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Shareholders' Assembly of a Joint Stock Limited Company (JSLC)

Article 99 The shareholders' assembly of a joint stock limited company shall comprise all the shareholders. It is the company's organ of power, which shall exercise its authorities according to this Law.

Article 100 The provisions regarding the authorities of the shareholders' meeting of a limited liability company as prescribed in the first paragraph of Article 38 of this Law shall apply to the shareholders' assembly of a joint stock limited company.

Article 101 An annual session of the shareholders' assembly shall be held each year. Under any of the following circumstances, a temporary shareholders' assembly shall be held within 2 months:

  1. The number of directors is less than two-thirds of the number of directors as required by this Law or the number of directors as prescribed in the articles of association;
  2. The un-recovered losses of the company reach one-third of the total pain-up capital;
  3. At the request of the shareholders separately or aggregately holding 10% or more of the company's shares;
  4. The board of directors deems it necessary;
  5. At the request of the board of supervisors; and
  6. Other circumstances as prescribed in the articles of association.

Article 102 A session of the shareholders' assembly shall be convened by the board of directors and be presided over by the chairman of the board of directors. If the chairman is unable or fails to perform his duties, the assembly thereof shall be presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or fails to perform his duties, the assembly shall be presided over by a director jointly recommended by half or more of the directors.

If the board of directors or the executive director is unable or fails to fulfill the obligation of convening the shareholders' assembly, the board of supervisors shall convene and preside over such assembly. If the board of supervisors does not convene or preside over such assembly, the shareholders separately or aggregately holding 1/10 or more of the shares may convene and preside over such assemblies on their own initiative.

Article 103 As for a shareholders' assembly to be held, a notice shall be given to every shareholder 20 days in advance, which shall state the time and place of the assembly as well as the matters to be deliberated at the assembly. As for a temporary shareholders' assembly, a notice shall be given to every shareholder 15 days in advance. As for the issuance of unregistered shares, the time and place of the assembly as well as the matters to be deliberated at the assembly shall be announced 30 days in advance.

The shareholders separately or aggregately holding 3% or more of the shares of the company may put forward a written temporary proposal to the board of directors 10 days before a shareholders' assembly is held.The board of directors may notify other shareholders within 2 days and submit the temporary proposal to the shareholders' assembly for deliberation. The contents of a temporary proposal shall fall within the scope to be decided by the shareholders' assembly, and the temporary proposal shall have a clear topic for discussion and matters to be decided. The shareholders' assembly shall not make any decision on any matter not listed in the notice as mentioned in the preceding two paragraphs. If the holders of unregistered shares attend the shareholders' assembly, they shall have their shares preserved in the company during the period from 5 days before the assembly is held to the day when the shareholders' assembly is closed.

Article 104 When a shareholder attends the shareholders' assembly, he shall have one voting right for each share he holds. However, the company has no voting right for its own shares it holds. When any resolution is to be made by the shareholders'assembly, it shall be adopted by shareholders representing more than half of the voting rights of the shareholders in presence. However, when the shareholders'assembly makes a decision to modify the articles of association or to increase or reduce the registered capital, or a resolution about the merger, division, dissolution or change of the company form, the resolution shall be adopted by shareholders representing 2/3 or more of the voting rights of the shareholders in presence.

Article 105 For the important matters such as company transfer, being assignee of any important asset or providing guarantee for any other person, which shall be decided through the shareholders' assembly under this Law and the articles of association, the board of directors shall timely call a shareholders' assembly for voting.

Article 106 When the shareholders' assembly elects directors or supervisors, it may, according to the articles of association or resolution of the shareholders' assembly, adopt a cumulative voting system.

The term "cumulative voting system" as mentioned in this Law refers to a system of voting by shareholders for the election of directors or supervisors at a session of the shareholders' assembly in which the shareholder can multiply his voting rights by the number of candidates and vote them all for one candidate for director or supervisor.

Article 107 A shareholder may entrust an agent to attend a shareholders' assembly. The agent shall present a power of attorney issued by the shareholder to the company, and shall exercise his voting rights within the authorization scope.

Article 108 The shareholders' assembly shall prepare records regarding the decisions on the matters discussed by it. The chairman of the assembly and the directors in presence shall affix their signatures to the records, which shall be preserved together with the book of signatures of the shareholders in presence as well as the power of attorney thereof.
 
 
 
   
 
 
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