Skyworth Digital Co., Ltd. Articles

08-16-2015

Skyworth Digital Co., Ltd. Articles

 

(After 2014 s 2014 First Extraordinary General Assembly on October 28, the company through the review)

table of Contents

Chapter I General Provisions

Business purpose and scope of Chapter II

Chapter III Shares

Chapter IV of shareholders and shareholders

Chapter V of the Board

Chapter VI, general manager and other senior management personnel

Chapter VII of the Supervisory Board

Chapter VIII of the financial accounting system, the distribution of profits and audit

Chapter IX Notification and Publication

Chapter merger, capital increase, capital reduction, dissolution and liquidation

Chapter XI amendments to the Constitution

Chapter XII Supplementary Provisions


(October 2014 Revision)

Chapter I General Provisions

The first is to safeguard the legitimate rights and interests of the company, shareholders and creditors, to regulate the organization and behavior, according to "People's Republic of China Company Law" (hereinafter referred to as the "Company Law"), "People's Republic of China Securities Law" (hereinafter referred to as the "Securities Law ") and other relevant regulations, the development of this regulation.

The second company of the Sichuan Provincial People's Government in accordance with "the issuance of Provincial Economic Restructuring Office and other departments on the expansion of state-owned medium-sized enterprises shareholding pilot views of the notice" (Chuan Fu Fa [1988] No. 36) spirit, the Suining Municipal People's Government Sui Fu Han (1988) No. 018, approved ways to raise the establishment of social Ltd. (hereinafter referred to as the "Company").

In 1996, the company under the State Council "on the original limited liability companies and joint stock pursuant to" Company Law "to regulate the notice" and Suining, Sichuan Province Administration for Industry and Commerce, "on further implementation of the original limited liability companies and joint stock regulate the re-registration of the implementation of views, "the spirit, the control" Company Law "were the norm, and shall perform the re-registration.

In 2003, the state-owned legal person shareholder China Resources Corporation will transfer the shares held by agreement with the Hong Kong China Resources Textile (Group) Co., Ltd., according to the Foreign Trade and Economic Cooperation Decree No. 1 of 1995, "the relevant issues concerning the establishment of foreign investment Co., Ltd. Interim Provisions "and the Ministry of Foreign Trade and Economic Cooperation, State Administration of Taxation, the State Administration for Industry and Commerce, the State Administration of Foreign Exchange Order No. 3 of 2003," Interim Provisions on Foreign Investors to Merge Domestic Enterprises "and other relevant regulations, company law to fulfill the approval and change registration.

2014, shareholders of China Resources Textile (Group) Co., Ltd. will be its holding 4,800 million shares transfer agreement to the Shenzhen Skyworth -RGB Electronics Co., Ltd., the company to Shenzhen Skyworth Digital Co., Ltd. non-public offering to all shareholders to buy Shenzhen Skyworth Digital Technology Co., Ltd. 100% stake in the company law to fulfill the approval and registration changes.

The company is now Sichuan Province Administration for Industry and registration, obtain a business license, business license number: 510000400002304 number.

Article 8 company in 1988 menstrual China approved by the People's Bank branch in Suining, three times to the public issuance of RMB 20 million ordinary shares, are issued to domestic investors in RMB domestic shares subscribed, in June 1998 listed on the Shenzhen Stock Exchange on the 2nd.

Article Company registered name: Skyworth Digital Corp.

Company Name: SKYWORTH DIGITAL CO, LTD..

Article Company Address: Suining City Suizhou Road 309.

              Postal Code: 629000

Article Companies registered capital of RMB 499,251,633 yuan (one hundred million Jiuqian store fifty thousand one thousand nine hundred and sixty thousand Lu Bai Sanshi three million).

Article VII of the company as a permanent subsisting Foreign Investment.

Article VIII, chairman of the company's legal representative.

Article IX all the assets are divided into equal shares, shareholders subscribed for its share of the limited liability company, the company is liable with all its assets for its debts.

Article 10 The Articles of Association from the date of entry into force, it becomes to regulate the organization and conduct legally-binding rights and obligations between the company and the shareholders, and the shareholders of the company, its shareholders, directors, supervisors, senior management legally binding document. According to the Articles of Association, shareholders can sue shareholders, shareholders can sue the directors, supervisors, general manager and other senior management staff, shareholders can sue the company, the company can sue the shareholders, directors, supervisors, general manager and other senior management personnel.

Article XI of this Constitution referred to other senior executives refers to the company's Deputy General Manager, Secretary of the Board, Chief Financial Officer.

Business purpose and scope of Chapter II

Article 12 A company's business purpose: to forge ahead, the spirit of exploration and innovation, high standard, high-level management, optimize the structure, expand the market, the pursuit of best value for money, create more wealth, and strive to become an international adaptation competitive class enterprises, shareholders and staff to maximize value.

Article 13 All registered according to law, the company's operating areas: domestic trade (excluding franchise, monopoly, control of goods); except for import and export business (laws, administrative regulations, the State Council decided to ban the project, limit the project to obtain permission After the order to operate). Development, research, production and operation of the digital video broadcasting system products; research and development, production and sales of multimedia information system products and services; software development, production, sales and service; IC R & D, sales and service; telecommunications terminal equipment and telecommunications terminal equipment access devices and transmission system development, production and sales; digital electronic products, automotive electronics, computers, tablet computers, mobile communications product development, production and sales; information consulting (without restrictions); technical services (final change In industry and commerce administration departments approved shall prevail).

Chapter III Shares

Section shares issued

The shares of the company's shares Article XIV.

Article XV of the issued shares of the company, the implementation of an open, fair and impartial manner, with each share class shall have the same rights.

The same issue of the same class of stock, issuance conditions and price per share should be the same; any organization or individual shares subscribed, should pay the same price per share.

Article 16 The shares issued in RMB value indicated.

Article XVII of the shares issued by the Company in China Securities Depository and Clearing Corporation Limited Shenzhen Branch centralized depository.

Article XVIII company sponsors to Suining Industrial asset management company, in June 1988 the original Suining Cotton Textile Factory by net assets invested into shares after capital verification.

The company in September 2014 ** day to complete the implementation of major asset sales, replacement and to issue shares to buy assets of a major asset restructuring activities, the issue of shares 369,585,915 shares.

The total number of shares to 499,251,633 shares of the Company Article XIX (Jiuqian wantonly million nine hundred fifty thousand one thousand Lu Bai Ershi Sanshi three shares), all of the common shares.

Diershitiao company or its subsidiaries (including the company's affiliated companies) is not a grant, underwritten, guarantees, loans and other forms of compensation or for the purchase or intend to purchase shares of the Company to provide any funding.

Increase or decrease in the second quarter and repurchase shares

Article 21 required the operation and development of, in accordance with laws and regulations, the general meeting were passed a resolution to increase the capital in the following ways:

(A) public offering of shares;

(Ii) non-public offering of shares;

(C) the bonus issue of shares to existing shareholders;

(D) to reserve capitalization;

(V) laws, administrative regulations and other means approved by the China Securities Regulatory Commission.

Article 22 The company may reduce its registered capital. The company reduce its registered capital, it shall follow the procedures "Company Law" and other relevant regulations and provisions of this Constitution shall apply.

Article 23 in the following cases, in accordance with laws, administrative regulations, departmental rules and the Articles of Association, the acquisition of the company's shares:

(A) reduce the company's registered capital;

(Ii) the holders of shares of the company merge with another company;

(Iii) The shares awarded to employees of the Company;

(Iv) the shareholders because of the company's general meeting of shareholders to the merger, division dissent resolution, require the company to purchase its shares.

In addition to the above-mentioned circumstances, the company does not buy or sell shares of the company's activities.

Article 24 The Company acquired the shares of the company, you can choose one of the following ways:

(A) Stock Exchange centralized auction trading;

(B) the tender offer;

(Iii) other means approved by China Securities Regulatory Commission.

Article 25 of the Articles of Association of the company due to reasons Article 23 (a) to (c) acquisition of shares of the Company shall be the shareholders' meeting resolution. In accordance with Article 23 of the company after the acquisition of the shares of the company, belonging to the (a) case, it shall, within 10 days from date of acquisition, cancellation; belonging to subparagraph (b), paragraph (d) of the case, it should be transfer or cancellation within six months.

Shares of the Company pursuant to Article 23 (c) provides that the acquisition, the Company will not exceed 5% of the total shares issued; funds for the acquisition shall be paid from the company's after-tax profits; acquired Shares shall be transferred to employees within one year.

Company to repurchase shares of the company, the industry and commerce administration departments should apply for change of registered capital.

Section transfer of shares

Article 26 The company's shares can be transferred by law.

Article 27 The Company does not accept its own shares as the subject of a pledge.

Article 28 of the Company's shares held by the promoters, since the establishment of the company within one year shall not be transferable. The company's public offering of shares issued before the shares, since the company's shares in the Stock Exchange within one year shall not be transferable.

Directors, supervisors and senior management personnel and its shares in the company shall declare any changes in the Company held by the transfer of the shares each year during his tenure may not exceed 25% of the total number they hold shares of the Company; the shares held shall not be transferred within one year from the date of the Company's shares are listed and traded. Shares above persons within six months after leaving shall not transfer its holding of the Company.

Shares more than 5% of shareholders Article 29 company directors, supervisors and senior management, holding company, which holds shares of the Company within six months after buying to sell, or sell after 6 within months and buy, thus the proceeds belong to the Company, the Board of Directors of the Company will resume its proceeds. However, underwriting securities company purchases all the unsold stock held more than 5% of the shares, to sell the stock from six months time limit.

The Board of Directors does not perform in accordance with the preceding paragraph, the shareholders have the right to ask the board to perform within 30 days. The Board of Directors is not performed within the said period, shareholders have the right to sue the company for the benefit of its own behalf directly to the people's court.

The Board of Directors does not perform in accordance with the provisions of the first paragraph, the responsible directors assume joint and several liability.

Chapter IV of shareholders and shareholders

Section shareholders

Article 30 The Company has established a register of shareholders on the basis of credentials securities registration institutions, shareholders shareholders holding shares of the company is to demonstrate sufficient evidence. Shareholders enjoyed by classes of shares hold the rights, obligations; the same type of shares held by shareholders, enjoy equal rights and bear the same kind of obligations.

Article 31 The Company shareholders' meeting, the distribution of dividends, liquidation and engage in other behaviors need to confirm the identity of the shareholders, board of directors or shareholders determined by the convener of the record date of the General Assembly, after shareholders of record on the close of registered shareholders enjoying the relevant rights and interests shareholders.

Article 32 The shareholders have the following rights:

(A) to obtain other forms of dividends and the distribution of benefits in accordance with the share of the shares they hold;

(B) requests by law, convene and preside over, participate or appoint proxies to attend the shareholders' meeting and to exercise the corresponding voting rights;

(Iii) to supervise the company's operations and make recommendations or inquiries;

(D) In accordance with the provisions of laws, administrative regulations and the Articles of transfer, gift or pledge of shares they hold;

(V) inspection of the articles of association, shareholders, corporate bonds, shareholders' meeting records, resolutions of the Board of Directors meeting, the Board of Supervisors meeting resolutions, financial reports;

When (VI) termination or liquidation, the shares held by the share participation of surplus property distribution company;

(Vii) the Company's general meeting of shareholders to merge, separate dissenting shareholder resolutions require the company to purchase its shares;

Other rights (viii) laws, administrative regulations, departmental rules or provisions of this Constitution.

Now shareholder proposed Article 33 of the preceding article, or to obtain information about the information, it shall provide proof of its kind to the company's shares and the number of holdings in a written document, to be in accordance with the shareholders of the Company by the shareholders requesting verification of identity provided ʱ??

Article 34 The shareholders' meeting, the Board of Directors resolution is in violation of laws and administrative regulations, shareholders are entitled to request the court to be invalid.

Shareholders' meeting convened by the Board of procedures, voting violations of laws, administrative regulations or the Articles of Association, or the resolutions of violation of the Constitution, shareholders are entitled to from the date of the making of the resolution within 60 days, request the court to revoke.

Article 35 The directors, senior managers performing their duties in violation of laws, administrative regulations or the Articles of Association, the loss caused to the company, the shareholders more than 180 consecutive days individually or jointly holding more than 1% of the shares entitled to a written request the Board of Supervisors to the people's court proceedings; breach of the Board of Supervisors when performing their duties laws and administrative regulations or the Articles of Association, the loss caused to the company, the shareholders may request in writing to the people's court proceedings of the Board.

The Board of Supervisors, the Board of Directors after receiving the written request of shareholders in the preceding paragraph refused to sue, or from the date of receipt of the request within 30 days did not bring an action, or an emergency, do not sue the company will immediately benefit irreparable damage Shareholders in the preceding paragraph shall be entitled for the benefit of the company directly to the people's court proceedings in its own name.

Infringement of the legitimate interests of the company, causing losses to the company, the first paragraph of this section shareholders can sue the people's court in accordance with the provisions of the preceding two.

Article 36 The directors, senior management personnel violate laws, administrative regulations or the Articles of Association, harm the interests of the shareholders, the shareholders may bring a lawsuit to the people's court.

Article 37 The shareholders shall have the following obligations:

(A) comply with the laws, administrative regulations and the articles of association;

(B) according to their shares and shares purchased by way of payment of the capital stock;

(C) Except as provided in laws and regulations shall not withdrawal;

(D) Do not abuse the right to damage the interests of shareholders or other shareholders of the company; not abuse corporate independent status and limited liability of shareholders damage the interests of creditors of the company;

The abuse of shareholder rights of shareholders to the company or other shareholders caused losses shall be liable for compensation according to law.

Misuse of corporate shareholders and limited liability of shareholders independent status, avoid debt, seriously harm the interests of creditors of the company, should be jointly and severally liable for the debts of the company.

Other obligations (e) laws, administrative regulations and the provisions of the Constitution shall be borne.

Article 38 holds more than 5% of the voting shares of the shareholders, will pledge its shares, it shall take place the day of the facts, make a written report to the company. ʱ??

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Article 39 of the controlling shareholder of the company, the actual control of one may make use of their association harm interests of the company. Violations, causing losses to the company, shall be liable for damages.

Controlling shareholder and actual controller of the company and the public shareholders of the Company fiduciary obligations. Controlling shareholders to exercise the rights should be strictly according to the law of the investor, controlling shareholders shall not use the profit distribution, asset restructuring, foreign investment, capital occupation, loan guarantees and other means to damage the legitimate interests of the Company and public shareholders, and may not use their dominant damage the company and the interests of public shareholders

General provisions for Shareholders' Meetings

Article 40 The general meeting of shareholders is the company's authority to exercise the following powers according to law:

(A) determine the company's operating policies and investment plans;

(B) Election and replacement of non-served by the employee representative directors, supervisors, decisions on directors, supervisors of remuneration;

(C) examine and approve the report of the Board;

(Iv) examine and approve the report of the Board of Supervisors;

(V) to consider and approve the annual financial budget and final accounts;

(F) to consider and approve the profit distribution and recovery of losses;

(Vii) the increase or decrease of registered capital;

(Viii) adopt resolutions on the issuance of corporate bonds;

(Ix) merger, division, dissolution, liquidation or change of corporate form to make resolutions;

(X) amend the articles of association;

(11) to hire or dismiss any accounting firm made a resolution;

(Xii) consider and approve the guarantees of Article 41;

(Xiii) consider the company a year later, the sale of major assets of more than 30% of the total assets of the company's latest audited matters;

(Xiv) To consider and approve the use of proceeds to change matters;

(15) consider the equity incentive plan;

(Xvi) review laws, administrative regulations, departmental rules or other matters provisions of this Constitution shall be decided by the shareholders' meeting.

Article 41 The following external guarantee behavior, general meeting of shareholders shall be considered and adopted.

The total external guarantee (a) The Company and its subsidiaries, and to meet or exceed the latest issue any guarantee by 50 percent after the audited net assets provided;

The total amount of external guarantees (II), reaching or exceeding any guarantee by the latest audit 30% of total assets in the future provided;

(C) guarantees for asset-liability ratio of over 70% of the guaranteed;

(Iv) the amount of single guarantee latest audited net assets of more than 10% of the guarantee;

(V) to shareholders, actual controller and its related parties guarantees.

Article 42 The general meeting of shareholders into the Annual General Meeting and Extraordinary General Meeting of Shareholders. Annual General Meeting once a year, should be held within six months after the end of the previous fiscal year.

Article 43 of the following circumstances, the company on the date of the fact that within two months from the EGM:

The number of (a) Directors insufficient "Company Law" provisions of the Articles of Association 2/3 persons or when a predetermined number;

(B) The Company did not make up for the loss of 1/3 of the total share capital paid-up;

(C) alone or together hold more than 10% of the shares of the shareholders request;

(D) the Board considers necessary;

(E) when the Supervisory Board propose to convene;

Other circumstances (vi) laws, administrative regulations, departmental rules or provisions of this Constitution.

Location Article 44 of the general meeting of shareholders of the Company: Company domicile or the board of directors to determine the address.

Shareholders' Meeting will set the venue for the meeting convened by the scene. The company will also be required to participate in the shareholders' meeting facilitated by the Internet voting system for shareholders. Shareholders to attend the General Assembly adopted the manner described above, it is considered as presence.

Article 45 The Company will hold a shareholder meeting to hire a lawyer when the following issues legal opinions and announcement:

Convene (a) meetings, held the program is in line with laws, administrative regulations, the articles of association;

(B) to attend the meeting of personnel qualifications, the convener of qualifications is legitimate and effective;

Voting procedures (iii) meeting, the voting results are valid;

(Iv) a legal opinion request of the Company issued to other related issues.

Section convene the shareholders' meeting

Article 46 The independent directors have the right to propose to the Board of Directors to convene the EGM. Proposed requirements for independent directors to convene the EGM, the Board shall, according to laws, administrative regulations and the provisions of this Constitution, within 10 days after receiving the proposal made in writing to agree or disagree with the convening of the EGM feedback.

The Board agreed to convene the EGM, will be issued within 5 days after the notice to the Board of Directors resolution convening the shareholders' meeting; Board does not agree to convene the EGM, will explain the reasons and announcement.

Article 47 The Board of Directors proposes to the Supervisory Board is entitled to convene an extraordinary general meeting and shall be made in writing to the Board. The Board shall, in accordance with laws, administrative regulations and the articles of association, within 10 days after receipt of the proposals put forward in writing agree or disagree with the convening of the EGM feedback.

The Board agreed to convene the EGM, will hold a shareholder meeting notice within five days after the resolution made by the board of directors, notice of changes to the original proposal, should be with the consent of the Supervisory Board.

The Board does not agree to convene an extraordinary shareholders' meeting, or within 10 days after receiving the proposal made by the feedback is not regarded as the Board is unable to perform or not to perform duties convened meeting of shareholders, board of supervisors may convene and preside over their own.

Alone or together hold more than 10% shares of the Company Article 48 the right to request the Board to convene an extraordinary general meeting and shall be made in writing to the Board. The Board shall, in accordance with laws, administrative regulations and the articles of association, within 10 days after receipt of the request made in writing to agree or disagree with the convening of the EGM feedback.

The Board agreed to convene the EGM shall give notice of the general meeting of shareholders made within 5 days after the Board of Directors resolution, notice changes to the original request, shall obtain the consent of shareholders.

The Board does not agree to convene an extraordinary general meeting of shareholders, or 10 days after receipt of the request did not provide feedback, either singly or together hold more than 10% of the shares of the shareholders are entitled to propose to the Supervisory Board to convene an extraordinary general meeting and shall be in writing to the Board of Supervisors request.

Supervisors agreed to convene the EGM, shareholders shall give notice to convene the General Assembly within five days of receipt of the request, the notification of changes to the original proposal, it should be with the consent of the relevant shareholder.

The Supervisory Committee is not issued within the prescribed time limit shareholders' meeting notice is deemed not to convene and preside over the Board of Supervisors general meeting of shareholders, more than 90 consecutive days either alone or together hold more than 10% of the shareholders who own the company can convene and preside over.

Article 49 The board of supervisors or shareholders decide to convene the shareholders' meeting shall notify the Board in writing, at the same time be filed with the agency and the stock exchange company located China Securities Regulatory Commission.

In the announcement of the resolutions before the shareholders' meeting, convened by the ratio of not less than 10% shareholding.

Convene shareholders when issuing general meeting of shareholders and the shareholders' meeting notice announcement, the company is located in China Securities Regulatory Commission and the Stock Exchange to submit relevant documents.

Article 50 For the Supervisory Board or the shareholders themselves to convene general meeting of shareholders, board of directors and secretary of the Board will be fit. The Board shall provide shareholders of record date of shareholders.

Article 51 of the Supervisory Board or shareholders convened their own shareholders' general meeting necessary expenses borne by the Company.

Proposal and inform the general meeting of shareholders of the fourth quarter

The contents of Article 52 of the proposal should be within the purview of the shareholders' meeting, have a clear and specific subject matter of the resolution, and in line with relevant laws, administrative regulations and the Articles of Association.

Article 53 The company hold a shareholder meeting, board of directors, board of supervisors and a separate merger or shareholders holding more than 3% of the shares of the company have the right to make proposals.

Alone or shareholders holding more than 3% of the total shares that can be held in the 10th general meeting of shareholders to submit an interim proposal and submitted in writing convener. Convener shall issue a supplementary notice general meeting of shareholders within 2 days after receiving the proposal, the contents of the temporary proposal announcement.

Except as provided in the preceding paragraph, the convener after issuing general meeting of shareholders Announcement shall inform the General Assembly of shareholders proposed changes are set out or add new proposal.

Inform the shareholders 'meeting is not listed or does not comply with the provisions of Article 52 of the proposal of the present statute, the shareholders' meeting and a resolution may not be voted on.

Article 54 The convener will be held on the 20th at the AGM shall notify the shareholders, the EGM will be meeting on the 15th public announcement and notify all shareholders.

Article 55 notice of the shareholders' meeting include the following:

(1) time, venue and duration of the session;

(B) submitted to the Conference for consideration of issues and proposals;

(C) to a significant Caption: all shareholders are entitled to attend the shareholders' meeting, and may appoint a proxy to attend the meeting and voting in writing, that proxies need not be shareholders of the company;

(Iv) the right to attend the shareholders' meeting to shareholders of record date of shareholders;

(E) Meetings of the Permanent contact name and telephone number.

Notification and supplementary notice of the shareholders' meeting shall be sufficient to complete the disclosure of all details of all proposals. The opinion also disclosed and reasons independent directors when matters need to be discussed opinions of independent directors, the general meeting of shareholders publish notices or supplementary notice.

Shareholders' Meeting a network or otherwise, shall be clearly stated network or otherwise voting time and the voting procedures at the shareholders notify the General Assembly. Start time the shareholders 'meeting to vote the network or otherwise, shall not be earlier than the day before the shareholders' general meeting 3:00 pm, and no later than the date of the shareholders 'general meeting at 9:30 am, the end no earlier than the end of the shareholders' meetings 3:00 pm the same day.

Spacing between the record date and the date of the meeting shall be not more than seven days. Once the record date confirmed, it can not be changed.

Article 56 The general meeting of shareholders to be discussed directors, supervisors and election matters, the shareholders' meeting notice will fully disclose details of directors, supervisors and candidates, including at least the following:

(A) educational background, work experience, part-time and other personal circumstances;

(B) whether there is any relationship with the controlling shareholder of the Company or the Company and the actual controller;

(C) Disclosure of the number of shares held by the Company;

(D) whether it received the China Securities Regulatory Commission and other relevant departments of the punishment and stock exchange discipline.

In addition to taking cumulative voting to elect directors and supervisors, but each director, supervisor candidates should single proposal.

Article 57 issued after the shareholders' meeting notice, without justification, the shareholders' meeting should not be postponed or canceled, the proposals set out in the shareholders' meeting notice should not be canceled. Once the postponement or cancellation of situation occurs, convener shall convene scheduled at least two business days before the announcement and explain why.

Section V Shareholders' Meeting held

Article 58 The Board of Directors and other convener will take the necessary measures to ensure the normal order of the general meeting of shareholders. For the interference of shareholders, provoke trouble and violations of the legitimate rights of shareholders behavior, we will take measures to halt and timely reporting of relevant departments for investigation.

Article 59 to shareholders of record date of record of all shareholders or their agents, are entitled to attend the shareholders' meeting. And in accordance with relevant laws, regulations and the Articles of Association to exercise the right to vote.

Shareholders may attend the shareholders' meeting, it may appoint a proxy to attend and vote.

Article 60 individual shareholders to attend the meeting, should be able to show my identity card or other valid documents show proof of their identity or stock account card; agency of others attending the meeting should produce valid identity documents, power of attorney Shareholders ʱ??

Corporate shareholders shall be the legal representative of the legal representative or authorized representative to attend the meeting. Legal representative to attend the meeting, should show my ID card, valid proof of having to prove its legal representative qualification; appoint proxies to attend the meeting, the agent should show my ID card, legal representative of shareholders issued by law written power of attorney.

Article 61 issued entrust others to attend shareholders' general meeting of shareholders of the power of attorney shall contain the following elements:

Name (a) representative;

(B) whether it has the right to vote;

(Iii) separately for each general meeting of shareholders to consider matters included in the agenda of the vote, against or abstained in the instructions;

(Iv) the date of issuance and expiration date of the power of attorney;

(V) his signature (or seal). Principal shareholder is a legal entity, should be stamped seal of legal entity.

Article 62 The power of attorney shall specify if the shareholder does not make specific indication whether nominee shareholders can vote according to their meaning.

Article 63 Proxy voting power of attorney signed by the principal to authorize others, authorized to sign the power of attorney or other authorization documents shall be notarized. Elsewhere notarized power of attorney or other authorization document of proxy shall be filed at the Company's domicile or notice convening the meeting specified.

The principal is a legal entity, its legal representative or board of directors, other policy-making bodies of the Council authorized person as a representative to attend the general meeting of shareholders of the company.

Article 64 for meetings attended by the company responsible for producing the Register. Register to attend the meeting set out the name of the conference person (or company name), identity card number, home address, number of shares held by or on behalf of voting rights has been an agent name (or company name) and other matters.

Article 65 of the convener and the Company's lawyers will work together to verify the legality of the shareholders eligible shareholders in accordance with the securities registration and settlement institutions, and shareholders registered name (or names) and the number of shares held by the right to vote. The number of shareholders and proxies before the meeting was attended by the host announced the site and the total number of shares held by the right to vote, the conference registration should be terminated.

Article 66 When the shareholders' meeting, all directors, supervisors and Secretary of the Board should attend the meeting, general manager and other senior management personnel shall attend the meeting.

Article 67 The shareholders' meeting presided over by the chairman of the board. When the chairman is unable to perform his duties, the Vice Chairman or authorized by a director chair. When the chairman or vice chairman fails to perform duties, jointly hosted by more than half of the directors elected a director.

Board of supervisors convened their own shareholders meeting chaired by the Chairman of the Supervisory Committee. When the chairman can not perform his duties or fails to perform duties, a supervisor jointly recommended by half or more supervisors auspices.

Shareholders convened their own shareholders' meeting, chaired by the convener elected representatives.

When the shareholders 'meeting, the presiding officer in violation of the rules of procedure of the General Assembly so that the shareholders can not proceed through the field to attend the general meeting of shareholders voting majority shareholder approval, shareholders' general meeting to elect a person as moderator, continued to meet.

Consideration of Article 68 of the rules of procedure of the company's shareholders 'meeting, detailed provisions convene the shareholders' meeting and voting procedures, including notification, registration, proposals, voting, counting of votes, announcement of voting results, formulation of resolutions, meeting minutes and Content signatories, public announcement, as well as the principles of the shareholders' meeting to authorize the board of directors authorizing the content should be clear and specific. Rules of Procedure of the shareholders 'meeting should be annexed to the Constitution, prepared by the Board of Directors and shareholders' approval.

Article 69 at the annual shareholders 'meeting, the Board of Supervisors should report to the shareholders' meeting on its work over the past year. Each independent director should make debriefings.

Article 70 The directors, supervisors and senior management at the shareholders meeting to make explanations on questions and recommendations shareholders.

Article 71 The presiding officer shall declare the site shareholders and proxies attending the meeting and the number of total number of shares held by the right to vote before the voting, the number of shareholders and proxies attending the meeting site and the total number of shares with voting rights held by conference Registration shall prevail.

Article 72 The shareholders' general meeting shall be the responsibility of the Secretary of the Board. Minutes record the following:

(A) meeting time, place, agenda and convener name;

(B) the person presiding or attend the meeting and the names of the directors, supervisors, general manager and other senior management personnel;

(Iii) the number of shareholders and proxies attending the meeting, the proportion of the total number of shares and the total voting rights of holders of the company's shares;

(Iv) consideration of each proposal through, speaking points and voting results;

Questions comments or suggestions (e) shareholder and the corresponding answer or explanation;

(F) a lawyer and tellers, scrutineers name;

 (Vii) of this Constitution and the relevant laws and regulations should load additional content of the meeting record.

Article 73 shall ensure that the meeting convener record is true, accurate and complete. The meeting was attended by directors, supervisors, board secretary, convener or his representative, shall be signed by the presiding officer at the meeting. Signed copies and valid power of attorney to attend the information agent, networks and other means of voting and field meeting records should be kept together to attend the shareholders, retention period of not less than 10 years.

Article 74 of the convener shall ensure that the shareholders' meeting held continuously until a final resolution. Due to special general meeting of shareholders as a result of force majeure to suspend or not to make resolutions, we shall take the necessary measures to restore as soon as possible convene a general meeting or direct termination of the shareholders' meeting, and timely notice. Meanwhile, the convener shall Company Location China Securities Regulatory Commission and the stock exchange.

Voting and resolutions of the Shareholders' Assembly

Article 75 The shareholders' meeting is divided into ordinary resolutions and special resolutions.

Ordinary resolution to the shareholders' meeting shall be passed by shareholders to attend the General Assembly (including proxies) voting rights held by more than 1/2.

A special resolution to shareholders meeting shall be passed by shareholders to attend the General Assembly (including proxies) voting rights held by more than 2/3.

Article 76 The following matters by the shareholders' meeting by ordinary resolution:

(A) Report of the Board of Directors and the Supervisory Board;

Profit distribution and recovery of losses (b) the proposed board of directors;

Appointment and remuneration and payment method (c) Board and Supervisory Board members;

(Iv) the company's annual budget and final accounts;

Annual Report (V);

(Vi) In addition to laws, administrative regulations or the provisions of this Constitution shall be by special resolution other than matters.

Article 77 The following matters by the shareholders by a special resolution of the General Assembly:

(A) the increase or decrease of registered capital;

(Ii) the company's division, merger, dissolution and liquidation;

(Iii) amend the Articles of Association;

(IV) in a year to buy, sell major assets or guarantee amount exceeds the company's latest audited total assets of 30%;

(E) the equity incentive plan;

(Vi) laws, administrative regulations or the provisions of this Constitution, as well as ordinary resolutions of the shareholders' meeting in order to identify the company will have a significant impact, and other matters requiring special resolutions adopted.

Article 78 Shareholders (including proxies) to the exercise of voting rights they represent the amount of voting shares, each share has one vote.

During its consideration of the shareholders' meeting on major issues affecting the interests of small investors, small investors should vote

A separate vote count. A separate vote count shall timely public disclosure.

Shares of the Company held no voting rights, and such shares are not included in the total number of shares to attend the general meeting of shareholders voting rights.

Board of directors, independent directors and shareholders comply with the relevant provisions of the conditions may solicit shareholders' voting rights. Call the voting rights of shareholders who should be enlisted to fully disclose specific information such as voting intentions. Prohibits compensation paid or disguised way of collecting the voting rights of shareholders. The company shall not solicit votes propose minimum stake limit.

Article 79 When the shareholders 'meeting concerning related transactions, related shareholders shall not participate in voting, they represent the number of voting shares are not included in the total number of valid voting; announcement shareholders' meeting resolution should fully disclose the non-associated shareholders voting.

Article 80 The Company shall ensure the shareholders' meeting under the legal, valid premise, through a variety of ways and means, including modern information technology to provide online voting platform for shareholders to attend the General Assembly to provide convenience.

Article 81 Except in special circumstances the company is in crisis, the non-shareholders' meeting to approve a special resolution, the Company will not enter into all of the company will manage the important business or to the person with the directors, general managers and other senior management personnel other than The person responsible for the contract.

Article 82 Directors, supervisors and the list of candidates in the manner of the General Meeting to vote on the proposal.

When the shareholders' meeting to vote on the election of directors, supervisors, or shareholders in accordance with the provisions of the resolution of the General Assembly of this Constitution, may adopt a cumulative voting system.

Cumulative voting system referred to in the preceding paragraph refers to the general meeting of shareholders to elect directors or supervisors, and the shares have the same number of directors to be elected or supervisors of the voting rights, the shareholders have the right to vote can concentrate use.



Duplicate the same right to vote ballot voting with the first results shall prevail.


Consider matters relating to shareholder interest, the relevant shareholders and agents shall not participate in the vote count, the scrutineers.