may declare dividends to be paid to Members out of the profits (whether realized or
unrealized) or the share premium account of the Company or other assets as permitted under the
Companies Act.
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Company may deem proper as reserves provided that the profit distribution plan as approved
by an Ordinary Resolution at the general meeting is complied with. The Board may, at its sole
discretion, determine to employ such reserve in the operation of the business of the Company.
assets, including without limitation paid up shares, debentures, or debenture stock of any other
company held by the Company, and issue of fractional Shares, provided that the profit distribution
plan as approved by an Ordinary Resolution at the general meeting is complied with. In addition,
the Board may settle dividend payment in manners as they think expedient and in particular,
may issue fractional share certificates and fix the value for distribution of such specific assets or
any part thereof and may determine that cash payments shall be made to any Members upon the
footing of the value so fixed in order to adjust the rights of all Members and may create trusts in
respect of such specific assets from dividend payment vest any such specific assets in trust for
management by the trustees as may seem expedient to the Board.
the Board to capitalize any sum standing to the credit of any of the Company’s reserve accounts
(including share premium account and capital redemption reserve fund) or any sum standing to
the credit of profit and loss account or otherwise available for distribution and to appropriate
such sum for distribution to Members in the proportions in which such sum would have been
divisible amongst them had the same been a distribution of profits by way of dividend and to
apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution
credited as fully paid up to and amongst the Members in the proportion aforesaid. In such event
the Board shall take all necessary action to give effect to such capitalisation. The Board may
in its absolute discretion make such provisions as it thinks fit for the case of shares becoming
distributable in fractions (including provisions whereby the benefit of fractional entitlements
accrue to the Company rather than to the Members concerned). The Board may authorize any
person to enter on behalf of all of the Members interested into an agreement with the Company
providing for such capitalisation and matters incidental thereto and any agreement made under
such authority shall be effective and binding on all persons concerned.
shall be distributed in accordance with the amounts paid or credited as paid on the Shares at the
relevant record date. For the purpose of this Article, no amount paid or credited as paid on a share
in advance of calls shall be treated as paid on the Share, whilst interest may accrue therefor.
declared and set aside for payment on any series of Preferred Shares in respect of any Dividend
Period unless there shall likewise be or have been paid, or declared and set aside for payment, on
all Preferred Shares of each other series entitled to cumulative dividends at the time outstanding
which rank senior or equally as to dividends with the series in question, dividends ratably in
accordance with the sums which would be payable on the said Preferred Shares through the end
of the last preceding Dividend Period if all dividends were declared and paid in full.
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presently payable by him to the Company on account of calls or otherwise.
or warrant post directly to the registered address of the holder or, in the case of joint holders, to
the holder who is first named on the Register of Members or to such person and to such address
as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made
payable to the order of the person to whom it is sent.
The Company may cease sending such cheques for dividend entitlements or dividend warrants if
such cheques or warrants have been left uncashed on two (2) consecutive occasions. However, the
Company may exercise its power to cease sending cheques for dividend entitlements or dividend
warrants after the first occasion on which such a cheque or warrant is returned undelivered.
China for the payment of dividends to holders of RMB Common Shares, and shall withhold and
remit tax payable on income of individual Members from such dividends in accordance with
requirements of the tax law in Mainland China.
(3) Appointment and Duties of Auditors
applicable laws, rules or regulations and the Exchange Rules.
report thereon to be annexed thereto. Such report shall be laid before the Company at its annual
general meeting in each year and shall be open to inspection by any Member.
following their appointment and at any other general meeting and at any time during their tenure
of office if so required by the Board or by the Members.
CHAPTER 7 WINDING UP
of the Company and subject to the Companies Act, divide amongst the Members in kind the
whole or any part of the assets of the Company (whether they shall consist of property of the
same kind or not) and may for that purpose value any assets and determine how the distribution
shall be carried out as between the Members or different classes of Members. The liquidator may,
with the like sanction, establish trusts for the whole or any part of such assets for management
by the trustees upon such trusts for the benefit of Members as the liquidator shall think fit, but
so that no Member shall be compelled to accept any asset upon which there is a liability.
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shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed
so that, as nearly as may be, the losses shall be borne by the Members in proportion to the
par value of the Shares held by them. If in a winding up the assets available for distribution
amongst the Members shall be more than sufficient to repay the whole of the paid up capital at
the commencement of the winding up, the surplus shall be distributed amongst the Members in
proportion to the par value of the Shares held by them at the commencement of the winding up
subject to a deduction from those Shares in respect of which there are monies due, of all monies
payable to the Company for unpaid calls or otherwise. This Article shall be without prejudice to
the rights conferred on the holders of Shares issued upon special terms and conditions.
holders of any one or more series of Preferred Shares which (1) are entitled to a preference over
the holders of Common Shares upon such winding up, and (2) rank equally in connection with
any such distribution, shall be insufficient to pay in full the preferential amount to which the
holders of such Preferred Shares shall be entitled, then such assets, or the proceeds from the sale
thereof, shall be distributed among the holders of each such series of the Preferred Shares ratably
in accordance with the sums which would be payable on such distribution if all sums payable
were discharged in full.
CHAPTER 8 INDEMNITY
the Company (but not including the Company’s auditors) and the personal representatives of the
same (each an “Indemnified Person”) shall be indemnified and hold harmless by the Company
against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred
or suffered by such Indemnified Person, other than by reason of such Indemnified Person’s own
dishonesty, willful default or fraud, in or about the conduct of the Company’s business or affairs
or in the execution or discharge of his duties, powers, authorities or discretions, including without
prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by
such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings
concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.
CHAPTER 9 NOTICES
law, rules or regulations and the Exchange Rules.
notices shall be given in accordance with the following provisions:
Electronic Communication to him or to his address as shown in the Register of Members
(or where the notice is given by email by sending it to the email address provided by such
Member);
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website to which the relevant person may have access, subject to the Company complying
with any applicable laws, rules or regulations and the Exchange Rules from then in force
with regard to any requirements for the obtaining of consent (or deemed consent) from such
person and/or for giving notification to any such person stating that the notice, document
or publication is available on the Company’s computer network website (a “notice of
availability”). The notice of availability may be given by any of the means set out above
other than by posting it on the Company’s website;
which the envelope containing the same is properly addressed, pre-paid and put into the
post, and shall be deemed to have been served on the day following that day on which the
notice was posted. Where a notice is given by email, the service shall be deemed to be
effected by transmitting the email to the email address provided by the intended recipient
and shall be deemed to have been received on the same day on which it was sent, and it
shall not be necessary for the receipt of the email to be acknowledged by the recipient.
Subject to Article 158.2, a notice published on the Company’s website or the website of
an Exchange is deemed given by the Company to a Member on the day following that on
which a notice of availability is deemed served on the Member;
bankruptcy of a Member, the Company may give the notice in any manner in which the
same might have been given if the death or bankruptcy of such Member had not occurred.
the Company, whether within or outside the Cayman Islands.
requirements of CSRC and Shanghai Stock Exchange. Notices issued by the Company to holders
of RMB Common Shares shall, in addition to service of Notices to all Members in accordance
with Articles 157 to 158, be at the same time announced on media designated by CSRC. Once
the announcement is released, it will be deemed that all holders of RMB Common Shares have
received such notice.
CHAPTER 10 MISCELLANEOUS
(1) Seal
behalf. Every instrument to which the Seal has been affixed shall be signed by one person who
shall be either a Director or the Company Secretary or some other person authorized by the
Board for such purpose. The Seal shall not be used without authority of the Board or authorized
committee of the Board.
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duplicate Seals each of which shall be a facsimile of the Common Seal of the Company. If the
Board so determines, the Company may add on the face of the duplicate Seal the name of the
place where it is to be used.
the Seal of the Company over his signature alone to any document of the Company required to
be authenticated by him under Seal or to be filed with the Registrar of Companies in the Cayman
Islands or elsewhere wheresoever.
(2) Transfer by way of Continuation
provisions of the Companies Act and with the sanction of a Special Resolution, have the power
to register by way of continuation as a body corporate under the laws of any jurisdiction outside
the Cayman Islands and to be deregistered in the Cayman Islands.
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