Rules of the General Meetings of Listed Companies (Revised in 2016)

　　Announcement of the China Securities Regulatory Commission [2016] No.22

　　September 30, 2016

　　The Rules of the General Meetings of Listed Companies (Revised in 2016) are hereby promulgated and shall take effect as of the date of promulgation.

　　Rules of the General Meetings of Listed Companies (Revised in 2016)

　　Chapter I General Provisions

　　Article 1 These Rules are formulated in accordance with the Company Law of the People's Republic of China (the "Company Law") and the Securities Law of the People's Republic of China (the "Securities Law") in order to regulate the acts of listed companies and ensure the exercise of functions and powers by the general meetings of listed companies according to the law.

　　Article 2 A listed company shall convene a general meeting in strict accordance with the relevant provisions of laws, administrative regulations, these Rules, and its own articles of association, and ensure that shareholders can exercise their rights according to the law.
　　The board of directors of the company shall practically perform its duties and carefully convene a general meeting on time.
　　All the directors of the company shall be diligent and responsible so as to ensure that the general meeting is convened normally and exercises its functions and powers according to the law.

　　Article 3 A general meeting shall exercise its functions and powers within the scope as prescribed in the Company Law and the articles of association of the company.

　　Article 4 The general meeting is divided into annual general meeting and extraordinary general meeting. An annual general meeting shall be convened within six months after the end of the previous accounting year once every year. An extraordinary general meeting shall be convened irregularly within two months if any circumstance under which such meeting shall be convened as prescribed in Article 101 of the Company Law occurs.
　　If a company cannot convene the general meeting within the aforesaid time limit, it shall report the case to the dispatched offices of the China Securities Regulatory Commission (the "CSRC") at the locality of the company and the stock exchange where its stocks are listed for trading (the "Stock Exchange"), give the reasons and make an announcement.

　　Article 5 A company shall, when convening a general meeting, hire lawyers to issue legal opinions about the following issues and make an announcement:
　　1. whether the procedures for convening and holding the meeting are in line with the laws, administrative regulations, these Rules and the articles of association of the company;
　　2. whether the qualifications of the attendees and the convener are lawful and effective;
　　3. whether the voting procedures and results of the meeting are lawful and effective; and
　　4. other relevant issues as requested by the company.

　　Chapter II Convening of a General Meeting

　　Article 6 The board of directors shall convene a general meeting within the time limit as prescribed in Article 4 of these Rules.

　　Article 7 An independent director is entitled to propose an extraordinary general meeting to the board of directors. In respect to the proposal of the independent director for convening an extraordinary general meeting, the board of directors shall, in accordance with the laws, administrative regulations and the articles of association of the company, give written feedback on whether to convene an extraordinary general meeting or not within ten days upon receipt of the proposal.
　　If the board of directors agrees to convene an extraordinary general meeting, it shall send a notice thereon within five days after the relevant resolution of the board of directors is made. If the board of directors does not agree to convene an extraordinary general meeting, it shall give the reasons and make an announcement.

　　Article 8 The board of supervisors is entitled to propose an extraordinary general meeting to the board of directors, and shall put forward the proposal to the board of directors in written form. The board of directors shall, in accordance with the laws, administrative regulations and the articles of association of the company, give written feedback on whether to convene the extraordinary general meeting or not within ten days upon receipt of the proposal.
　　If the board of directors agrees to convene an extraordinary general meeting, it shall send a notice thereon within five days after the relevant resolution of the board of directors is made; if the board of directors changes the original proposal in the notice, it shall obtain the consent of the board of supervisors.
　　If the board of directors does not agree to convene an extraordinary general meeting or fails to give a written feedback within ten days upon receipt of the proposal, it shall be regarded that the board of directors cannot or fails to perform the duty of convening the general meeting, and the board of supervisors may convene and preside over such meeting itself.

　　Article 9 The common shareholder(s) that solely or collectively hold(s) 10% or more of the shares of a company (including the preferred shareholder(s) whose voting rights are resumed) has/have the right to request the board of directors to convene an extraordinary general meeting, and shall put forward the request to the board of directors in written form. The board of directors shall, in accordance with the laws, administrative regulations and the articles of association of the company, give written feedback on whether to convene the extraordinary general meeting or not within ten days upon receipt of the request.
　　If the board of directors agrees to convene the extraordinary general meeting, it shall send a notice thereon within five days after the relevant resolution of the board of directors is made; if the board of directors changes the original request in the notice, it shall obtain the consent of the relevant shareholders.
　　If the board of directors does not agree to convene the extraordinary general meeting or fails to give feedback within ten days upon receipt of the request, the common shareholder(s) that solely or collectively hold(s) 10% or more of the shares of the company (including the preferred shareholder(s) whose voting rights are resumed) has/have the right to request the board of supervisors to convene an extraordinary general meeting, but shall put forward the request to the board of supervisors in written form.
　　If the board of supervisors agrees to convene the extraordinary general meeting, it shall send a notice thereon within five days upon receipt of the request; if the board of supervisors changes the original request in the notice, it shall obtain the consent of the relevant shareholders.
　　If the board of supervisors fails to send a notice thereon within the prescribed time limit, it will be regarded that the board of supervisors will not convene or preside over the extraordinary general meeting, and the common shareholder(s) that has/have held 10% or more of the shares of the company solely or collectively for 90 or more consecutive days (including the preferred shareholder(s) whose voting rights are resumed) may convene or preside over the extraordinary general meeting itself/themselves.

　　Article 10 Where the board of supervisors or any shareholder decides to convene a general meeting itself, it shall send a written notice to the board of directors, and shall apply for filing to the dispatched office of the CSRC at the locality of the company and the Stock Exchange.
　　Before the resolution of the general meeting is announced, the shareholding ratio of the common shareholder(s) that convene(s) the meeting (including the preferred shareholder(s) whose voting rights are resumed) shall not be less than 10%.
　　The board of supervisors or any shareholder that convenes the general meeting shall, when sending a notice thereon and making an announcement on the resolution thereof, submit the relevant evidentiary materials to the dispatched office of the CSRC at the locality of the company and the Stock Exchange.

　　Article 11 In respect to the general meeting convened by the board of supervisors or any shareholder itself, the board of directors and its secretary shall offer cooperation. The board of directors shall provide the register of shareholders dated the date of equity registration. If the board of directors fails to do so, the convener may apply to the securities registration and clearing institution for the register of shareholders on the strength of the relevant announcement in the notice of the general meeting. The register of shareholders obtained by the convener shall not be used for purposes other than the convening of the general meeting.

　　Article 12 The expenses required by the general meeting convened by the board of supervisors or any shareholder itself shall be borne by the company.

　　Chapter III Proposal and Notification of the General Meeting

　　Article 13 The contents of a proposal shall fall within the scope of authority of the general meeting, include definite topics for discussion and specific matters for resolution, and be in line with the laws, administrative regulations and the articles of association of the company.

　　Article 14 The common shareholder(s) that solely or collectively hold(s) 3% or more of the shares of a company (including the preferred shareholder(s) whose voting rights are resumed) may put forward a temporary proposal and submit it to the convener in written form within ten days before the general meeting is convened. The convener shall issue a supplementary notice of the general meeting and announce the contents of the temporary proposal within two days upon receipt thereof.
　　Except as prescribed in the preceding paragraph, the convener shall, after sending a notice of the general meeting, not amend the proposal listed in the notice or add any new proposal.
　　The general meeting shall not vote on or resolve any proposal not listed in the notice of the general meeting or inconsistent with Article 13 of these Rules.

　　Article 15 The convener shall, 20 days prior to the convening of an annual general meeting, notify all the common shareholders (including the preferred shareholders whose voting rights are resumed) in the form of an announcement or shall, 15 days prior to the convening of an extraordinary general meeting, notify all the common shareholders (including the preferred shareholders whose voting rights are resumed) in the form of an announcement.

　　Article 16 The notice and supplementary notice of the general meeting shall fully and completely disclose the specific contents of all the proposals as well as all the materials or explanations necessary for the reasonable judgment on the matters to be discussed by the shareholders. If the opinion of an independent director is necessary for any matter to be discussed, the opinion issued and the reasons given by the independent director shall be disclosed at the same time when the notice or supplementary notice of the general meeting is sent.

　　Article 17 Where a general meeting plans to discuss the election of directors or supervisors, details of such director candidates or supervisor candidates shall be fully disclosed in the notice of the general meeting, at least including the following information:
　　1. educational background, working experience, part-time job and other personal information;
　　2. any correlation with the company or its controlling shareholders and actual controllers;
　　3. number of shares of the listed company such candidate holds; and
　　4. whether such candidate has been punished by the CSRC or other relevant departments and disciplined by the Stock Exchange or not.
　　In addition to a cumulative voting system, every director candidate or supervisor candidate shall be elected on an individual proposal basis.

　　Article 18 A notice of the general meeting shall clearly state the time and place of the meeting and determine the date of equity registration. The interval between the date of equity registration and the date of the meeting shall not exceed seven working days. Once determined, the date of equity registration shall not be changed.

　　Article 19 Once a notice of the general meeting is given, the general meeting shall not be postponed or canceled and the proposals listed in the notice shall not be canceled without justifiable causes. In the case of any postponement or cancelation, the convener shall make an announcement and give reasons at least two working days prior to the scheduled date.

　　Chapter IV Holding of a General Meeting

　　Article 20 A company shall hold the general meeting in the company's domicile or a place required by its articles of association.
　　The general meeting shall have a meeting place and be convened in the form of an on-site meeting. It shall use a safe, economical and convenient network or other methods to facilitate shareholders attending the meeting in accordance with the laws, administrative regulations, provisions of the CSRC or articles of association of the company. Where shareholders attend the general meeting via the above methods, such shareholders shall be deemed as attending the meeting.
　　Shareholders may attend the general meeting and exercise their voting rights in person or commission others to attend the meeting and exercise such rights within the scope of authorization.

　　Article 21 If the general meeting of a company uses a network or other methods, the voting time and procedures through such network or other methods shall be specified in the notice of the general meeting.
　　For a general meeting convened via a network or other methods, the time to vote shall not start earlier than 3:00 PM on the day before the on-site general meeting or later than 9:30 AM on the holding date of the on-site general meeting and shall not end earlier than 3:00 PM on the closing date of the on-site general meeting.

　　Article 22 The board of directors and other conveners shall take necessary measures to guarantee the normal order of the general meeting. They shall take measures to stop any disturbance of the general meeting, trouble making or infringement of the legitimate rights and interests of shareholders, and promptly report such acts to the relevant departments for investigation and punishment.

　　Article 23 All common shareholders (including the preferred shareholders whose voting rights are resumed) registered on the date of equity registration or their agents are entitled to attend the general meeting and shall not be rejected by the company or the convener for any reason.
　　If a preferred shareholder does not attend the general meeting, the shares held thereby shall not have any voting right. However, in the case of any of the following situations, if the company convenes the general meeting, it shall notify the preferred shareholders and follow the procedures provided in the Company Law and the articles of association of the company regarding notifying common shareholders.
　　At the general meeting, the preferred shareholders are entitled to conduct classified voting with common shareholders and each preferred share held thereby shall present one vote, but the preferred shares of the company held by itself shall not have any voting right, in any of the following circumstances:
　　1. amendment of the contents related to preferred shares in the articles of association of the company;
　　2. reduction by more than 10% of the company's registered capital once or cumulatively;
　　3. corporate combination, split-off, dissolution or change of corporate form;
　　4. issuance of preferred shares; or
　　5. other circumstances stipulated by the articles of association of the company.
　　The resolutions of the above matters shall be approved not only by more than two-thirds of the voting rights held by the common shareholders attending the meeting (including the preferred shareholders whose voting rights are resumed) but also by more than two-thirds of the voting rights held by the preferred shareholders attending the meeting (excluding the preferred shareholders whose voting rights are resumed).

　　Article 24 Shareholders shall attend the general meeting with their share account card, identity card or other valid documents or certificates that can prove their identities. Their agents shall also submit the power of attorney issued by shareholders and valid personal identity documents.

　　Article 25 The convener and lawyer shall jointly verify the legality of the qualifications of shareholders based on the register of shareholders provided by the securities registration and clearing institution and register their names and number of their voting shares. The registration shall be stopped before the presider of the meeting announces the number of shareholders and their agents present and the sum of voting shares held thereby.

　　Article 26 If a company holds a general meeting, all directors, supervisors and the secretary of the board of directors shall attend the meeting, and the general manager and other senior officers shall attend the meeting as non-voting attendees.

　　Article 27 The general meeting shall be chaired by the chairman of the board of directors. If the chairman is unable or fails to perform her/his duties, the meeting shall be chaired by the vice chairman; if the vice chairman is unable or fails to do so, a director jointly elected by more than half of the directors shall chair the meeting.
　　The general meeting convened by the board of supervisors shall be chaired by the chairman of the board of supervisors. If the chairman is unable or fails to perform her/his duties, the meeting shall be chaired by the vice chairman of the board of supervisors; if the vice chairman is unable or fails to do so, a supervisor jointly elected by more than half of the supervisors shall chair the meeting.
　　The general meeting convened by shareholders themselves shall be chaired by a representative elected by the conveners.
　　A company shall develop rules of procedures for the general meeting. In the course of the general meeting, if the presider of the meeting causes the meeting to stop due to breach of rules of procedure, it is allowed to elect one person to serve as the presider of the meeting to resume the meeting upon consent of more than half of present shareholders with voting rights.

　　Article 28 In the annual general meeting, the board of directors and the board of supervisors shall report their work done in the past year to the general meeting and each independent director shall compile a work report.

　　Article 29 Directors, supervisors and senior officers shall explain and clarify inquiries from shareholders in the general meeting.

　　Article 30 Before voting, the presider of the meeting shall announce the number of shareholders and their agents present and the sum of voting shares held thereby which shall be subject to meeting registration.

　　Article 31 If a shareholder has any correlation with a matter to be reviewed in the general meeting, such shareholder shall not take part in the voting; and her/his voting shares shall not be included in the sum of shares on which one present at the general meeting is entitled to vote.
　　When the general meeting deliberates significant matters influencing the interests of small and medium investors, it shall count the votes separately for such investors. The result of such vote counting shall be disclosed timely.
　　Shares held by the company are not accompanied with voting rights, and such shares are not included when calculating the sum of shares on which one present at the general meeting is entitled to vote.
　　The board of directors of the company, its independent directors and shareholders conforming to the relevant provisions and conditions may publicly solicit shareholders' voting rights. For soliciting shareholders' voting rights, they shall fully disclose the specific voting intention and other information to the solicited person. It is forbidden to solicit shareholders' voting rights with payments or in a disguised form of payment. The company shall not impose any limit on minimum shareholding ratio for solicitation of shareholders' voting rights.

　　Article 32 A cumulative voting system may be adopted in accordance with the articles of association of the company or resolutions reached at the general meeting when the election of directors and supervisors is resolved at the general meeting.
　　The cumulative voting system described in the preceding paragraph refers to a system under which each common share (including the preferred share whose voting right is resumed) represents a voting share corresponding to the number of directors or supervisors to be elected, and the voting shares held by shareholders can be used cumulatively when directors or supervisors are elected at the general meeting.

　　Article 33 Except for the cumulative voting system, the general meeting shall vote on all proposals on a case-by-case basis. If different proposals are made for the same matter, voting shall be carried out in chronological order. Except where the general meeting has to be stopped or no resolution can be reached at the general meeting due to force majeure or other special reasons, proposals shall not be put on hold and no votes on such proposals shall not be allowed.
　　If the general meeting deliberates the issuance of preferred shares, it shall vote on the following matters on a case-by-case basis:
　　1. class and number of preferred shares to be issued;
　　2. issuing method, issuing target and arrangement of placing preferred shares to the original shareholders;
　　3. face value, issue price or pricing range and its determination principle;
　　4. way for the preferred shareholders to participate in profit distributions, including: dividend rate and its determination principle, conditions for dividend distribution, dividend payment method, whether dividends can be accumulated, or whether participation in the distribution of residual profits is allowed;
　　5. buy-back clause, including conditions, duration and price for buy back and their determination principles, as well as the subject exercising the buy-back right (if any);
　　6. application of raised funds;
　　7. share subscription agreement with precedent conditions between the company and the relevant issue targets;
　　8. expiration date of the resolution;
　　9. plans of amendment to the articles of the articles of association of the company related to profit distribution policies for preferred shareholders and common shareholders;
　　10. authorization for the board of directors to handle specific matters concerned with the issue; and
　　11. other matters.

　　Article 34 The general meeting shall not amend the proposal during the review process; otherwise, related modifications shall be deemed as new proposals and shall not be voted on at the present session of the general meeting.

　　Article 35 A voting right can be exercised through only one means, on the spot, network or otherwise. The first voting result shall prevail where one voting right is repeatedly exercised.

　　Article 36 Shareholders attending the general meeting shall choose one of the following alternatives when voting on the submitted proposal: consent, objection or abstention, except for the declaration by the securities registration and clearing institution that serves as the nominal holder of shares under the Interconnection Mechanism for Mainland and Hong Kong Stock Markets according to the expression of intention of the actual holder.
　　Where there are ballots for which the words are not filled in, wrongly filled in or unintelligible or the ballots are not used for voting, the voters shall be regarded as having relinquished their voting rights and the voting results of their shares shall be marketed as "abstention".

　　Article 37 Two representatives of shareholders shall be elected to participate in vote counting and monitoring before voting on a proposal at the general meeting. When matters under review are associated with certain shareholders in terms of interests, the associated shareholders and their agents shall not participate in vote counting and monitoring.
　　When the general meeting is voting on the proposals, the lawyers, representatives of shareholders and representatives of supervisors shall be jointly responsible for vote counting and monitoring.
　　Company shareholders or their agents voting through a network or otherwise have the right to check their own voting results through the corresponding voting system.

　　Article 38 The closing time of the on-site general meeting shall not be earlier than that through a network or other methods. The presider of the meeting shall announce the voting result of each proposal on the spot, and declare whether the proposal has been passed according to the voting result.
　　Before the formal announcement of the voting result, various related parties including the company, vote counters, scrutineers and major shareholders as well as network service providers involved in the voting on the site, or voting through a network or other methods, shall be held responsible for keeping the voting result confidential.

　　Article 39 The resolution reached at the general meeting shall be announced in a timely manner and explicitly list the number of shareholders and agents attending the meeting, the sum of their voting shares and their proportions to the total voting shares of the company, voting methods, voting result of each proposal and details of each proposal that has been passed.
　　Companies issuing preferred shares which conducted voting on the circumstances stated in Paragraph 2 of Article 23 hereof shall audit and announce the attendance and voting status respectively concerning common shareholders (including preferred shareholders whose voting rights are resumed) and preferred shareholders (excluding preferred shareholders whose voting rights are resumed).
　　Companies issuing foreign capital stocks listed in China shall audit and announce the attendance and voting status respectively concerning domestic shareholders and foreign shareholders.

　　Article 40 The special notification shall be included in the resolution of the general meeting if a proposal is not passed by or modification of the resolution reached at the previous session of the general meeting is made in the present session.

　　Article 41 The secretary of the board of directors shall be responsible for the minutes of the general meeting which shall include:
　　1. time, place, agenda of the meeting and the name of the convener;
　　2. the name of the presider of the meeting, and the names of the directors, supervisors, the secretary of the board of directors, managers and other senior officers attending the meeting or attending the meeting as non-voting attendees;
　　3. the number of shareholders and agents that attend the meeting, the sum of their voting shares and their proportions to the total shares of the company;
　　4. the deliberation process, key points of the presentations and voting result of each proposal;
　　5. the inquiries or advices given by the shareholders as well as the corresponding replies or explanations;
　　6. names of the lawyers, vote counters and scrutineers; and
　　7. other contents that shall be included in the minutes as required by the articles of association of the company.
　　The present directors, secretary of the board of directors, conveners or their representatives and presider of the meeting shall sign the minutes and ensure that the content of the minutes is authentic, accurate and complete. The minutes shall be kept along with the register of signatures of shareholders present, the power of attorney for agents authorized to attend the meeting and other valid documents recording voting through a network and otherwise for not less than ten years.

　　Article 42 The convener shall ensure that the general meeting proceeds continuously until a final resolution is reached. Necessary measures shall be taken to restore the general meeting as soon as possible or the general meeting shall be directly terminated if the meeting has to be suspended due to force majeure or other special reasons or if no resolution can be reached, and an announcement shall be made in a timely manner. Meanwhile, the convener shall report the case to the dispatched office of the CSRC at the locality of the company and the Stock Exchange.

　　Article 43 Where the general meeting adopts proposals on the election of directors and supervisors, the newly elected directors and supervisors shall assume their posts in accordance with the articles of association of the company.

　　Article 44 Where the general meeting adopts proposals on distributing cash dividends or bonus shares or conversion of capital reserves into share capital, the company shall implement specific plans within two months upon the conclusion of the general meeting.

　　Article 45 If a company offers preferred shares publicly to repurchase its common shares for the purpose of reducing registered capital and repurchases its common shares from certain shareholders by means of private placement of preferred shares, the general meeting shall make a resolution on the buyback of common shares which shall be subject to the approval of at least two-thirds of the voting rights held by common shareholders (including the preferred shareholders whose voting rights are resumed) present at the meeting.
　　The company shall announce the resolution to repurchase common shares on the next day after the general meeting has passed such resolution.

　　Article 46 Any resolution approved at the general meeting of the company that violates any laws or administrative regulations shall be deemed invalid.
　　The controlling shareholder and actual controller of a company shall not restrict or impede small and medium investors from exercising their voting rights in accordance with the law, and shall not compromise the legitimate rights and interests of the company and its medium and small investors.
　　If any procedure for convening the general meeting or the voting method is in violation of the laws, administrative regulations or the articles of association of the company, or the content of the resolution is in violation of the articles of association of the company, the shareholders may request the people's court to cancel it within 60 days after the resolution is passed.

　　Chapter V Supervisory Measures

　　Article 47 If a listed company fails to hold a general meeting without justifiable causes within the term as prescribed by these Rules, the Stock Exchange has the right to suspend the listing of the stocks and derivatives of the company, and require the board of directors to give explanations and make an announcement.

　　Article 48 If the convening or holding of the general meeting or the disclosure of the relevant information is not in line with any of the laws, administrative regulations, these Rules or the articles of association of the company, the CSRC and its dispatched office have the right to order the company or the relevant persons responsible to make corrections within a time limit, and the Stock Exchange shall issue a public reprimand.

　　Article 49 If a director, supervisor or the secretary of the board of directors violates any of the laws, administrative regulations, these Rules or the articles of association of the company or fails to practically perform her/his duties, the CSRC and its dispatched office have the right to order him/her to make corrections and the Stock Exchange shall issue a public reprimand; where the circumstance is serious or he/she fails to make corrections, the CSRC may prohibit the relevant persons from entering the securities market.

　　Chapter VI Supplementary Provisions

　　Article 50 Where there are other provisions on the general meeting of the companies that issue foreign capital shares in the relevant laws, administrative regulations or documents, such provisions shall prevail.

　　Article 51 For the purpose of these Rules, the "announcement" or "notice" refers to the relevant information disclosure in the newspapers or periodicals designated by the CSRC. Where the announcement or notice is too long, the listed company may disclose the summary of the relevant content in the newspapers or periodicals designated by the CSRC. However, the full text shall also be published on the website designated by the CSRC simultaneously.
　　For the purpose of these Rules, the "supplementary notice of the general meeting" shall be announced in the same designated newspaper or periodical that publishes the notice of the meeting.

　　Article 52 For the purpose of these Rules, "or more" or "within" shall include the said figure itself, while "exceeding," "less than" or "more than" shall not include the said figure itself.

　　Article 53 The power to interpret these Rules shall remain with the CSRS.

　　Article 54 These Rules shall come into force as of the date of promulgation. The Rules of the General Meetings of Listed Companies (Revised in 2014) (Announcement of the China Securities Regulatory Commission [2014] No.46) shall be simultaneously repealed.