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Article 16 Overseas investors who legally hold foreign capital shares listed overseas and whose names or titles are registered in the company's register of shareholders shall be the holders of foreign capital shares listed overseas of the company.
A beneficial owner of foreign capital shares listed overseas may, in accordance with the statutory regulations of the place where the original register of shareholders is kept or the shares are listed, register his shares, under the name of a nominal holder of the shares.
The register of shareholders of foreign capital shares listed overseas is regarded as sufficient evidence to verify the holding of a company's shares by the holders of foreign capital shares listed overseas, unless there is contradictory evidence.
Article 17 In accordance with the mutual understanding and agreement as referred to in Article 4 of the Regulations, the original copy of a company's register of shareholders of foreign capital shares listed overseas may be kept overseas and managed by an overseas agency entrusted by the company. A duplicate copy of a company's register of shareholders of foreign capital shares listed overseas made by the overseas agency shall be kept at the business domicile of the company. The entrusted overseas agency shall ensure at any time the consistency of the original and duplicate copies of the register of shareholders of foreign capital shares listed overseas.
Article 18 In case that an adjustment to the original copy of a company's register of shareholders of foreign capital shares listed overseas needs to be based on a judicial ruling, the ruling may be made by the jurisdictional court in the place where the original copy of the register is kept.
Article 19 In the case of loss of share certificates by the shareholders of foreign capital shares listed overseas, an application for re-issue may be handled in accordance with the law or rules of the securities exchanges or other relevant regulations of the place where the original copy of the register of shareholders of foreign capital shares listed overseas is kept.
Article 20 Convening a shareholders' meeting, a company shall send written notice 45 days prior to the commencement of the meeting to all registered shareholders, specifying the agenda, date and place of the meeting.
Shareholders intending to attend the shareholders' meeting shall make written reply to the company 21 days prior to the meeting.
The concrete format of the written notice and written reply forms shall be stipulated by the company in its articles of association.
Article 21 A company convening an annual shareholders'meeting, shareholders who hold shares representing more than 5% of the voting rights may raise written proposals to the company for resolution. Those matters in such proposals which shall be decided by a shareholders' meeting shall be arranged in the agenda of the annual shareholders' meeting.
Article 22 A company shall count the number of voting shares held by the shareholders intending to attend the meeting based on the written reply received by the company 20 days prior to the date of the shareholders' meeting. A shareholders' meeting may be convened when the number of voting shares held by the shareholders intending to attend the meeting occupies one-second of the total amount of voting shares; if not, the company shall, within 5 days, inform the shareholders once again by way of public noticewhich shall include the agenda, date and place of the meeting. A shareholders' meeting may be convened after a public notice has been made.
Article 23 The directors, supervisors, managers and other senior management personnel of a company shall have the fiduciary and diligent duties to the company.
Those personnel mentioned in the preceding paragraph shall abide by the company's articles of association and carry out their duties faithfully, protect the rights and interests of the company, and shall not be permitted to seek personal gains by taking advantage of their positions and powers in the company.
Article 24 A company shall appoint an independent accounting firm, which conforms to relevant State regulations, to audit the annual report of the company and review other financial reports of the company.
A company shall provide relevant information to the appointed accounting firm and answer its inquiries.
The period of appointment of an accounting firm by a company shall commence from the date of conclusion of the current annual shareholders' meeting and end at the conclusion of the subsequent annual shareholders' meeting.
Article 25 A company shall inform the accounting firm in advance when it intends to dismiss or not continue to re-appoint it. The accounting firm shall have the right to give its opinions on the dismissal or non re- appointment to the shareholders' meeting.
An accounting firm which applies to resign from its office shall make a statement to the shareholders' meeting whether or not the company has conducted any inappropriate transactions.
Article 26 Decisions on matters relating to the appointment, dismissal or non re-appointment of an accounting firm shall be made by the shareholders' meeting and reported to the China Securities Regulatory Commission for the record.
Article 27 Dividends or other payments which are to be paid by the company to the shareholders of the company's foreign capital shares listed overseas shall be calculated and declared in renminbi and paid in foreign currencies. The exchange settlement of the capital raised by a company in foreign currencies and the foreign exchange needed by a company to pay share dividends and make other payments to its shareholders shall be handled in accordance with the regulations of the State concerning foreign exchange control.
In case that the articles of association of a company provide that the aforesaid payments shall be converted into foreign currencies and paid to shareholders by other agencies on the company's behalf, such provisions shall apply.
Article 28 The contents of those documents prepared by a company to reveal certain information about the company both in China and overseas shall not be contradictory.
In case that there is a difference between the information revealed in China and overseas due to respective laws and statutory regulations, rules of the securities exchanges, such a difference shall be revealed in the related securities exchanges simultaneously.
Article 29 Disputes in relation to the contents of a company's articles of association and other matters between the shareholders of foreign capital shares listed overseas and the company, between the shareholders of foreign capital shares listed overseas and the company's directors, supervisors and managers, or between the shareholders of foreign capital shares listed overseas and shareholders of domestic capital shares shall be resolved in accordance with the provisions of the company's articles of association.
The laws of the People's Republic of China shall apply to the settlement of disputes in the preceding paragraph.
Article 30 These Regulations shall take effect from the date of promulgation. |
