到境外上市公司章程必备条款（二）

The procedures according to which a meeting of shareholders of different categories is held shall， to the extent possible， be identical to the procedures according to which a shareholders' general meeting is held. Provisions of the Articles of Association of the Company relevant to procedures for the holding of a shareholders' general meeting shall be applicable to meetings of shareholders of different categories.

If the Articles of Association of the Company contain provisions prescribed in the preceding paragraph， they shall additionally provide the following： “The special voting procedures for shareholders of different categories shall not apply：

1. where， as approved by way of a special resolution of the shareholders' general meeting， the Company issues， either separately or concurrently， domestic investment shares and foreign investment shares listed outside the People's Republic of China every 12 months， and the number of the domestic investment shares and foreign investment shares listed outside the People's Republic of China intended to be issued does not exceed 20% of the issued and outstanding shares of the respective categories； or

2. where the plan for issuance of domestic investment shares and foreign investment shares listed outside the People's Republic of China upon the establishment of the Company is completed within 15 months of being approved by the State Council Securities Commission.“

PART TEN　BOARD OF DIRECTORS

Article 86　The Company shall establish a board of directors. The board of directors shall be composed of [number of persons] directors， who shall include one chairman of the board， [number of persons] vice chairman （or vice chairmen） of the board and [number of persons] directors.

Article 87　Directors shall be elected by the shareholders' general meeting and serve a term of [number of years] years. A director may serve consecutive terms if reelected upon the expiration of his term.

The chairman of the board and the vice chairman （or vice chairmen） of the board shall be elected and removed by more than half of all the directors. The chairman of the board and the vice chairman （or vice chairmen） of the board shall serve a term of [number of years] years and may serve consecutive terms if reelected upon the expiration of their terms.

Directors need not be Company shareholders.

Article 88　The board of directors shall be accountable to the shareholders' general meeting and shall exercise the following functions and powers：

1. to be responsible for convening shareholders' general meeting and to report on its work to the shareholders' general meeting；

2. to implement the resolutions of shareholders' general meeting；

3. to decide on the business plans and investment plans of the Company；

4. to formulate the proposed annual financial budgets and final accounts of the Company；

5. to formulate the plans for profit distribution and making up losses of the Company；

6. to formulate plans for the increase or reduction in the registered capital of the Company and for the issue of the Company bonds；

7. to draft plans for the merger， division or dissolution of the Company；

8. to decide on the establishment of the Company's internal management organization；

9. to hire or dismiss the manager of the Company， hire or dismiss the deputy manager（s） and personnel in charge of financial affairs as proposed by the manager， and to decide on their remuneration；

10. to formulate the basic management system of the Company； and

11. to formulate proposals for amendment of the Articles of Association of the Company.

Resolutions by the board of directors on matters referred to in the preceding paragraph may be passed by the affirmative vote of more than half of the directors with the exception of resolutions on matters referred to in Items （6）， （7） and （11）， which shall require the affirmative vote of more than two-thirds of the directors.

Article 89　When the board of directors disposes of fixed assets and the sum of the expected value of the consideration for the proposed disposal and the value of the consideration for disposal of fixed assets made in the four months immediately preceding the proposed disposal exceeds 33% of the value of the fixed assets shown in the last balance sheet placed before the shareholders' general meeting， the board of directors may not dispose of the fixed assets without the prior approval of the shareholders' general meeting.

For the purposes of this Article， the term “disposal of fixed assets” shall include the assignment of a certain interest in assets other than by way of security.

The validity of transactions whereby the Company disposes of fixed assets shall not be affected by the breach of the first paragraph hereof.

Article 90　The chairman of the board shall exercise the following functions and powers：

1. to provide over shareholders' general meeting and to convene and preside over meetings of the board of directors；

2. to examine the implementation of resolutions of the board of directors；

3. to sign bond certificates issued by the Company； and

4. other functions and powers granted by the board of directors.

If the chairman of the board is unable to perform his functions and powers， he may instruct a vice chairman of the board to exercise such functions and powers on his behalf.

Article 91　Meetings of the board of directors shall be held at least twice a year. Meetings of the board of directors shall be convened by the chairman of the board by giving a notice to all directors [number of days] days before the meetings are held. When there is an urgent matter， extraordinary meetings of the board of directors may be held upon proposal by more than [number of persons] directors or the Company manager.

Article 92　The form of a notice of meetings and extraordinary meetings of the board of directors shall be as follows： [specific form of notice]. The time limit for notification shall be： [specific time limit for notification].

Article 93　Meetings of the board of directors may be held only if more than half of the directors attend.

Each director shall be entitled to one vote. Resolutions of the board of directors must be adopted by the affirmative vote of more than half of all the directors.

When the number of votes for and against a resolution is equal， the chairman of the board shall be entitled to one additional vote.

Article 94　Meetings of the board of directors shall be attended by the directors in person. If a director cannot attend a meeting for any reason， he may entrust in writing another director with attending the meeting on his behalf. The instrument of entrustment shall specify the scope of authority.

A director who attends a meeting on behalf of another director shall exercise the rights of a director within the scope of authority granted. If a director fails to attend a meeting of the board of directors and has not appointed a representative to attend on his behalf， he shall be deemed to have waived his voting rights in respect of that meeting.

Article 95　The board of directors shall keep minutes of its decisions on the matters examined at their meetings. The directors attending a meeting and the person taking minutes shall sign the minutes of that meeting. The directors shall bear liability for the decisions of the board of directors. Where a resolution of the board of directors is in violation of laws， administrative regulations or the Company's Articles of Association， thereby causing serious losses to the Company， the directors who took part in the resolution shall be liable to the Company for damages. However， where a director can prove that he expressed his opposition to such resolution when it was put to the vote， and that such opposition was recorded in minutes of the meeting， the director may be relieved from such liability.

PART ELEVEN　SECRETARY TO THE BOARD OF DIRECTORS

Article 96　The Company shall have a secretary to the board of directors. The secretary to the board of directors shall be a member if the senior management staff of the Company.

Article 97　The secretary to the board of directors shall be a natural person with the necessary professional knowledge and experience. He shall be appointed by the board of directors. His main duties shall be as set forth below：

1. to guarantee that the Company has complete organizational documents and records；

2. to ensure that the Company prepares and submits according to law the documents and reports required by relevant authorities； and

3. to guarantee that the Company's register of shareholders is properly established and that persons entitled to relevant records and documents of the Company obtain such records and documents in a timely manner.

Article 98　Directors or other senior management staff of the Company may concurrently hold the office of secretary to the board of directors. No accountant of the accounting firm hired by the Company may concurrently hold the office of secretary to the board of directors.

If the office of secretary to the board of directors is held by a director of the Company and a certain act is to be done by a director and the secretary to the board of directors separately， the person who concurrently holds the offices of director and secretary to the board of directors may not perform such act in both capacities.

PART TWELVE　COMPANY MANAGER

Article 99　The Company shall have one manager who shall be appointed or dismissed by the board of directors.

Article 100　The Company manager shall be accountable to the board of directors and shall exercise the following functions and powers：

1. to be in charge of the production， operation and management of the Company and to organize the implementation of the resolutions of the board of directors；

2. to organize the implementation of the Company's annual business plans and investment plans；

3. to draft the plan for establishment of the Company's internal management organization；

4. to draft the Company's basic management system；

5. to formulate the basic rules and regulations of the Company；

6. to propose the employment and dismissal of the deputy manager of the Company and personnel in charge of financial affairs；

7. to hire or dismiss management personnel other than those to be hired or dismissed by the board of directors； and

8. other functions and powers granted by the Company's Articles of Association and the board of directors.

Article 101　The Company manager shall attend the meetings of the board of directors， but if he is not a director， he shall not have the right to vote at such meetings.

Article 102　In the exercise of his functions and powers， the Company manager shall perform his duties in good faith and with diligence in accordance with laws， administrative regulations and the Company's Articles of Association.

PART THIRTEEN　BOARD OF SUPERVISORS

Article 103　The Company shall have a board of supervisors.

Article 104　The board of supervisors shall be composed of [number of persons] persons， one of whom shall be the chairman of the board of supervisors. The term of office of a supervisor shall be [number of years] years. A supervisor may serve consecutive terms if reelected upon the expiration of his term.

Article 105　The board of supervisors shall be composed of [number of persons] shareholders' representatives and [number of persons] representatives of the Company's staff and workers. The shareholders' representatives shall be elected and removed by the shareholders' general meeting， and the representatives of the Company's staff and workers shall be democratically elected and removed by the Company's staff and workers.

Article 106　The Company's directors， manager and personnel in charge of financial affairs may not serve concurrently as supervisors.

Article 107　Meetings of the board of supervisors shall be held at least [number of times] a year. The chairman of the board of supervisors shall be responsible for convening meetings of the board of supervisors.

Article 108　Meetings of the board of supervisors shall be accountable to the shareholders' general meeting and exercise the following functions and powers according to law：

1. to examine the Company's financial affairs；

2. to supervise the Company's directors， manager and other senior management staff to see whether they violate any laws， regulations or the Company's Articles of Association during their performance of Company duties；

3. to require a director， the manager or other senior management staff of the Company to correct an act of such act is harmful to the Company's interests；

4. to verify financial information such as financial reports， business reports， profit distribution plans， etc. that the board of directors intents to submit to the shareholders' general meeting and， if in doubt， to be able to appoint， in the name of the Company， a registered accountant or practicing auditor to assist in reviewing such information；

5. to propose the holding of extraordinary shareholders' general meeting；

6. to represent the Company in negotiating with or instituting legal proceedings against a director； and

7. other functions and powers provided for in the Articles of Association of the Company.

Supervisors shall attend meetings of the board of directors as non-voting attendants.

Article 109　The method of discussions at the board of supervisors shall be [specific method of discussions]. The voting procedures shall be： [specific voting procedures].

Article 110　The reasonable expenses incurred by the board of supervisors in the employment of professionals such as lawyers， registered accountants， practicing auditors， etc. in the exercise of its functions and powers shall be borne by the Company.

Article 111　Supervisors shall faithfully perform their supervisory duties in accordance with laws， administrative regulations and the Company's Articles of Association.

PART FOURTEEN　QUALIFICATIONS AND OBLIGATIONS OF THE COMPANY‘S DIRECTORS， SUPERVISORS， MANAGER AND OTHER SENIOR MANAGEMENT STAFF

Article 112　None of the following persons may serve as a director， supervisor， manager or other senior management staff of the Company：

1. persons without capacity or with limited capacity for civil acts；

2. persons who were sentenced for crimes for corruption， bribery， encroachment or embezzlement of property or disruption of the social or economic order where five years have not lapsed following the serving of the sentence， or persons who were deprived of their political rights for committing a crime where five years have not lapsed following the serving of the sentence；

3. directors， or factory directors or managers who bear personal liability for the bankruptcy or liquidation of their Companies or enterprises due to mismanagement where three years have not lapse following the date of completion of such bankruptcy or liquidation；

4. the legal representatives of Companies or enterprises that had their business licences revoked for breaking the law， where such representatives bear individual liability therefor and three years have not lapsed following the date of revocation of such business licences；

5. persons with relatively heavy individual debts that have not been settled upon maturity；

6. persons whose cases have been established for investigation by the judicial authorities as a result of violation of the criminal law， and have not been closed；

7. persons who may not act as leaders of enterprises by virtue of laws and administrative regulations；

8. non-natural persons； and

9. persons ruled by a relevant organization in charge have violated securities-related regulations， where such violation involved fraudulent or dishonest acts and five years have not lapsed following the date of the ruling.

Article 113　The validity of an act of a director， a supervisor the manager or other senior management staff of the Company on behalf of the Company towards a bona fide third party shall not be affected by any irregularity in his current position， election or qualifications.

Article 114　In addition to obligations imposed by laws， administrative regulations or listing rules of the securities exchange（s） on which shares of the Company are listed， the Company's directors， supervisors， manager and other senior management staff shall lay the following obligations on each shareholder in the exercise of the functions and powers granted to them by the Company：

1. not to cause the Company to act beyond the scope of business stipulated in its business licence；

2. to act honestly in the best interests of the Company；

3. not to deprive the Company of its property in any way， including （but not limited to） any opportunities that are favourable to the Company； and

4. not to deprive the shareholders of their individual rights or interests， （but not limited to） rights to distributions and voting rights， unless pursuant to a restructuring of the Company submitted to and adopted by the shareholders' general meeting in accordance with the Articles of Association of the Company.

Article 115　The Company's directors， supervisors， manager and other senior management staff shall have an obligation， in the exercise of their rights or discharge of their obligations， to perform their due acts with care， diligence and skill as a reasonable and prudent person should do under similar circumstances.

Article 116　The Company's directors， supervisors， manager and other senior management staff must， in the exercise of their duties， abide by the principles of honesty and credibility and shall not place themselves in a position where there is a conflict between their personal interests and their duties. This principle shall include （but not limited to） the fulfilment of the following obligations：

1. to act honestly in the best interests of the Company；

2. to exercise powers within the scope of their functions and powers and not to act beyond such powers；

3. to personally exercise the discretion invested in him， not to allow himself to be manipulated by another person and， not to delegate the exercise of his discretion to another party unless permitted by laws and administrative regulations or with the consent of the shareholders' general meeting that has been informed；

4. to be impartial to shareholders of the same category and of different categories；

5. not to conclude a contract or enter into a transaction or arrangement with the Company except as otherwise provided in the Articles of Association of the Company or with the consent of the shareholders' general meeting that has been informed；

6. not to use the Company property for his own benefit in any way without the consent of the shareholders' general meeting that has been informed；

7. not to use his functions and powers as a means to accept bribes or other forms of illegal income， and not to illegally appropriate Company property in any way， including （but not limited to） any opportunities that are favourable to the Company；

8. not to accept commissions in connection with Company transactions without the consent of the shareholders' general meeting that has been informed；

9. to abide by the Articles of Association of the Company， perform his duties faithfully， protect the interests of the Company and not to seek personal gain with his position， functions and powers in the Company；

10. not to compete with the Company in any way without the consent of the shareholders' general meeting that has been informed；

11. not to embezzle Company funds or lend them to others， not to deposit Company assets in accounts opened in his own or in another's name， not to use Company assets as security for the debts of the Company shareholders or other individuals； and

12. not to disclose confidential information relating to the Company that was acquired by him during his office without the consent of the shareholders' general meeting that has been informed， and not to use such information except in the interests of the Company； however， such information may be disclosed to the court or other government authorities if：

（1） provided by law；

（2） required in the public interest； or

（3） required in the own interest of such director， supervisor， manager or other senior management staff of the Company.

Article 117　A director， a supervisor， the manager or other senior management staff of the Company may not cite the following persons or organizations （“Connected Persons”） to do what such director， supervisor， manager or other senior management staff may not do：

1. the spouse or minor child of such director， supervisor， manager or other senior management staff of the Company；

2. the trustee of a director， supervisor， manager or other senior management staff of the Company or of any person referred in Item （1） hereof；

3. the partner of a director， supervisor， manager or other senior management staff of the Company or of any person referred in Items （1） and （2） hereof；

4. the company over which a director， supervisor， manager or other senior management staff of the Company， alone or jointly with any person referred to in Items （1）， （2） and （3） hereof or any other director， supervisor， manager or other senior management staff of the Company， has actual control； and

5. a director， a supervisor， the manager or other senior management staff of a company being controlled as referred to in Item （4） hereof.

Article 118　The obligation and credibility of the Company's directors， supervisors， manager and other senior management staff does not necessarily cease with the termination of their office. Their confidentiality obligation in relation to the Company's trade secrets shall remain upon termination of their office. The term for which other obligations shall continue shall be decided upon in accordance with the principle of fairness， depending on the time lapse between the termination and the occurrence of the matter as well as the circumstances and conditions under which the relationship with the Company terminates.

Article 119　A director， a supervisor， the manager or other senior management staff of the Company may be relieved from liability for a specific breach of obligations after the shareholders' general meeting has been informed， except in circumstances as specified in Article 47 hereof.

Article 120　If a director， a supervisor， the manager or other senior management staff of the Company has directly or indirectly vested a material interest in a contract， transaction or arrangement concluded or planned by the Company （except his employment contract with the Company）， he shall disclose the nature and extent of his interest to the board of directors at the earliest opportunity， whether or not the matter is normally subject to the approval of the board of directors.

Unless the interested director， supervisor， manager or other senior management staff of the Company has disclosed such interest to the board of directors as required under the preceding paragraph hereof and the matter has been approved by the board of directors at a meeting in which he was not counted in the quorum and had refrained from voting， the Company shall have the right to void the contract， transaction or arrangement， except the other party is a bona fide party acting without knowledge of the breach of obligation by the director， supervisor， manager or other senior management staff concerned.

A director， a supervisor， the manager or other senior management staff of the Company shall be deemed to have an interest in any contract， transaction or arrangement in which a Connected Person of that director， supervisor， manager or other senior management staff has an interest.

Article 121　If a director， a supervisor， the manager or other senior management staff of the Company gives a written notice to the board of directors before the conclusion of the contract， transaction or arrangement is first considered by the Company， stating that due to the contents of the notice， he has an interest in the contract， transaction or arrangement that may subsequently be made by the Company， such director， supervisor， manager or other senior management staff of the Company shall be deemed for the purposes of the preceding Articles of this Part to have declared his interest， insofar as attributable to the scope stated in the notice.

Article 122　The Company may not in any manner pay tax on behalf of its directors， supervisors， manager or other senior management staff.

Article 123　The Company may not directly or indirectly provide a loan or loan security for its directors， supervisors， manager or other senior management staff， those of its parent company， or Connected Persons of the above-mentioned persons.

1. The provisions of the preceding paragraph shall not apply to the following circumstances：

2. the provision of a loan or loan security by the Company for a subsidiary of the Company；

3. the provision of a loan or loan security or other funds by the Company to a director， a supervisor， the manager or other senior management staff of the Company under an employment contract approved by the shareholders' general meeting， so as to enable him to pay the expenses incurred for the sake of the Company or for the performance of his Company duties； and

4. the provision of a loan or loan security by the Company to a relevant director， a supervisor， the manager or other senior management staff of the Company or to a Connected Person thereof on normal commercial terms， if the ordinary business scope of the Company includes the lending of money or the provision of loan security.

Article 124　A loan provided by the Company in violation of the preceding Article shall be immediately repayable by the recipient of the loan， regardless of the terms of the loan.

Article 125　The Company may not be forced to perform a loan security provided by the Company in violation of the first paragraph of Article 123， except：

1. when the loan is provided to a Connected Person of a director， a supervisor， the manager or other senior management staff of the Company or its parent company， the loan provider is not aware of the condition； and

2. the collateral provided by the Company has been lawfully sold by the loan provider to a bona fide purchaser.

Article 126　For the purposes of the preceding Article of this Part， the term “security” shall include an act whereby a guarantor assumes liability or provides property to guarantee or secure the performance of obligations by an obligator.

Article 127　If a director， a supervisor， the manager or other senior management staff of the Company breaches his obligations to the Company， the Company shall， in addition to any rights and remedies provided by laws and administrative regulations， have a right to：

1. require the relevant director， supervisor， manager or other senior management staff to compensate for the losses sustained by the Company as a consequence of his dereliction of duty；

2. rescind any contract or transaction concluded by the Company with the relevant director， supervisor， manager or other senior management staff and contracts or with a third party （where such third party is aware or should be aware that the director， supervisor， manager or other senior management staff representing the Company was in breach of his obligations to the Company）；

3. require the relevant director， supervisor， manager or other senior management staff to surrender the gains derived from the breach of his obligations；

4. recover any funds received by the relevant director， supervisor， manager or other senior management staff that should have been received by the Company， including （but not limited to） commissions； and

5. require the relevant director， supervisor， manager or other senior management staff to return the interest earned or possibly earned on the funds that should have been given to the Company.

Article 128　The Company shall include a written contract with each director and supervisor of the Company concerning his emoluments. Such contract shall be approved by the shareholder' general meeting before it is entered into. The above-mentioned emoluments shall include：

1. emoluments in respect of his service as a director， supervisor or senior management staff of the Company；

2. emoluments in respect of his service as a director， supervisor or senior management staff of a subsidiary of the Company；

3. emoluments otherwise in connection with the management of the Company or any subsidiary thereof； and

4. funds as compensation for his loss of office or retirement to the aforementioned directors and supervisors. A director or supervisor may not sue the Company for his benefits due to him on the basis of the above-mentioned matters， except under a contract as mentioned above.

Article 129　The Company shall specify in the contract concluded with a director or supervisor of the Company concerning his emoluments that in the event of a takeover of the Company， a director or supervisor of the Company shall， subject to prior approval of the shareholders' general meeting， have the right to receive the compensation or other funds obtainable for loss of office or retirement. For the purposes of the preceding paragraph， the term “a takeover of the Company” shall refer to any of the following circumstances：

1. anyone makes a general offer to all the shareholders； or

2. anyone makes a general offer so that the offeror becomes a controlling shareholder as defined in Article 48 hereof.

If the relevant director or supervisor has failed to comply with this Article， any fund received by him shall belong to those persons that have sold their shares as a result of their acceptance of the above-mentioned offer， and the expenses incurred in distribution of such fund on a pro rata basis shall be borne by the relevant director or supervisor and may not be paid out of such fund.

PART FIFTEEN： FINANCIAL AND ACCOUNTING SYSTEMS AND DISTRIBUTION OF PROFITS

Article 130　The Company shall formulate its own financial and accounting systems in accordance with laws， administrative regulations and China's accounting standards formulated by the State Council's department in charge of finance.

Article 131　The Company shall prepare financial reports at the end of each fiscal year. Such reports shall be examined and verified according to law.

Article 132　The board of directors of the Company shall place before the shareholders at each shareholders' general meeting such financial reports as relevant laws， administrative regulations and normative documents promulgated by the local government and the authorities-in-charge require the Company to prepare.

Article 133　The financial reports of the Company shall be made available for inspection by shareholders 20 days prior to an annual shareholders' meeting. Each shareholder of the Company shall have the right to obtain a copy of the financial reports referred to in this Part.

Companies listed in Hong Kong shall send copies of the said reports to each holder of foreign investment shares listed outside the People's Republic of China by prepaid mail at the recipient's address shown in the register of shareholders.

Article 134　The financial statements of the Company shall be prepared not only in accordance with China's accounting standards， laws and regulations but also in accordance with international accounting standards or the accounting standards of the place（s） outside the People's Republic of China where shares of the Company are listed. If there are major differences in the financial statements prepared in accordance with these two sets of accounting standards， such differences shall be stated in notes appended to such financial statements. For purposes of the Company's distribution of after-tax profits in a given fiscal year， the smaller amount of after-tax profits shown in the above-mentioned two kinds of financial statements shall govern.

Article 135　Interim results or financial information published or disclosed by the Company shall be prepared in accordance with China's accounting standards， laws and regulations as well as international standards or the accounting standards of the place（s） outside the People's Republic of China where shares of the Company are listed.

Article 136　The Company shall publish two financial reports each fiscal year， namely an interim financial report within 60 days after the end of the first six months of the fiscal year and an annual financial report within 120 days after the end of the fiscal year.

Article 137　The Company may not establish any account books other than statutory account books.

Article 138　The capital common reserve shall include the following funds：

1. the premiums obtained from the issue of shares in excess of the par； and

2. other revenue required by the State Council's department in charge of finance to be included in the capital common reserve.

Article 139　The Company may distribute dividends in the following forms：

1. cash； and/or

2. shares.

Article 140　The Company shall appoint recipient agents for holders of foreign investment shares listed outside the People's Republic of China to collect on behalf of the relevant shareholders the dividends distributed and other funds payable in respect of foreign investment shares listed outside the People's Republic of China.

The recipient agents appointed by the Company shall meet the requirements of the laws of the place（s）， or the relevant regulations of the securities exchange（s）， where the shares are listed.

PART SIXTEEN　EMPLOYMENT OF AN ACCOUNTING FIRM

Article 141　The Company shall employ an independent accounting firm that complies with relevant State regulations to audit the annual financial reports and other financial reports of the Company.

The first accounting firm of the Company may be employed by the inaugural meeting prior to the first annual shareholders' meeting. Such accounting firm shall hold office until the conclusion of the first annual shareholders' meeting.

If the inaugural meeting does not exercise its power under the preceding paragraph， the board of directors shall exercise such power.

Article 142　The term of employment of an accounting firm employed by the Company shall be between the end of the annual shareholders' meeting of the Company and the end of the next annual shareholders' meeting.

Article 143　An accounting firm employed by the Company shall have the following rights：

1. the right of access at all times to the account books， records or vouchers of the Company and the right to require directors， the manager and other senior management staff of the Company to provide the relevant information and explanations；

2. the right to require the Company to take all reasonable measures to obtain from its subsidiaries the information and explanations necessary for the accounting firm to perform its duties； and

3. the right to attend shareholders' meeting， receive a notice or other information concerning any meetings of or concerning which shareholders have a right to receive a notice or other information， and to be heard at any shareholders' meetings on any matter which relates to it as the accounting firm of the Company.

Article 144　If the position of accounting firm becomes vacant， the board of directors may appoint an accounting firm to fill such vacancy before a shareholders' general meeting is held. However， if there are other accounting firms holding the position of accounting firm of the Company while such vacancy still exists， such accounting firms shall continue to act.

Article 145　The shareholders' general meeting may， by means of an ordinary resolution， dismiss any accounting firm prior to the expiration of its term of employment， notwithstanding anything in the contract between the accounting firm and the Company， but without prejudice to such accounting firm's right， if any， to claim damages from the Company in respect of such dismissal.

Article 146　The remuneration or method of remuneration of an accounting firm shall be decided upon by the shareholders' general meeting. The remuneration of an accounting firm employed by the board of directors shall be determined by the board of directors.

Article 147　The employment， dismissal or refusal of the renewal of the employment of an accounting firm shall be decided upon by the shareholders' general meeting and reported to the State Council authorities in charge of securities for the record.

Article 148　When the Company dismisses or does not renew the employment of an accounting firm， it shall give advance notice to the accounting firm. The accounting firm shall have the right to present its views before the shareholders' general meeting. Where an accounting firm tenders its resignation， it shall inform the shareholders' general meeting of whether there is any irregularity in the Company.

PART SEVENTEEN　MERGER AND DIVISION OF THE COMPANY

Article 149　The merger or division of the Company shall require the preparation of a proposal by the board of directors. After such proposal has been adopted in accordance with the procedures specified in the Articles of Association of the Company， relevant examination and approval procedures shall be carried out according to law. Shareholders that oppose such proposal on the merger or division of the Company shall have the right to require the Company or shareholders that are in favour of such proposal to purchase their shares at a fair price. The contents of resolutions approving the merger or division of the Company shall be compiled in a special document for inspection by shareholders.

Holders of foreign investment shares listed outside the People's Republic of China of companies that are listed in Hong Kong shall be served copies of the above-mentioned document by mail.

Article 150　Merger of the Company may take the form of merger by absorption and merger by new establishment.

For merger of companies， the parties to the merger shall enter into a merger agreement and prepare balance sheets and a property list. The Company shall notify its creditors within a period of 10 days from the date on which the merger resolution is passed and publish at least three newspaper announcements on the merger within 30 days of that date.

Upon completion of the merger， the company that exists or the newly established company shall succeed to the claims and debts of the parties to the merger.

Article 151　If the Company is to be divided， its property shall be divided accordingly.

For division of the Company， the parties to the division shall enter into a division agreement and prepare balance sheets and an asset list. The Company shall notify its creditors within a period of 10 days from the date on which the division resolution is passed and publish at least three newspaper announcements on the division within 30 days of that date.

Debts owed by the Company prior to the division shall be assumed by the companies in existence after the division in accordance with the agreement reached.

Article 152　Where the merger or division of the Company involves a change in registered particulars， such change shall be registered with the company registry according to law. Where the Company is dissolved， it shall cancel its registration according to law. Where a new company is established， its establishment shall be registered according to law.

PART EIGHTEEN　DISSOLUTION AND LIQUIDATION OF THE COMPANY

Article 153　The Company shall be dissolved and liquidated according to law：

1. upon the expiration of its term of operation；

2. if the shareholders' general meeting resolves to dissolve the Company；

3. if dissolution is necessary as a result of the merger or division of the Company；

4. if the Company is declared bankrupt according to law because it is unable to pay its debts upon maturity； or

5. if the Company is lawfully ordered to close down as a result of violation of laws and administrative regulations.

Article 154　Where the Company is to be dissolved pursuant to Item （1） or （2） of the preceding Article， it shall establish a liquidation committee within 15 days. The members of such liquidation committee shall be determined by the shareholders' general meeting by way of an ordinary resolution.

Where the Company is to be dissolved pursuant to Item （4） of the preceding Article， the people's court shall， in accordance with relevant laws， arrange for the shareholders， relevant authorities and relevant professionals to establish a liquidation committee to carry out liquidation.

Where the Company is to be dissolved pursuant to Item （5） of the preceding Article， the relevant authorities in charge shall arrange for the shareholders， relevant authorities and relevant professionals to establish a liquidation committee to carry out liquidation.

Article 155　If the board of directors decides that the Company should be liquidated （except the liquidation as a result of company's declaration of bankruptcy）， the notice of the shareholders' general meeting convened for such purpose shall include a statement to the effect that the board of directors has made full inquiry into the position of the Company and that the board holds the opinion that the Company can pay its debts in full within 12 months after the announcement of liquidation.

The functions and powers of the board of directors shall terminate immediately after the shareholders' general meeting has adopted a resolution to carry out liquidation.

The liquidation committee shall take instructions from the shareholders' general meeting， and not less than once a year make a report to the shareholders' general meeting on the committee's income and expenditure， the business of the Company and the progress of the liquidation. It shall make a final report to the shareholders' general meeting when the liquidation is completed.

Article 156　The liquidation committee shall notify creditors within a period of 10 days from the date of its establishment and publish at least three newspaper announcements on the liquidation within 60 days. Claims shall be registered by the liquidation committee.

Article 157　The liquidation committee shall exercise the following functions and powers during liquidation：

1. thoroughly examine the property of the Company and prepare a balance sheet and property list respectively；

2. notify creditors by a notice or public announcement；

3. dispose of and liquidate relevant unfinished business of the Company；

4. pay all outstanding taxes in full；

5. clear up claims and debts；

6. dispose of the property left after full payment of the Company's debts； and

7. participate in civil litigation on behalf of the Company.

Article 158　After the liquidation committee has thoroughly examined the Company's property and prepared a balance sheet and property list， it shall formulate a liquidation plan and submit such plan to the shareholders' general meeting or relevant authorities in charge for confirmation.

Payment of debts out of Company property shall be made in the following order of priority： [order of payment].

Company property left after full payment in accordance with the provisions of the preceding paragraph shall be distributed to the Company's shareholders according to the category and proportion of their shareholding.

During liquidation， the Company may not engage in new business activities.

Article 159　If the Company is liquidated due to dissolution and the liquidation committee， having thoroughly examined the Company's property and prepared a balance sheet and property list， discovers that the Company's property is insufficient to pay its debts in full， it shall immediately apply to the people's court for a declaration of bankruptcy.

After the people's court has ruled to declare the Company bankrupt， the Company's liquidation committee shall refer the liquidation matters to the people's court.

Article 160　Following the completion of liquidation， the liquidation committee shall formulate a liquidation report， a revenue and expenditure statement and financial account books in respect of the liquidation period and， after verification thereof by an accountant registered in China， submit the same to the shareholders' general meeting or the relevant authorities in charge for confirmation.

Within 30 days from the date of confirmation of the above-mentioned documents by the shareholders' general meeting or the relevant authorities in charge， the liquidation committee shall deliver the same to the company registry， apply for cancellation of the Company's registration and publicly announce the Company's termination.

PART NINETEEN： PROCEDURES FOR AMENDING THE COMPANY'S ARTICLES OF ASSOCIATION

Article 161　The Company may amend its Articles of Association in accordance with laws， administrative regulations and its Articles of Association.

Article 162　Where an amendment to the Company's Articles of Association involves matters provided for in the Articles of Association of Companies Seeking a Listing Outside the PRC Prerequisite Clauses （“Prerequisite Clauses”）， it shall become effective after being examined and approved companies and the State Council Securities Commission. Where an amendment to the Company's Articles of Association involves matters of company registration， the registration shall be amended according to law.

PART TWENTY　SETTLEMENT OF DISPUTES

Article 163　If any dispute or claim concerning the Company's business on the basis of the rights or obligations provided for in the Articles of Association of the Company or in relevant laws or administrative regulations arises between a holder of foreign investment shares listed outside the People's Republic of China and the Company， between a holder of foreign investment shares listed outside the People's Republic of China and a director， a supervisor， the manager or other senior management staff of the Company or between a holder of foreign investment shares listed outside the People's Republic of China and a holder of domestic investment shares， the parties concerned may settle such dispute or claim by the methods provided for in laws and administrative regulations or by a method mutually agreed upon by the parties， unless the State Council authorities in charge of securities have reached an understanding or agreement with the relevant securities regulatory organization outside the People's Republic of China on the method of dispute settlement.

Companies seeking a listing in Hong Kong shall incorporate the following provisions in their Articles of Association：

1. if any dispute or claim concerning the Company's business on the basis of the rights or obligations provided for in the Articles of Association of the Company or in the Company Law or other relevant laws or administrative regulations arises between a holder of foreign investment shares listed outside the People's Republic of China and the Company， between a holder of foreign investment shares listed outside the People's Republic of China and a director， a supervisor， the manager or other senior management staff of the Company or between a holder of foreign investment shares listed outside the People's Republic of China and a holder of domestic investment shares， the parties concerned shall submit the dispute or claim for arbitration.

When a dispute or claim as described above is submitted for arbitration， such dispute or claim shall be in its entirety， and all persons （being the Company or shareholders， director， supervisors， the manager or other senior management staff of the Company） that have a cause of action due to the same facts or whose participation is necessary for the settlement of such dispute or claim shall abide by arbitration.

Disputes concerning the definition of shareholders and the register of shareholders shall not be required to be settled by means of arbitration；

2. a dispute or claim submitted for arbitration may be arbitrated， at the option of the arbitration applicant， by either the China International Economic and Trade Arbitration Commission in accordance with its arbitration rules or the Hong Kong International Arbitration Centre in accordance with its securities arbitration rules. After the arbitration applicant has submitted the dispute or claim for arbitration， the other party must carry out arbitration in the arbitration institution selected by the applicant.

If the arbitration applicant opts for arbitration by the Hong Kong International Arbitration Centre， either party may request arbitration to be conducted in Shenzhen in accordance with the securities arbitration rules of the Hong Kong International Arbitration Centre；

3. unless otherwise provided by laws or administrative regulations， the laws of the People's Republic of China shall apply to the settlement by means of arbitration of disputes or claims referred to in Item （1）； and

4. the award of the arbitration institution shall be final and binding upon each party.

PART TWENTY-ONE　SUPPLEMENTARY PROVISIONS

Article 164　Contents of the Prerequisite Clauses that are expressly required therein to be included in the articles of association of companies limited by shares seeking a listing in Hong Kong are not required to be incorporated in the articles of association of companies limited by shares seeking a listing in regions or countries other than Hong Kong.

Article 165　For companies listed in Hong Kong， the term “accounting firm” as used in the Prerequisite Clauses shall have the same meaning as “auditor”。

Article 166　Contents of the Prerequisite Clauses indicated by [ ] shall be filled in by the Company according to the actual circumstances， and those indicated by （ ） must be incorporated in the Company's articles of association.